Common use of Non-Solicitation Clause in Contracts

Non-Solicitation. While employed and for the one-year period starting on the date of Termination of Employment, any Participant who has received an Award under the Plan shall not, directly or indirectly: (i) other than in connection with the good-faith performance of his or her normal duties and responsibilities as an employee of the Company or any Subsidiary, encourage any employee or agent of the Company or any Subsidiary to terminate his or her relationship with the Company or any Subsidiary; (ii) employ, engage as a consultant or adviser, or solicit the employment or engagement as a consultant or adviser of, any employee or agent of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do any of the foregoing; (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth above, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisions.

Non-Solicitation. While employed (a) Without the consent of the Board, for so long as any Investor holds Investor Shares representing at least five percent (5%) of the Outstanding Stock and for twelve (12) months thereafter (the one-year period starting on the date of Termination of Employment“Tail Period”), any Participant who has received an Award under the Plan such Investor and its Affiliates shall not, directly or indirectly: (i) other than in connection with the good-faith performance of his solicit for employment or her normal duties and responsibilities as an any similar arrangement or hire any employee of the Company or any Subsidiaryof its Affiliates; provided, encourage however, that this Section 4.1 shall not prohibit the hiring of a person (A) whose employment has been terminated by the Company without any employee solicitation or agent encouragement by such Investor or any of its Affiliates more than six (6) months prior to the date of the solicitation or hiring of such person by such Investor or any of its Affiliates or (B) who responds to general solicitations of employment through advertisements or other means not targeted specifically to such employees; or (ii) solicit, or attempt to solicit or induce, on behalf of any Person other than the Company or any Subsidiary of its Subsidiaries, any person or entity that is (or was during the one (1) year period prior to terminate his any solicitation by such Investor or her its Affiliates) a Company Investor or Company Client or an investment advisor or collateral manager to any Company Investor or Company Client to (A) terminate, reduce or otherwise adversely modify its relationship with the Company or any Subsidiary;of its Subsidiaries, or (B) to otherwise use the investment management services provided by a Person other than the Company or any of its Subsidiaries. (b) After the Closing and so long as an Investor or any of its Affiliates owns (other than in a fiduciary capacity or subject to a similar duty or standard of care) any Equity Interests or debt securities issued by any, as applicable, Company CDO Issuer, CIFC CLO Issuer or CypressTree CLO Issuer and the Company or its Affiliates (or its successor if such successor is Affiliated with the Company) is the manager under the applicable Company CDO Management Agreement, CIFC CLO Management Agreement or CypressTree CLO Management Agreement, respectively, such Investor agrees (and agrees to cause its Affiliates) (i) not to vote such Equity Interests or debt securities in favor of the redemption of any securities issued by such Company CDO Issuer, CIFC CLO Issuer or CypressTree CLO Issuer under any indenture among the Company CDO Issuer Documents, CIFC CDO Issuer Documents or CypressTree CLO Issuer Documents, respectively, and (ii) employ, engage as a consultant or adviser, or solicit the employment or engagement as a consultant or adviser of, any employee or agent not to vote in favor of removal of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do any of the foregoing; (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth above, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, Affiliates as the case may bemanager under such Company CDO Management Agreement, of any Award granted after May 19, 2009, if the sale CIFC CLO Management Agreement or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionsCypressTree CLO Management Agreement.

Non-Solicitation. While employed and (a) Seller agrees that following the Closing for the one-year period starting applicable periods and in the geographic locations set forth on Schedule 4.4(a), none of Seller or any of its Affiliates will, without the date prior written consent of Termination Purchaser, solicit to employ or hire (whether as an officer, employee or consultant or other independent contractor) any Transferred Business Employee with an annual base salary in excess of Employment$100,000; provided, any Participant who has received an Award under however, that the Plan restrictions of this Section 4.4(a) shall not, directly or indirectly: not apply (i) other than in connection with the good-faith performance of his or her normal duties and responsibilities as an employee of the Company to any general advertisement or any Subsidiarysearch firm engagement which, encourage in any employee such case, is not directed or agent of the Company or focused on any Subsidiary to terminate his or her relationship with the Company or such Transferred Business Employee and any Subsidiary; resultant hiring, (ii) employ, engage as a consultant the hiring of any such Transferred Business Employee who directly or adviser, or solicit the employment or engagement as a consultant or adviser of, any employee or agent of the Company or Subsidiary (other than by the Company indirectly contacts Seller or its Subsidiaries), Affiliates of her or cause his own accord or encourage any Person to do any of the foregoing; (iii) establish (the solicitation or take preliminary steps to establish) a business with, hiring of any such Transferred Business Employee whose employment by or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company term in office with Purchaser or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or Affiliates is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth above, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year terminated prior to the date on which of the Participant first violated any such non-solicitation provisions; and/orapplicable solicitation. (iiib) recover Purchaser agrees that following the Closing for the applicable periods and in the geographic locations set forth on Schedule 4.4(b), none of Purchaser or cause any of its Affiliates will, without the prior written consent of Seller, solicit to be recovered employ or hire (whether as an officer, employee or consultant or other independent contractor) any cash paid employee of Seller or shares any of Stock issued its Affiliates (i) to the Participant whom Purchaser or any of its Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transaction or (ii) with an annual base salary in excess of $100,000 (other than any vestingTransferred Business Employee); provided, settlementhowever, that the restrictions of this Section 4.4(b) shall not apply (x) to any general advertisement or any search firm engagement which, in any such case, is not directed or focused on any such employee and any resultant hiring, (y) to the hiring of any such employee who directly or indirectly contacts Purchaser or its Affiliates of her or his own accord, or exercise (z) to the solicitation or hiring of an Award granted after May 19, 2009, if the vesting, settlement, any such employee whose employment by or exercise occurred on term in office with Seller or after the date that its Affiliates is one year terminated prior to the date on which of the Participant first violated any such the non-solicitation provisionsapplicable solicitation.

Non-Solicitation. While employed and for the one-year period starting on the date of Termination of Employment, any Participant who has received an Award under the Plan shall not, directly or indirectlyEmployee agrees that: (i) other than if he is terminated for Cause and he elects and receives the severance payments and benefits provided for in connection with the good-faith performance Section 4(d)(A) of his this Agreement, he shall not for a period of one (1) year, he shall not for a period of one (1) year, directly or her normal duties and responsibilities as an indirectly through another entity (A) induce or attempt to induce any employee of the Company or any Subsidiary, encourage any employee Subsidiary or agent Affiliate to leave the employ of the Company or any such Subsidiary to terminate his or her relationship with the Company or any Subsidiary; (ii) employ, engage as a consultant or adviserAffiliate, or solicit the employment or engagement as a consultant or adviser of, in any employee or agent of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do any of the foregoing; (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would way interfere with the relationship between the Company or any Subsidiary or Affiliate and any employee thereof, (B) hire any person, who was an employee of the Company or any Subsidiary or Affiliate at any time during the one (1) year immediately preceding Employee’s termination or resignation, (C) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any Subsidiary or Affiliate to cease doing business with the Company or such Subsidiary or Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor, franchisee or other business relation and the Company or any Subsidiary or Affiliate (including, without limitation, making any negative statements or communications about the Company or its Subsidiaries or Affiliates) or (D) service (except in the capacity of an employee) any customer, licensee, agent or franchisee of the Company or any Subsidiary or Affiliate who was a customer, licensee, agent or franchisee of the Company or any Subsidiary or Affiliate at any time during the one (1) year immediately preceding Employee’s termination or resignation, or (ii) if he is terminated without Cause and he elects and receives the severance payments and benefits provided for in Section 4(b)(A) of this Agreement, or he terminates this Agreement for Good Reason and he elects and receives the severance payments and benefits provided for in Section 4(b)(A) of this Agreement, he shall not for a period of eighteen (18) months, directly or indirectly through another entity (A) induce or attempt to induce any employee of the Company or any Subsidiary or Affiliate to leave the employ of the Company or such Subsidiary or Affiliate, or in any way interfere with the relationship between the Company or any Subsidiary or Affiliate and any employee thereof, (B) hire any person, who was an employee of the Company or any Subsidiary or Affiliate at any time during the one (1) year immediately preceding Employee’s termination or resignation, (C) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any Subsidiary or Affiliate to cease doing business with the Company or such Subsidiary or Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor, franchisee or other business relation and the Company or any Subsidiary or Affiliate (including, without limitation, making any negative statements or communications about the Company or its Subsidiaries or Affiliates) or (D) service (except in the capacity of an employee) any customer, licensee, agent or franchisee of the Company or any Subsidiary or Affiliate who was a customer, licensee, agent or franchisee of the Company or any Subsidiary or Affiliate at any time during the one (1) year immediately preceding Employee’s termination or resignation; or (iii) if Employee voluntarily resigns during the Term, without Good Reason, and there has not been a Change of Control at the time of Employee’s resignation, he shall not for a period of one (1) year, directly or indirectly through another entity (A) induce or attempt to induce any employee of the Company or agentany Subsidiary or Affiliate to leave the employ of the Company or such Subsidiary or Affiliate, or in any way interfere with the relationship between the Company or any Subsidiary or Affiliate and any employee thereof, (B) hire any person, who was an employee of the Company or any Subsidiary or Affiliate at any time during the one (1) year immediately preceding Employee’s termination or resignation, (C) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any Subsidiary or Affiliate to cease doing business with the Company or such Subsidiary or Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor, franchisee or other business relation and the Company or any Subsidiary or Affiliate (including, without limitation, making any negative statements or communications about the Company or its Subsidiaries or Affiliates) or (D) service (except in the capacity of an employee) any customer, licensee, agent or franchisee of the Company or any Subsidiary or Affiliate who was a customer, licensee, agent or franchisee of the Company or any Subsidiary or Affiliate at any time during the one (1) year immediately preceding Employee’s termination or resignation; or (iv) if there is a Change of Control and Employee resigns for any reason or is terminated other than for Cause or as a result of Employee’s death or Disability and he elects and receives the payments and benefits set forth in Sections 5(a)(i) and 5(a)(iii) of this Agreement, he shall not for a period of eighteen (18) months, directly or indirectly through another entity (A) induce or attempt to induce any employee of the Company or any Subsidiary or Affiliate to leave the employ of the Company or such Subsidiary or Affiliate, or in any way interfere with the relationship between the Company or any Subsidiary or Affiliate and any employee thereof, (B) hire any person, who was an employee of the Company or any Subsidiary or Affiliate at any time during the one (1) year immediately preceding Employee’s termination or resignation, (C) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any Subsidiary or Affiliate to cease doing business with the Company or such Subsidiary or Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor, franchisee or other business relation and the Company or any Subsidiary or Affiliate (including, without limitation, making any negative statements or communications about the Company or its Subsidiaries withor Affiliates) or (D) service (except in the capacity of an employee) any customer, licensee, agent or endeavor to entice away from franchisee of the Company or its Subsidiariesany Subsidiary or Affiliate who was a customer, licensee, agent or franchisee of the Company or any Person who Subsidiary or which Affiliate at any time since during the Participant's hire date was one (1) year immediately preceding Employee’s termination or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth above, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionsresignation.

Non-Solicitation. While employed and for (a) During the one-year period starting beginning on the date Closing Date and ending on the 18-month anniversary of Termination of Employmentthe Closing Date, and except as otherwise required or permitted by any Participant who has received an Award under Ancillary Agreement, Seller and its Affiliates (collectively, the Plan “Restricted Entities”) shall not, directly or indirectly: (i) Induce, solicit or encourage, or attempt to induce, solicit or encourage, any Restricted Customer to (1) use a Restricted Entity to provide any services which are offered by the Companies and the Transferred Subsidiaries as of the Closing Date (the “Restricted Services”) or (2) reduce, terminate or adversely modify the employment of the Companies or the Transferred Subsidiaries for such services, in each case other than in connection with the good-faith performance as a consequence of his or her normal duties and responsibilities as an employee of the Company or any Subsidiary, encourage any employee or agent of the Company or any Subsidiary to terminate his or her relationship with the Company or any Subsidiary;a general solicitation conducted by a Restricted Entity not specifically directed at Restricted Customers; or (ii) employSolicit, engage hire or attempt to solicit or hire any Continuing Employee for employment or in any other capacity (including as an independent contractor or consultant) with a Restricted Entity; provided, however, that the foregoing shall not apply to any (1) individual whose employment or service was terminated by the Companies or the Transferred Subsidiaries, (2) publishing or posting of open positions in the course of normal hiring practices which are not specifically sent to, or do not specifically target, Continuing Employees or hiring as a consultant result of such posting, (3) solicitations made by third-party search firms that have not been directed by Seller or adviserits Affiliates to specifically solicit such individuals or hiring as a result of such solicitations, or (4) individual who approaches a Restricted Entity seeking to be hired as an employee or in another capacity (including as an independent contractor or consultant) if no Restricted Entity had previously attempted to solicit or hire such individual. (b) Purchaser agrees that from the date hereof until the 18-month anniversary of the Closing Date it shall not, and shall cause its Affiliates (including the Companies and the Transferred Subsidiaries) not to, directly or indirectly, solicit, hire or attempt to solicit or hire any employee of Seller or any of its Affiliates who is not a Continuing Employee for employment or engagement in any other capacity (including as an independent contractor or consultant); provided, however, that the foregoing shall not apply to any (i) individual whose employment or service was terminated by Seller or its Affiliates, (ii) publishing or posting of open positions in the course of normal hiring practices which are not specifically sent to, or do not specifically target, employees of Seller or its Affiliates or hiring as a consultant or adviser of, any employee or agent result of the Company or Subsidiary (other than by the Company or its Subsidiaries)such posting, or cause or encourage any Person to do any of the foregoing; (iii) establish solicitations made by third-party search firms that have not been directed by Purchaser or its Affiliates (including the Companies and the Transferred Subsidiaries) to specifically solicit such individuals or take preliminary steps hiring as a result of such solicitations. (c) The parties acknowledge that the covenants set forth in this Section 7.7 are an essential element of this Agreement and that, but for the agreement of each party to establishcomply with these covenants, the other party would not have entered into this Agreement. The parties acknowledge that this Section 7.7 constitutes an independent covenant that shall not be affected by performance or nonperformance of any other provision of this Agreement. The existence of any claim or cause of action against one party by the other party, whether predicated on the breach of this Agreement or otherwise, shall not constitute a defense to the enforcement of the covenants contained in this Section 7.7. The parties have independently consulted with their respective counsel and after such consultation agree that the covenants set forth in this Section 7.7 are reasonable and proper in scope, duration, geographical area and in all other respects. If any such covenant is found to be invalid, void or unenforceable in any situation in any jurisdiction by a final determination of a court or any other Governmental Authority of competent jurisdiction, Seller and Purchaser agree that: (i) a business withsuch determination shall not affect the validity or enforceability of (1) the offending term or provision in any other situation or in any other jurisdiction or (2) the remaining terms and provisions of this Section 7.7 in any situation in any jurisdiction; (ii) the offending term or provision shall be reformed rather than voided and the court or Governmental Authority making such determination shall have the power to reduce the scope, duration or geographical area of any invalid or unenforceable term or provision, to delete specific words or phrases, or encourage others to establish (replace any invalid or take preliminary steps enforceable term or provision with a term or provision that is valid and enforceable and that comes closest to establish) a business with, any employee or exclusive agent independent contractor expressing the intention of the Company invalid or its Subsidiaries that would interfere with unenforceable provision, in order to render the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions restrictive covenants set forth above, in this Section 7.7 enforceable to the fullest extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisionsLaw; and/or and (iii) recover the restrictive covenants set forth in this Section 7.7 shall be enforceable as so modified. (d) The parties hereby acknowledge and agree that irreparable damage would occur if this Section 7.7 were not performed in accordance with its specific terms and that any breach of this Section 7.7 by the other party could not be adequately compensated in all cases by monetary damages alone. Accordingly, in addition to any other right or cause remedy to which such party may be entitled, at law or in equity or under this Agreement, such party shall be entitled to enforce this Section 7.7 by a decree of specific performance and to temporary, preliminary and permanent injunctive relief to prevent breaches or threatened breaches of this Section 7.7, without posting any bond or other undertaking. (e) For the avoidance of doubt, none of the restrictions imposed by applicable subsections of this Section 7.7 shall apply to any Person that is an Affiliate of a party to this Agreement if such Person ceases to be recovered any cash paid or shares an Affiliate of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionsparty.

Non-Solicitation. While employed The Participant covenants and agrees that during his or her employment with the Company or its Affiliates and for a period of twelve (12) months subsequent to the one-year period starting on the date of Participant’s Termination of EmploymentEmployment for any reason, any whether involuntary or voluntary, the Participant who has received an Award under the Plan shall not, not directly or indirectly: (i) , as an owner, stockholder, director, employee, partner, agent, broker, or consultant recruit, hire or attempt to recruit or hire other than in connection employees of the Company or its Affiliates, nor shall the Participant contact or communicate with any other employees of the Company or its Affiliates for the purpose of inducing other employees to terminate their employment with the good-faith performance Company or its Affiliates. For purposes of his this Section 5, “other employees” shall refer to employees who are still actively employed by or her normal duties and responsibilities as an doing business with the Company or its Affiliates at the time of the attempted recruiting or hiring. In addition, Participant agrees not to hire or employ, either directly or indirectly, or aid in the hire or employ of any former employee of the Company or any Subsidiary, encourage any employee or agent its Affiliates within 60 days of the Company or any Subsidiary to terminate his or her relationship with the Company or any Subsidiary; (ii) employ, engage as a consultant or adviser, or solicit the employment or engagement as a consultant or adviser of, any employee or agent of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do any of the foregoing; (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away former employee's separation date from the Company or its Subsidiaries, any Person who Affiliates. Participant acknowledges and agrees that the damage to Company and its Affiliates if Participant breaches this Section 5 or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth abovecontained in any written agreement by and between the Participant and the Company will be extremely difficult to determine. Therefore, Participant agrees that if Participant violates this Section 5 or the non-solicitation provisions contained in any written agreement by and between the Participant and the Company, Participant will pay to the extent permitted Company the value of the RSUs received and all costs incurred by applicable lawCompany, the Board including its reasonable attorneys' fees, in any claim against Participant or the Committee may, to defend against any claim made by Participant related to the subject-matter herein. To the extent permitted by applicable law, (i) cancel or cause applicable, all Awarded Units shall immediately cease to be cancelled any or all vest as of the Participant's outstanding Awards granted after May 19date of such breach, 2009; (ii) recover or cause to be recovered and any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date Vested RSUs that is one year had not been converted into Shares prior to the date of such breach and any Unvested RSUs shall be immediately forfeited and this Agreement (other than the provisions of this Section 5) will be terminated on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any of such the non-solicitation provisionsbreach.

Non-Solicitation. While employed and for the one-year (a) For a period starting commencing on the date of Termination this Agreement and ending on the second anniversary of Employmentthe Closing Date (the “Nonsolicitation Period”), neither Buyers nor the Company shall, directly or indirectly, for itself or on behalf of or in conjunction with any Participant other person (other than as a holder of not more than one percent (1%) of the outstanding stock of a corporation), nor shall it permit any of its subsidiaries, directors, officers, employees, agents, advisors or representatives to, directly or indirectly, call upon any person who has received is, at the time the person is called upon, an Award under employee of Parent, for the Plan purpose or with the intent of soliciting such employee away from or out of the employ of Parent, or employ or offer employment to any person who was or is employed by Parent unless such person shall have ceased to be employed by Parent for a period of at least six months; provided, that, at the request of any Buyer or any Affiliate thereof, Parent may, in its sole discretion, determine to waive this provision with respect to one or more such employees of Parent, such waiver to be evidenced in a writing delivered by Parent to such Buyer; provided, further, that notwithstanding anything to the contrary in this Agreement, for a period of six (6) months after the Closing the Company may solicit up to an aggregate of ten (10) employees of Parent (excluding employees of Parent employed by Force or any of its subsidiaries) for purposes of post-Closing employment with the Company and; provided, further, that in the event Buyers or the Company hire any such employee at any time during the Continuation Period, such employee shall be deemed to be a “Transferred Employee” for all purposes hereunder as of the respective date of hire. (b) During the Nonsolicitation Period, Parent shall not, directly or indirectly: , for itself or on behalf of or in conjunction with any other person (i) other than in connection with as a holder of not more than one percent (1%) of the good-faith performance outstanding stock of his a corporation), nor shall it permit any of its subsidiaries, directors, officers, employees, agents, advisors or her normal duties and responsibilities as representatives to, directly or indirectly, call upon any person who is, at the time the person is called upon, an employee of the Company, for the purpose or with the intent of soliciting such employee away from or out of the employ of the Company, or employ or offer employment to any person who was or is employed by the Company unless such person shall have ceased to be employed by the Company, as applicable, for a period of at least six (6) months; provided, that, at the request of Parent, any Buyer may, in its sole discretion, determine to waive this provision with respect to one or more such employees of the Company, such waiver to be evidenced in a writing delivered by such Buyer to Parent. (c) The foregoing Sections 5.11(a) and (b) shall not be deemed to prohibit any Subsidiaryperson from engaging in general media advertising or solicitation that may be targeted to a particular geographic or technical area but that is not targeted towards employees of Parent (in the case of Section 5.11(a)) or the Company (in the case of Section 5.11(b)). (d) For purposes of this Section 5.11, encourage any employee or agent references to “Parent” shall mean Parent, together with its Affiliates (excluding the Company Entities and Parent Brazil with respect to the Brazilian Operations) and references to the Company shall mean each of the Company or any Subsidiary to terminate his or her relationship Entities, Parent Brazil with the Company or any Subsidiary; (ii) employ, engage as a consultant or adviser, or solicit the employment or engagement as a consultant or adviser of, any employee or agent of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do any of the foregoing; (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth above, respect to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exerciseBrazilian Operations and Brazil NewCo, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or and after the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionsBRT Date.

Non-Solicitation. While employed If the Grantee has an Employment Agreement which contains a non-solicitation provision, then the terms of such Employment Agreement shall govern the terms of this non-solicitation provision; provided, however, if the Grantee is not a party to any such Employment Agreement or such Employment Agreement does not contain a non-solicitation provision, then the Grantee agrees that during the Grantee’s employment (including any applicable Notice Period), and for six (6) months following any termination thereof, the one-year period starting on the date of Termination of Employment, any Participant who has received an Award under the Plan Grantee shall not, without the Company’s prior written consent, directly or indirectly: indirectly (i1) other than in connection with the good-faith performance of his solicit or her normal duties and responsibilities as an induce, or cause others to solicit or induce, any director, officer, or employee of the Company or any SubsidiaryAffiliate, encourage to leave the Company or such Affiliate or in any way modify his relationship with the Company or such Affiliate, (2) hire or cause others to hire any director, officer, or employee or agent of the Company or any Subsidiary to terminate his Affiliate, (3) encourage or her assist in the hiring process of any director, officer, or employee of the Company or any Affiliate, or in the modification of any such person’s relationship with the Company or any Subsidiary; (ii) employ, engage as a consultant or advisersuch Affiliate, or solicit cause others to participate, encourage, or assist in the employment hiring process of any director, officer, or engagement as a consultant or adviser of, any employee or agent of the Company or Subsidiary any Affiliate, (other than 4) interfere in any way with the rendering of professional services by or to the Company or its Subsidiaries)any Affiliate by any client, prospective client, consultant, independent contractor, or cause or encourage any Person to do any of the foregoing; (iii) establish (or take preliminary steps to establish) a business withvendor, or encourage others to establish his or its respective individual employees, or (5) solicit the trade or take preliminary steps to establish) a business with, patronage of any employee client or exclusive agent independent contractor customer or any prospective client or customer of the Company or its Subsidiaries that would interfere any Affiliate (for this purpose a prospective client or customer shall only include prospective clients or customers who were actively solicited within the six (6) month period prior to the Grantee’s termination where the Grantee participated in or was aware of such solicitation), for purposes of engaging in any business relationship with the relationship between respect to any products, services, trade secrets, or other matters in which the Company or its Subsidiaries such Affiliate is active, provides or has committed plans to provide; provided, however, if Grantee’s new employer solicits a client or customer without Grantee’s knowledge and the employee without Grantee’s participation, then such client or agent; or (iv) interfere with the relationship of the Company customer shall not be deemed to be a client or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, prospective client or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any customer for purposes of the non-solicitation provisions set forth above, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisions.this Section 2.3(a)(5).][FOR EMPLOYEES ONLY]

Non-Solicitation. While employed (i) Each Seller shall not and for each Seller shall cause its Affiliates not to, directly or indirectly, on behalf of itself or any other Person solicit or attempt to solicit during the period beginning on the date hereof and ending on the thirty-month anniversary of the date hereof (the “Restricted Period”), the employment of any Transferred Employee or otherwise encourage, induce, solicit or attempt to encourage, induce or solicit any Transferred Employee to leave the employment of or engagement with Buyer or any of its Affiliates; and (ii) Each of the parties agree that during the period beginning on the date hereof and ending on the one-year period starting anniversary of the date hereof, Buyer and each Seller (Buyer on the date of Termination of Employmentone hand, any Participant who has received and each Seller, on the other hand, each an Award under the Plan “Employer” with respect to its Restricted Employee) shall notnot and shall cause their respective Affiliates not to, directly or indirectly: , on behalf of itself or any other Person solicit or attempt to solicit, the employment of any Restricted Employee or otherwise encourage, induce, solicit or attempt to encourage, induce or solicit any Restricted Employee to leave the employment of or engagement with Buyer or any of its Affiliates; provided, however, the foregoing restrictions in clauses (i) other than in connection with the good-faith performance of his or her normal duties and responsibilities as an employee of the Company or any Subsidiary, encourage any employee or agent of the Company or any Subsidiary to terminate his or her relationship with the Company or any Subsidiary; (ii) employ, engage shall not apply to (A) any general advertisement or use of search firms or recruiters (or hiring as a consultant result thereof) which is not directed at Transferred Employees or adviser, Restricted Employees or solicit (B) the employment hiring of any Transferred Employee or engagement as a consultant or adviser of, any employee or agent of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do any of the foregoing; (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere Restricted Employee with the relationship between the Company prior written consent of Buyer or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth above, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, Seller as the case may be. For purposes of this Section 5.1(b)(ii), the term “Restricted Employee” shall mean any employee of any Award granted after May 19, 2009, if Employer with whom the sale other party had contact during the course of the Marketing Agreement or disposition was effected on or after during the date that is one year prior to negotiation of the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant transactions contemplated in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionsthis Agreement.

Non-Solicitation. While employed (a) From and for the one-year period starting on after the date of Termination this Agreement until the earlier of Employmentthe Appointment Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, and except as otherwise expressly provided for in this Section 5.2, the Company agrees that it shall not (and shall not permit any Participant who has received an Award under the Plan Company Subsidiary to), and that it shall notuse its reasonable best efforts to cause its Affiliates and Representatives not to, directly or indirectly: : (i) other than in connection with solicit, initiate or knowingly facilitate or encourage the good-faith performance submission of his or her normal duties and responsibilities as an employee of the Company any Competing Proposal or any Subsidiaryinquiries with respect thereto, encourage any employee or agent of the Company or any Subsidiary to terminate his or her relationship with the Company or any Subsidiary; (ii) employ, engage as a consultant initiate or adviserparticipate in any negotiations regarding, or solicit the employment or engagement as a consultant or adviser offurnish to any person any nonpublic information with respect to, any employee Competing Proposal, (iii) engage in discussions with any person with respect to any Competing Proposal, (iv) approve or agent recommend, or propose publicly to approve or recommend, any Competing Proposal, or, if a Competing Proposal has been publicly disclosed, fail to publicly recommend against any such Competing Proposal within ten (10) business days of the Company or Subsidiary (other than by request of Parent and reaffirm the Company Board Recommendation within such ten (10) business day period, (v) withdraw, change, amend, modify or its Subsidiaries)qualify, or cause otherwise propose publicly to withdraw, change, amend, modify or encourage qualify, in a manner adverse to Parent or Purchaser, or otherwise make any Person statement or proposal inconsistent with, the Company Board Recommendation, (vi) fail to include the Company Board Recommendation in the Schedule 14D-9 or any Proxy Statement, as applicable, (vii) approve, recommend, authorize, agree to, accept or enter into any binding or non-binding letter of intent or similar document or any agreement, arrangement or commitment related to any actual or proposed Competing Proposal, or (viii) resolve, propose or agree to do any of the foregoing;foregoing (any act or failure to act relating to clauses (iv), (v) and (vi) or clause (viii) with respect to any matter covered in said clauses (iv), (v) or (vi)) above, a “Change of Recommendation”). (b) The Company shall, and shall cause each of the Company Subsidiaries and its Representatives to, (i) immediately cease and cause to be terminated any existing discussions or negotiations with any Person or its Representatives (other than the parties hereto) conducted heretofore or that may be ongoing with respect to, or that may reasonably be expected to lead to, any Competing Proposal, (ii) obtain the prompt return or destruction of all information previously furnished to any such Person or its Representatives and written certification of such return or destruction and (iii) establish take such action as is necessary to enforce any confidentiality or “standstill” provisions or provisions of similar effect to which it is a party or of which it is a beneficiary. (c) The Company promptly (and in any event within forty-eight (48) hours) shall advise Parent orally and in writing of (i) any Competing Proposal and of any determinations made by the Company or take preliminary steps the Company Board of Directors with respect to establishany Competing Proposal and (ii) any request for non-public information relating to the Company or the Company Subsidiaries, including the terms and conditions of any such Competing Proposal. The Company shall keep Parent apprised on a business withcurrent basis of the status (including any material change to the terms thereof) of any such Competing Proposal. (d) Notwithstanding the limitations set forth in Section 5.2(a), or encourage others if the Company receives prior to establish (or take preliminary steps to establish) a business withthe Appointment Time an unsolicited bona fide written Competing Proposal, any employee or exclusive agent independent contractor which in the good faith determination of the Company or its Subsidiaries that would interfere Board of Directors, after consultation with the relationship between Company’s outside legal and financial advisors (i) constitutes a Superior Proposal or (ii) could reasonably be expected to result, after the taking of any of the actions referred to in either of clause (x) or (y) below, in a Superior Proposal from the proponent of the Competing Proposal, the Company may, prior to the Appointment Time, take the following actions (but only if and to the extent that the Company Board of Directors first concludes in good faith after consultation with its outside legal counsel, that the failure to do so would be inconsistent with its fiduciary duties to the Company’s stockholders under applicable Law and provides Parent with prior notice): (x) furnish nonpublic information to the third party making such Competing Proposal, if, and only if, prior to so furnishing such information, the Company receives from the third party an executed Acceptable Confidentiality Agreement and (y) engage in discussions or negotiations with the third party with respect to the Competing Proposal; provided, however, that as promptly as reasonably practicable (and in any event within forty-eight (48) hours) following the Company taking such actions as described in clauses (x) and (y) above, the Company shall (A) provide the notice and information set forth in Section 5.2(g) hereof, including without limitation written notice to Parent of such Competing Proposal, the determinations of the Company Board of Directors as provided for in clauses (i)­(ii) above, as applicable, and actions taken by the Company and its Representatives (with respect to which the Company shall keep Parent apprised on a current basis) and (B) provide to Parent any non-public information concerning the Company provided to such third party which was not previously provided to Parent. (e) Notwithstanding the limitations set forth in Section 5.2(a), prior to the Appointment Time, the Company Board of Directors may, with prompt (and in any event within forty-eight (48) hours) notice to Parent, effect a Change of Recommendation in response to an Effect occurring after the date hereof, other than of or relating to a Competing Proposal, if the Company Board of Directors has concluded in good faith after consultation with the Company’s outside legal and financial advisors that the failure of the Company Board of Directors to effect a Change of Recommendation would be inconsistent with the exercise of the fiduciary duties of the Company Board of Directors to the Company’s stockholder under applicable Law. (f) Notwithstanding the limitations set forth in Section 5.2(a), if the Company Board of Directors has concluded in good faith after consultation with the Company’s outside legal and financial advisors that a Competing Proposal constitutes a Superior Proposal (and remains such after taking into account any proposals offered by Parent or Purchaser) and that the failure to do so would be inconsistent with the fiduciary duties of the Company Board of Directors to the Company’s stockholders under applicable Law, then the Company Board of Directors may prior to the Appointment Time cause the Company to, after complying with Section 5.2(g) hereof and paying Parent the Termination Fee in accordance with Section 8.2, enter into a binding written agreement with respect to such Superior Proposal and terminate this Agreement in accordance with Section 8.1. (g) Neither the Company nor the Company Board of Directors shall take any of the actions described in Section 5.2(f) or terminate this Agreement pursuant to Section 8.1(a)(v), in each case, unless (i) the Company shall have complied in all material respects with this Section 5.2, (ii) the Company shall have given Parent and Purchaser prompt (but in any event, within forty-eight (48) hours) written notice (a “Notice of Superior Proposal”) advising them of the decision of the Company Board of Directors to take such action, detailing the terms and conditions of the Competing Proposal that serves as the basis of such action and including copies of any definitive document or correspondence evidencing such Competing Proposal, and (iii) (A) the Company shall have given Parent and Purchaser three (3) business days after delivery of such notice to propose revisions to the terms of this Agreement and/or the Transactions (and/or make any other proposals) and during such time shall have negotiated and caused its Representatives to negotiate (if Parent and the Purchaser have notified the Company that they desire to negotiate), confidentially and in good faith with Parent and Purchaser so as to have such Competing Proposal cease to qualify as a Superior Proposal and (B) the Company Board of Directors shall have determined in good faith, after consultation with its outside financial and legal advisors and considering the results of such negotiations and giving effect to any proposals, amendments or modifications offered by Parent and Purchaser, that such Competing Proposal nevertheless remains a Superior Proposal and that failing to take the actions described in Section 5.2(f), as applicable, or terminating this Agreement pursuant to Section 8.1(a)(v), in each case as sought to be taken, would be inconsistent with the fiduciary duties of the Company Board of Directors to the Company’s stockholders under applicable Law. The Company acknowledges and agrees that each successive material amendment or material revision to any Superior Proposal or any material term thereof shall constitute a new Superior Proposal, as applicable, for all purposes of this Agreement, including without limitation with respect to necessitating the delivery of a new Notice of Superior Proposal, new two (2) business day period and new determinations by the Company Board of Directors as set forth herein. The Company shall keep Parent apprised of any such amendments or revisions or other developments with respect thereto. (h) Nothing contained in this Agreement shall prohibit the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away Board of Directors from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth above, disclosing to the extent permitted Company’s stockholders a position contemplated by applicable law, Rules 14d-9 and 14e-2(a) promulgated under the Board Exchange Act or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover making any disclosure to its stockholders if the Company Board of Directors has reasonably determined in good faith, after consultation with outside legal counsel, that the failure to do so would be inconsistent with any applicable Law; provided, that any such disclosure(s) (other than a “stop, look and listen” or cause similar communication confined to the type contemplated by Rule 14d-9(f) under the Exchange Act) shall be deemed to be recovered any a Change of Recommendation under Section 5.2(a) hereof unless the Company Board of Directors expressly and unconditionally reaffirms the Company Board Recommendation within ten (10) business days of a request by Parent or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionsPurchaser.

Non-Solicitation. While employed To preserve the value and for goodwill of the one-year business of the Company being transferred to Parent as part of the Merger, Stockholder further agrees that during the period starting commencing on the date Closing Date and ending on the 36-month anniversary of Termination the Closing Date or the termination of EmploymentStockholder’s employment with Parent or Merger Sub Two or any subsidiary thereof, whichever occurs later (or, in the event any Participant who has received an Award under reviewing court finds thirty-six (36) months to be overbroad and unenforceable, ending on the Plan 24-month anniversary of the Closing Date or the termination of Stockholder’s employment with Parent or Merger Sub Two or any subsidiary thereof, whichever occurs later) (or, in the event any reviewing court finds twenty-four (24) months to be overbroad and unenforceable, ending on the 12-month anniversary of the Closing Date or the termination of Stockholder’s employment with Parent or Merger Sub Two or any subsidiary thereof, whichever occurs later) (the “Non-Solicitation Period”), Stockholder shall not, without the prior written consent of Parent, solicit, encourage, or take any other action, directly or indirectly: , that is intended to induce or encourage, or has the effect of inducing or encouraging, any employee of Merger Sub Two or Parent, or any subsidiary of Merger Sub Two or Parent, to (i) other than in connection with the good-faith performance of leave his or her normal duties and responsibilities as an employee of the Company employment with Merger Sub Two or Parent, or any Subsidiarysubsidiary of Merger Sub Two or Parent, encourage any employee or agent of the Company or any Subsidiary to terminate his of their respective successors or her relationship with the Company assigns or any Subsidiary; (ii) employengage in any activity in which Stockholder would, engage as a consultant or adviserunder the provisions of Section 2 hereof, or solicit the employment or engagement as a consultant or adviser of, any employee or agent of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do any of be prohibited from engaging. Notwithstanding the foregoing; (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor for purposes of the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship withthis Agreement, the Company placement of general advertisements that may be targeted to a particular geographic or its Subsidiaries. If a Participant violates technical area but that are not specifically targeted toward employees of Merger Sub Two or Parent or any subsidiary of the non-solicitation provisions set forth aboveMerger Sub Two or Parent or their respective successors or assigns, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause shall not be deemed to be cancelled any or all a breach of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionsthis Section 3.

Non-Solicitation. While employed and for (a) From the oneSpin-year period starting on Off Date until the date of Termination of Employmentthat is three (3) years after the Spin-Off Date, any Participant who has received an Award under the Plan SpinCo shall not, and shall cause each of its Affiliates and its and their Representatives (to the extent acting on their behalf) not to, without the prior written consent of Cogint, directly or indirectly: , (i) other than solicit for employment (or service) or employ (or engage) any current officer or non-administrative employee of the Cogint Group (the “Cogint Group Employees”) or (ii) knowingly induce or encourage any Cogint Group Employee to no longer be employed by or provide services to the Cogint Group; provided, however, that nothing in connection this Section 6.11(a) shall prohibit SpinCo or any of its Affiliates or Representatives from (A) engaging in general solicitations to the public or general advertising, including in periodicals, newspapers, trade publications and the Internet, not directly targeted at the Cogint Group Employees, (B) soliciting or employing any person who has been terminated by a Cogint Entity, (C) employing or otherwise working with the good-faith performance any Cogint Group Employee who initiates employment discussions with SpinCo or any of its Affiliates solely on his or her normal duties and responsibilities as an employee of the Company own initiative without any direct or indirect solicitation by or encouragement from SpinCo or any Subsidiaryof its Affiliates, encourage or (D) soliciting or employing any employee person who has resigned from employment with a Cogint Entity at least six (6) months prior to such solicitation or agent of the Company or any Subsidiary to terminate his or her relationship with the Company or any Subsidiary;employment. (iib) employ, engage as a consultant or adviser, or solicit From the employment or engagement as a consultant or adviser of, any employee or agent of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do any of the foregoing; (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the nonSpin-solicitation provisions set forth above, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after Off Date until the date that is one year three (3) years after the Spin-Off Date, Cogint shall not, and shall cause each of its Affiliates and its and their Representatives (to the extent acting on their behalf) not to, without the prior written consent of SpinCo, directly or indirectly, (i) solicit for employment (or service) or employ (or engage) any current officer or non-administrative employee of the SpinCo Group (the “SpinCo Group Employees”) or (ii) knowingly induce or encourage any SpinCo Group Employee to no longer be employed by or provide services to the SpinCo Group; provided, however, that nothing in this Section 6.11(b) shall prohibit Cogint or any of its Affiliates or Representatives from (A) engaging in general solicitations to the public or general advertising, including in periodicals, newspapers, trade publications and the Internet, not directly targeted at SpinCo Group Employees, (B) soliciting or employing any person who has been terminated by a SpinCo Entity, (C) employing or otherwise working with any SpinCo Group Employee who initiates employment discussions with Cogint or any of its Affiliates solely on his or her own initiative without any direct or indirect solicitation by or encouragement from Cogint or any of its Affiliates, or (D) soliciting or employing any person who has resigned from employment with a SpinCo Entity at least six (6) months prior to the date on which the Participant first violated any such non-solicitation provisions; and/oror employment. (iiic) recover Cogint and SpinCo acknowledge that the covenants set forth in this Section 6.11 are reasonable in order to protect the value of the Restricted Business, its goodwill and the Cogint Group and in light of the activities and nature of the Restricted Business and the businesses of the parties hereto and their respective Affiliates and the current plans of the Restricted Business and the businesses of the parties hereto and their respective Affiliates. It is the intention of the parties that if any restriction or cause to be recovered any cash paid or shares of Stock issued to the Participant covenant contained in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisions.this

Non-Solicitation. While employed and for (a) From the one-year period starting on Distribution Date until the date of Termination of Employmentthat is two (2) years after the Distribution Date, any Participant who has received an Award under the Plan New BBX Capital shall not, and shall cause each of its Affiliates and its and their Representatives (to the extent acting on their behalf) not to, without the prior written consent of Parent, directly or indirectly: , (i) other than solicit for employment or service, or employ or engage (or refer to another Person for the purpose of such Person soliciting for employment or service, or employing or engaging) any then-current employee of the Parent Group (the “Parent Group Employees”) or (ii) knowingly induce or encourage any Parent Group Employee to no longer be employed by or provide services to the Parent Group; provided, however, that nothing in connection this Section 6.11(a) shall prohibit New BBX Capital or any of its Affiliates or Representatives from (A) engaging in general solicitations to the public or general advertising, including in periodicals, newspapers, trade publications and the Internet, not directly targeted at the Parent Group Employees, (B) soliciting or employing any person who has been terminated by a Parent Entity, (C) employing or otherwise working with the good-faith performance any Parent Group Employee who initiates employment discussions with New BBX Capital or any of its Affiliates solely on his or her normal duties own initiative without any direct or indirect solicitation by or encouragement from New BBX Capital or any of its Affiliates, or (D) soliciting or employing any person who has resigned from employment with a Parent Entity at least six (6) months prior to such solicitation or employment. (b) From the Distribution Date until the date that is two (2) years after the Distribution Date, Parent shall not, and responsibilities as an shall cause each of its Affiliates and its and their Representatives (to the extent acting on their behalf) not to, without the prior written consent of New BBX Capital, directly or indirectly, (i) solicit for employment or service, or employ or engage (or refer to another Person for the purpose of such Person soliciting for employment or service, or employing or engaging) any then-current employee of the Company New BBX Capital Group (the “New BBX Capital Group Employees”) or (ii) knowingly induce or encourage any New BBX Capital Group Employee to no longer be employed by or provide services to the New BBX Capital Group; provided, however, that nothing in this Section 6.11(b) shall prohibit Parent or any Subsidiaryof its Affiliates or Representatives from (A) engaging in general solicitations to the public or general advertising, encourage including in periodicals, newspapers, trade publications and the Internet, not directly targeted at New BBX Capital Group Employees, (B) soliciting or employing any employee person who has been terminated by a New BBX Capital Entity, (C) employing or agent of the Company otherwise working with any New BBX Capital Group Employee who initiates employment discussions with Parent or any Subsidiary to terminate of its Affiliates solely on his or her relationship with the Company own initiative without any direct or indirect solicitation by or encouragement from Parent or any Subsidiary;of its Affiliates, or (D) soliciting or employing any person who has resigned from employment with a New BBX Capital Entity at least six (6) months prior to such solicitation or employment. (iic) employNotwithstanding the foregoing, engage as a consultant Sections 6.11(a) and (b) shall not restrict or adviser, or solicit prohibit the employment or engagement of any individual who is agreed by the Parties to serve as an officer or employee of both a consultant or adviser of, any employee or agent member of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do any Parent Group and a member of the foregoing;New BBX Capital Group following the Spin-Off, including, without limitation, the individuals to serve as executive offices of both Parent and New BBX Capital following the Spin-Off as described in the Information Statement. (iiid) establish (or take preliminary steps to establish) a business withParent and New BBX Capital acknowledge that the covenants set forth in this Section 6.11 are reasonable in order to, or encourage others to establish (or take preliminary steps to establish) a business withamong other things, any employee or exclusive agent independent contractor protect the value of their respective businesses and goodwill. It is the intention of the Company Parties that if any restriction or its Subsidiaries that would interfere with the relationship between the Company covenant contained in this Section 6.11 is held to cover a geographic area or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship to be for a length of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or time which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth above, to the extent not permitted by applicable lawLaw, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause in any way construed to be cancelled too broad or to any extent invalid, such restriction or all covenant may be amended by a court of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover competent jurisdiction to interpret or cause to be recovered any or all Proceeds resulting from any sale or other disposition reform (including by substitution, addition or deletion of words and numbers) this Section 6.11 to provide for a covenant having the Companymaximum enforceable geographic area, time period and other provisions (not greater than those contained in this Section 6.11) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any would be valid and enforceable under such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionsLaw.

Non-Solicitation. While employed and Each of the Buyer Parties agree that: (a) for the one-year period starting commencing on the date of Termination this Agreement and expiring on the thirty-sixth month anniversary of Employmentthe Closing Date, without the prior written consent of Seller Parent, neither it nor any Participant who has received an Award under of its Affiliates (including the Plan shall notTransferred Entities following the Closing) shall, directly or indirectly:, (A) induce or encourage or solicit any Person who is an employee of any of the Seller Parties (other than a Transferred Employee) or any of their respective Affiliates to leave such employee’s employment or to accept any other position or employment with a Buyer Party or any of its Affiliates (including the Transferred Entities following the Closing) or (B) hire or assist any other Person in hiring such employee; (ib) for the period commencing on the date of this Agreement and expiring at the Closing, neither it nor any of its Affiliates shall, directly or indirectly, (A) induce or encourage or solicit any Employee to leave such Employee’s employment with any Seller Party or any of its Affiliates (including the Transferred Entities) prior to the Closing or (B) hire or assist any other than Person in connection hiring such Employee; and (c) if this Agreement is terminated prior to the Closing, for a period commencing on the date on which this Agreement is terminated and expiring on the second anniversary of such termination, without the prior written consent of Seller Parent, neither it nor any of its Affiliates shall, directly or indirectly, (A) induce or encourage or solicit any Employee to leave such Employee’s employment or to accept any other position or employment with a Buyer Party or any of its Affiliates or (B) hire or assist any other Person in hiring such Employee; provided, however, that this Section 6.17 shall not apply to employees (including Employees) who have not been employed by any Seller Party or any of their respective Affiliates at any time during the good-faith performance six months prior to the applicable inducing, encouraging, soliciting or hiring, (y) shall not apply to Persons whose employment was terminated by any Seller Party or any of his their respective Affiliates and (z) shall not prohibit general solicitations for employment through advertisements or her normal duties and responsibilities as other means (including the hiring of any Person resulting therefrom that is not known to be an employee of the Company or any Subsidiary, encourage any employee or agent of the Company or any Subsidiary to terminate his or her relationship with the Company or any Subsidiary; (ii) employ, engage as a consultant or adviser, or solicit the employment or engagement as a consultant or adviser of, any employee or agent of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do any of the foregoing; (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth aboveSeller Parties, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that solicitation is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionstargeted).

Non-Solicitation. While employed and for the one-year period starting on the date of Termination of Employment, any Participant who has received an Award under the Plan (a) BSC shall not, and shall cause its Affiliates not to, without the prior written consent of the Purchaser or except as expressly provided in any Ancillary Agreement, for a period of 18 months from the applicable Employee Transfer Date, directly or indirectly: , solicit for employment or hire any Transferred Employee whose employment was transferred as of such Employee Transfer Date; provided that (i) other than in connection with the good-faith performance of BSC and its Affiliates are not prohibited from employing any such person who contacts BSC or any such Affiliate on his or her normal duties own initiative and responsibilities without any direct or indirect solicitation by BSC or such Affiliate, and (ii) the term “solicit for employment” shall not be deemed to include general solicitations of employment not specifically directed toward any such Person. (b) The Purchaser shall not, and shall cause its Affiliates not to, without the prior written consent of BSC or except as an expressly provided in any Ancillary Agreement, for a period of (x) except as otherwise provided in clause (y) below, 18 months from the Closing Date in the case of clause (I) below and 12 months from the Closing Date in the case of clause (II) below, directly or indirectly, solicit for employment or hire any individual who is employed by BSC or any of its Affiliates as of the date hereof (or at any time during such period) and (I) becomes known to the Purchaser or any of its Affiliates or any officer, director, employee, agent or advisor of the Purchaser or its Affiliates as a result of the transactions contemplated by this Agreement or the Ancillary Agreements or (II) is recommended as a potential employee of the Company Purchaser or any Subsidiaryof its Affiliates (who, encourage when hired, would be classified as a Manager or above in the Purchaser’s human resources system) by any employee or agent of the Company individuals who received a Special Retention Bonus Program Participation Notice as described in Section 6.03 of the Disclosure Schedule, to the individual with responsibility for hiring decisions on behalf of the Purchaser or any Subsidiary of its Affiliates or (y) 18 months from the Cork Manufacturing Transfer Date, the Fremont Manufacturing Transfer Date or the West Valley Manufacturing Transfer Date (as applicable), directly or indirectly, solicit for employment or hire any individual (other than the Transferred Employees) who (A) is employed in the Cork Facility or the Fremont manufacturing facility by BSC or any of its Affiliates as of the Cork Manufacturing Transfer Date or the Fremont Manufacturing Transfer Date, respectively, or (B) was employed in the West Valley Facility prior to terminate the West Valley Manufacturing Transfer Date and is employed elsewhere by BSC or any of its Affiliates as of the West Valley Manufacturing Transfer Date; provided that (i) the Purchaser and its Affiliates are not prohibited from employing any such person who contacts the Purchaser or any such Affiliate on his or her relationship with own initiative and without any direct or indirect solicitation by the Company Purchaser or any Subsidiary; such Affiliate, and (ii) employ, engage as a consultant the term “solicit for employment” or adviser, or solicit the “solicitation” shall not be deemed to include general solicitations of employment or engagement as a consultant or adviser of, any employee or agent of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do any of the foregoing; (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth above, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated not specifically directed toward any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionsperson.

Non-Solicitation. While For a period of ten (10) years from the Effective Date, neither Party nor its affiliates or subsidiaries shall directly or indirectly solicit, recruit or hire (either as an employee or as a contractor), or attempt to solicit, recruit or hire (either as an employee or as a contractor) any of the other Party’s employees or any other individuals who were individually contracted-for, or any person who was employed and or engaged as an employee or such an individual who was individually contracted-for by the one-other Party at any time within the preceding one year period starting on (such persons being hereinafter referred to as an “Agent”); provided, however, that this shall not prohibit a Party from advertising for open positions provided that such advertisements are not targeted solely at the date Agents of Termination the other Party. Further, for a period of Employmentten (10) years after the Effective Date, any Participant who has received an Award under the Plan neither Party nor its affiliates or subsidiaries shall not, directly or indirectly: (i) , for its own benefit or for the benefit of a third party, induce or attempt to induce any Agent of the other than in connection Party to leave such Agent’s position with the good-faith performance other Party, or in any other way attempt to interfere with the employment, consulting or business relationship between the other Party and any Agent of his such other Party. In addition, Licensor represents, warrants, and covenants that if Licensor shall license, sublicense, sell or her normal duties and responsibilities otherwise transfer the LMT Technology to any third party after the Effective Date of this Agreement (each such third party, a “LMT Licensee”), Licensor shall include, as a condition to any such license, sublicense, sale or transfer, a covenant that for a period of ten (10) years after the Effective Date, neither the LMT Licensee nor its affiliates or subsidiaries shall directly or indirectly solicit, recruit or hire (either as an employee of the Company or any Subsidiary, encourage any employee or agent of the Company or any Subsidiary to terminate his or her relationship with the Company or any Subsidiary; (ii) employ, engage as a consultant or adviser, or solicit the employment or engagement as a consultant or adviser of, any employee or agent of the Company or Subsidiary (other than by the Company or its Subsidiariescontractor), or cause attempt to solicit, recruit or encourage any Person to do hire (either as an employee or as a contractor) any of Licensee’s Agents; provided, however, that this shall not prohibit the foregoing; (iii) establish (LMT Licensee from advertising for open positions provided that such advertisements are not targeted solely at the Agents of Licensee. Each such agreement with an LMT Licensee shall further provide that so long as such license, sublicense, sale or take preliminary steps transfer remains in effect, neither the LMT Licensee nor its affiliates or subsidiaries shall directly or indirectly, for its own benefit or for the benefit of a third party, induce or attempt to establish) a business withinduce any Agent of Licensee to leave such Agent’s position with Licensee, or encourage others in any other way attempt to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere with the employment, consulting or business relationship between the Company or its Subsidiaries Licensee and the employee or agent; or (iv) interfere any Agent of Licensee. Licensor shall cause Licensee to be named a third party beneficiary of such provisions under each such agreement with an LMT Licensee, with the relationship of explicit right for Licensee to enforce such restrictions directly against the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth above, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionsLMT Licensee.

Non-Solicitation. While employed and for (a) For a period of twelve (12) months from the one-year period starting on the date of Termination of EmploymentClosing Date, any Participant who has received an Award under the Plan HFSG shall not, and shall cause its Affiliates not to, without the prior written consent of Buyer, directly or indirectly: , solicit for employment, employ or hire any Business Employee; provided, that HFSG and its Affiliates may solicit, employ or hire any such Person who was terminated or otherwise discharged by any of the Acquired Companies or their respective Affiliates at least three (i3) other than months prior to the first such solicitation or employment; provided, further, that nothing in connection with the good-faith performance this Section 8.08(a) shall prohibit Seller or any of its Affiliates from employing or hiring any Person who contacts Seller or any of its Affiliates on his or her normal duties own initiative without direct solicitation or as a result of a general solicitation to the public or general advertising not directed at Business Employees. (b) For a period of twelve (12) months from the Closing Date, Buyer shall not, and responsibilities as an shall cause its Subsidiaries (including the Acquired Companies) not to, without the prior written consent of Seller, directly or indirectly, solicit for employment, employ or hire any employee of who received severance payments under the Company Seller Severance Plan, any Business Employee who does not become a Transferred Employee or any Subsidiaryindividual who provides transition services pursuant to the Transition Services Agreement; provided, encourage that Buyer and its Subsidiaries may solicit, employ or hire any such individual (other than any employee who received severance payments under the Seller Severance Plan or agent of the Company Business Employees who do not become Transferred Employees) who was terminated or otherwise discharged by Seller or any Subsidiary of its Affiliates at least three (3) months prior to terminate the first such solicitation or employment; provided, further, that nothing in this Section 8.08(b) shall prohibit Buyer or any of its Subsidiaries from employing or hiring any Person (other than any employees who received severance payments under the Seller Severance Plan or Business Employees who do not become Transferred Employees) who contacts Buyer or any of its Subsidiaries on his or her relationship with the Company own initiative without direct solicitation or any Subsidiary; (ii) employ, engage as a consultant or adviser, or solicit the employment or engagement as result of a consultant or adviser of, any employee or agent of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do any of the foregoing; (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-general solicitation provisions set forth above, to the extent permitted by applicable law, the Board public or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any general advertising not directed at such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionsindividuals.

Non-Solicitation. While employed Section 4.1 During the Term, Parent will not, without the prior written consent of Seller, and Parent will cause its controlled Affiliates (including, after the Closing, the Transferred Entities) not to: (a) encourage, induce, attempt to induce or solicit business from any customer or client of the Retained Business as of the Closing Date (collectively, the “Covered Customers”), in each case, for the one-year period starting purpose of interfering with the relationship between any such Covered Customer, on the date of Termination of Employmentone hand, and the Retained Business, on the other hand, by providing goods, products or services with respect to, or on behalf of, any Participant who has received an Award under business that competes with the Plan Retained Business (it being understood that the placement of general advertisements that may be targeted to a particular geographic or technical area, but which are not targeted directly towards a Covered Customer, shall notnot be prohibited or restricted under, or deemed to be a breach of, this Section 4.1(a)); or (b) encourage, induce, attempt to induce or solicit any Covered Customer to cease doing business with the Retained Business or Seller or any of its Affiliates. provided, that, except as expressly set forth in Section 4.1(a) or Section 4.1(b), nothing in this Agreement shall prohibit, restrict or otherwise limit the ability of Parent or any of its controlled Affiliates from doing business with any Covered Customer. Section 4.2 Notwithstanding anything to the contrary, nothing in this Section 4 shall prohibit or restrict Parent or any of its controlled Affiliates from, directly or indirectly: , (i) other than in connection with performing its obligations under the good-faith performance of his or her normal duties and responsibilities as an employee of the Company Purchase Agreement or any SubsidiaryAncillary Agreement, encourage any employee or agent of the Company or any Subsidiary to terminate his or her relationship with the Company or any Subsidiary; (ii) employ, engage owning as a consultant or adviserpassive investment less than five percent (5%) of the outstanding shares of the capital stock of a publicly-traded company that competes with the Retained Business, or solicit the employment or engagement as a consultant or adviser of, any employee or agent of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do any of the foregoing; (iii) establish owning as a passive investment an equity interest in a private debt or equity investment fund or vehicle (or take preliminary steps to establishany portfolio company (as such term is customarily understood in the private equity industry) a business with, or encourage others to establish (investment of any such fund or take preliminary steps to establishvehicle) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or in which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates neither Joby nor any of its Affiliates has the non-solicitation provisions set forth above, ability to the extent permitted by applicable law, the Board control or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, materially influence investment decisions or exercise of an Award granted after May 19any managerial control over such fund, 2009vehicle, if the vesting, settlement, portfolio company or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionsinvestment.

Non-Solicitation. While employed (a) In light of each Member’s access to Confidential Information and position of trust and confidence with the Company, each Member hereby agrees that, for so long as it or its Permitted Transferee, directly or indirectly, owns a Membership Interest and for a period of twelve (12) months thereafter (the one-“Restricted Period”), such Member shall not (and it shall cause its controlled Affiliates) directly or indirectly through one or more of any of its controlled Affiliates, hire or solicit, or encourage any other Person to hire or solicit, any individual who has been employed by the Company within one (1) year period starting on prior to the date of Termination such hiring or solicitation, or encourage any such individual to leave such employment. This Section 10.02(a) shall not prevent a Member or its controlled Affiliates from hiring or soliciting any employee or former employee of Employmentthe Company who responds to a general solicitation that is a public solicitation of prospective employees and not directed specifically to any Company employees. (b) In light of each Member’s access to Confidential Information and position of trust and confidence with the Company, any Participant who has received an Award under each Member further agrees that, during the Plan Restricted Period, it shall not, directly or indirectly: (i) other than in connection with the good-faith performance indirectly through one or more of his any of its controlled Affiliates, solicit or her normal duties and responsibilities as an employee entice, or attempt to solicit or entice, any clients, customers, or suppliers of the Company for purposes of diverting their business or services from the Company. (c) Each Member acknowledges and agrees that a breach or threatened breach of this Section 10.02 would give rise to irreparable harm to the other Member and the Company, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by such Member of any Subsidiarysuch obligations, encourage any employee or agent of the other Members and the Company or shall, in addition to any Subsidiary and all other rights and remedies that may be available to terminate his or her relationship with the Company or it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance, as well as an equitable account of all earnings, profits, and other benefits arising from any Subsidiary;such breach, and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (iid) employ, engage as Each Member acknowledges that the restrictions contained in this Section 10.02 are reasonable and necessary to protect the Members’ legitimate interests and constitute a consultant or adviser, or solicit material inducement to the employment or engagement as a consultant or adviser of, other Member to enter into this Agreement and consummate the transactions contemplated hereby. If any employee or agent court of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do competent jurisdiction determines that any of the foregoing; (iii) establish (or take preliminary steps to establish) a business withcovenants set forth in this Section 10.02, or encourage others to establish (or take preliminary steps to establish) a business withany part thereof, any employee or exclusive agent independent contractor is unenforceable because of the Company duration or geographic scope of such provision, such court shall have the power to modify any such unenforceable provision in lieu of severing such unenforceable provision from this Agreement in its Subsidiaries that would interfere with entirety, whether by rewriting the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries withoffending provision, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth above, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled deleting any or all of the Participant's outstanding Awards granted after May 19offending provision, 2009; (ii) recover adding additional language to this Section 10.02, or cause by making such other modifications as it deems warranted to be recovered any or all Proceeds resulting from any sale or other disposition (including carry out the intent and agreement of the parties, as embodied herein, to the Company) maximum extent permitted by Applicable Law. The parties hereto expressly agree that this Agreement as so modified by the court shall be binding on and enforceable against each of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionsthem.

Non-Solicitation. While employed (a) The Seller shall not and for shall cause ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and his controlled Affiliates (the one-year period starting on “Restricted Parties”) not to, prior to the date one (1)-year anniversary of Termination the Closing Date, solicit employment of Employmentemployees (x) of the Company or any Company Subsidiary or (y) either of the Buyers or their respective Affiliates; provided, however, that the restrictions contained in this Section 6.17(a) shall not apply to (a) general solicitations not specifically directed to any Participant who has received an Award under the Plan shall not, directly or indirectly: (i) other than in connection with the good-faith performance of his or her normal duties and responsibilities as an employee of the Company or any SubsidiaryCompany Subsidiary or either of the Buyers or their respective Affiliates, encourage and (b) any solicitation of an individual who is not employed by the Company or any Company Subsidiary or either of the Buyers or their respective Affiliates at the time of such solicitation of that individual and so long as such party did not cause, induce or attempt to cause or induce such employee to no longer be employed by such other party. (b) The OpCo Buyer shall not, and shall cause its controlled Affiliates not to, prior to the one (1)-year anniversary of the Closing Date (or such other date as mutually agreed by the Seller and OpCo Buyer), solicit employment of employees of ▇▇▇▇ Entertainment LLC; provided, however, that the restrictions contained in this Section 6.17(b) shall not apply to (a) general solicitations not specifically directed to any employee or agent of the Company or any Company Subsidiary to terminate his or her relationship with either of the Buyers or their respective Affiliates, and (b) any solicitation or hiring of an individual who is not employed by the Company or any Subsidiary; (ii) employ, engage as a consultant Company Subsidiary or adviser, or solicit the employment or engagement as a consultant or adviser of, any employee or agent either of the Company Buyers or Subsidiary (their respective Affiliates at the time of such solicitation or hiring of that individual and so long as such party did not cause, induce or attempt to cause or induce such employee to no longer be employed by such other than by party. Notwithstanding anything to the Company or its Subsidiariescontrary in this Section 6.17(b), or cause or encourage any Person to do any the OpCo Buyer may solicit employment of the foregoing; (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor employees of the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth above, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year ▇▇▇▇ Entertainment LLC prior to the date on which the Participant first violated any end of such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, period if the vesting, settlement, or exercise occurred on or after the date that is one year such employment does not commence prior to the date on which the Participant first violated any end of such the non-solicitation provisionsperiod.

Non-Solicitation. While employed and for During the one-year period starting on the date of Termination of EmploymentRestricted Period, any Participant who has received an Award under the Plan each Party shall not, and shall cause its Subsidiaries not to, directly or indirectly: (a) solicit, cause, induce or attempt to solicit, cause or induce any customer, supplier, licensee, licensor, franchisee, employee, consultant or other Person who is a business relation of the other Party or any of its Subsidiaries as of and giving effect to the Closing to (i) other than in connection cease doing business with the good-faith performance of his or her normal duties and responsibilities as an employee of the Company other Party or any Subsidiaryof its Subsidiaries, encourage any employee or agent of the Company or any Subsidiary to terminate his or her relationship with the Company or any Subsidiary; (ii) employ, to engage as a consultant or adviser, or solicit the employment or engagement as a consultant or adviser of, in business with any employee or agent competitor of the Company other Party or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do any of the foregoing; its Subsidiaries (but solely with respect to a Competing Business) or (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would materially and adversely interfere with the relationship between any such customer, supplier, licensee, licensor, franchisee, employee, consultant or business relation of the Company other Party or any of its Subsidiaries and the employee or agentSubsidiaries; or (ivb) interfere with the relationship of the Company solicit for employment or its Subsidiaries withattempt to solicit otherwise, or endeavor to entice away from the Company other Party or any of its Subsidiaries, hire or retain any Person who or which at any time since the Participant's hire date was or is a material customer director, officer, employee, full-time consultant or material supplier ofcontractor, agent or other personnel of the other Party or any of its Subsidiaries (“Restricted Personnel”) as of the Closing or during the Restricted Period. (c) Notwithstanding the foregoing, this Section 5.11 shall not prohibit either Party or its Affiliates from (i) soliciting any Restricted Personnel of the other Party through a general advertisement not targeted at such Restricted Personnel, (ii) hiring or retaining any Restricted Personnel that respond to any such general advertisement, or maintained (iii) soliciting, hiring or retaining any Person that has not served as a material director, officer, employee, consultant, contract, agent or as other personnel of the other Party for at least six (6) months prior to such solicitation or employment. (d) Each Party hereby acknowledges and agrees that the restrictive period of time, geographic scope and scope of restricted activity specified herein are reasonable and necessary in view of the Transactions and the nature of the business relationship with, in which each Party is engaged. Each Party acknowledges and agrees that the Company or its Subsidiariesother would not have entered into this Agreement but for such Party’s agreements and obligations pursuant to this Section 5.11. If a Participant violates the scope of any stated restriction is too broad to permit enforcement of such restriction(s) to its full extent, then the non-solicitation provisions set forth above, Parties agree that such restriction shall be enforced and/or modified to the maximum extent permitted by applicable law. The Parties agree that, in the event of a breach of this Section 5.11, the Board or the Committee may, Restricted Period (for purposes of this Section 5.11 and only with respect to the extent permitted breaching party) shall be extended with respect to the breaching party by applicable law, (i) cancel or cause to be cancelled any or all the period of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionsbreach.

Non-Solicitation. While employed and for the one-year period starting on the date of Termination of Employment, any Participant who has received an Award under the Plan (a) Seller shall not, and shall cause its Affiliates not to, directly or indirectly:, during the period from the Closing Date until the second anniversary of the Closing Date, contact, approach or solicit for the purpose of offering employment to or hiring (whether as an employee, consultant, agent, independent contractor or otherwise), or hire, any person employed by Buyer (with respect to the Business) or the Longhorn Entities (or their respective Affiliates or successors-in-interest to the extent related to the Business) (other than employees whose annual base compensation is less than $75,000). (b) Buyer shall not, and shall cause its Affiliates not to, directly or indirectly, during the period from the Closing Date until the second anniversary of the Closing Date, contact, approach or solicit for the purpose of offering employment to or hiring (whether as an employee, consultant, agent, independent contractor or otherwise), or hire, any person employed by Seller (or its Affiliates or successors-in-interest), in either case for a position with Buyer or any of its Affiliates related to the Business (other than employees whose annual base compensation is less than $75,000). (c) Notwithstanding the foregoing, the Parties agree that the provisions of Section 9.7(a) and Section 9.7(b) shall not prohibit (i) other than in connection with the good-faith performance hiring of a person whose employment was terminated by his or her normal duties respective employer (or its Affiliates) and responsibilities who was not solicited by the other party (or its Affiliates in violation of Section 9.7(a) or (b), as an employee of the Company applicable, or any Subsidiary, encourage any employee or agent of the Company or any Subsidiary to terminate his or her relationship with the Company or any Subsidiary; (ii) employsolicitation by way of general advertising, engage as a consultant including general solicitations in any local, regional or advisernational newspapers or other publications or circulars or on internet sites or any search firm engagement which is not directed or focused on employees of Buyer, or solicit Seller or their respective Affiliates as applicable. (d) The Parties agree that the employment restraints created by the covenants in this Section 9.7 are no greater than necessary to protect the Parties’ respective legitimate interests, that damages would be an inadequate remedy and that a Person seeking to enforce this Section 9.7 shall be entitled to seek specific performance and injunctive relief as remedies for any breach hereof. Furthermore, the Parties agree that such covenants do not hinder, or engagement as a consultant or adviser ofotherwise cause hardship to, any employee party or agent its Affiliates with respect to finding other employees or any party’s or its Affiliates’ employees with respect to finding employment elsewhere. Similarly, the Parties agree that no party’s need for the protection afforded by the covenants of this Section 9.7 is outweighed by either the hardship to any other party or its Affiliates or any public interest. The existence of any claim or cause of action of a party against another party, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by a party of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage covenants contained in this Section 9.7. Should any Person to do any portion of the foregoing; (iii) establish (covenants in this Section 9.7 be held to be wholly or take preliminary steps partially invalid or unenforceable because such portion is held to establish) a business withbe overly broad or unreasonable in scope, such holding shall not invalidate or encourage others to establish (void the remainder of this Section 9.7 or take preliminary steps to establish) a business withthis Agreement, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee portions held to be overly broad or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries withunreasonable in scope shall be revised and reduced in scope so as to be valid and enforceable, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth aboveand shall be enforced as so reformed, to the maximum extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisions.

Non-Solicitation. While employed (a) Buyer agrees that it shall not, and shall cause its Affiliates (including the Companies on or after the Closing) not to, for a period commencing on the one-year period starting Effective Date and ending on the date that is twelve (12) months after the Closing Date, except as provided in the FTC Documents, solicit employment of Termination employees of EmploymentSellers or their Affiliates (but, following the Closing, excluding the employees of the Companies) with whom Buyer had substantial contact with as a result of the transactions contemplated by this Agreement; provided, however, that the restrictions contained in this Section 8.14(a) shall not apply to (a) general solicitations not specifically directed to any Participant employee of Sellers or their Affiliates, (b) any solicitation of employees of the Companies in connection with employment at the Companies, and (c) any solicitation or hiring of an individual who has received an Award under is not employed by Seller or its Affiliates at the Plan time of such solicitation or hiring of that individual and so long as such party did not cause, induce or attempt to cause or induce such employee to no longer be employed by Sellers or their Affiliates. (b) Buyer shall not, and shall cause its Affiliates (including the Companies on or after the Closing) not to, for a period commencing on the Effective Date and ending on the date that is twelve (12) months after the Closing Date, directly or indirectly, solicit for employment or in any other capacity any employee of Sellers or their Affiliates (but, following the Closing, excluding the employees of the Companies) in the St. Louis MO-IL metropolitan statistical area (except as provided for in the FTC Documents); provided, however, that Buyer and its Affiliates may: (i) other than solicit employees of the Companies in connection with employment at the good-faith performance of his or her normal duties and responsibilities as an employee of the Company or any Subsidiary, encourage any employee or agent of the Company or any Subsidiary to terminate his or her relationship with the Company or any SubsidiaryCompanies; (ii) employadvertise for employees in newspapers, engage as a consultant or advisertrade publications, or solicit the employment or engagement as a consultant or adviser of, any employee or agent of the Company or Subsidiary (other than by the Company or its Subsidiaries)media, or cause engage recruiters to conduct general employee search activities, in either case not targeted specifically at employees of Sellers or encourage any Person to do any of their Affiliates in the foregoingSt. Louis MO-IL metropolitan statistical area; (iii) establish hire employees of Sellers or their Affiliates in the St. Louis MO-IL metropolitan statistical area who apply for employment with Buyer or its Affiliates, as long as such employees were not solicited by Buyer or its Affiliates in violation of this Section 8.14; (iv) make offers of employment to or take preliminary steps employ or hire any employee of Sellers or their Affiliates in the St. Louis MO-IL metropolitan statistical area if Sellers have notified Buyer or its Affiliates in writing that Sellers and their Affiliates do not intend to establish) a business withmake an offer of employment to that employee, or encourage others where such an offer has been made and the employee has declined the offer, or where the employee’s employment has been terminated by Sellers or their Affiliates; or (v) solicit or hire any former employee of Sellers or their Affiliates in the St. Louis MO-IL metropolitan statistical area who is not employed by Sellers or their Affiliates at the time of such solicitation or hiring of such employee and so long as Buyer and its Affiliates did not cause, induce or attempt to establish cause or induce such employee to no longer be employed by Sellers or their Affiliates in violation of this Section 8.14. (or take preliminary steps c) Sellers shall not, and shall cause their Affiliates not to, for a period commencing on the Effective Date and ending on the date that is (x) with respect to establishemployees listed on Section 8.14(c) a business with, any employee or exclusive agent independent contractor of the Company Disclosure Letter, twenty-four (24) months after the Closing Date, or (y) for any other applicable employee, twelve (12) months after the Closing Date, directly or indirectly, solicit for employment or in any other capacity any employee of Buyer or its Subsidiaries Affiliates or the Companies in the St. Louis MO-IL metropolitan statistical area; provided, however, that would interfere with the relationship between the Company Sellers and their Affiliates may: (i) advertise for employees in newspapers, trade publications, or other media, or engage recruiters to conduct general employee search activities, in either case not targeted specifically at employees of Buyer or its Subsidiaries Affiliates; (ii) hire employees of Buyer or its Affiliates who apply for employment with Sellers or their Affiliates, as long as such employees were not solicited by Sellers or their Affiliates in violation of this Section 8.14; (iii) make offers of employment to or employ or hire any employee of Buyer or its Affiliates if Buyer has notified Sellers or their Affiliates in writing that Buyer and its Affiliates do not intend to make an offer of employment to that employee, or where such an offer has been made and the employee has declined the offer, or agentwhere the employee’s employment has been terminated by Buyer or its Affiliates; or (iv) interfere with the relationship solicit or hire any former employee of the Company Buyer or its Subsidiaries with, or endeavor to entice away from the Company Affiliates who is not employed by Buyer or its SubsidiariesAffiliates at the time of such solicitation or hiring of such employee and so long as Sellers and their Affiliates did not cause, any Person who induce or which at any time since the Participant's hire date was attempt to cause or is a material customer or material supplier of, or maintained a material business relationship with, the Company induce such employee to no longer be employed by Buyer or its Subsidiaries. If a Participant violates any Affiliates in violation of the non-solicitation provisions set forth above, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionsthis Section 8.14.

Non-Solicitation. While employed Employee agrees that during Employee’s employment with the Company and for an additional period of the one-year period starting on two (2) years immediately following termination of Employee’s employment with the date of Termination of EmploymentCompany, any Participant who has received an Award under the Plan Employee shall not, not directly or indirectly: , as an individual or as a director, officer, contractor, employee, consultant, partner, investor or in any other capacity with any corporation, partnership or other person or entity, other than the Company (an "Other Entity"), (i) contact or communicate with any then current material customer or client of the Company in the Business, or any person or entity with which the Company is then engaged in material discussions regarding that person or entity becoming a client or customer of the Company in the Business, for the purpose of inducing any such customer or client to move its account from the Company to another company in the Business; provided, however, that nothing in this sentence shall prevent Employee from becoming employed by or providing consulting services to any such customer or client of the Company in the Business, or (ii) solicit any other than in connection with the good-faith performance of his or her normal duties and responsibilities as an employee of the Company for employment or any Subsidiary, encourage any employee a consulting or agent other services arrangement with an Other Entity. The restrictions of this Section 3.3 shall not be deemed to prevent Employee from owning not more than 5% of the Company issued and outstanding shares of any class of securities of an issuer engaged in the Business whose securities are listed on a national securities exchange or registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended, or from owning any Subsidiary amount of securities of an issuer who is not engaged in the Business whose securities are listed on a national securities exchange or registered pursuant to terminate his Section 12(g) of the Securities Exchange Act of 1934, as amended. In the event a court of competent jurisdiction determines that the foregoing restriction is unreasonable in terms of geographic scope or her relationship otherwise then the court is hereby authorized to reduce the scope of said restriction and enforce this Section 3.3 as so reduced. If any sentence, word or provision of this Section 3.3 shall be determined to be unenforceable, the same shall be severed herefrom and the remainder shall be enforced as if the unenforceable sentence, word or provision did not exist. Notwithstanding any provision of this Agreement to the contrary, the terms and conditions of this Section 3.3 shall survive for a period of two (2) years following termination of Employee’s employment with the Company or any Subsidiary; (ii) employCompany, engage as a consultant or adviser, or solicit at which time the employment or engagement as a consultant or adviser of, any employee or agent terms and conditions of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do any of the foregoing; (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth above, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionsthis Section 3.3 shall terminate.

Non-Solicitation. While employed (a) For a period of 18 months from and for after the one-year period starting on the date Closing, each of Termination of Employment, any Participant who has received an Award under the Plan Seller Parent and Seller shall not, and shall cause their respective Subsidiaries not to, without the prior written consent of Purchaser, directly or indirectly: (i) other than , in connection with the good-faith performance of his or her normal duties and responsibilities as an employee of the Company or any Subsidiary, encourage any employee or agent of the Company or any Subsidiary to terminate his or her relationship with the Company or any Subsidiary; (ii) employ, engage as a consultant or adviser, or manner solicit the employment or engagement as a consultant or adviser of, any employee or agent of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do any of the foregoing; (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth above, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled solicited any or all Person who is employed by an Acquired Company as of the Participant's outstanding Awards granted after May 19Closing (other than non-management employees whose annual base compensation is less than $75,000 and who are not involved in research and development). Notwithstanding the foregoing, 2009; the restrictions on solicitation set forth in the immediately preceding sentence shall not prohibit Seller Parent, Seller or any of their respective Subsidiaries from: (i) engaging in general solicitations of employment not specifically directed toward the employees of the Acquired Companies; (ii) recover soliciting any person who is referred to Seller or cause to be recovered any or all Proceeds resulting from any sale of its Affiliates by search firms, employment agencies or other disposition similar entities, provided that such entities have not been specifically instructed to solicit such person; or (including to the Companyiii) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of soliciting any Award granted after May 19, 2009, if the sale or disposition was effected on or person after the date that is one year prior to 90 days following the date on upon which the Participant first violated any such non-solicitation provisions; and/orperson’s employment with an Acquired Company has ended. (iiib) recover For a period of 18 months from and after the Closing, Purchaser shall not, and shall cause its respective Subsidiaries and parent companies not to, without the prior written consent of Seller Parent, directly or indirectly, in any manner solicit or cause to be recovered solicited any cash paid Person who is employed by Seller Parent or shares one of Stock issued its Subsidiaries (other than the Acquired Companies) as of the Closing (other than non-management employees whose annual base compensation is less than $75,000 and who are not involved in research and development). Notwithstanding the foregoing, the restrictions on solicitation set forth in the immediately preceding sentence shall not prohibit Purchaser or any of its Subsidiaries or parent companies from: (i) engaging in general solicitations of employment not specifically directed toward the employees of Seller Parent or its Subsidiaries; (ii) soliciting any person who is referred to the Participant in connection with Purchaser or any vestingof its Affiliates by search firms, settlementemployment agencies or other similar entities, provided that such entities have not been specifically instructed to solicit such person; or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or (iii) soliciting any person after the date that is one year prior to 90 days following the date on upon which the Participant first violated any such the non-solicitation provisionsperson’s employment with Seller Parent, or one of Seller Parent’s Affiliates or Subsidiaries, has ended.

Non-Solicitation. While employed Executive acknowledges and understands that, in view of Executive’s position with the Company, Executive has been afforded access to confidential information of the Company and its affiliates, tenants and customers. Executive therefore agrees that for a period of 12 months after the one-year period starting on later of the Separation Date or the date when the Executive ceases providing consulting services (the “Restricted Period”), Executive will not, without the express prior written consent of Termination of Employment, any Participant who has received an Award under the Plan shall notCompany, directly or indirectly: (i) other than solicit, induce, or assist any third person in connection with soliciting or inducing any person that is (or was at any time within the good-faith performance of his 12 months prior to the solicitation or her normal duties and responsibilities as inducement) an employee of the Company or any Subsidiaryemployee, encourage any employee consultant, independent contractor or agent of the Company or any Subsidiary its affiliates or direct or indirect subsidiaries (individually and collectively referred to terminate his or her relationship herein with the Company as the “Vornado Group”) to leave the employment of the Vornado Group or any Subsidiarycease performing services as an independent contractor, consultant or agent of the Vornado Group; for avoidance of doubt, the referral of a vendor, supplier or other consultant to a third party shall not be a violation of this section so long as Executive does not intentionally induce the vendor, supplier or consultant to cease doing business with the Vornado Group; (ii) employhire, engage as a consultant or adviserengage, or solicit the employment assist any third party in hiring or engagement as a consultant or adviser ofengaging, any individual that is or was (at any time within 12 months prior to the attempted hiring) an employee or agent of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do any of the foregoing;Vornado Group; or (iii) establish (solicit or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries Vornado Group’s relationships with, or endeavor to entice away from the Company or its SubsidiariesVornado Group for a competing business, any Person who person or which entity that is or was (at any time since within the Participant's hire 12-month period preceding the later of the Separation Date or the termination date was of the Consulting Agreement, a tenant or is a material customer or material supplier of“Prospective Tenant or Customer” (as defined below) of the Vornado Group. A “Prospective Tenant or Customer” is any individual or entity with respect to whom or which the Vornado Group was engaged in meaningful solicitation at any time during the 12 month period preceding the later of the Separation Date or the termination date of the Consulting Agreement and in which solicitation Executive was in any way involved or of which Executive otherwise had any knowledge or reasonably should have had any knowledge. The provisions of Sections 8 and 9 shall be in addition to any confidentiality and non-solicitation terms set forth in any other agreement between Executive and the Vornado Group, including without limitation the Employment Agreement and the Consulting Agreement. Without limitation of the foregoing, Executive agrees that the restrictions contained in Sections 8 and 9 of this Agreement are necessary and appropriate to protect the Vornado Group’s business and goodwill and Executive considers them reasonable for such purpose. Executive agrees that the restrictions contained in this Agreement will not prevent Executive from obtaining gainful employment. Executive agrees that in any action seeking specific performance or maintained a material business relationship withother equitable relief, the Company Executive will not assert or its Subsidiaries. If a Participant violates contend that any of the non-solicitation provisions set forth aboveof Sections 8 and 9 of this Agreement are unreasonable or otherwise unenforceable. Executive further agrees that in the event of Executive’s breach or threatened breach of any of the provisions of Sections 8 or 9 of this Agreement, the Vornado Group would suffer substantial irreparable harm and would not have an adequate remedy at law for such breach. In recognition of the foregoing, Executive agrees that in the event of a breach or threatened breach of any of those provisions by Executive, in addition to such other remedies that the extent permitted by applicable Vornado Group may have at law, without posting any bond or security, the Board Vornado Group shall be entitled to seek and obtain equitable relief, in the form of specific performance, or temporary, preliminary or permanent injunctive relief, or any other equitable remedy which then may be available, as well as attorneys’ fees and costs and an equitable accounting of all earnings, profits and other benefits arising, directly or indirectly, from such breach. The seeking of such injunction or order shall not affect the Committee may, Vornado Group’s right to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale seek and obtain damages or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, equitable relief on account of any Award granted after May 19, 2009, if the sale such actual or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionsthreatened breach.

Non-Solicitation. While employed and for 11.1 The Company undertakes to the one-year period starting on Acquirer that, without the date express prior written consent of Termination of Employmentthe Acquirer, any Participant who has received an Award under prior to the Plan shall Effective Date it shall: (a) not, directly and it shall procure that no member of the Group, or indirectlyany of its or their Representatives (acting in their capacity as such) shall: (i) other than in connection with directly or indirectly solicit or (save to the good-faith performance of his or her normal extent that the fiduciary duties and responsibilities as an employee of the Company or any SubsidiaryDirectors are considered by them to so require, and only in response to an unsolicited approach) encourage any employee person other than the Acquirer to make or agent of the Company or any Subsidiary to terminate his or her relationship with the Company or any Subsidiary;be involved in a Competing Proposal; or (ii) employ, engage as a consultant indicate the basis on which any Competing Proposal might be made; (b) not directly or adviser, or solicit indirectly (save to the employment or engagement as a consultant or adviser of, any employee or agent extent that the fiduciary duties of the Company Directors are considered by them to so require and only in response to an unsolicited approach), and shall procure that no member of the Group and none of the Company’s Representatives (acting in their capacity as such) shall, from the date of this Agreement enter into any discussions or Subsidiary negotiations with, or provide any information to, any person who is considering making or being involved in a Competing Proposal; (other than by c) terminate any discussions or negotiations relating to a Competing Proposal in which it is currently engaged and procure that all members of the Group and the Company’s Representatives terminate any such discussions they are engaged in; and (d) promptly inform the Acquirer of any Competing Proposal including the identity of the Third Party and any proposed terms disclosed to the Company or its Subsidiaries)the Company’s Representative by a Third Party in respect of a Competing Proposal. 11.2 The Company undertakes that the Directors will not recommend any Third Party Competing Proposal unless the Competing Proposal is a considered by them in the exercise of their fiduciary duty to be a Superior Competing Proposal. 11.3 If, notwithstanding the provisions of Clauses 11.1 and 11.2 above, a Third Party makes a Competing Proposal either publicly or cause to the Company or encourage any Person the Company’s Representatives, and the Company Directors consider it to do any be a Superior Competing Proposal which they intend to recommend, the Company and/or the Company’s Representatives will notify the Acquirer in writing of the foregoing;terms of the Superior Competing Proposal and the identity of the Third Party making such proposal and will procure that the Directors will not withdraw or adversely modify its recommendation of the Acquisition unless: (iiia) establish (or take preliminary steps the Acquirer notifies the Company that it is not willing to establish) a business with, or encourage others revise the terms of the Consideration to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor exceed that of the Superior Competing Proposal in the view of the Company or Board in the exercise of its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agentfiduciary duty; or (ivb) interfere with the relationship Acquirer does not, within 72 hours of being notified in writing of the terms of the Superior Competing Proposal, notify the Company or the Company’s Representatives that it will revise the terms of the Consideration to exceed that of the Superior Competing Proposal in the view of the Company or Board in the exercise of its Subsidiaries withfiduciary duty; or (c) the Acquirer, or endeavor having confirmed within 72 hours of being notified in writing of the terms of the Superior Competing Proposal, that it will revise the terms of the Consideration to entice away from exceed that of the Superior Competing Proposal in the view of the Company or Board in the exercise of its Subsidiariesfiduciary duty, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any fails within 120 hours of receipt of notice of the Superior Competing Proposal to announce the terms of its increased Consideration in respect of the Acquisition. For the avoidance of doubt, these non-solicitation and matching right provisions set forth abovecontained in Clauses 11.1, to 11.2 and 11.3 will recur and subsist should numerous Superior Competing Proposals be made unless and until the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, provisions of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior of this Clause 11.3(a) to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii11.3(c) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionsare met.

Non-Solicitation. While employed and for Except in connection with marketing the one-year period starting on sale of the date of Termination of EmploymentAcquired Assets to Potential Bidders/Qualified Bidders (as shall be defined in the Bid Procedures) in accordance with the Bid Procedures Order after such Order is entered by the Bankruptcy Court, any Participant who has received an Award under the Plan Seller shall not, directly or indirectly: and shall cause its Representatives and Affiliates, and its Affiliates’ Representatives not to, (i) solicit, negotiate, or discuss with any Person, other than in connection Buyer and its Affiliates, agents, and Representatives (and Seller shall, and shall cause its Representatives and Affiliates, and its Affiliates’ Representatives to, immediately cease any such ongoing activity), or enter into any agreement or understanding with the good-faith performance of his respect to, or her normal duties and responsibilities as an employee of the Company approve or recommend, or knowingly facilitate, any Subsidiary, encourage any employee Alternative Transaction or agent of the Company or any Subsidiary to terminate his or her relationship with the Company or any Subsidiary; (ii) employprovide any Person, engage as a consultant or adviserother than Buyer and its Affiliates, agents, and Representatives, with access to the books, records, operating data, contracts, documents, or solicit the employment or engagement as a consultant or adviser of, any employee or agent of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person information relating to do any of the foregoing; (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth above, Seller except to the extent permitted required by applicable lawBankruptcy Court order. Seller shall promptly (and in any event within twenty-four (24) hours) notify Buyer of any inquiry, the Board or the Committee mayindication of interest, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlementproposal, or exercise, as the case may be, offer from a third party with respect to an Alternative Transaction received by Seller or any of any Award granted after May 19, 2009, if the sale its Affiliates or disposition was effected on its or their employees or Representatives after the date that is one year prior hereof until the Bankruptcy Court shall have entered the Bid Procedures Order, and Seller shall communicate to Buyer the date on which material terms of (including the Participant first violated identity of the Person or Persons making) any such non-solicitation provisions; and/or (iii) recover inquiry, indication of interest, proposal, or cause offer. Seller shall immediately cease to be recovered any cash paid provide access to confidential information about Seller or shares of Stock issued to the Participant Business in connection with any vesting, settlementactual or potential Alternative Transaction until the entry of the Bid Procedures Order and shall immediately instruct any Person who does not become a “Qualified Bidder” (as shall be defined in the Bid Procedures) by the Bidding Deadline (as defined in the Bid Procedures), or exercise if so qualified, is not designated the “Winning Bidder” or the “Back-up Bidder” (each as shall be defined in the Bid Procedures) at the Auction, in possession of confidential information about Seller or the Business that was furnished by or on behalf of Seller in connection with any actual or potential Alternative Transaction to return or destroy all such information or documents or material incorporating such information in accordance with the confidentiality or similar agreement governing treatment of such confidential information. Seller shall not be deemed to have violated or breached their obligations set forth in the first sentence of this Section 8(b) solely as a result of its receipt, without engaging in any of the conduct prohibited by such sentence, of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionsunsolicited Alternative Transaction proposal.

Non-Solicitation. While employed The Employee hereby agrees and for covenants that, during the one-year period starting on Term, the date of Termination of Employment, any Participant who has received an Award under the Plan shall Employee will not, without the prior written consent of the Company (such consent to be given in the Company’s sole and absolute discretion) directly or indirectly: (a) (i) other than in connection solicit, knowingly encourage or induce, or attempt to solicit, knowingly encourage or induce, any member of a health plan sponsored by the Company or its Subsidiaries as of the Effective Time, to cease doing business with the good-faith performance of his or her normal duties and responsibilities as an employee of the Company or any Subsidiaryof its Subsidiaries with respect to the Business within the Territory; or (ii) otherwise knowingly interfere with, impair or damage the Company’s or its Subsidiaries’ relationship with any member or prospective member of any such plans; (b) solicit, knowingly encourage or induce, or attempt to solicit, knowingly encourage or induce, any employee Providers, suppliers, licensees or agent business relations, or prospective Providers, suppliers, licensees or business relations with whom the Company or its Subsidiaries was engaged in a contractual relationship, or substantive discussions or proposal negotiations, in each case as of the Effective Time, with respect to the Business of the Company and its Subsidiaries to cease doing business with the Company or its Subsidiaries with respect to the Business within the Territory; or (ii) otherwise knowingly interfere with, impair or damage the Company’s or its Subsidiaries’ relationship with any Subsidiary Provider, supplier, licensee or business relation of the Business; or (c) solicit, encourage or induce, or attempt to solicit or induce, or assist any other Person in so soliciting, encouraging or inducing, any employee, consultant or independent contractor that was engaged by the Company or its Subsidiaries as of the Effective Time to terminate his or her breach an employment, contractual or other relationship with the Company or any Subsidiary; (ii) employ, engage as a consultant or adviser, or solicit the employment or engagement as a consultant or adviser of, any employee or agent of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do any of the foregoing; (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth above, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisions.

Non-Solicitation. While employed (a) So long as SFI or any of its subsidiaries is the Servicer or otherwise performing services pursuant to the Servicing Agreement and for a period of two (2) years thereafter, no Member or any of its Affiliates that receives or otherwise obtains any Confidential Information, or any director, officer, manager or employee of any of the one-year period starting on the date of Termination of Employmentforegoing in their capacity as such (collectively, other than any Participant who has received an Award under the Plan shall not, such Person that is controlled directly or indirectly: indirectly by Springleaf and acting on behalf of Springleaf, the “Restricted Parties”) shall (i) other than in connection with directly or indirectly solicit the good-faith performance employment or engagement of his services of any person or her normal duties and responsibilities as an employee of the Company or any Subsidiary, encourage any employee or agent of the Company or any Subsidiary to terminate his or her relationship with the Company or any Subsidiary; (ii) employ, hire, contract with or otherwise engage any person, who in case of clauses (i) and (ii), is or was employed as an employee, consultant or contractor of Servicer, Subservicer (as such term is defined in the Servicing Agreement) or any of their respective subsidiaries during the term of the Servicing Agreement (the “Non-Solicitation Obligations”); provided, however, that this Section 3.6(a) shall not be deemed to (A) prohibit a general solicitation of employment not directed solely at an employee, consultant or contractor of Servicer, (B) prohibit a Restricted Party from hiring as an employee, contracting with or retaining as a consultant a person who has not been employed by or adviser, contracted or solicit the employment consulted with Servicer or engagement as a consultant any Subservicer or adviser of, any employee or agent of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do any of the foregoing; (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which their respective subsidiaries at any time since during the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth above, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year 12 months prior to the date such Member or Affiliate hires, contracts with or retains as a consultant such person or (C) prohibit the Restricted Parties from hiring any person who responds to a general solicitation permitted hereunder or who contacts a Restricted Party on which his or her own initiative without any encouragement from a Restricted Party. The obligations of the Participant first violated Restricted Parties under this Section 3.6 shall be binding upon any such non-solicitation provisions; and/ortransferee of a Member of or a Restricted Party. (iiib) recover or Each Member shall comply with, and shall cause its Affiliates and Restricted Parties to be recovered any cash paid or shares of Stock issued to comply with, the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the nonNon-solicitation provisionsSolicitation Obligations.

Non-Solicitation. While employed Seller Parent, the Other Sellers and Seller agree that for a period of two (2) years from and after the one-year period starting on the date of Termination of Employment, any Participant who has received an Award under the Plan Closing Date it shall not, and it shall cause each of their Subsidiaries not to (and shall not encourage or assist any of its Affiliates to), without the prior written consent of Purchaser, directly or indirectly: , solicit to hire (or cause or seek to cause to leave the employ of Purchaser or any of its Subsidiaries) (i) any Transferred Employee or (ii) any other than Person employed by Purchaser who became known to or was identified to the Seller Parent, Other Sellers or Seller or any of their Affiliates prior to the Closing in connection with the good-faith performance of his or her normal duties and responsibilities as transactions contemplated by this Agreement, unless in each case such Person ceased to be an employee of the Company or any Subsidiary, encourage any employee or agent of the Company or any Subsidiary to terminate his or her relationship with the Company or any Subsidiary; (ii) employ, engage as a consultant or adviser, or solicit the employment or engagement as a consultant or adviser of, any employee or agent of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do any of the foregoing; (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company Purchaser or its Subsidiaries that would interfere prior to such action by the Seller Parent, Other Sellers or Seller or any of their Affiliates, or, in the case of such Person’s voluntary termination of employment with the relationship between the Company Purchaser or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship any of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who at least three (3) months prior to such action by the Seller Parent, Other Sellers or which at any time since the Participant's hire date was Seller or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of their Affiliates. Seller Parent agrees, upon the reasonable request of Purchaser, to use its commercially reasonable efforts to cause its Affiliates to enforce their rights for the benefit of Purchaser under the non-solicitation provisions of the Semiconductor Business Purchase Agreement; provided that all costs and expenses incurred in connection with the enforcement of such rights shall be borne exclusively by Seller Parent. (a) Purchaser agrees that for a period of two (2) years from and after the Closing Date it shall not, and it shall cause its Subsidiaries not to (and shall not encourage or assist any of its Affiliates to), without the prior written consent of Seller, directly or indirectly, solicit to hire (or cause or seek to cause to leave the employ of the Other Sellers or Seller or any of their Affiliates) any Person that it or they know to be employed by the Other Sellers or Seller or any of their Affiliates as of the Closing Date unless such Person ceased to be an employee of the Other Sellers or Seller or any of their Affiliates prior to such action by Purchaser or any of its Subsidiaries, or, in the case of such Person’s voluntary termination of employment with the Other Sellers or Seller or any of their Affiliates, at least three (3) months prior to such action by Purchaser or any of its Subsidiaries. (b) Notwithstanding the foregoing, the restrictions set forth above, in Sections 6.10 and 6.10(a) shall not apply to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel bona fide public advertisements for employment placed by any Party and not specifically targeted at the employees of any other Party, or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover any employee who is not a manager or cause to be recovered any an individual contributor who is engaged in the design of Storage Products or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionsprocesses.

Non-Solicitation. While employed During the period Employee is performing services for the Employer and for a period of one (1) year following the one-year period starting on termination of the date of Termination of EmploymentEmployee’s services for the Employer for any reason other than termination without “cause”, any Participant who has received an Award under the Plan shall Employee agrees that the Employee will not, directly or indirectly, for the Employee’s benefit or for the benefit of any other person, firm or entity, do any of the following: (i) other than solicit or attempt to solicit from (i) any customer that Employee serviced or learned of while in connection with the good-faith performance of his or her normal duties and responsibilities as an employee employ of the Company Employer (“Customer”), or (ii) any Subsidiaryreferral sources or prospective referral sources which are actively being sought by Employer at the time of Employee’s termination (a “Referral Source”), encourage or (iii) any employee or agent potential customer of the Company Employer which has been the subject of a known written or any Subsidiary oral bid, offer or proposal by the Employer, or of substantial preparation with a view to terminate his making such a bid, proposal or her relationship with offer, within twelve months prior to such Employee’s termination (“Potential Customer”), business of a similar nature or related to the Company or any Subsidiarybusiness of the Employer; (ii) employ, engage as a consultant or adviseraccept any business from, or solicit the employment perform any work or engagement as a consultant or adviser ofservices for, any employee Customer, Referral Source or agent Potential Customer, which business, work or services is similar to the business of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do any of the foregoingEmployer; (iii) establish cause or induce or attempt to cause or induce any Customer, Referral Source or Potential Customer, licensor, supplier or vendor of the Employer to reduce or sever its affiliation with the Employer; (iv) solicit the employment or take preliminary steps to establish) a business withservices of, or encourage others hire or engage, or assist anyone else to establish (hire or take preliminary steps to establish) a business withengage, any person who was known to be employed or engaged as a consultant by or was a known employee of or exclusive agent independent contractor consultant to the Employer upon the termination of the Company Employee’s services to the Employer, or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agentwithin twelve months prior thereto; or (ivv) otherwise interfere with the relationship business or accounts of the Company Employer. For purposes hereof, “solicitation” shall include directly or indirectly initiating any contact or communication of any kind whatsoever for purposes of inviting, encouraging or requesting such Customer, Referral Source, Potential Customer, licensor, supplier, vendor, employee or consultant to materially alter its Subsidiaries withbusiness relationship, or endeavor to entice away from engage in business, with the Company Employee or its Subsidiariesany person, any Person who firm or which at any time since entity other than the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth above, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionsEmployer.

Non-Solicitation. While Without the prior written consent of Purchaser, neither Seller nor any of its Affiliates shall, for a period of two (2) years following the Closing, solicit to employ any person who is a Transferred Employee and who is employed by the Business (whether as an employee or independent contractor); provided that Seller and for the one-year period starting on the date of Termination of Employment, any Participant who has received an Award under the Plan shall not, directly or indirectly: its Affiliates (i) may solicit and hire any such Transferred Employee whose employment or other than relationship with Purchaser or any of its Affiliates is terminated by Purchaser or any of its Affiliates or (ii) hire such Transferred Employee who responds to a general advertisement not targeted at employees or independent contractors of Purchaser or any of its Affiliates without any solicitation in violation of this Section 8.4. Without the prior written consent of Seller, neither Purchaser nor any of its Affiliates shall, for a period of two (2) years following the Closing, solicit to employ (i) any person who was employed by Seller or any of its Affiliates (whether as an employee or independent contractor) in the Business but who is not a Transferred Employee and who is employed by Seller or any of its Affiliates, (ii) any person who was employed by Seller or any of its Affiliates (whether as an employee or independent contractor) in the Business but who is not a Transferred Employee and who resigned or retired from Seller or any of its Affiliates within six (6) months prior to the Closing, (iii) any person who is employed by Seller or any of its Affiliates in Seller’s Other Businesses or (iv) any other employee of Seller or any Affiliate of Seller with whom Purchaser came into contact in connection with the good-faith performance negotiation of his this Agreement; provided that Purchaser and its Affiliates (i) may solicit and hire such person whose employment or her normal duties and responsibilities as an employee of the Company other relationship with Seller or any Subsidiary, encourage any employee or agent of the Company its Affiliates is terminated by Seller or any Subsidiary to terminate his of its Affiliates or her relationship with the Company or any Subsidiary; (ii) employ, engage as hire such person who responds to a consultant general advertisement not targeted at employees or adviser, independent contractors of Seller or solicit the employment or engagement as a consultant or adviser of, any employee or agent of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do any of the foregoing; (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, its Affiliates without any employee or exclusive agent independent contractor solicitation in violation of the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth above, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionsthis Section 8.4.

Non-Solicitation. While employed (a) In exchange for the Company providing the Grantee the consideration set forth herein and other confidential information, during the Grantee's employment with the Company and for a period of one year after the oneseparation of such employment for any reason, the Grantee hereby agrees not to, either directly or indirectly: (i) solicit the employment of, recruit, employ, hire, cause to be employed or hired, entice away, or establish a business with any person whom the Grantee had contact with or job-year period starting related information about in the course of such person's employment or other relationship with the Company, or suggest to or discuss with any such person the discontinuation of that person's status or employment with the Company; or (ii) on behalf of any person or entity engaged in the same or similar business as the Company, call on, service, solicit, or accept competing business from the Company's customers or prospective customers whom or which the Grantee, within the previous two (2) years, had or made contact with regarding the Company's business or had access to the Company's information or files about such customer or prospective customer. (b) To the extent that any provision of this Section 10 shall be determined to be invalid or unenforceable in any respect or to any extent, the provision shall not be void or rendered invalid, but instead shall be automatically amended for such lesser term, to such lesser extent, or in such other lesser degree, as will grant the Company the maximum protection and restrictions on the date of Termination of EmploymentGrantee's activities permitted by applicable law in such circumstances. If the Grantee violates a non-solicitation provision described above and the Company brings legal action for injunctive relief, any Participant who has received an Award under the Plan Company shall not, directly as a result of such breach or indirectly:the time involved in obtaining the relief, be deprived of the benefit of the full period of the provision(s) violated. Accordingly, the provision(s) shall be deemed to be in effect for the duration specified therein, computed from the date the relief is granted but not to include any period of time during which the Grantee is in violation of the provision(s). (c) The Company's right to enforce the terms of this Section 10 shall not be affected by the existence or non-existence of any other similar agreement for anyone else, or by the Company's failure to fully enforce, or enforce at all, the terms of any other such agreement. The provisions of this Section 10 are in addition to and not in lieu of, and do not supersede, cancel or replace, (i) other than in connection with any agreement regarding non-solicitation or non-recruitment of customers, consultants or employees previously or subsequently signed by the good-faith performance of his Grantee, or her normal duties and responsibilities as an employee of the Company or any Subsidiary, encourage any employee or agent of the Company or any Subsidiary to terminate his or her relationship with the Company or any Subsidiary; (ii) employany provisions of an existing agreement regarding any such subjects. Likewise, engage as a consultant this Agreement does not alter or adviser, or solicit amend the employment or engagement as a consultant or adviser of, terms of any employee or agent of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do any of the foregoing; (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere with the relationship existing agreement between the Company or its Subsidiaries and the employee Grantee concerning employment, and such agreement shall not operate to preclude the enforcement (or agent; or (ivcancel the terms) interfere with of this Agreement. In case of any conflict between the relationship terms of this Agreement and the terms of any such agreement concerning employment, the terms of that agreement shall not operate to cancel, supersede or preclude the enforcement of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiariesterms of this Agreement. If a Participant violates any of the non-solicitation provisions set forth above, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, The terms of any Award granted after May 19other such agreement shall be construed and enforced without reference to this Agreement unless such agreement references this Agreement, 2009, if the sale specifically or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionsgenerally.

Non-Solicitation. While employed and for (1) Except as expressly provided in this Section 7.2, the one-year period starting on the date of Termination of Employment, any Participant who has received an Award under the Plan Company shall not, directly or indirectly: , through any officer, director, employee, representative (iincluding any financial or other advisor) other than in connection with the good-faith performance of his or her normal duties and responsibilities as an employee of the Company or any Subsidiary, encourage any employee or agent of the Company or any Subsidiary of its subsidiaries (collectively, “Representatives”): (a) solicit, facilitate, knowingly encourage or initiate any inquiries or proposals regarding an Acquisition Proposal; (b) encourage or participate in any discussions or negotiations, including by furnishing any information relating to terminate his or her relationship with the Company or any Subsidiary; (ii) employof its subsidiaries or affording access to the business, engage as a consultant properties, assets, books or adviser, or solicit the employment or engagement as a consultant or adviser of, any employee or agent of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do any of the foregoing; (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor records of the Company or its Subsidiaries subsidiaries, with any person (other than the Purchaser Parties) regarding an Acquisition Proposal; (c) make a Change in Recommendation; (d) accept, approve, endorse or recommend, or propose publicly to accept, approve, endorse or recommend, any Acquisition Proposal (it being understood that would interfere publicly taking no position or a neutral position with respect to an Acquisition Proposal for a period of no more than ten days following the formal announcement of such Acquisition Proposal shall not be considered to be in violation of this Section 7.2(1)); or (e) accept, approve, endorse, recommend or enter into, or publicly propose to accept, approve, endorse, recommend or enter into, any Contract in respect of an Acquisition Proposal (other than a confidentiality and standstill agreement permitted by Section 7.2(3)). (2) Except as otherwise provided in this Section 7.2, the Company shall, and shall cause its subsidiaries and Representatives to, immediately cease and cause to be terminated any solicitation, encouragement, discussion or negotiation with any persons conducted heretofore by the Company, its subsidiaries or any Representatives with respect to any actual or potential Acquisition Proposal, and, in connection therewith, the Company shall discontinue access to the Data Room (and not establish or allow access to any other data rooms, virtual or otherwise or otherwise furnish information) and shall as soon as possible request, to the extent that it is entitled to do so (and exercise all rights it has to require) the return or destruction of all confidential information regarding the Company and its subsidiaries previously provided to any such person or any other person and shall request (and exercise all rights it has to require) the destruction of all material including or incorporating or otherwise reflecting any material confidential information regarding the Company and its subsidiaries. The Company agrees that neither it, nor any of its subsidiaries, shall terminate, waive, amend or modify, and agrees to actively prosecute and enforce, any agreement containing standstill provisions and any provision of any existing confidentiality agreement or any standstill agreement to which it or any of its subsidiaries is a party (except to allow the person party to such provisions or agreement to privately propose an Acquisition Proposal to the Company and except that the Purchaser acknowledges that the automatic termination of the standstill provisions of such agreements as a result of the entering into and announcement of this Agreement shall not be a violation of this Section 7.2(2)); provided that the foregoing shall not prevent the Board of Directors from considering and accepting any new Acquisition Proposal that is determined to be a Superior Proposal that might be made by any such person, provided that the remaining provisions of this Section 7.2 are complied with. (3) Notwithstanding Section 7.2(1), Section 7.2(2) and any other provision of this Agreement, if at any time following the date of this Agreement and prior to obtaining the approval of the Arrangement Resolution by the Shareholders at the Company Meeting, the Company receives a written Acquisition Proposal not resulting from a breach of this Section 7.2 that the Board of Directors determines in good faith, after consultation with its financial advisors and outside legal advisors, constitutes or could reasonably be expected to constitute a Superior Proposal, then the Company may, following compliance with Section 7.2(4): (a) furnish information with respect to the Company and its subsidiaries to the person making such Acquisition Proposal; and/or (b) enter into, participate, facilitate and maintain discussions or negotiations with, and otherwise cooperate with or assist, the person making such Acquisition Proposal; provided that the Company shall not, and shall not allow its Representatives to, disclose any non-public information to such person without having entered into a confidentiality and standstill agreement with such person that contains provisions that are no less favourable to the Company than those contained in the Confidentiality Agreement except that such agreement need not restrict the ability of such person to privately propose an Acquisition Proposal to the Company (a correct and complete copy of which confidentiality and standstill agreement shall be provided to the Purchaser before any such non-public information is provided), provided that such confidentiality and standstill agreement may not include any provision calling for an exclusive right to negotiate with the relationship between Company and may not restrict the Company or its Subsidiaries subsidiaries from complying with this Section 7.2, and shall promptly provide to the employee Purchaser any material non-public information concerning the Company or agent; orits subsidiaries provided to such other person which was not previously provided to the Purchaser. (iv4) interfere with The Company shall promptly (and in any event within 24 hours following receipt) notify the relationship Purchaser (at first orally and thereafter in writing) in the event it receives after the date hereof an Acquisition Proposal (including any request for non-public information relating to the Company or any of its subsidiaries or for access to the properties, books or records of the Company or its Subsidiaries withsubsidiaries, in each case, in connection with a potential Acquisition Proposal), including the material terms and conditions thereof (including the identity of the person making the Acquisition Proposal), and shall regularly and promptly inform the Purchaser in writing as to the status of developments and negotiations with respect to such Acquisition Proposal, including any changes to the material terms or endeavor conditions, of such Acquisition Proposal. (5) Notwithstanding anything in this Agreement to entice away the contrary, if at any time following the date of this Agreement and prior to obtaining the approval of the Arrangement Resolution by the Shareholders at the Company Meeting, the Company receives an Acquisition Proposal not resulting from a breach of this Section 7.2 that the Board of Directors concludes in good faith, after consultation with its financial and outside legal advisors, constitutes a Superior Proposal, the Board of Directors may, subject to compliance with the procedures set forth in Section 8.1(1)(d)(i), authorize the Company to terminate this Agreement and contemporaneously enter into a definitive agreement with respect to such Superior Proposal if the Board of Directors determines in good faith, after consultation with its outside legal advisors, that failure to take such action would be inconsistent with its fiduciary duties under applicable Law, if and only if: (a) it has provided the Purchaser with a copy of the Superior Proposal document, together with any financing documents supplied to the Company in connection therewith, and written confirmation from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth above, to the extent permitted by applicable law, that the Board or of Directors has determined that the Committee may, to the extent permitted by applicable law,proposal constitutes a Superior Proposal; and (ib) cancel or cause to be cancelled any or all of five business days (the Participant's outstanding Awards granted after May 19, 2009; (ii“Matching Period”) recover or cause to be recovered any or all Proceeds resulting shall have elapsed from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year the later of (i) the date the Purchaser received written notice advising the Purchaser that the Board of Directors has resolved, subject only to compliance with this Section 7.2, to terminate this Agreement to enter into a definitive agreement with respect to such Superior Proposal and (ii) the date the Purchaser has received all of the materials set forth in Section 7.2(5)(a), (it being understood that the Company shall promptly inform the Purchaser of any amendment to the financial or other material terms of such Superior Proposal during such period). (6) During the Matching Period, the Company agrees that the Purchaser shall have the right, but not the obligation, to offer to amend the terms of this Agreement. The Board of Directors shall review any offer by the Purchaser to amend the terms of this Agreement in good faith in order to determine, in its discretion in the exercise of its fiduciary duties and in consultation with its financial and outside legal advisors, whether the Purchaser’s amended offer, upon acceptance by the Company would cause the Superior Proposal giving rise to the Matching Period to cease to be a Superior Proposal. If the Board of Directors so determines, the Company shall enter into an amended agreement with the Purchaser reflecting the Purchaser’s amended offer. If, after the expiry of the Matching Period, the Board of Directors continues to believe, in good faith, after consultation with its financial and outside legal advisors, that such Superior Proposal remains a Superior Proposal and therefore rejects the Purchaser’s amended offer, if any, or the Purchaser fails to enter into an agreement with the Company reflecting such amended offer, the Company and the Board of Directors may, subject to compliance with the other provisions hereof, effect a Change in Recommendation (other than of the type referred to in clause (D) of the definition thereof) and/or, subject to payment of the Termination Fee as set forth in Section 8.1(1)(d)(i), terminate this Agreement to enter into an agreement in respect of a Superior Proposal. (7) In the event that the Company provides the notice contemplated by Section 7.2(5)(b) on a date which is less than five business days prior to the Company Meeting, the Purchaser shall be entitled to require the Company to adjourn or postpone the Company Meeting to a date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or that is not more than seven business days after the date of such notice. (8) The Company acknowledges that is one year each successive modification to any Acquisition Proposal shall constitute a new Acquisition Proposal for purposes of the requirement under Section 7.2(5)(b) and shall initiate a new five business day period. (9) Nothing contained in this Agreement, including Section 7.2(1), shall prohibit the Board of Directors from making a Change in Recommendation (other than of the type identified in clause (D) of the definition thereof) or from making any disclosure to any securityholders of the Company prior to the date on which Effective Time, including for greater certainty disclosure of a Change in Recommendation, if, in the Participant first violated good faith judgment of the Board of Directors, after consultation with outside legal counsel, failure to take such action or make such disclosure would be a breach of the Board of Directors’ exercise of its fiduciary duties or such action or disclosure is otherwise required under applicable Law (including its obligations under Rules 14e-2 and 14d-9 under the 1934 Act with regard to an Acquisition Proposal and by responding to an Acquisition Proposal under a directors’ circular or otherwise as required under Securities Laws), provided that for greater certainty in the event of a Change of Recommendation and a termination by the Purchaser of this Agreement pursuant to Section 8.1(1)(c)(i), the Company shall pay the Termination Fee as required by Section 7.3(2). The Board of Directors may not make a Change in Recommendation pursuant to the preceding sentence unless the Company gives the Purchaser at least two business days prior written notice of its intention to make such Change in Recommendation; provided that, for greater certainty, the foregoing limitation shall not apply in respect of any such actions taken under Section 7.2(6) after the non-solicitation provisionsexpiry of the Matching Period. In addition, nothing contained in this Agreement shall prevent the Company or the Board of Directors from calling and holding a meeting of the Shareholders, or any of them, requisitioned by the Shareholders, or any of them, in accordance with the CBCA or ordered to be held by a court in accordance with applicable Laws.

Non-Solicitation. While employed (a) For a period of two (2) years following the Closing Date, Buyer will not, and for the one-year period starting on the date will cause all of Termination of Employmentits Subsidiaries and its and such Subsidiaries’ respective officers and directors not to, any Participant who has received an Award under the Plan and shall notnot authorize or permit its Representatives to, directly or indirectly: , hire, retain, employ or solicit to employ or hire or retain any of the employees of Seller and its Affiliates as of the Closing Date or any time during the twelve (12) month period ending on the Closing Date; provided, however, that this provision shall not apply to (i) other than in connection with the good-faith performance general solicitations of his employment not specifically directed towards employees of Seller and its Affiliates or her normal duties and responsibilities as an employee of the Company or any Subsidiary, encourage any employee or agent of the Company or any Subsidiary to terminate his or her relationship with the Company or any Subsidiary; (ii) employany such individual whose employment relationship is terminated by Seller or any of its Affiliates following the Closing. (b) Except with respect to the individuals set forth on Schedule 7.8, engage as for a consultant period of two (2) years following the Closing Date, Seller will not, and will cause all of its Subsidiaries and its and such Subsidiaries’ respective officers and directors not to, and shall not authorize or adviserpermit its Representatives to, directly or indirectly, hire, retain, employ or solicit the employment to employ or engagement as a consultant hire or adviser of, any employee or agent of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do retain any of the foregoing; (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor employees of Buyer and its Affiliates as of the Company Closing Date (including, for this purpose, the persons on the Agreed List of Employees) or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since during the Participant's hire date was or is a material customer or material supplier oftwelve (12) month period ending on the Closing Date; provided, or maintained a material business relationship withhowever, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth above, that this provision shall not apply to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel general solicitations of employment not specifically directed towards employees of Buyer and its Affiliates or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover individual whose employment relationship is terminated by Buyer or cause to be recovered any cash paid or shares of Stock issued to its Affiliates following the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionsClosing.

Non-Solicitation. While employed and for (a) For a period of one year following the one-year period starting on the date of Termination of EmploymentClosing Date, any Participant who has received an Award under the Plan Seller shall not, and shall cause its Subsidiaries not to, directly or indirectly: (i) other than in connection with the good-faith performance of his or her normal duties and responsibilities as , solicit for employment any Transferred Employee, unless such person ceased to be an employee of the Company or any Subsidiary, encourage any employee or agent of the Company or any Subsidiary to terminate his or her relationship with the Company or any Subsidiary; (ii) employ, engage as a consultant or adviser, or solicit the employment or engagement as a consultant or adviser of, any employee or agent of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do any of the foregoing; (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company Purchaser or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor prior to entice away from the Company such action by Seller or its Subsidiaries, any Person who or which at any time since or, in the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company case of such person’s voluntary termination of employment with Purchaser or its Subsidiaries. If a Participant violates , at least six months prior to such action by Seller or its Subsidiaries; provided that the foregoing provision will not prevent Seller or any of its Subsidiaries from employing any such person who contacts Seller or any of its Subsidiaries on his or her own initiative without any direct or indirect solicitation by, or encouragement from, Seller or any of its Subsidiaries; provided further that the non-solicitation provisions set forth above, to publication of advertisements in newspapers and/or electronic media of general circulation (including advertisements posted on the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law,Internet) will not be deemed a violation of this Section 5.16(a). (ib) cancel For a period of one year following the Closing Date, Purchaser shall not, and shall cause its Subsidiaries not to, directly or cause indirectly, solicit for employment any employee of Seller or any of its Subsidiaries, unless such person ceased to be cancelled an employee of Seller or its Subsidiaries prior to such action by Purchaser or its Subsidiaries, or, in the case of such person’s voluntary termination of employment with Seller or its Subsidiaries, at least six months prior to such action by Purchaser or its Subsidiaries; provided that the foregoing provision will not prevent Purchaser or any of its Subsidiaries from employing any such person who contacts Purchaser or all any of its Subsidiaries on his or her own initiative without any direct or indirect solicitation by, or encouragement from, Purchaser or any of its Subsidiaries; provided further that the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition publication of advertisements in newspapers and/or electronic media of general circulation (including to advertisements posted on the CompanyInternet) will not be deemed a violation of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionsthis Section 5.16(b).

Non-Solicitation. While employed (a) Except as set forth in Section 5.5, Buyer agrees that for a period of twelve (12) months from and for after the one-year period starting on the date of Termination of Employment, any Participant who has received an Award under the Plan Closing Date it shall not, and it shall cause its subsidiaries not to (and shall not encourage or assist any of its affiliates to), without the prior written consent of Seller, directly or indirectly: , solicit to hire (or cause or seek to cause to leave the employ of Seller or any of its Subsidiaries) (i) other than any Product Employee or (ii) any Person employed by Seller or any of its Subsidiaries who became known to or was identified to Buyer or any of its affiliates in connection with the good-faith performance of his or her normal duties and responsibilities as transactions contemplated by this Agreement prior to the Closing, unless such Person ceased to be an employee of the Company Seller or any Subsidiary, encourage any employee or agent of the Company its Subsidiaries prior to such action by Buyer or any Subsidiary to terminate his or her relationship of its subsidiaries, or, in the case of such Person’s voluntary termination of employment with the Company Seller or any Subsidiary;of its Subsidiaries, at least three (3) months prior to such action by Buyer or any of its subsidiaries. (b) Seller agrees that for a period of twelve (12) months from and after the Closing Date it shall not, and it shall cause each of its Subsidiaries not to (and shall not encourage or assist any of its affiliates to), without the prior written consent of Buyer, directly or indirectly, solicit to hire (or cause or seek to cause to leave the employ of Buyer or any of its subsidiaries) (i) any Transferred Employee or (ii) employ, engage as a consultant or adviser, or solicit the employment or engagement as a consultant or adviser of, any employee or agent of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do employed by Buyer or any of the foregoing; (iii) establish (its subsidiaries who became known to or take preliminary steps was identified to establish) a business with, Seller or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere affiliates in connection with the relationship between transactions contemplated by this Agreement prior to the Company Closing, unless such Person ceased to be an employee of Buyer or any of its Subsidiaries and the employee subsidiaries prior to such action by Seller or agent; or (iv) interfere with the relationship any of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, or, in the case of such Person’s voluntary termination of employment with Buyer or any Person who of its subsidiaries, at least three (3) months prior to such action by Seller or which at any time since of its Subsidiaries. (c) Notwithstanding the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship withforegoing, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions restrictions set forth above, in Section 5.6(a) and Section 5.6(b) shall not apply to bona fide public advertisements for employment placed by any party and not specifically targeted at the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, employees of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionsother party.

Non-Solicitation. While employed During the Non-Compete Term, subject to waiver pursuant to Section 16.03(e) or Section 17.05, no Member shall, and for the one-year period starting on the date of Termination of Employment, any Participant who has received an Award under the Plan no Member shall notpermit its respective Subsidiaries to, directly or indirectly: , for itself or its respective Subsidiaries and Controlled Affiliates, solicit for employment or offer to employ (i) other than in connection with the good-faith performance of his or her normal duties and responsibilities as an any employee of the Company Company, (ii) any Secondee of the Other Member or Member Group (or any Subsidiary, encourage Subsidiary or Controlled Affiliate thereof) or (iii) any employee engineer employed by the Other Member or agent Member Group (or any Subsidiary or Controlled Affiliate thereof) who is not a Secondee and who provides services to or in respect of the Company under the ESA or otherwise (any Subsidiary to terminate his or her relationship such Person [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Company or any Subsidiary; Securities and Exchange Commission. listed in clauses (i), (ii) employand (iii), engage as a consultant or adviser“Restricted Employee”); provided, or solicit that the employment or engagement as a consultant or adviser of, foregoing shall not prevent any employee or agent of the Company Members or any of their respective Subsidiaries and Controlled Affiliates from soliciting or offering to employ any Restricted Employee (A) from and after [***] of the termination of employment of such Restricted Employee, but only if such Member or such Subsidiary or Controlled Affiliate has not previously solicited or offered such Restricted Employee for employment in violation of the provisions of this Section 6.04(d) or (other than B) whose employment was terminated involuntarily by the Company or its Subsidiariessuch Other Member or Member Group; provided, further, that the phrase “solicit for employment” shall not include general solicitations of or searches for employment not specifically directed towards any Restricted Employee, including through the use of (x) advertisement in any medium (including websites, journals, industry publications, or newspapers or other publications of general circulation), (y) electronic listings or cause (z) third party recruiting or encourage search firms, in each case, not specifically directed towards any Person to do any of the foregoing; (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth above, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionsRestricted Employee.

Non-Solicitation. While employed and (a) The Sellers’ Representative agrees that, for the oneperiod commencing on the Closing Date and expiring on the third (3rd) anniversary thereof, neither it nor any other member of the Sellers’ Group shall (without the consent of the Purchasers’ Representative) directly or indirectly (i) induce or encourage any Transferred Employee to leave his position of employment with the Purchasers’ Group or to accept any other position or employment, (ii) solicit for employment or any similar arrangement any Transferred Employee, or (iii) hire or assist any other person in hiring any Transferred Employee; provided, however, that this Section 5.20(a) (Non-year Solicitation) shall not apply to Transferred Employees who have not been employed by any member of the Purchasers’ Group at any time during the six (6) months prior to the applicable inducing, encouraging, soliciting or hiring and the provisions of this Section 5.20(a) (Non-Solicitation) shall not prohibit general solicitations for employment through advertisements not specifically directed at Transferred Employees. (b) The Purchasers’ Representative agrees that, for the period starting commencing on the date hereof and expiring on the third (3rd) anniversary of Termination the Closing Date, neither it nor any other member of Employment, any Participant who has received an Award under the Plan Purchasers’ Group shall not, (without the consent of the Sellers’ Representative) directly or indirectly: indirectly (i) other than in connection induce or encourage any BBVA Employee to leave his position of employment with the good-faith performance of his Sellers’ Group or her normal duties and responsibilities as an employee of the Company to accept any other position or any Subsidiaryemployment, encourage any employee or agent of the Company or any Subsidiary to terminate his or her relationship with the Company or any Subsidiary; (ii) employ, engage as a consultant solicit for employment or adviserany similar arrangement any BBVA Employee, or solicit the employment or engagement as a consultant or adviser of, any employee or agent of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do any of the foregoing; (iii) establish hire or assist any other person in hiring any BBVA Employee; provided, however, that this Section 5.20(b) (or take preliminary steps Non-Solicitation) shall not apply to establish) BBVA Employees who have not been employed by a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor member of the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which Sellers’ Group at any time since during the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth above, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, six (i6) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year months prior to the date on which applicable inducing, encouraging, soliciting or hiring and the Participant first violated any such nonprovisions of this Section 5.20(b) (Non-solicitation provisions; and/orSolicitation) shall not prohibit general solicitations for employment through advertisements not specifically directed at BBVA Employees. (iiic) recover or cause to be recovered any cash paid or shares For purposes of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the nonthis Section 5.20 (Non-solicitation provisions.Solicitation):

Non-Solicitation. While employed (a) From the Closing Date until twelve (12) months following the Closing Date and for without the one-year period starting on the date prior written consent of Termination of EmploymentBuyer, any Participant who has received an Award under the Plan shall Seller agrees that it will not, directly and will cause its Affiliates not to, solicit for employment or indirectly: hire or employ any of (i) other than in connection the current employees of Buyer or its Affiliates to whom Seller or its Affiliates had been directly or indirectly introduced or otherwise had contact with as a result of its or their consideration, negotiation or consummation of the good-faith performance of his transactions contemplated by this Agreement, so long as they are employed by Buyer or her normal duties and responsibilities as an its Affiliates or (ii) any employee of the Company Business who is a Re-Hired Employee, or any Subsidiaryinduce, encourage or attempt to induce, any employee or agent of referred to in the Company or any Subsidiary foregoing clauses (i) and (ii) to terminate his or her employment with, or otherwise cease his or her relationship with Buyer or its Affiliates; provided that, the Company foregoing restriction shall not apply to any such employee of Buyer or its Affiliates or employee of the Business who responds to general solicitation employment advertising in the media not directed specifically toward the employees of Buyer or its Affiliates or Re-Hired Employees of the Business. (b) From the Closing Date until twelve (12) months following the Closing Date and without the prior written consent of Seller, Buyer agrees that it will not, and will cause its Affiliates not to, solicit for employment or hire or employ any Subsidiary; of (i) the current employees of Seller or its Affiliates to whom Buyer or its Affiliates had been directly or indirectly introduced or otherwise had contact with as a result of its or their consideration, negotiation or consummation of the transactions contemplated by this Agreement, so long as they are employed by Seller or its Affiliates or (ii) employ, engage as a consultant or adviserany employee of the Business who is an Excluded Employee other than in accordance with the express provisions of this Agreement, or solicit the employment induce, or engagement as a consultant or adviser ofattempt to induce, any employee referred to in the foregoing clauses (i) and (ii) to terminate his or agent of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do any of the foregoing; (iii) establish (or take preliminary steps to establish) a business her employment with, or encourage others otherwise cease his or her relationship with Seller or its Affiliates; provided that, the foregoing restriction shall not apply to establish (any such employee of Seller or take preliminary steps to establish) a business with, any its Affiliates or employee or exclusive agent independent contractor of the Company Business who responds to general solicitation employment advertising in the media not directed specifically toward the employees of Seller or its Subsidiaries that would interfere with the relationship between the Company Affiliates or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship Excluded Employees of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth above, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionsBusiness.

Non-Solicitation. While employed and (a) Seller agrees that, for the one-year a period starting commencing on the date of Termination of Employment, any Participant who has received an Award under the Plan shall not, directly or indirectly: (i) other than in connection with the good-faith performance of his or her normal duties Closing Date and responsibilities as an employee of the Company or any Subsidiary, encourage any employee or agent of the Company or any Subsidiary to terminate his or her relationship with the Company or any Subsidiary; (ii) employ, engage as a consultant or adviser, or solicit the employment or engagement as a consultant or adviser of, any employee or agent of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do any of the foregoing; (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth above, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected ending on or after the date that is one year 18 months after the Closing Date, Seller shall not, and shall cause its Subsidiaries not to, solicit for employment or hire any Company Employee listed on Section 5.06(a) of the Seller Disclosure Schedule; provided that this Section 5.06(a) shall not prohibit Seller or any of its Subsidiaries from (i) conducting a general solicitation or advertisement that is not specifically directed at Company Employees; (ii) soliciting for employment or hiring any individuals who have not been employed or engaged by a Company Group member for a period of six months prior to the date on which the Participant such individuals were first violated any such non-solicitation provisionssolicited for employment; and/or or (iii) recover soliciting for employment or cause to be recovered hiring any cash paid individuals whose employment or shares of Stock issued to engagement with the Participant in connection with any vestingapplicable Company Group member is terminated by such Company Group member. (b) Buyer agrees that, settlement, or exercise of an Award granted after May 19, 2009, if for a period commencing on the vesting, settlement, or exercise occurred Closing Date and ending on or after the date that is one year 18 months after the Closing Date, Buyer shall not, and shall cause its Subsidiaries (including the Company Group members after the Closing) not to, solicit for employment or hire any employee of Seller or its Affiliates listed on Section 5.06(b) of the Seller Disclosure Schedule; provided that this Section 5.06(b) shall not prohibit Buyer or any of its Subsidiaries from (i) conducting a general solicitation or advertisement that is not specifically directed at employees of Seller and its Affiliates; (ii) soliciting for employment or hiring any individuals who have not been employed or engaged by Seller or its Affiliates for a period of six months prior to the date such individuals were first solicited for employment; or (iii) soliciting for employment or hiring any individuals whose employment or engagement with Seller or its Affiliates is terminated by Person. (c) The undertakings in Section 5.06(a) are given to Buyer and to each of its Affiliates and the undertakings in Section 5.06(b) are given to Seller and each of its Affiliates. Seller and Buyer each acknowledge that such undertakings are entirely independent restrictions and are no greater than is reasonably necessary to protect the interests of Buyer and its Affiliates, on the one hand, and of Seller and its Affiliates, on the other hand. If the final judgment of a court of competent jurisdiction declares that any term or provision of Section 5.06(a) or Section 5.06(b) is invalid or unenforceable, the Parties agree that such court making the determination of invalidity or unenforceability will have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement will be enforceable as so modified after the expiration of the time within which the Participant first violated any such the non-solicitation provisionsjudgment may be appealed.

Non-Solicitation. While employed (a) Purchaser hereby covenants and for agrees, during the one-year period starting beginning on the date hereof and ending on the second (2nd) anniversary of Termination the Closing Date (the “Purchaser Non Solicitation Period”), not directly or indirectly to (A) induce or attempt to induce any officer, employee, representative or agent of EmploymentMatrix or any Subsidiary of Matrix (collectively, the “Restricted Entities”) to leave the employ of such Restricted Entity, or (B) hire, within twelve months following the date of termination of such person’s employment with such Restricted Entity, any Participant person who has received an Award under the Plan shall not, directly or indirectly: (i) other than in connection with the good-faith performance of his or her normal duties and responsibilities as was an employee of any Restricted Entity (x) at any time during the Company year prior to the date hereof or any Subsidiary, encourage any employee or agent of (y) during the Company or any Subsidiary to terminate his or her relationship with the Company or any Subsidiary; (ii) employ, engage as a consultant or adviserPurchaser Non Solicitation Period, or solicit the employment or engagement as a consultant or adviser of, (C) in any employee or agent of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do any of the foregoing; (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would way interfere with the relationship between any Restricted Entity and any employee thereof. Notwithstanding the Company foregoing, nothing in this Agreement will prevent Purchaser from (x) hiring any Person who was employed at any time by any Restricted Entity and whose employment was terminated by such Restricted Entity following the Closing or (y) hiring any employee of a Restricted Entity who makes an unsolicited approach to Purchaser seeking employment in response to the general advertisement or other public announcement of a job opening. (b) Sellers and Purchaser agree, for a period of five (5) years from the Closing Date, not to, directly or indirectly, make any statement or other communication (whether written or oral) that impugns or attacks the reputation or character of Purchaser, any Seller or Restricted Entity, or damages the goodwill of Purchaser, any Seller or any Restricted Entity. (c) Each Seller other than Matrix hereby covenants and agrees, for the respective period of time from and after the Closing Date set forth opposite such Seller’s name on Exhibit 6.7(c) hereto, not to, and to cause its Subsidiaries not to, establish a business or employ Persons with the intent of competing with the provision of: (i) managed account platform technology, including back office systems to support the administration of an investment advisor’s managed account business or (ii) advisory and administrative services to investment advisors and their clients as part of a managed account platform technology, in the employee case of either of the preceding clauses (i) or agent; or (ii), anywhere within the United States (a “Competing Business”). Subject to any exceptions set forth by the separate written agreement of Matrix and Purchaser, Matrix hereby covenants and agrees, for a period of three (3) years from the Closing Date, not to, and to cause its Subsidiaries not to, establish a business or employ Persons with the intent of competing with the development, marketing, selling or provision of one or more products or services (individually or as a bundle) consisting of (i) investment products research and/or due diligence, (ii) desktop asset management application, (iii) performance reporting, and (iv) interfere with any investment advisory services to the relationship wealth management industry, other than in each of the preceding clauses (i)-(iv) as relates to the corporate, not-for-profit, employee force-out, or governmental retirement plan markets (a “Matrix Competing Business”); provided, however, that this provision shall not prohibit Matrix from: (i) acquiring a company or business that is an Affiliate of a Matrix Competing Business, if such Matrix Competing Business comprises one-quarter or less of the total revenues of such company or business; or (ii) continuing to conduct the businesses in which Matrix and its subsidiaries (other than Prima) are engaged in as of the date of this Agreement, including without limitation the continued development, marketing and provision of the RetireTool(k)it suite of products. For these purposes, ownership of securities of five percent (5%) or less of any class of securities of a company engaged in a Competing Business or Matrix Competing Business, as applicable, shall not be considered to be a Competing Business or Matrix Competing Business, for purposes of this Section 6.7(c). Furthermore, Matrix and Broadridge (pursuant to its separate joinder to this Agreement) each hereby covenants and agrees, for a period of three (3) years from the Closing Date, not to, and to cause each of its respective Subsidiaries not to, induce or attempt to induce any client of Company or Company Subsidiary set forth on Exhibit 6.7(c)-2 to cease doing business with Company or Company Subsidiary as set forth opposite such client’s name on such Exhibit, or in any way divert or attempt to divert the provision of such services to any such client away from Company or Company Subsidiary. (d) Each Seller hereby covenants and agrees, for a period of two (2) years from the Closing Date (“Sellers Non Solicitation Period”), not to, and to cause its Subsidiaries withnot to, directly or endeavor indirectly (A) induce or attempt to entice away from the induce any individual employed by Company or its SubsidiariesCompany Subsidiary as of the Closing Date or (B) hire, within twelve months following the date of termination of such person’s employment with Company, Company Subsidiary, Purchaser or any of Purchaser’s Affiliates, any Person person who was an employee of Company, Company Subsidiary, Purchaser or which any of Purchaser’s Affiliates (x) at any time since during the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth above, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which hereof or (y) during the Participant first violated Sellers Non Solicitation Period. Notwithstanding the foregoing, nothing in this Agreement will prevent any Seller from (x) hiring any Person who was employed at any time by Company, Company Subsidiary, Purchaser or any of Purchaser’s Affiliates and whose employment was terminated by such employing Person following the Closing or (y) hiring any employee of any such non-solicitation provisions; and/oremploying Person who makes an unsolicited approach to such Seller seeking employment in response to the general advertisement or other public announcement of a job opening. (iiie) recover or cause Purchaser agrees that (i) the covenants set forth in Sections 6.7(a) and 6.7(b) are reasonable in temporal and geographical scope and in all other respects, and (ii) the covenants contained therein have been made in order to induce the Sellers and Purchaser to enter into this Agreement. Sellers and Purchaser intend that the covenants of Sections 6.7(a) and 6.7(b) shall be deemed to be recovered a series of separate covenants, one for each month of the relevant period of restriction. (f) Each Seller agrees that (i) the covenants set forth in Sections 6.7(c) and 6.7(d) are reasonable in temporal and geographical scope and in all other respects, and (ii) the covenants contained therein have been made in order to induce the Sellers and Purchaser to enter into this Agreement. (g) If, at the time of enforcement of Section 6.7(a), 6.7(b), 6.7(c) or 6.7(d) a court shall hold that the duration or scope stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration or scope under such circumstances shall be substituted for the stated duration or scope and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period and scope permitted by law. (h) Purchaser recognizes and affirms that in the event of its breach of any cash paid provision of Section 6.7(a) or shares 6.7(b), money damages would be inadequate and Matrix would not have adequate remedy at law. Accordingly, Purchaser agrees that in the event of Stock issued a breach or a threatened breach of any of the provisions of Section 6.7(a) or 6.7(b), Matrix, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the Participant provisions thereof (without posting a bond or other security). In addition, in connection with the event of a breach or violation of Section 6.7(a) or 6.7(b), the relevant period of restriction shall be tolled until such breach or violation has been duly cured. (i) Each Seller recognizes and affirms that in the event of its breach of any vestingprovision of Section 6.7(c) or 6.7(d), settlementmoney damages would be inadequate and Purchaser would have not adequate remedy at law. Accordingly, each Seller agrees that in the event of a breach or exercise a threatened breach of an Award granted after May 19any of the provisions of Section 6.7(c) or 6.7(d), 2009Purchaser, if in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the vestingprovisions thereof (without posting a bond or other security). In addition, settlementin the event of a breach or violation of Section 6.7(c) or 6.7(d), the relevant period of restriction shall be tolled until such breach or exercise occurred on or after violation has been duly cured. (j) Purchaser acknowledges that its covenants in this Section 6.7 are a material inducement to Matrix to enter into this Agreement and consummate the date transactions contemplated hereby, and each Seller acknowledges and agrees that is one year prior its covenants in this Section 6.7 are a material inducement to Purchaser to enter into this Agreement and consummate the date on which the Participant first violated any such the non-solicitation provisionstransactions contemplated hereby.

Non-Solicitation. While employed and for the one-year period starting on the date of Termination of Employment, any Participant who has received an Award under the Plan shall not, directly or indirectly: (i) Stockholder shall not and shall not authorize or permit its representatives to directly or indirectly (i) initiate, solicit encourage, or take any action to facilitate the making of, any offer or proposal which constitutes or is reasonably likely to lead to any Acquisition Proposal, (ii) enter into any agreement (other than a confidentiality agreement) with respect to any Acquisition Proposal except in connection with a Superior Proposal in connection with which the goodCompany enters into an agreement (including contemporaneously with the Company) pursuant to Section 5.3(b) of the Merger Agreement, or (iii) in the event of an unsolicited Acquisition Proposal for the Company or otherwise, engage in negotiations or discussions with, or provide any non-faith public information or data to, any Person (other than Parent or any of its affiliates or representatives) relating to any Acquisition Proposal. It is understood that this Section 8 limits the rights of Stockholder only to the extent that Stockholder is acting in Stockholder's capacity as a stockholder of the Company. Nothing herein shall be construed as preventing a Stockholder who is an officer or director of the Company, or any director of the Company who may be deemed to be an affiliate of Stockholder, from fulfilling the obligations of such position (including, subject to the limitations contained in Sections 5.2 and 5.3 of the Merger Agreement, the performance of obligations required by the fiduciary obligations of Stockholder, or any director of the Company who may be deemed to be an affiliate of Stockholder, acting solely in his or her normal duties and responsibilities capacity as an employee of the Company officer or any Subsidiary, encourage any employee or agent of the Company or any Subsidiary to terminate his or her relationship with the Company or any Subsidiary;director). (ii) employNotwithstanding anything to the contrary in this Section 8, engage as if (a) after the Company shall have received an unsolicited bona fide written proposal from a consultant or adviser, or solicit Third Party relating to an Acquisition Proposal and (b) the employment or engagement as a consultant or adviser of, any employee or agent Board of Directors of the Company or Subsidiary (other than by has complied with the Company or its Subsidiaries), or cause or encourage any Person to do any provisions of Section 5.2(b) of the foregoing; (iii) establish (or take preliminary steps to establish) a business withMerger Agreement, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere Stockholder may provide information and engage in discussions with the relationship between the Company or its Subsidiaries such Third Party as and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth above, to the extent that the Company is permitted by applicable law, the Board or the Committee may, to do so pursuant to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all terms of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionsMerger Agreement.

Non-Solicitation. While employed and for During the oneNon-year period starting on the date of Termination of EmploymentCompetition Period, any Participant who has received an Award under the Plan Seller shall not, and shall cause its Subsidiaries (other than the Transferred Subsidiaries) not to, (a) directly or indirectly, hire, engage or employ (as an employee, consultant or otherwise) any New Buyer Employee or other employees of Buyer other than any of the independent contractors set forth on Schedule I attached hereto (collectively, “Buyer Employees”), (b) through any director or officer of Seller, directly or indirectly: , solicit for employment or the engagement of services of any Buyer Employee or induce or attempt to induce any Buyer Employee to leave his or her employment with Buyer, or in any way intentionally interfere with the employment relationship between any Buyer Employee and Buyer or any Affiliate of Buyer, in each case for the purpose of employing or engaging the services of such Buyer Employee or soliciting such Buyer Employee to become an employee or consultant of Seller or its Subsidiaries or any other Person; provided, however, that nothing herein shall preclude Seller from employing or soliciting any Buyer Employee (i) other than in connection who independently responds to any public advertisement or general solicitation (such as a newspaper advertisement or internet posting) not specifically targeting such Buyer Employee or (ii) following the termination of such Buyer Employee’s employment with the good-faith performance of his or her normal duties and responsibilities as an employee of the Company or Buyer for any Subsidiaryreason, encourage any employee or agent of the Company or any Subsidiary provided, that Seller has not induced such Buyer Employee to terminate his or her relationship employment in breach of Seller’s obligations hereunder, or (c) take any action or attempt to take any action with the Company intent of impairing any material relationship, contractual or any Subsidiary; (ii) employotherwise, engage as a consultant or adviser, or solicit the employment or engagement as a consultant or adviser of, any employee or agent of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do any of the foregoing; (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere with the relationship between the Company Buyer and any customer, supplier, consultant, independent contractor, distributor or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth above, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionsreseller.

Non-Solicitation. While employed (a) Parent and for the one-year period starting on each Seller agrees that from and after the date of Termination of Employmentthis Agreement until eighteen (18) months after the Closing Date (the “Non-Solicitation Period”), any Participant who has received an Award under the Plan it shall not, and it shall cause its Subsidiaries not to, directly or indirectly: (i) other than , request or induce any person who is either at any time from the date of this Agreement to the Closing Date employed primarily in connection with the good-faith performance of his Business or her normal duties and responsibilities as an employee of the Company is employed by Purchaser or any Subsidiary, encourage any employee or agent of the Company or any Subsidiary its Subsidiaries to terminate his or her relationship employment with the Company Business, Purchaser or any Subsidiary; of its Subsidiaries (including, after the Closing, the Purchased Companies), or hire during the Non-Solicitation Period any such employee; provided, however, that the foregoing shall not apply (i) to solicitations made by job opportunity advertisements and headhunter searches directed to the general public rather than targeting any employees of Purchaser or any of its Subsidiaries and, with respect to all employees other than senior management of the Business as conducted by Purchaser and its Subsidiaries, the hiring of such employees or (ii) employ, engage as a consultant or adviser, or solicit the employment or engagement as a consultant or adviser of, with respect to any employee who has been terminated by such other party prior to (or agent has voluntarily left his or her employment more than six months prior to) such solicitation or hiring. (b) Purchaser agrees that during the Non-Solicitation Period, it shall not, and it shall cause its Subsidiaries not to, directly or indirectly, request or induce any person who is at any time from the date of this Agreement to the Company or Subsidiary Closing Date employed in the Excluded Businesses (other than by with respect to the Company employees being transferred with the Business pursuant to the terms of this Agreement) to terminate his or its Subsidiaries)her employment with the Excluded Businesses, or cause or encourage hire during the Non-Solicitation Period any Person to do any of such employee; provided, however, that the foregoing; (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth above, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, foregoing shall not apply (i) cancel to solicitations made by job opportunity advertisements and headhunter searches directed to the general public rather than targeting any employees of Parent, Sellers or cause any of their respective Subsidiaries and, with respect to be cancelled any or all employees other than senior management of the Participant's outstanding Awards granted after May 19Excluded Businesses, 2009; the hiring of such employees or (ii) recover or cause with respect to be recovered any or all Proceeds resulting from any sale or employee who has been terminated by such other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year party prior to the date on which the Participant first violated any (or has voluntarily left his or her employment more than six months prior to) such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionshiring.

Non-Solicitation. While employed (a) Until the later of (x) the expiration of the Standstill Period and for (y) the one-year period starting on second (2nd) anniversary of the date of Termination of EmploymentClosing Date, any Participant who has received an Award under the Plan Investor covenants and agrees that, to the fullest extent permitted by Applicable Law, the Investor shall not, and shall cause its Affiliates not to, without the prior written consent of Parent, directly or indirectly: indirectly (iwhether alone or jointly with another Person), (a) other than in connection with the good-faith performance of his hire or her normal duties and responsibilities solicit for employment (whether as an officer, employee or consultant or other independent contractor) any individual who is an employee or officer of Parent or any of its Affiliates, including the Company and its Subsidiaries, as of immediately following the Closing with a title of Vice President or more senior and, solely with respect to such employees or officers of Parent or any of its Affiliates who as of immediately prior to the Closing were not employees or officers of the Company or any Subsidiaryof its Subsidiaries, with whom the Investor has had contact or who (or whose performance) became known to the Investor in connection with the negotiation of the transactions contemplated by the Merger Agreement or (b) otherwise knowingly encourage any employee or agent of the Company or any Subsidiary such individual to terminate his or her relationship with employment or service to Parent or its Affiliates; provided, however, that the Company restrictions of this Section 3.2(a) shall not prohibit (i) solicitation of any individual through any general advertisement, or any Subsidiary; search firm, placement agency or recruiting agency engagement which, in any such case, is not directed or targeted at any such individual, (ii) employ, engage as a consultant solicitation of or adviser, or solicit the hiring any individual whose employment or engagement as a consultant or adviser of, any employee or agent of the Company or Subsidiary (other than by the Company with Parent or its Subsidiaries), applicable Affiliate terminated after the Closing and at least six (6) months prior to the commencement of employment discussions with such individual or cause or encourage any Person to do any of the foregoing; (iii) establish solicitation of or hiring any individual who has, without any encouragement from the Investor or any of its Affiliates, relocated (on a full-time basis) or take preliminary steps otherwise changed their permanent residence to establishIsrael. (b) a business with, or encourage others to establish Until the second (or take preliminary steps to establish2nd) a business with, any employee or exclusive agent independent contractor anniversary of the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries Closing Date, Parent covenants and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth aboveagrees that, to the fullest extent permitted by applicable lawApplicable Law, Parent shall not, and shall cause its Affiliates not to, without the Board prior written consent of the Investor, directly or indirectly (whether alone or jointly with another Person), (a) hire or solicit for employment (whether as an officer, employee or consultant or other independent contractor) any individual who is an employee or officer of the Committee may, Investor or any of its Affiliates as of immediately following the Closing constituting a “Forum 100” or more senior employee or officer and with whom Parent has had contact or who (or whose performance) became known to Parent in connection with the negotiation of the transactions contemplated by the Merger Agreement or (b) otherwise knowingly encourage any such individual to terminate his or her employment or service to the extent permitted by applicable law, Investor or its Affiliates; provided, however, that the restrictions of this Section 3.2(b) shall not prohibit (i) cancel solicitation of any individual through any general advertisement, or cause to be cancelled any search firm, placement agency or all of the Participant's outstanding Awards granted after May 19recruiting agency engagement which, 2009; in any such case, is not directed or targeted at any such individual, or (ii) recover solicitation of or cause to be recovered hiring any individual whose employment with the Investor or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or its applicable Affiliate terminated after the date that is one year Closing and at least six (6) months prior to the date on which the Participant first violated any commencement of employment discussions with such non-solicitation provisions; and/or individual or (iii) recover solicitation of or cause to be recovered hiring any cash paid individual who has, without any encouragement from Parent or shares any of Stock issued its Affiliates, relocated (on a full-time basis) or otherwise changed their permanent address to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisions.U.S.

Non-Solicitation. While employed Each Seller and Founder agrees that for a period of five years following the one-year period starting on the date of Termination of EmploymentClosing Date, any Participant who has received an Award under the Plan he or it shall not, and he or it shall cause his or its Affiliates not to, directly or indirectly: (ia) solicit or attempt to solicit (x) any Business Employee, or any other than in connection with the good-faith performance of his person employed by or her normal duties and responsibilities engaged as an employee of a Contractor to the Company or any Subsidiaryof its Subsidiaries at any time during the 12 months preceding the Closing Date, encourage or (y) any then-current employee or agent individual contractor, or any person who has been an employee or contractor at any time within the then- preceding twelve months (including in the case of contractors any legal Person which is controlled directly or indirectly by any such individual contractor), of Purchaser or any of Purchaser’s Affiliates (including after the Closing the Company and any Subsidiaries of the Company or any Subsidiary Company), to terminate cease his or her relationship with Purchaser or any of Purchaser’s Affiliates or to become an employee, contractor or consultant or otherwise to provide services to any Person other than Purchaser and its Affiliates; or (b) to the fullest extent permitted by Law, hire or employ (x) any Business Employee, or any other person employed by or engaged as a Contractor to the Company or any Subsidiary; (ii) employ, engage as a consultant or adviserof its Subsidiaries at any time during the 12 months preceding the Closing Date, or solicit (y) any then-current employee or individual contractor of Purchaser or any of its Affiliates or any person who has been an employee or individual contractor of Purchaser or any of its Affiliates within the then-preceding twelve months (including in the case of contractors any legal Person which is controlled directly or indirectly by any such individual contractor); provided, that (x) nothing in this Section 7.03 shall be deemed breached by any general advertisement for potential employees that is not directed at Purchaser’s or any of its Affiliates’ employees, (y) each Seller and Founder shall also have the right to hire any such Person whose employment or engagement as a consultant or adviser of, any employee or agent of the Company or Subsidiary (has been terminated other than for cause by the Company Purchaser or its Subsidiaries)Affiliates and (z) each Founder may, in their individual capacities, hire or cause employ ▇▇▇ ▇▇▇▇▇▇▇ or encourage any Person ▇▇▇ ▇▇▇▇▇▇▇▇. Nothing in this Section 7.03 shall be deemed to do any of the foregoing; (iii) establish (limit or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of modify the non-solicitation provisions set forth above, obligations of each Founder pursuant to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all terms of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such his respective separate non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionsagreement.

Non-Solicitation. While employed and for (a) As an inducement to Buyer to enter into this Agreement, Seller agrees that, during the one-year twelve (12) month period starting commencing on the date of Termination of EmploymentClosing Date (the “Restricted Period”), any Participant who has received an Award under the Plan Seller shall not, directly and shall cause its direct and indirect Subsidiaries to not, whether on their own behalf or indirectly: jointly with or as an agent for any other Person, (i) other than in connection solicit or induce or attempt to solicit or induce (including by recruiting, interviewing or identifying or targeting as a candidate for recruitment) any Transferred Employee to terminate, restrict or hinder such person’s employment or association with the good-faith performance of his or her normal duties and responsibilities as an employee of the Company TEGNA or any Subsidiary, encourage of its subsidiaries or interfere in any employee or agent of the Company or any Subsidiary to terminate his or her relationship with the Company or any Subsidiary; (ii) employ, engage as a consultant or adviser, or solicit the employment or engagement as a consultant or adviser of, any employee or agent of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do any of the foregoing; (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere way with the relationship between the Company such individual and TEGNA or any of its Subsidiaries and the or (ii) hire or offer to hire or employ any Transferred Employee as an employee or agentconsultant in any capacity; orprovided, however, that (x) general solicitations (of a bona fide nature) published in a journal, newspaper or other publication or posted on an Internet job site or social media and not specifically directed towards any such individual (and hiring or offering to hire any individual as a result thereof) and (y) soliciting or hiring any individual whose employment with TEGNA or any of its Subsidiaries terminated at least six (6) months prior to the commencement of employment discussions between Seller or Tribune or any of their respective Subsidiaries or Affiliates and such individual shall not constitute a breach of the covenant in this Section 6.6(a). (ivb) As an inducement to Seller to enter into this Agreement, TEGNA agrees that during the Restricted Period, TEGNA shall not, and shall cause its direct and indirect Subsidiaries to not, whether on their own behalf or jointly with or as an agent for any other Person, (i) solicit or induce or attempt to solicit or induce (including by recruiting, interviewing or identifying or targeting as a candidate for recruitment) any corporate-level employee of Seller or Tribune to terminate, restrict or hinder such person’s employment or association with Seller or Tribune or interfere in any way with the relationship of the Company between such individual and Seller or its Subsidiaries with, Tribune or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth above, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover hire or cause offer to be recovered hire or employ as an employee or consultant in any capacity any such corporate-level employee of Seller or all Proceeds resulting from any sale Tribune without the prior written consent of Seller; provided that (x) general solicitations (of a bona fide nature) published in a journal, newspaper or other disposition publication or posted on an Internet job site or social media and not specifically directed towards any such individual (including and hiring or offering to the Companyhire any individual as a result thereof) of shares of Stock issued and (y) soliciting or issuable upon vesting, settlement, hiring any individual whose employment with Seller or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year Tribune terminated at least six (6) months prior to the date on which commencement of employment discussions between Buyer or any of its Subsidiaries or Affiliates and such individual shall not constitute a breach of the Participant first violated any such non-solicitation provisions; and/orcovenant in this Section 6.6(b). (iiic) recover Each of the Parties acknowledges and agrees that the restrictions contained in this Section 6.6 are reasonable in scope and duration in light of the purpose and intent of this Agreement and the valuable consideration being conveyed by the Parties as provided herein and are necessary to protect Buyer and its Affiliates. If, for any reason any Governmental Authority determines that any of those restrictions is not reasonable or cause are overbroad or unenforceable or that the consideration is inadequate in any jurisdiction or context, such restrictions shall be interpreted, modified or rewritten to include as much of the duration and scope as will render such restrictions valid and enforceable. The parties agree that the covenants contained in this Section 6.6 shall be recovered enforced independently of any cash paid other obligations between or shares among the Parties, and that the existence of Stock issued to any other claim or defense shall not affect the Participant in connection with any vesting, settlement, enforceability of this Agreement or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionsremedies hereunder.

Non-Solicitation. While employed and for the one-year period starting (a) Commencing on the date Effective Date and continuing for a period of two (2) years after the Termination Date (if the Company terminates your employment with or without Cause or you terminate your employment with or without Good Reason) or (ii) one (1) year after the Termination Date (if your employment terminates due to your Disability or the Term expires in accordance with this Agreement after the delivery of Employmenta Non-renewal Notice by either party) (“Restricted Period”), any Participant who has received an Award under the Plan shall you will not, directly or indirectly, individually or as a part of or on behalf of any other person, company, employer or other entity: (i) hire or attempt to solicit for hire (other than in connection with the good-faith performance of his or her normal duties and responsibilities as an employee on behalf of the Company or Company), any Subsidiary, encourage any employee or agent of person who is employed by the Company or any Subsidiary within six (6) months prior to terminate his or her relationship such action until at least six (6) months after the person’s employment with the Company or any Subsidiary;ends (“Covered Employee”); or (ii) employsolicit, engage as encourage or attempt to persuade any consultant, vendor, client or customer to terminate or adversely modify its existing relationship with the Company, except during the Term where you are authorized to do so and have a consultant reasonable good faith belief that such termination or advisermodification is in the best interests of the Company. (b) If, or solicit during the employment or engagement as a consultant or adviser ofRestricted Period, any employee Covered Employee accepts employment with any person, company, employer or agent other entity of the Company or Subsidiary which you are an officer, director, employee, partner, shareholder (other than of less than 5% of the stock in a publicly traded company) or joint venturer, it will be presumed that the Covered Employee was hired in violation of this provision (“Presumption”). This Presumption may be overcome by your showing by a preponderance of the evidence that you were not directly or indirectly involved in soliciting or encouraging the Covered Employee to leave employment with the Company. (c) You agree to notify any person or entity to which you provide services during the Restricted Period of the terms of your obligations, if any, under this Section 10. The parties agree that any breach of this Section 10 will entitle the Company to an injunction without bond enforcing this Section 10 or its Subsidiaries), or cause or encourage any Person for breaching Section 10(a) the Company shall be entitled to do any liquidated damages equal to the amount of the foregoing; (iii) establish (annual total compensation of any person solicited or take preliminary steps hired in breach of Section 10(a). The parties are agreeing to establish) a business withliquidated damages as an option to actual damages in recognition that the Company’s employees are among its most valuable assets, or encourage others but it is often difficult to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of prove the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth above, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds actual damages resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionsbreach.

Non-Solicitation. While employed (a) During the period that this Agreement is in effect and for the one-three (3) year period starting on the date immediately following termination of Termination of Employmentthis Agreement, any Participant who has received an Award under the Plan Independent Contractor shall not, not directly or indirectly: indirectly through another entity (i) other than in connection with the good-faith performance of his induce or her normal duties and responsibilities as an employee of the Company or any Subsidiary, encourage attempt to induce any employee or agent of the Company or any Subsidiary to terminate his or her relationship with the Company or any Subsidiary; (ii) employ, engage as a consultant or adviserof, or solicit consultant to, VMS or its subsidiaries to leave the employment or engagement as a consultant or adviser employ of, any employee or agent of the Company or Subsidiary (other than by the Company consultancy to, VMS or its Subsidiaries)subsidiaries, or cause or encourage in any Person to do any of the foregoing; (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would way interfere with the relationship between the Company VMS or its Subsidiaries subsidiaries and the any employee or agent; or consultant thereof, (ivii) interfere with the relationship of the Company hire any person who was an employee of, or consultant to, VMS or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which subsidiaries at any time since during the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the nontwelve-solicitation provisions set forth above, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year month period immediately prior to the date on which such hiring would take place without the Participant first violated written consent of VMS (it being conclusively presumed by the parties so as to avoid any disputes under this section that any such nonhiring within such twelve-solicitation provisionsmonth period is in violation of clause (i) above); and/or (iii) recover call on, solicit or cause service any customer, referral partner, affiliate, agent, supplier, licensee, licensor, consultant, contractor or other business relation of VMS or its respective subsidiaries in order to be recovered any cash paid induce or shares of Stock issued attempt to the Participant in connection induce such person to cease doing business with any vesting, settlementVMS or its subsidiaries, or exercise of an Award granted after May 19in any way interfere with the relationship between any such customer, 2009referral partner, if the vestingaffiliate, settlementagent, supplier, licensee, licensor, consultant, contractor or other business relation and VMS or its subsidiaries (including, without limitation, making any negative statements or communications about VMS or its subsidiaries); or (iv) call on, solicit, or exercise occurred take away or attempt to call on, solicit, or take away any of VMS’s customers, referral partners, affiliates, agents and vendors on whom Independent Contractor called or after with whom Independent Contractor became acquainted during its contractual relationship with VMS, either on its behalf or that of other person, firm, or corporation. (b) If, at the date time of enforcement of the covenants contained in this section above (the “Protective Covenants”), a court shall hold that is one year prior the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the date on which Protective Covenants to cover the Participant first violated any such maximum duration, scope and area permitted by law. Independent Contractor agrees that the non-solicitation provisionsProtective Covenants are reasonable in terms of duration, scope and area restrictions and are necessary to protect the goodwill of VMS’s businesses and agrees not to challenge the validity or enforceability of the Protective Covenants.

Non-Solicitation. While employed Seller agrees that for a period of one (1) year from and for after the one-year period starting on the date of Termination of EmploymentClosing Date, any Participant who has received an Award under the Plan Seller shall not, and shall cause its Affiliates (other than Affiliates that are natural persons) not to, directly or indirectly: (i) other than in connection with the good-faith performance of his , solicit to hire or her normal duties and responsibilities as hire any Transferred Employee, unless such Person ceased to be an employee of Purchaser or its Subsidiaries prior to such action by Seller or its Affiliates, or, in the Company case of such Person’s voluntary termination of employment with Purchaser or any Subsidiaryits Subsidiaries, encourage any employee at least three months prior to such action by Seller or agent its Affiliates. Notwithstanding the foregoing, the restrictions set forth in this Section 5.16 prohibiting solicitation of the Company or any Subsidiary employment shall not apply to terminate his or her relationship with the Company or any Subsidiary; (ii) employ, engage as a consultant or adviserbona fide general solicitations of, or solicit the advertisements for, employment placed by Seller or engagement as a consultant or adviser ofits Affiliates that are not specifically targeted at such Persons. In addition, neither Seller nor any employee or agent of the Company or Subsidiary its Affiliates (other than by the Company or its Subsidiaries)Affiliates that are natural persons) shall directly, or cause indirectly through another Person, for so long as Seller shall have continuing obligations under Section 5.17 below, call on, solicit or encourage service any customer, supplier, licensee, licensor or other business relation of Purchaser or any of its Affiliates in order to induce or attempt to induce such Person to do cease doing business with Purchaser or any of its Affiliates with respect to the foregoing; (iii) establish (or take preliminary steps to establish) a business withBusiness, or encourage others to establish (or take preliminary steps to establish) a business with, in any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would way interfere with the relationship between any such customer, supplier, licensee or business relation with respect to the Company Business and Purchaser or any of its Affiliates (including making any negative statements or communications with respect to the Business about Purchaser or any of its Affiliates). For purposes of this Section 5.16, the term Affiliate (when used in the context of Seller) shall not include any Person that, after the Closing Date, acquires control of Seller (an “Acquiring Person”) or any Subsidiary of an Acquiring Person (other than Seller and its Subsidiaries and at the employee or agent; or time of such acquisition of control) (ivan “Acquiring Person Subsidiary”) interfere with that does not use information regarding the relationship identities of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any Transferred Employees for purposes of the non-solicitation provisions set forth above, to the extent permitted taking action that would otherwise be prohibited by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionsthis Section 5.16.

Non-Solicitation. While employed (a) In furtherance of the consideration being paid by the Purchaser to the Seller hereunder and for the one-year Goodwill, (i) Dow agrees that, during the period starting beginning on the date Closing Date and ending on the second anniversary of Termination of Employmentthe Closing Date (such period, any Participant who has received an Award under the Plan “Restricted Period”), Dow shall not, whether directly or indirectly: (i) other than in connection with , solicit the good-faith performance employment of his or her normal duties and responsibilities as an any employee of the Company Business or hire any current employee (or any Subsidiary, encourage employee who was employed by the Business for any employee or agent type of employment within the six-month period prior to the Closing) of the Company Business without the prior written consent of the Purchaser; provided, however, that nothing herein shall prohibit Dow from making general solicitation advertisements that are not targeted at such employees and from hiring any such employee that responds to such general solicitation advertisements or any Subsidiary to terminate his whose employment has been terminated by the ▇▇▇▇▇▇ Holdcos or her relationship with the Company or any Subsidiary; ▇▇▇▇▇▇ Subsidiaries; and (ii) employthe Purchaser and each ▇▇▇▇▇▇ Holdco agree that, engage as a consultant during the Restricted Period, the Purchaser and the ▇▇▇▇▇▇ Holdcos shall not, and shall cause each member of the ▇▇▇▇▇▇ Group not to, whether directly or adviserindirectly, or solicit the employment or engagement as a consultant or adviser of, of any employee or agent of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do any of the foregoing; (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company Dow or its Subsidiaries that would interfere with or hire any current employee (or any employee who was employed by for any type of employment within the relationship between six-month period prior to the Company Closing) of Dow or its Subsidiaries without the prior written consent of Dow; provided, however, that nothing herein shall prohibit the Purchaser or the ▇▇▇▇▇▇ Holdcos from making general solicitation advertisements that are not targeted at such employees and the from hiring any such employee that responds to such general solicitation advertisements or agent; orwhose employment has been terminated by Dow. (ivb) interfere with The parties hereto agree that in the relationship event a court of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is competent jurisdiction declares there has been a material customer or material supplier of, or maintained a material business relationship withbreach by either party of this Section 5.15, the Company term of any such term or its Subsidiaries. If a Participant violates any of covenant so breached shall be automatically extended for the non-solicitation provisions set forth above, to breaching party for the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all period of time of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting violation from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which such breach ceases or from the Participant first violated any such date of the entry by a court of competent jurisdiction of a final non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vestingappealable Governmental Order enforcing such covenant, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that whichever is one year prior to the date on which the Participant first violated any such the non-solicitation provisionslater.

Non-Solicitation. While employed The Grantee covenants and agrees that during the Grantee’s Employment and for a period of twenty-four (24) months (and such period shall be tolled on a day-to-day basis for each day during which the one-year period starting on Grantee participates in any activity in violation of the date restrictions set forth in this Section 12(b)) after the termination of Termination of the Grantee’s Employment, any Participant who has received an Award under whether such termination occurs at the Plan insistence of the Company or the Grantee (for whatever reason), the Grantee shall not, directly or indirectly: and shall not assist any other Person to, (i) other than in connection with the good-faith performance of his hire or her normal duties and responsibilities as an solicit for hire any employee of the Company or any Subsidiary, encourage of its Immediate Affiliates or seek to persuade any employee or agent of the Company or any Subsidiary of its Immediate Affiliates to terminate his discontinue employment or her relationship with (ii) solicit or encourage any independent contractor providing services to the Company or any Subsidiary; (ii) employof its Immediate Affiliates to terminate or diminish its relationship with them; provided, engage as a consultant or adviserhowever, or solicit that after termination of the employment or engagement as a consultant or adviser Grantee’s Employment, these restrictions shall apply only with respect to employees of, and independent contractors providing services to, the Company or any employee of its Immediate Affiliates who were such on the date that the Grantee’s Employment terminated or agent at any time during the nine (9) months immediately preceding such termination date; and, provided further, that this Section 5(b) shall not be violated by (x) any general advertising or other general methods of solicitation by another company or search firm not specifically directed at the employees or independent contractors of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do any of the foregoing; its Immediate Affiliates or (iiiy) establish (any such hiring, solicitation or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, encouragement of any employee or exclusive agent independent contractor contractors of the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of its Immediate Affiliates below the non-solicitation provisions set forth abovelevel of director, to the extent permitted by applicable law, the Board so long as you had no direct or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any indirect involvement in such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionsactivities.

Non-Solicitation. While employed (a) Agilent agrees that for a period of two (2) years from and for after the one-year period starting on the date of Termination of Employment, any Participant who has received an Award under the Plan Separation Date it shall not, and it shall cause each of its Affiliates not to (and shall not encourage or assist any of its Affiliates to), without the prior written consent of Verigy, directly or indirectly: , solicit to hire (or cause or seek to cause to leave the employ of Agilent or any of its Affiliates) (i) any Verigy Transferred Employee or (ii) any other than Verigy Employee, unless in connection with the good-faith performance of his or her normal duties and responsibilities as each case such Person ceased to be an employee of the Company Verigy or its Affiliates prior to such action by Agilent or any Subsidiaryof its Affiliates, encourage any employee or agent or, in the case of the Company such Person's voluntary termination of employment with Verigy or any Subsidiary of its Affiliates, at least three (3) months prior to terminate his or her relationship with the Company such action by Agilent or any Subsidiary;of its Affiliates to the extent allowable under Applicable Local Law. (b) Verigy agrees that for a period of two (2) years from and after the Separation Date it shall not, and it shall cause its Affiliates not to (and shall not encourage or assist any of its Affiliates to), without the prior written consent of Agilent, directly or indirectly, solicit to hire (or cause or seek to cause to leave the employ of Agilent or any if its Affiliates) any Agilent Employee or any Person that it or they know to be employed by Agilent or any of its Affiliates unless such Person ceased to be an employee of Agilent or such Subsidiary prior to such action by Verigy or any of its Affiliates, or, in the case of such Person's voluntary termination of employment with Agilent or any of its Affiliates, at least three (3) months prior to such action by Verigy or any of its Affiliates to the extent allowable under Applicable Local Law. (c) Notwithstanding the foregoing, the restrictions set forth in Sections 10.7(a) and 10.7(b) shall not apply to (i) bona fide public advertisements for employment placed by any Party and not specifically targeted at the employees of any other Party, or (ii) employ, engage as a consultant or adviser, or solicit the employment or engagement as a consultant or adviser of, any employee who is not a manager or agent an individual contributor who is engaged in the design of the Company Semiconductor Test Systems or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do any of the foregoing; (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth above, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionsprocesses.

Non-Solicitation. While employed and (a) Except while acting on behalf of the Surviving Corporation or its subsidiaries in its capacity as an officer, director, employee or other agent of such Person, each Seller agrees that, for the one-a one (1) year period starting commencing on the date of Termination of EmploymentClosing Date, such Seller shall not solicit, seek to hire or hire, whether as an employee, agent, independent contractor, manager, partner, venturer or otherwise, any Participant who has received an Award under of the Plan retained employees set forth on Exhibit D (each, a “Restricted Employee”), unless Buyer or the Surviving Corporation gives its written consent to such employment or offer of employment; provided, however, that the provisions of this subsection (a) shall not, directly not apply to the solicitation or indirectly: hiring of (i) other than in connection with any Restricted Employee after the good-faith performance expiration of his one hundred and eighty (180) days from the time such Restricted Employee ceases to be employed by the Company or her normal duties (ii) any Restricted Employee who responds to a general solicitation that is a public solicitation of prospective employees and responsibilities as an employee not directed specifically to employees of the Company or any Subsidiary, encourage any employee or agent of the Company or any Subsidiary to terminate his or her relationship with the Company or any Subsidiary;. (iib) employ, engage as a consultant or adviser, or solicit Each Seller acknowledges that (a) the employment or engagement as a consultant or adviser of, any employee or agent provisions of this Section 7 are reasonable and necessary to protect the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do any legitimate interests of the foregoing; (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries Buyer and the employee or agent; or Surviving Corporation, and (ivb) interfere with the relationship any violation of the Company or its Subsidiaries with, or endeavor this Section 7 will result in irreparable injury to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship withBuyer, the Company exact amount of which will be difficult to ascertain, and the remedies at law for any such violation would not be reasonable or its Subsidiariesadequate compensation to Buyer for such a violation. If a Participant Accordingly, each Seller agrees that if it violates the provisions of this Section 7, in addition to any other remedy which may be available at law or in equity, Buyer shall be entitled to seek specific performance and injunctive relief in any action instituted in any court of the non-solicitation provisions set forth abovecompetent jurisdiction, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale without posting bond or other disposition (including to security, and without the Company) necessity of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionsproving actual damages.

Non-Solicitation. While employed The Executive further agrees that the provisions of Section 3 of the Confidentiality Agreement relating to non-solicitation of employees shall apply for a period of thirty-six months following the Separation Date (the “Confirmation Date”) and for shall be modified and expanded (i) to include the one-year period starting on the date of Termination of Employment, any Participant who has received an Award under the Plan shall notExecutive’s agreement not to, directly or indirectly: , induce, solicit, or attempt to persuade any individual who is, or at any time during the six month period ending on the Separation Date was, employed at a Company hotel (iany such individual, a “Company Associate”), to accept employment with a company, organization or other association at which the Executive is then employed, engaged or associated, and (ii) to require the Executive to give the Company reasonable notice (which may be given to the General Counsel or CHRO of the Company by email) in the event the Executive becomes actually aware (without an inquiry obligation) that a Company Associate who (x) is a hotel general manager, or (y) holds the title of Vice President or above, accepts employment with a company, organization or other than association at which the Executive is then employed, engaged or associated (as so modified, the “Nonsolicitation Covenant”). Executive agrees to grant to the Company a first priority, perfected security interest in connection all of his right, title and interest in and to all cash proceeds payable or shares of Class A Common Stock of the Company delivered upon exercise, settlement or vesting of the SARs, RSUs, or RSs (less any shares withheld for taxes), but solely applicable with regard to the good-faith SARs, RSUs, or RSs which are unvested as of the Separation Date, and all proceeds received thereon (less applicable taxes), as collateral security for the performance of his obligations under the Nonsolicitation Covenant pursuant to a security agreement (or her normal duties similar agreement) and responsibilities as related documents, including, without limitation an employee escrow agreement if required by the Company, to be executed and delivered by the Executive on or before June 13, 2014; provided that (A) the Executive shall retain the right to direct the disposition of such SARs, RSUs and RSs and the investment of cash proceeds thereon while the security arrangements are in effect, and (B) that any SARs, RSUs, RSs, cash settlement amounts and shares of Class A Common Stock of the Company or and any Subsidiary, encourage any employee or agent of the Company or any Subsidiary to terminate his or her relationship with the Company or any Subsidiary; (ii) employ, engage as a consultant or adviser, or solicit the employment or engagement as a consultant or adviser of, any employee or agent of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do any of the foregoing; (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth above, proceeds thereon subject to the extent permitted by applicable law, the Board or the Committee may, security arrangements shall be released to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of Executive on the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, Confirmation Date if the sale or disposition was effected on or after Executive has fulfilled his obligations under the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionsNonsolicitation Covenant.

Non-Solicitation. While employed (a) Seller agrees that during a period of two (2) years from and for after the one-year period starting on the date of Termination of EmploymentClosing Date, any Participant who has received an Award under the Plan shall it will not, directly in any manner (whether on its own account, as an owner, operator, manager, consultant, officer, director, employee, investor, agent or indirectly: otherwise), or permit its Affiliates in any manner, (i) other than in connection recruit, solicit or otherwise attempt to employ any of the Business Employees, or induce or attempt to induce any Business Employee to leave employment with the good-faith performance of his Buyer or her normal duties and responsibilities as an employee of the Company Company; provided, that, this Section 7.6 shall not prohibit Seller or any Subsidiaryof its Affiliates from soliciting or hiring any person who responds to a general advertisement or solicitation, encourage including but not limited to advertisements or solicitations through newspapers, trade publications, periodicals, radio or internet database, or efforts by any employee recruiting or agent of the Company employment agencies, not specifically directed at Business Employees or any Subsidiary to terminate his or her relationship with the Company or any Subsidiary; (ii) employ, engage as a consultant or adviser, or solicit the employment or engagement as a consultant or adviser of, any employee or agent of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do any of the foregoing; (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would intentionally interfere with the relationship between the Company and any employee, customer, sales representative, broker, supplier, licensee or its Subsidiaries and the employee other business relation (or agent; or (ivany prospective customer, supplier, licensee or other business relationship) interfere with the relationship of the Company (including by making any negative or its Subsidiaries with, disparaging statements or endeavor to entice away from communications regarding Buyer or the Company or any of their respective operations, officers, directors or investors). (b) Seller agrees that its Subsidiariesobligations under this Section 7.6 are special and unique and that any violation thereof would not be adequately compensated by money damages, and grants the Buyer the right to specifically enforce (including injunctive relief where appropriate) the terms of this Section 7.6. (c) Seller agrees that the covenants against competition contained in this Section are reasonable and fair in all respects, and are necessary to protect the interests of Buyer. However, in case any Person who one or which at more of the provisions or parts of a provision contained in this Section shall, for any time since reason, be held to be invalid, illegal or unenforceable in any respect in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Section or any other jurisdiction, but this Section shall be reformed and construed in any such jurisdiction as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and such provision or part shall be reformed so that it would be valid, legal and enforceable to the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship withmaximum extent permitted in such jurisdiction. Without limiting the foregoing, the Company Parties intend that the covenants and agreements contained in this Section shall be deemed to be a series of separate covenants and agreements. If, in any legal proceeding, a court or its Subsidiaries. If a Participant violates any arbitrator shall refuse to enforce all the separate covenants and agreements deemed to be included in this Section, it is the intention of the non-solicitation provisions set forth aboveParties that the covenants and agreements which, to if eliminated, would permit the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause remaining separate covenants and agreements to be cancelled any or all enforced in such proceeding shall, for the purpose of such proceeding, be deemed eliminated from the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) provisions of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionsthis Section.

Non-Solicitation. While employed (a) Seller Parent, the Other Sellers and Seller agree that for a period of two (2) years from and after the one-year period starting on the date of Termination of Employment, any Participant who has received an Award under the Plan Closing Date it shall not, and it shall cause each of their Subsidiaries not to (and shall not encourage or assist any of its Affiliates to), without the prior written consent of Purchaser, directly or indirectly: , solicit to hire (or cause or seek to cause to leave the employ of Purchaser or any of its Subsidiaries) (i) any Transferred Employee or (ii) any other than Person employed by Purchaser who became known to or was identified to the Seller Parent, Other Sellers or Seller or any of their Affiliates prior to the Closing in connection with the good-faith performance of his or her normal duties and responsibilities as transactions contemplated by this Agreement, unless in each case such Person ceased to be an employee of the Company or any Subsidiary, encourage any employee or agent of the Company or any Subsidiary to terminate his or her relationship with the Company or any Subsidiary; (ii) employ, engage as a consultant or adviser, or solicit the employment or engagement as a consultant or adviser of, any employee or agent of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do any of the foregoing; (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company Purchaser or its Subsidiaries that would interfere prior to such action by the Seller Parent, Other Sellers or Seller or any of their Affiliates, or, in the case of such Person’s voluntary termination of employment with the relationship between the Company Purchaser or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship any of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who at least three (3) months prior to such action by the Seller Parent, Other Sellers or which at any time since the Participant's hire date was Seller or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of their Affiliates. Seller Parent agrees, upon the reasonable request of Purchaser, to use its commercially reasonable efforts to cause its Affiliates to enforce their rights for the benefit of Purchaser under the non-solicitation provisions of the Semiconductor Business Purchase Agreement; provided that all costs and expenses incurred in connection with the enforcement of such rights shall be borne exclusively by Seller Parent. (b) Purchaser agrees that for a period of two (2) years from and after the Closing Date it shall not, and it shall cause its Subsidiaries not to (and shall not encourage or assist any of its Affiliates to), without the prior written consent of Seller, directly or indirectly, solicit to hire (or cause or seek to cause to leave the employ of the Other Sellers or Seller or any of their Affiliates) any Person that it or they know to be employed by the Other Sellers or Seller or any of their Affiliates as of the Closing Date unless such Person ceased to be an employee of the Other Sellers or Seller or any of their Affiliates prior to such action by Purchaser or any of its Subsidiaries, or, in the case of such Person’s voluntary termination of employment with the Other Sellers or Seller or any of their Affiliates, at least three (3) months prior to such action by Purchaser or any of its Subsidiaries. (c) Notwithstanding the foregoing, the restrictions set forth above, in Sections 6.10(a) and 6.10(b) shall not apply to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel bona fide public advertisements for employment placed by any Party and not specifically targeted at the employees of any other Party, or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover any employee who is not a manager or cause an individual contributor who is engaged in the design of Printer Products or processes. Section 6.10(a) shall not apply to any Person who is hired by the Other Sellers or Seller or any of their Affiliates (A) pursuant to any existing agreement with employee representatives (such as a works council agreement) by which the Other Sellers or Seller or any of their Affiliates is bound or (B) as a result of actions required to be recovered taken by the Other Sellers or Seller or any or all Proceeds resulting from any sale or other disposition (including of their Affiliates in order to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection comply with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionslocal employment Laws.

Non-Solicitation. While employed During the Executive’s employment with Holdings and for a period of twelve (12) months thereafter (the one“Non-year period starting on Solicitation Period”), the date of Termination of Employment, any Participant who has received an Award under the Plan Executive shall not, except with prior written approval of the CEO, directly or indirectly, individually or as part of or on behalf of any other person, company, employer or other entity: (a) (i) other than in connection persuade or attempt to persuade any existing customer or agent with which the Company has a contract (“Contracted Customer”) to cease doing business constituting the Prohibited Business with the good-faith performance Company or any of his its subsidiaries, or her normal duties and responsibilities as an employee to reduce the amount of business constituting the Prohibited Business any customer or agent does with the Company or any of its subsidiaries, or (ii) solicit for himself or any entity any business constituting the Prohibited Business of a Contracted Customer of the Company or any Subsidiary, encourage of its subsidiaries or solicit any employee or agent business constituting the Prohibited Business which was a Contracted Customer of the Company or with which the Executive is aware (or is made aware prior to the Termination Date) that the Company is in direct discussions as a prospective Contracted Customer of the Company (or any Subsidiary of their subsidiaries) within twelve (12) months prior to terminate his the Termination Date; or (b) hire, attempt to recruit or her solicit for hire, or for any purpose whatsoever encourage to end or abandon their employment, reduce or diminish in any way their relationship or breach any agreement, with the Company or any Subsidiary; (ii) employ, engage as a consultant or adviser, or solicit the employment or engagement as a consultant or adviser ofof its subsidiaries, any employee or agent of the Company or Subsidiary (other than persons who have been employed by the Company or its Subsidiaries), or cause or encourage any Person to do any of its subsidiaries at any time within the foregoing; twelve (iii12) establish months prior to such hiring, recruitment or solicitation, other than (or take preliminary steps to establishi) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any such employee or exclusive agent independent contractor of whose employment with the Company or any of its Subsidiaries that would interfere with the relationship between subsidiaries is terminated by the Company or any of its Subsidiaries and the subsidiaries, or (ii) any such employee who voluntarily terminates his or agent; or (iv) interfere her employment with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth aboveits subsidiaries, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, so long as the case may be, of Executive did not induce or encourage such employee so to voluntarily terminate his or her employment. The parties acknowledge that the restrictions contained in this Sections 10(b) will not apply to any Award granted after May 19, 2009, if the sale general advertisements or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionssolicitations for employees.

Non-Solicitation. While employed and for (a) For a period of one year from the one-year period starting on the date of Termination of EmploymentClosing, any Participant who has received an Award under the Plan Sellers shall not, and Sellers shall cause each of their Affiliates not to, directly or indirectly: indirectly perform any action, activity or course of conduct consisting of or encouraging the following: (A) soliciting or recruiting any key employees of the Business (as continued following the Closing); or (B) soliciting or directly encouraging any key employees of the Business (as continued following the Closing) to leave the employment of Purchaser, a Purchased Business Company, or any of their respective Affiliates; and for a period of six months from the Closing, Sellers shall not, and Sellers shall cause each of their Affiliates not to, directly or indirectly perform any action, activity or course of conduct consisting of or encouraging the following: (X) soliciting or recruiting any employees of the Business (as continued following the Closing); or (Y) soliciting or directly encouraging any employees of the Business (as continued following the Closing) to leave the employment of Purchaser or a Purchased Business Company. For purposes hereof, a key employee of the Business (as continued following the Closing) shall include any officer or director of Purchaser, a Purchased Business Company or any of their respective Affiliates and any employee involved in the Business (as continued following the Closing) who has management or supervisory responsibilities, including division or group managers. The foregoing shall not prohibit (i) other than in connection with a general solicitation to the good-faith performance public of his general advertising or her normal duties and responsibilities similar methods of solicitation by search firms not specifically directed at employees of the Business (as an continued following the Closing) or (ii) Sellers or any of their Affiliates from soliciting, recruiting, or hiring any employee of the Business (as continued following the Closing) who has ceased to be employed or retained by Purchaser, the Purchased Company or any Subsidiary, encourage any employee or agent of the Company or any Subsidiary to terminate his or her relationship with the Company or any Subsidiary; their Affiliates (ii) employ, engage as a consultant or adviser, or solicit the employment or engagement as a consultant or adviser of, any employee or agent of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do any of the foregoing; (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth above, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be) for at least three months. (b) Notwithstanding anything contained in this Agreement to the contrary, the parties hereto recognize and agree that in the event of a breach of the covenants set forth in this Section 5.09 by any party, money damages would not be an adequate remedy to the injured party for such breach and, even if money damages were adequate, it would be impossible to ascertain or measure with any degree of accuracy the damages sustained by such injured party therefrom. Accordingly, if there should be a breach or threatened breach by any party of any Award granted after May 19provisions of this Section 5.09, 2009the injured party shall be entitled, if either with or without pursuing any potential damage remedies, to immediately obtain an injunction prohibiting the sale breaching party from violating this section without showing or disposition was effected on proving actual damage sustained by the injured party. Nothing in the preceding sentence shall limit or after the date otherwise affect any remedies that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionsa party may otherwise have under applicable law.

Non-Solicitation. While employed The Optionee covenants and agrees that during the Optionee’s Employment and for a period of twenty-four (24) months (and such period shall be tolled on a day-to-day basis for each day during which the one-year period starting on Optionee participates in any activity in violation of the date restrictions set forth in this Section 5(b)) after the termination of Termination of the Optionee’s Employment, any Participant who has received an Award under whether such termination occurs at the Plan insistence of the Company or the Optionee (for whatever reason), the Optionee shall not, directly or indirectly: and shall not assist any other Person to, (i) other than in connection with the good-faith performance of his hire or her normal duties and responsibilities as an solicit for hire any employee of the Company or any Subsidiary, encourage of its Immediate Affiliates or seek to persuade any employee or agent of the Company or any Subsidiary of its Immediate Affiliates to terminate his discontinue employment or her relationship with (ii) solicit or encourage any independent contractor providing services to the Company or any Subsidiary; (ii) employof its Immediate Affiliates to terminate or diminish its relationship with them; provided, engage as a consultant or adviserhowever, or solicit that after termination of the employment or engagement as a consultant or adviser Optionee’s Employment, these restrictions shall apply only with respect to employees of, and independent contractors providing services to, the Company or one of its Immediate Affiliates who were such on the date that the Optionee’s Employment terminated or at any employee time during the nine (9) months immediately preceding such termination date; and, provided further, that this Section 5(b) shall not be violated by (x) any general advertising or agent other general methods of solicitation by another company or search firm not specifically directed at the employees or independent contractors of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do any of the foregoing; its Immediate Affiliates or (iiiy) establish (any such hiring, solicitation or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, encouragement of any employee or exclusive agent independent contractor contractors of the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of its Immediate Affiliates below the non-solicitation provisions set forth abovelevel of director, to the extent permitted by applicable law, the Board so long as you had no direct or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any indirect involvement in such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionsactivities.

Non-Solicitation. While employed (a) Seller and for the one-year period starting on Seller Parent agrees that from and after the date of Termination of Employmentthis Agreement until one year after the Closing Date (the “Non-Solicitation Period”), any Participant who has received an Award under the Plan they shall not, directly and shall cause the Non-Company Affiliates not to request or indirectly: (i) other than in connection with induce any Person who is at any time from the good-faith performance date of his or her normal duties and responsibilities as an employee of this Agreement to the Closing Date employed by the Company or any Subsidiary, encourage any employee Company Subsidiary as a vice president or agent of the Company or any Subsidiary higher officer to terminate his or her relationship employment with the Company or and the Company Subsidiaries, except in the ordinary course of business, and except for employees that are not Transferred Employees; provided, however, that the foregoing shall not apply (i) to solicitations made by job opportunity advertisements and headhunter searches directed to the general public rather than targeting any Subsidiary; (ii) employ, engage as a consultant or adviser, or solicit the employment or engagement as a consultant or adviser of, any employee or agent employees of the Company or Subsidiary the Company Subsidiaries or (other than ii) with respect to any employee who has been terminated by the Company or its Subsidiariesthe Company Subsidiaries (or has voluntarily left his or her employment more than six months prior to such solicitation), or cause or encourage any Person to do any of the foregoing;. (iiib) establish Investor agrees that during the Non-Solicitation Period, it shall not, and it shall cause its Affiliates (including the Company and the Company Subsidiaries) not to, directly or take preliminary steps to establish) a business withindirectly, request or encourage others to establish (or take preliminary steps to establish) a business with, induce any employee who is not a Transferred Employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which is at any time since during the Participant's hire date was Non-Solicitation Period employed by Seller or is any of its Non-Company Affiliates, in each case, as a material customer vice president or material supplier of, higher officer (whether at the Seller Parent corporate or maintained business division level) with whom it had contact in the course of evaluating and negotiating a material business relationship with, possible transaction involving the Company with Seller, to terminate his or its Subsidiaries. If a Participant violates her employment with Seller or any of its Non-Company Affiliates; provided, however, that the non-solicitation provisions set forth above, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, foregoing shall not apply (i) cancel to solicitations made by job opportunity advertisements and headhunter searches directed to the general public rather than targeting any employees of Seller or cause to be cancelled any of its Affiliates or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover with respect to any employee who has been terminated by Seller or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exerciseits Affiliates, as the case may beapplicable, of any Award granted after May 19, 2009, if the sale (or disposition was effected on has voluntarily left his or after the date that is one year her employment) more than six months prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionssolicitation.

Non-Solicitation. While employed Except for those current Cryogen employees listed on Schedule 6.3 hereto (the “CryoCor Employees”) and for […***…], neither the one-year period starting on the date Company nor any of Termination of Employmentits Affiliates shall solicit, hire or engage, whether as an employee, consultant, independent contractor or otherwise, any Participant person who has received is or was an Award under employee of Cryogen or any of its Affiliates or actively induce or otherwise assist any person or entity in soliciting, hiring or engaging, whether, as an employee, consultant, independent contractor or otherwise, any person who is or was an employee of Cryogen or any of its Affiliates without the Plan shall notprior written consent of Cryogen; provided, directly or indirectly: however, that, if (i) other than in connection with the good-faith performance of his any such person has not been so employed or her normal duties and responsibilities as an employee of the Company engaged by Cryogen or any Subsidiary, encourage any employee of its Affiliates for a consecutive period of two (2) years or agent of the Company or any Subsidiary to terminate his or her relationship with the Company or any Subsidiary; more and (ii) employ, engage as a consultant neither the Company nor any of its Affiliates shall have solicited or adviser, actively induced or solicit otherwise assisted in soliciting for the employment or engagement as a consultant or adviser ofindependent contractor of such person while still employed or engaged by Cryogen or any of its Affiliates, then the Company may hire such person without violating the terms of this Section 6.3(a); and, provided further, that this Section 6.3(a) shall be of no force and effect beginning ninety (90) days after the consummation of a Change of Control of Cryogen. (a) Neither Cryogen nor any of its Affiliates shall solicit, hire or engage, whether as an employee, consultant, independent contractor or otherwise, any employee or agent of the Company CryoCor Employees or Subsidiary actively induce or otherwise assist any person or entity in soliciting, hiring or engaging, whether, as an employee, consultant, independent contractor or otherwise, any of the CryoCor Employees without the prior written consent of the Company; provided, however, that, if (other than i) any such CryoCor Employee has not been so employed or engaged by the Company or its Subsidiaries), or cause or encourage any Person to do any of its Affiliates for a consecutive period of two (2) years or more and (ii) neither Cryogen nor any of its Affiliates shall have solicited or actively induced or otherwise assisted in soliciting for the foregoing; (iii) establish (employment or take preliminary steps to establish) engagement as a business with, consultant or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of any such CryoCor Employees while still employed or engaged by the Company or any of its Subsidiaries Affiliates, then Cryogen may hire such person without violating the terms of this Section 6.3(b); and, provided further, that would interfere with this Section 6.3(b) shall be of no force and effect beginning ninety (90) days after the relationship between consummation of a Change of Control of the Company or its Subsidiaries and the employee or agent; orCompany. (ivb) interfere For purposes of this Agreement, “Affiliate” means a corporation, company, or other legal entity now or hereinafter controlling, controlled by or under common control with a party hereto, for so long as such ownership or control exists. For the relationship purposes of this definition, control shall refer to a greater than 50% interest in the right to make decisions for such entity (e.g., greater than 50% ownership of the Company voting shares or its Subsidiaries withother voting securities of such entity). Notwithstanding anything to the contrary contained herein, or endeavor to entice away from “Affiliate” shall not include (i) in the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship withcase of Cryogen, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth above, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; and (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to in the case of the Company, Cryogen. For purposes of this Agreement, a “Change of Control” shall mean: (x) of shares of Stock issued or issuable upon vestingthe liquidation, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisions.winding * Confidential Treatment Requested

Non-Solicitation. While employed (i) Manager agrees that for a period of two (2) years following the Closing Date, Manager and for the one-year period starting on the date of Termination of Employment, any Participant who has received an Award under the Plan shall not, Investors will not directly or indirectly: (ia) solicit (other than in connection with general solicitations through newspapers or other media of general circulation, or the good-faith performance engagement of his professional search firms, not targeted at such employees) any employees of Plaza or her normal duties and responsibilities as its Subsidiaries prior to the Closing (“Plaza Employees”); provided, however, that the foregoing shall not apply to any Plaza Employee (1) who does not become an employee of the Company PPBI or any Subsidiaryof its Subsidiaries or is terminated by PPBI or any of its Subsidiaries without cause on or after the Closing Date; or (2) whose employment terminated more than six months prior to the time that such Plaza Employee is first solicited for employment following the Closing Date; or (b) knowingly (1) induce, persuade, encourage or influence or attempt to induce, persuade, encourage or influence any Person having a business relationship with Plaza or its Subsidiaries prior to the Closing Date, to discontinue, reduce or restrict such relationship with PPBI or its Subsidiaries after the Closing Date, provided that nothing herein shall prevent Manager from conducting or engaging in business with any Person who was not solicited in violation of Section 3(i)(b)(2), or (2) solicit or target the deposits, loans or other products and services from or to Persons who were depositors, borrowers or customers of Plaza or its Subsidiaries on the date of this Agreement, and/or as of the Closing Date, whether by personal contact, by telephone, by facsimile, by mail or other form of solicitation or communication, or in any other way except for general solicitations that are directed to the general public and not directed specifically to Persons who were depositors, borrowers or customers of Plaza or its Subsidiaries on the date of this Agreement, or as of the Closing Date. Notwithstanding the foregoing and for purposes of clarity, nothing herein shall prohibit the Manager or the Investors from exercising their discretion relating to their business banking relationships. Notwithstanding the foregoing or anything to the contrary contained herein, the parties hereto acknowledge and agree that the restrictions set forth in this Section 3 shall not apply to any affiliate, representative, client or portfolio company of Manager. (ii) The Manager acknowledges and agrees that the business conducted by Plaza and its Subsidiaries is highly competitive and that the covenants made by the Manager in this Section 3 are made as a necessary inducement for PPBI to enter into the Merger Agreement and to consummate the transactions contemplated thereby. It is the desire and intent of the parties to this letter agreement that the provisions of this Section 3 shall be enforced to the fullest extent permissible under the laws and public policies of each jurisdiction in which enforcement is sought. It is expressly understood and agreed that although the Manager and PPBI each consider the restrictions contained in this Section 3 to be reasonable, if a final determination is made by a court of competent jurisdiction or an arbitrator that the time or territory or any other restriction contained in this Section 3 is unenforceable against any party, the provisions of this Section 3 shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. (iii) The Manager acknowledges and agrees that the provisions of this Agreement are necessary to protect PPBI’s legitimate business interests and to protect the value of PPBI’s acquisition of Plaza. (iv) The Manager will not, at any time during the two-year period referred to in Subsection 3(i) of this Agreement, disparage PPBI, its Subsidiaries or any of its Affiliates, or the business conducted by PPBI, its Subsidiaries or any of their Affiliates, or any stockholder, member, director, manager, officer, employee or agent of the Company PPBI, its Subsidiaries or any Subsidiary to terminate his or her relationship with the Company or any Subsidiary; (ii) employ, engage as a consultant or adviser, or solicit the employment or engagement as a consultant or adviser of, any employee or agent of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do any of the foregoing; (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth above, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionstheir Affiliates.

Non-Solicitation. While employed (a) In order that HCC and HBC may have and enjoy the full benefit of ownership of Focus and the business it conducts, including its goodwill, following the Effective Time of the Merger, Representative agrees that for a period of twenty-four (24) months after the one-year period starting Closing Date (i) Representative will not take any affirmative action directly or indirectly to hire, attempt to hire, contact or solicit (other than general solicitations through newspapers or other media of general circulation not targeted at such employees) with respect to hiring, any person who was an employee of Focus or any of its respective Subsidiaries prior to the Effective Time of the Merger and who becomes an employee of HCC, HBC or any of their respective Subsidiaries in connection with the Merger, or induce or otherwise counsel, advise or knowingly encourage any such Person to leave the employ of HCC, HBC or any of their respective Subsidiaries, provided, however, that the foregoing shall not apply to any Person whose employment with HCC, HBC or any of their respective Subsidiaries was involuntarily terminated or whose employment terminated more than six (6) months prior to the time Representative first solicited such person for employment following the Closing Date, and (ii) Representative will not directly or indirectly (A) induce, persuade, encourage or influence or attempt to induce, persuade, encourage or influence any Person having a business relationship with HBC, HCC or any of its respective Subsidiaries, to discontinue, reduce or restrict such relationship or (B) solicit or target the deposits, loans or other products and services from or to Persons who were depositors, borrowers or customers of Focus on the date of Termination this Agreement, and/or as of Employmentthe Closing Date, whether by personal contact, by telephone, by facsimile, by mail or other form of solicitation or communication, or in any Participant other way except for general solicitations that are directed to the general public and not directed specifically to Persons who has received an Award under were depositors, borrowers or customers of Focus on the Plan shall notdate of this Agreement, directly or indirectly:as of the Closing Date. (ib) other than Representative acknowledges and agrees that the business conducted by Focus is highly competitive, a significant portion of Focus’s competitiveness and its value as a going enterprise is derived from its workforce and business relationships, and that the covenants made by Representative in connection with the good-faith performance of his or her normal duties and responsibilities as an employee this Section 2 are made in consideration of the Company or any SubsidiaryMerger Consideration (as defined in the Merger Agreement) in exchange for Representative’s Focus Common Stock and, encourage any employee or agent of the Company or any Subsidiary to terminate his or her relationship with the Company or any Subsidiary; (ii) employ, engage as a consultant or adviser, or solicit the employment or engagement as a consultant or adviser of, any employee or agent of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do any of the foregoing; (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship withif applicable, the Company or its Subsidiaries. If a Participant violates any payments of the non-solicitation provisions set forth above, cash Representative will receive on account of certain options to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of purchase Focus Common Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year immediately prior to the date on Merger, and as a necessary inducement for HCC and HBC to enter into the Merger Agreement and consummate the transactions contemplated thereby. It is the desire and intent of the parties to this Agreement that the provisions of this Section 2 shall be enforced to the fullest extent permissible under the laws and public policies of each jurisdiction in which enforcement is sought. It is expressly understood and agreed that, although Representative, HCC and HBC each consider the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause restrictions contained in this Section 2 to be recovered reasonable, if a final determination is made by a court of competent jurisdiction or an arbitrator that any cash paid or shares restriction contained in this Section 2 is unenforceable against any party, the provisions of Stock issued this Section 2 shall be deemed amended to apply to the Participant in connection with any vesting, settlement, maximum extent as such court may judicially determine or exercise indicate to be enforceable. Representative acknowledges that breach of this Section 2 would cause HCC and HBC irreparable harm and consents to the entry of an Award granted after May 19, 2009, if injunction without bond in the vesting, settlement, event Representative breaches or exercise occurred on or after the date that is one year prior threatens to the date on which the Participant first violated any such the non-solicitation provisionsbreach this Section 2.

Non-Solicitation. While employed and (a) In the event Shareholder is not a Transferred Employee, Shareholder agrees that for a period of one (1) year following the one-year period starting on the date of Termination of EmploymentClosing Date, any Participant who has received an Award under the Plan shall not, Shareholder will not directly or indirectly: (i) solicit (other than general solicitations through newspapers or other media of general circulation, or the engagement of professional search firms, not targeted at such employees) any employees of Severn or its Subsidiaries prior to the Closing (“Severn Employees”); provided, however, that the foregoing shall not apply to any Severn Employee (Y) who does not become an employee of SHBI or any of its Subsidiaries or is terminated by SHBI or any of its Subsidiaries without cause on or after the Closing Date; or (Z) whose employment terminated more than six months prior to the time that such Severn Employee is first solicited for employment following the Closing Date (other than with respect to solicitations permitted by the terms of this Section 6(a)(i)); or (ii) knowingly (A) induce, persuade, encourage or influence or attempt to induce, persuade, encourage or influence any Person having a business relationship with Severn or its Subsidiaries prior to the Closing Date, to discontinue, reduce or restrict such relationship with SHBI or its Subsidiaries after the Closing Date, provided that nothing herein shall prevent Shareholder from conducting or engaging in connection business with any Person who was not solicited in violation of Section 6(a)(ii)(B), or (B) solicit or target the good-faith performance deposits, loans or other products and services from or to Persons who were depositors, borrowers or customers of Severn or its Subsidiaries on the date of this Agreement, and/or as of the Closing Date, whether by personal contact, by telephone, by facsimile, by mail or other form of solicitation or communication, or in any other way except for general solicitations that are directed to the general public and not directed specifically to Persons who were depositors, borrowers or customers of Severn or its Subsidiaries on the date of this Agreement, or as of the Closing Date. Notwithstanding the foregoing and for purposes of clarity, nothing herein shall prohibit the Shareholder from exercising Shareholder’s discretion relating to Shareholder’s personal and business banking relationships. (b) Shareholder acknowledges and agrees that the business conducted by Severn and its Subsidiaries is highly competitive and that the covenants made by the Shareholder in this Section 6 are made as a necessary inducement for SHBI to enter into the Merger Agreement and to consummate the transactions contemplated thereby. It is the desire and intent of the parties to this Agreement that the provisions of this Section 6 shall be enforced to the fullest extent permissible under the laws and public policies of each jurisdiction in which enforcement is sought. It is expressly understood and agreed that although Shareholder and SHBI each consider the restrictions contained in this Section 6 to be reasonable, if a final determination is made by a court of competent jurisdiction or an arbitrator that the time or territory or any other restriction contained in this Section 6 is unenforceable against any party, the provisions of this Section 6 shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. (c) Shareholder acknowledges and agrees that the provisions of this Agreement are necessary to protect SHBI’s legitimate business interests and to protect the value of SHBI’s acquisition of Severn. Shareholder warrants that these provisions will not unreasonably interfere with his or her normal duties ability to earn a living or to pursue his or her occupation and responsibilities as an employee the Shareholder has the means to support himself or herself and his or her dependents and the provisions of this Section 6 will not impair such ability in any manner whatsoever. (d) Shareholder will not, at any time during the Company one-year period referred to in Subsection 6(a) of this Agreement, disparage SHBI, its Subsidiaries or any Subsidiaryof its Affiliates, encourage or the business conducted by SHBI, its Subsidiaries or any of their Affiliates, or any stockholder, member, director, manager, officer, employee or agent of the Company SHBI, its Subsidiaries or any Subsidiary to terminate his or her relationship with the Company or any Subsidiary; (ii) employ, engage as a consultant or adviser, or solicit the employment or engagement as a consultant or adviser of, any employee or agent of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do any of the foregoing; (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth above, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionstheir Affiliates.

Non-Solicitation. While employed (i) The Target shall not, and, shall not permit its Subsidiaries to, or authorize any of its officers, directors, employees, agents, accountants, counsel, investment bankers, financial advisors and for other representatives ("Representatives") to, (A) directly or indirectly, initiate, solicit or encourage, or take any action to facilitate the one-year period starting on making of any Takeover Proposal (as defined below), or (B) directly or indirectly engage in negotiations or provide any Confidential Information or data to any person making a Takeover Proposal. Notwithstanding the foregoing, prior to the date of Termination of Employment, any Participant who has received an Award under the Plan shall not, directly or indirectly: (i) other than in connection with the good-faith performance of his or her normal duties and responsibilities as an employee approval of the Company or any Subsidiary, encourage any employee or agent Merger and this Agreement by the stockholders of the Company Target, the Target shall be permitted to respond to a Takeover Proposal (by furnishing information and access to a third party or any Subsidiary by participating in discussions and negotiations with a third party) if, and only if, (x) the board of directors of the Target determines in good faith, after consulting with a financial advisor of nationally recognized standing, that the Takeover Proposal is reasonably likely to terminate his or her relationship result in a Superior Proposal, (y) the board of directors of the Target determines, after consulting with its outside counsel, that failure to so respond would be reasonably likely to result in a breach of fiduciary duties to stockholders under applicable law and (z) the Company or any Subsidiary;party making the Takeover Proposal executes a customary standstill and confidentiality agreement. (ii) employThe Target shall promptly advise the Buyer orally and in writing of any Takeover Proposal or any inquiry with respect to or that could reasonably be expected to lead to any Takeover Proposal, engage as a consultant or adviser, or solicit the employment or engagement as a consultant or adviser of, any employee or agent identity of the Company Person making any such Takeover Proposal or Subsidiary (other than by inquiry and the Company material terms of any such Takeover Proposal or its Subsidiaries), or cause or encourage any Person to do any inquiry. The Target shall keep the Buyer fully informed of the foregoing;status and material terms of any such Takeover Proposal or inquiry. (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries The Target shall immediately cease and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth above, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or terminated all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009existing discussions and negotiations, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection any, with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior other Persons conducted heretofore with respect to the date on which the Participant first violated any such the non-solicitation provisionsTakeover Proposal.

Non-Solicitation. While employed (1) The Company will: (i) immediately cease and for cause to be terminated any activities, discussions or negotiations that may be ongoing with respect to an Acquisition Proposal, including terminating all access to documents and information regarding the one-year period starting on Company and/or its Subsidiaries, including through a data room; (ii) promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of acquiring all or part of the date of Termination of EmploymentCompany (other than as described in Section 3.3(4)(ii) hereof), any Participant who has received of its Subsidiaries or a portion of their respective assets other than in the Ordinary Course of Business, return or destroy all non-public information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries; and (iii) until the Closing Time or, if earlier, the termination of this Agreement in accordance with Article 7, enforce and not waive (and cause its Subsidiaries to enforce and not waive) the terms of any such confidentiality agreement and any standstill agreement (or similar covenants contained in any other agreement) to which it (or any of its Subsidiaries) is a party relating to an Award under Acquisition Proposal. Except as expressly permitted by this Article 5, until the Plan shall Closing Time or, if earlier, the termination of this Agreement in accordance with Article 7, the Company will not, except as otherwise provided in the Agreement, and the Company will cause its representatives, its Subsidiaries and its Subsidiaries’ respective representatives not to, directly or indirectly: (a) solicit, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing any non-public information) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; (b) engage or participate in any discussions or negotiations with any Person (other than the Purchaser) regarding any Acquisition Proposal; provided however, that the Company may ascertain facts from the Person making such Acquisition Proposal for the sole purpose of the Board of Directors informing itself about such Acquisition Proposal and the Person that made it, and the Company may, for a period of seven (7) Business Days following the receipt of such Acquisition Proposal, advise any Person of the restrictions of this Agreement, communicate with any Person solely for the purpose of clarifying the terms of any inquiry, proposal or offer made by such Person and advise any Person making an Acquisition Proposal that the Board of Directors has determined that such Acquisition Proposal does not constitute a Superior Proposal; (c) (i) other than in connection with withhold, withdraw, modify or qualify, or publicly propose to withhold, withdraw, modify or qualify, the good-faith performance of his Board Recommendation; (ii) make, or her normal duties and responsibilities as an employee permit any representative of the Company or any Subsidiaryof its Subsidiaries to make, encourage any employee public statement in connection with the Meeting by or agent on behalf of the Company Board of Directors that would reasonably be expected to have the same effect; or (iii) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend, any Subsidiary to terminate his or her relationship with Acquisition Proposal (the Company or any Subsidiaryactions in this clause (c), an “Adverse Recommendation Change”); (iid) employaccept, engage as a consultant or adviserapprove, endorse, recommend, or solicit the employment publicly propose to accept, approve, endorse or engagement as a consultant recommend, or adviser oftake no position or remain neutral with respect to, any employee publicly disclosed or agent publicly announced Acquisition Proposal (it being understood that taking no position with respect to a publicly disclosed or publicly announced Acquisition Proposal for a period of no more than five (5) Business Days following the Company or Subsidiary formal announcement of such Acquisition Proposal will not be considered to be in violation of this Section 5.1, provided the Board of Directors has rejected such Acquisition Proposal and affirmed the Board Recommendation before the end of such five (other than by the Company or its Subsidiaries5) Business Day period), or cause or encourage any Person to do any of the foregoing; (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or (ive) interfere with the relationship of the Company accept, approve, endorse, recommend or its Subsidiaries withenter into or publicly propose to accept approve, endorse, recommend or endeavor to entice away from the Company or its Subsidiariesenter into, any Person who agreement, any letter of intent, understanding, agreement or which at any time since the Participant's hire date was or is arrangement (other than a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth above, confidentiality agreement entered into in compliance with Section 5.2(1)(c)) relating to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, an Acquisition Proposal (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisions“Alternative Transaction Agreement”).

Non-Solicitation. While employed (a) Each of the Sellers and for Honeywell agrees that from the one-year period starting on Closing Date through the date second anniversary of Termination the Closing Date, without the prior written consent of EmploymentPurchaser, any Participant who has received an Award under it and its Subsidiaries (other than the Plan shall Companies and their Subsidiaries) will not, directly or indirectly: (i) other than in connection with the good-faith performance of his , solicit or her normal duties and responsibilities as hire any Person who was an employee of the Company Companies or any Subsidiary, encourage any employee or agent of the Company or any Subsidiary to terminate his or her relationship with the Company or any Subsidiary; (ii) employ, engage as a consultant or adviser, or solicit the employment or engagement as a consultant or adviser of, any employee or agent of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do any of the foregoing; (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its their Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since during the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the nonnine-solicitation provisions set forth above, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year month period immediately prior to the date on which such hiring would take place; provided, however, the Participant first violated foregoing shall not prohibit any Seller or Honeywell from engaging in the general solicitation (whether by newspaper, trade publication or other periodical) of employees (or hiring any employees whose annual compensation will be less than $100,000 that respond to such general solicitation) so long as such solicitation is not directed specifically at employees of the Companies or their Subsidiaries. (b) Each of the Sellers and Honeywell agrees that from the Closing Date through the third anniversary of the Closing Date it will not intentionally induce or attempt to induce any customer, supplier, licensee, licensor or other business relation of the Companies or their Subsidiaries to cease doing business with the Companies or their Subsidiaries, or interfere with the relationship between any such non-solicitation provisionscustomer, supplier, licensee, licensor or business relation and the Companies or their Subsidiaries with the primary purpose of adversely affecting such relationship (including by making any negative statements or communications about Purchaser, the Companies or their Subsidiaries to any such customer, supplier, licensee, licensor or business relation); and/or (iii) recover provided, however, that, nothing herein shall prevent Honeywell or cause to be recovered any cash paid its Affiliates from dealing and communicating with customers, suppliers, licensees, licensors or shares other business relations of Stock issued to the Participant their respective retained businesses as they see fit in connection with any vesting, settlement, or exercise the conduct of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionsbusinesses.

Non-Solicitation. While employed From and for the one-year period starting on after the date of Termination this Agreement, each of Employmentthe Depositor, the Seller, the Master Servicer, the Servicer and the Trustee agrees that they will not take any Participant who has received an Award under action or permit or cause any action to be taken by any of its agents or affiliates, or by any independent contractors on any such party’s behalf, to personally, by telephone, by mail, or electronically by e-mail or through the Plan internet or otherwise, to solicit any Mortgagor in any manner whatsoever, including but not limited to, soliciting a Mortgagor to prepay or refinance a Mortgage Loan; provided, however, that the Master Servicer shall notnot be held responsible for actions of the Custodian in violation of the foregoing. Furthermore, neither the Depositor, the Seller, the Master Servicer, the Servicer and the Trustee nor any of their affiliates shall directly or indirectly: indirectly provide information to any third-party for purposes of soliciting the Mortgagors related to the Mortgage Loans. It is understood that promotions undertaken by the Seller, the Master Servicer or any of either of their affiliates which are directed to the general public at large, including, without limitation, mass mailings based on mailing lists, newspaper, radio and television advertisements and not specifically directed to the mortgagors related to the Mortgage Loans shall not constitute a breach of this Section. From and after the Closing Date, the Master Servicer and the Servicer hereby agree that they will not take any action or permit or cause any action to be taken by any of their agents or affiliates, or by any independent contractors or independent mortgage brokerage companies on the Master Servicer’s or the Servicer’s behalf, to personally, by telephone or mail, solicit the Mortgagor under any Mortgage Loan for the purpose of refinancing such Mortgage Loan; provided, that the Master Servicer and the Servicer may solicit any mortgagor for whom the Master Servicer and the Servicer have received a request for verification of mortgage, a request for demand for payoff, a Mortgagor initiated written or verbal communication indicating a desire to prepay the related Mortgage Loan, or the Mortgagor initiates a title search, provided further, it is understood and agreed that promotions undertaken by the Master Servicer or the Servicer or any of their affiliates which (i) concern optional insurance products or other than in connection with the good-faith performance of his additional projects or her normal duties and responsibilities as an employee of the Company or any Subsidiary, encourage any employee or agent of the Company or any Subsidiary to terminate his or her relationship with the Company or any Subsidiary; (ii) employare directed to the general public at large, engage as including, without limitation, mass mailings based on mailing lists, newspaper, radio and television advertisements shall not constitute solicitation nor is the Master Servicer or the Servicer prohibited from responding to unsolicited requests or inquiries made by a consultant Mortgagor or adviser, or solicit the employment or engagement as a consultant or adviser of, any employee or an agent of a Mortgagor. Notwithstanding the Company or Subsidiary (other than foregoing, the following solicitations, if undertaken by the Company Master Servicer or its Subsidiaries), the Servicer or cause or encourage any Person to do any of their affiliates, shall not be prohibited: (i) solicitations that are directed to the foregoing; general public at large, including, without limitation, mass mailings based on mailing lists and newspaper, radio, television and other mass media advertisements and (iiiii) establish (or take preliminary steps to establish) a business withborrower messages included on, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship statement inserts provided with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth abovemonthly statements sent to Mortgagors; provided, however, that similar messages and inserts are sent to the extent permitted borrowers of other mortgage loans serviced by applicable law, the Board or Master Servicer and the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionsServicer.

Non-Solicitation. While employed (a) During the Restricted Period, the Company Parties and for the one-year period starting on the date of Termination of Employment, any Participant who has received an Award under the Plan Guarantor shall not, and shall not permit any Affiliate of the Company Parties or the Guarantor to, directly or indirectly: , in any manner, without the prior written consent of the Purchasers, (A) hire or engage or recruit, solicit or otherwise attempt to employ or engage or enter into any business relationship with any other Person employed by a Purchaser or engaged in the Restricted Business and employed by an Affiliate of a Purchaser (including the Employees set forth on Schedule 6.16(a)(i)), or induce or attempt to induce any such Person to leave such employment, or (B) entice, or attempt to entice, away from a Purchaser or any Affiliate thereof engaged in the Restricted Business any Person who is, or was within the thirteen (13)-month period prior thereto, a customer or vendor of a Purchaser or any Affiliate thereof engaged in the Restricted Business, or otherwise intentionally interfere, or take any action that would reasonably be expected to interfere, with the business relationship of a Purchaser or any Affiliate thereof engaged in the Restricted Business with any Person who is, or was within the thirteen (13)-month period prior thereto, a customer, vendor, supplier or other business relation of a Purchaser or any Affiliate thereof engaged in the Restricted Business, in each case, for the purpose of reducing the Restricted Business conducted by a Purchaser with such Person; provided, that the restrictions of clause (A) of this Section 6.3(a) shall not apply to an employee of a Purchaser and/or its Affiliates (i) other than that responds to a solicitation of general circulation not specifically targeted at such employee, (ii) that was terminated by a Purchaser or any such Affiliate so long as such terminated employee has not been employed by a Purchaser or any of its Affiliates for at least three (3) months from the date of solicitation, or (iii) that is a former employee who resigned from a Purchaser and/or its Affiliates so long as such former employee has not been employed by a Purchaser or any of its Affiliates for at least nine (9) months from the date of solicitation. (b) During the Restricted Period, the Purchasers shall not, and shall not permit any Affiliate of the Purchasers to, directly or indirectly, in connection any manner, without the prior written consent of the Company Parties or pursuant to Section 6.16, hire or engage or recruit, solicit or otherwise attempt to employ or engage or enter into any business relationship with any Person employed by the good-faith performance Company Parties or an Affiliate of his the Company Parties, or her normal duties and responsibilities as induce or attempt to induce any such Person to leave such employment; provided, that the restrictions of this Section 6.3(b) shall not apply to an employee of the Company or any SubsidiaryParties and/or its Affiliates (i) that responds to a solicitation of general circulation not specifically targeted at such employee, encourage any employee or agent of the Company or any Subsidiary to terminate his or her relationship with the Company or any Subsidiary; (ii) employ, engage as a consultant or adviser, or solicit the employment or engagement as a consultant or adviser of, any employee or agent of the Company or Subsidiary (other than that was terminated by the Company Parties or any such Affiliate so long as such terminated employee has not been employed by the Company Parties or any of its Subsidiaries)Affiliates for at least three (3) months from the date of solicitation, or cause or encourage any Person to do any of the foregoing; (iii) establish (that is a former employee who resigned from a Company Party or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any of their respective Affiliates so long as such former employee or exclusive agent independent contractor of has not been employed by the Company Parties or any of its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or Affiliates for at least nine (iv9) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away months from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth above, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionssolicitation.

Non-Solicitation. While employed and for For a period of eighteen (18) months following the one-year period starting on the date of Termination of Employment, any Participant who has received an Award under the Plan Closing Date Seller shall not, and shall cause its Affiliates not to, directly or indirectly: indirectly or through any other Person, (a) solicit for employment or hire any Person who is at the time of solicitation, or within the three (3) month period prior thereto has been, employed by the Transferred Companies or otherwise employed on behalf of the Business, or (b) solicit for employment or hire any Person who is at the time of such solicitation, or within the three (3) month period prior thereto has been, employed by any of the Key Non-Affiliated Entities. For a period of two (2) years following the Closing Date, Seller shall not, and shall cause its Affiliates not to, directly or indirectly through any other Person, (x) solicit any of the Key Non-Affiliated Entities for the purpose of diverting the soliciting agent services work performed pursuant to the Contracts with Key Non-Affiliated Entities, or (y) make use of any Books and Records or undertake any directed effort to intentionally solicit any policyholder or Producer of the Business to transfer their policy from a Transferred Company to an Affiliate of Seller, subject to Applicable Laws. This prohibition on Seller’s ability to solicit in-force business from a Transferred Company specifically restricts advertisements, offers, commission programs, discounts, communications and promotions which are targeted to the Transferred Companies’ policyholders or their Producers. Nevertheless, nothing in this Section shall prohibit Seller from accepting business from any Producer where the business is proposed to Seller or its affiliates at the Producer’s independent initiation. Nothing in this Section 5.14 shall restrict the solicitation or hiring of any person (i) other than in connection with the good-faith performance by means of his a general solicitation or her normal duties and responsibilities as an employee advertisement that is not intentionally targeted at employees of the Company Transferred Companies or any Subsidiary, encourage any employee or agent Persons otherwise employed on behalf of the Company Business, provided that, and solely for the purpose of this subsection (i), Seller may not hire any of the individuals set forth in Section 5.14 of the Seller Disclosure Letter even if they respond to such solicitation or any Subsidiary to terminate his advertisement, or her relationship with the Company or any Subsidiary; (ii) employ, engage as a consultant or adviser, or solicit the whose employment or engagement as a consultant or adviser of, any employee or agent of the Company or Subsidiary (other than has been terminated by the Company or its Subsidiaries), or cause or encourage any Person to do any of the foregoing; (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship withPurchaser, the Company Transferred Companies or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth above, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionstheir Affiliates.

Non-Solicitation. While employed and for (a) For a period of two (2) years following the one-year period starting on the date of Termination of EmploymentClosing Date, any Participant who has received an Award under the Plan a Seller shall not, directly or indirectly: , except on behalf of Parent, Buyer or the Surviving Company (i) other than in connection with the good-faith performance of his solicit to hire, hire or her normal duties and responsibilities employ, whether as an employee employee, director, contractor, consultant or otherwise, any Representatives, consultants, contractors or agents of Parent, Buyer, the Company, the Surviving Company or any Subsidiaryof their Affiliates, or directly encourage any employee such Person to terminate his her or agent of its engagement with Parent, Buyer, the Company, the Surviving Company or any Subsidiary of their Affiliates; provided, however, that any solicitation in the form of a general advertisement or solicitation program, which is not specifically targeted at such individuals or group of individuals, or the hiring of any individual who responds to terminate his such general advertisement or her relationship with solicitation or hiring any individual terminated by Parent, Buyer, the Company, the Surviving Company or any Subsidiary;of their Affiliates, shall not be deemed to be a breach of this Section 6.4(a). (iib) For a period of two (2) years following the Closing Date, none of Parent, Buyer or the Surviving Company shall, directly or indirectly, (i) solicit to hire, hire or employ, engage whether as a an employee, director, contractor, consultant or adviser, or solicit the employment or engagement as a consultant or adviser ofotherwise, any employee Representatives, consultants, contractors or agent agents of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do any of the foregoing; (iii) establish (Sellers or take preliminary steps to establish) a business withtheir Affiliates, or directly encourage others any such Person to establish (or take preliminary steps to establish) a business withterminate his, any employee or exclusive agent independent contractor of the Company her or its Subsidiaries that would interfere engagement with the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the Sellers or their Affiliates; provided, however, that any solicitation in the form of a general advertisement or solicitation program, which is not specifically targeted at such individuals or group of individuals, or the hiring of any individual who responds to such general advertisement or solicitation or hiring any individual terminated by a Seller or any of their Affiliates, shall not be deemed to be a breach of this Section 6.4(b). (c) Each Party acknowledges that a breach or threatened breach of Section 6.4(a) or Section 6.4(b) would give rise to irreparable harm to non-solicitation provisions set forth abovebreaching Party, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by such Party of any such obligations in Section 6.4(a) or Section 6.4(b), each non-breaching Party shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Each Party acknowledges that the restrictions contained in Section 6.4(a) or Section 6.4(b) are reasonable and necessary to protect the legitimate interests of the other applicable Parties and constitute a material inducement to the extent Parties to enter into this Agreement and consummate the Transactions. In the event that any covenant contained in Section 6.4(a) or Section 6.4(b) should ever be adjudicated to exceed the time or other limitations permitted by applicable lawLegal Requirement in any jurisdiction, the Board or the Committee maythen any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the extent maximum time or other limitations permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionsLegal Requirements.

Non-Solicitation. While employed (a) Except as otherwise prohibited in the State of New York, the Executive shall not compete with the Parent in the businesses that it or any of its subsidiaries are engaged in. Executive shall not participate in any capacity whatsoever in a business that would directly or indirectly compete with the Parent or with any of its subsidiaries, including, without limitation, as an executive, director, officer, employer or principal, unless such participation is fully disclosed to the Board and approved in writing in advance. In addition, the Executive shall not have any interest whatsoever in such an enterprise, including, without limitation, as owner, shareholder, partner, limited partner, lender or silent partner that is in competition with the business of the Parent or any of its subsidiaries. This noncompetition covenant is limited as follows: (1) As to the time period, to the duration of the Executive’s employment and for the one-year a period starting on of 18 months following the date of Termination termination of Employment, any Participant who has received an Award under the Plan shall not, directly or indirectly:his employment; (i2) other than As to the geographical area, the territory in connection which the Parent and/or its subsidiaries operated during the two years preceding the employment termination date. (b) The Executive also undertakes, for the same period and in respect of the same territory referred to hereinabove in subsections 7(a)(1) and (2), not to solicit clients for sales of products that are competitive with products that are sold by any of the Parent’s subsidiaries or do anything whatsoever to induce or to lead any person to end, in whole or in part, business relations with the good-faith performance Parent or any of his its subsidiaries. (c) The Executive also undertakes, for the same period and in respect of the same territory referred to hereinabove in subsections 7(a)(1) and (2), not to induce, attempt to induce or her normal duties otherwise interfere in the relations which the Parent or which any of its subsidiaries has with their distributors, suppliers, representatives, agents and responsibilities as an employee other parties with whom the Parent or any of its subsidiaries deals. (d) The Executive also undertakes, for the same period and in respect of the same territory referred to in subsections 7(a)(1) and (2), not to induce, attempt to induce or otherwise solicit the personnel of the Company to leave their employment with the Parent or any Subsidiary, encourage any employee or agent of its subsidiaries nor to hire the personnel of the Company Parent or any Subsidiary to terminate his or her relationship with of its subsidiaries for any enterprise in which the Company or any Subsidiary;Executive has an interest. (iie) employThe Executive acknowledges that the provisions of this Section 7 are limited as to the time period, engage as a consultant or adviser, or solicit the employment or engagement as a consultant or adviser of, any employee or agent geographic area and the nature of the Company or Subsidiary (other than by activities to what the Company or its Subsidiaries), or cause or encourage any Person parties deem necessary to do any protect the legitimate interests of the foregoing;Parent and its subsidiaries, while allowing the Executive to earn his living. (iiif) establish (Nothing in this Section 7 shall operate to reduce or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor extinguish the obligations of the Company Executive arising at law or its Subsidiaries that would interfere with under this contract which survive at the relationship between termination of this Agreement in reason of their nature and, in particular, without limiting the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship withforegoing, the Company or its Subsidiaries. If a Participant violates any Executive’s duty of the non-solicitation provisions set forth aboveloyalty and obligation to act faithfully, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionshonestly and ethically.

Non-Solicitation. While employed and for (a) During the one-year period starting on the date of Termination of EmploymentRestricted Period, any Participant who has received an Award under the Plan shall not, directly or indirectly: save (i) other than in connection with the good-faith performance prior written consent of his the Company and (ii) in respect of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ who is a director on the board of the Company and PFL, PFL undertakes to the Company that, it shall not solicit for service or her normal duties and responsibilities as an employee employment anywhere in the world, any of the executive directors of the Company or any Subsidiaryother member of the executive management team of the DNEG Group in each case at the relevant time, encourage provided that the foregoing provisions shall not prohibit the solicitation or employment of any employee such person (i) resulting from general advertisements for employment conducted by PFL (including any recruitment efforts conducted by any recruitment agency, provided that none of PFL or its Controlled Affiliates, nor any agent thereof has not directed such recruitment efforts at such person), (ii) if such person approaches PFL on an unsolicited basis, or (iii) if such person has ceased to be employed by the DNEG Group for at least six (6) months prior to his/her solicitation or employment by PFL. (b) During the Restricted Period, save (i) with the prior written consent of PFL and (ii) in respect of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ who is a director on the board of the Company and PFL, the Company undertakes to PFL that the Company shall not solicit for service or employment anywhere in the world any of the executive directors of PFL or any Subsidiary to terminate his other member of the executive management team of PFL in each case at the relevant time, provided that the foregoing provisions shall not prohibit the solicitation or her relationship with employment of any such person (i) resulting from general advertisements for employment conducted by the Company or (including any Subsidiary; recruitment efforts conducted by any recruitment agency, provided that the Company has not directed such recruitment efforts at such person), (ii) employ, engage as a consultant or adviser, or solicit the employment or engagement as a consultant or adviser of, any employee or agent of if such person approaches the Company on an unsolicited basis or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do any of the foregoing; (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth above, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause has ceased to be cancelled any employed by PFL for at least six (6) months prior to his/her solicitation or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to employment by the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisions.

Non-Solicitation. While employed (a) So long as the employment of the Key Employees by Buyer and for its Affiliates has not been terminated, each of the one-year period starting on Sellers agrees that, until the date fifth (5th) anniversary of Termination the Closing Date, without the prior written consent of EmploymentBuyer, it shall not (and shall cause its Subsidiaries and Affiliates not to) directly, or indirectly through another Person, (a) induce or attempt to induce to leave employment, or hire any Participant Transferred Employee, or (b) hire any person who has received an Award under the Plan shall not, directly or indirectly: (i) other than in connection with the good-faith performance of his or her normal duties and responsibilities as was an employee of the Company or any Subsidiary, encourage any employee or agent of the Company or any Subsidiary to terminate his or her relationship with the Company or any Subsidiary; (ii) employ, engage as a consultant or adviser, or solicit the employment or engagement as a consultant or adviser of, any employee or agent of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do any of the foregoing; (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which Business at any time since during the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth above, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, six (i6) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year month period immediately prior to the date on which such hiring would take place (it being conclusively presumed by the Participant first violated parties so as to avoid any disputes under this Section 11.2 that any such hiring within such six-month period is in violation of clause (a) above); provided, however, that non-solicitation provisions; and/ordirected newspaper or internet help wanted advertisements and search firm engagements shall not be considered solicitations hereunder. (iiib) recover If the employment of the Key Employees by Buyer and its Affiliates has been terminated, each of the Parties agrees that, until the second (2nd) anniversary of such termination, without the prior written consent of Parent, in the case of the Sellers, or Buyer, in the case of Buyer or Acquisition Sub, it shall not (and shall cause its Subsidiaries and Affiliates not to) directly, or indirectly through another Person, induce or attempt to induce to leave employment, or hire any Employee of any of the applicable Parties; provided, however, that non-directed newspaper or internet help wanted advertisements and search firm engagements shall not be recovered considered solicitations hereunder. (c) For so long as each of the Sellers has continuing obligations under Section 11.1, call on, solicit or service any cash paid customer, supplier, licensee, licensor or shares of Stock issued other third party with a business relationship with the Business (including any Person that was a customer, supplier or other third party with a potential business relationship with the Business at any time during the twelve (12) month period immediately prior to such call, solicit or service) with the intent to induce or attempt to induce such Person to cease doing business with the Business, or in any way interfere with the business relationship between any such customer, supplier, licensee, licensor or other third party and the Business (including making any negative statements or communications about the Business) in a manner harmful to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionsBusiness.

Non-Solicitation. While employed (a) For a period of three years from the Closing Date, none of Parent, Seller, their Affiliates and Subsidiaries nor any of their respective officers, directors or employees shall directly or indirectly solicit for employment or hire (or cause to seek to leave the one-year period starting on employ of Purchaser or its Affiliates) (whether as an employee, consultant or otherwise) any individual who was an officer or other member of senior management of the date of Termination of EmploymentIndustrial Wood Business immediately prior to the Closing or any Transferred Industrial Wood Employee or Delayed Transfer Industrial Wood Employee; provided that Seller and its Affiliates and their officers, directors and employees shall not be precluded from soliciting, hiring or taking any Participant other action with respect to any such individual who has received been terminated by Purchaser or its Affiliates prior to commencement of employment discussions between Seller, its Affiliates or any of their officers, directors or employees and such individual; provided, further, that Seller and its Affiliates shall not be restricted from engaging in general or public solicitations or advertising not targeted at any such Persons described above or hiring any person who responds to such general or public solicitations or advertising. (b) Notwithstanding anything to the contrary in Section 5.13(a), for a period of one year from the Closing Date, none of Parent, Seller, and their Affiliates and Subsidiaries nor any of their respective officers, directors or employees shall hire any individual who was an Award under officer or other member of senior management of the Plan Industrial Wood Business immediately prior to the Closing or any Transferred Industrial Wood Employee or Delayed Transfer Industrial Wood Employee. (c) For a period of three years from the Closing Date, none of Purchaser, its Affiliates and Subsidiaries nor any of their respective officers, directors or employees shall not, directly or indirectly: indirectly solicit for employment or hire (ior cause to seek to leave the employ of Parent, Seller or their respective Affiliates) other than in connection with the good-faith performance of his (whether as an employee, consultant or her normal duties and responsibilities as otherwise) any individual who was an employee of Seller or its respective Subsidiaries engaged in the Company or any Subsidiarydesign, encourage any employee or agent development, manufacture, marketing, service, distribution and sale of Industrial Wood Products outside of the Company or any Subsidiary to terminate his or her relationship with the Company or any Subsidiary; (ii) employ, engage as a consultant or adviser, or solicit the employment or engagement as a consultant or adviser of, any employee or agent of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do any of the foregoing; (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth above, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year Territory immediately prior to the date on which Closing (other than, for the Participant first violated avoidance of doubt, any Transferred Industrial Wood Employee or Delayed Transfer Industrial Wood Employee); provided that Purchaser and its Affiliates and their officers, directors and employees shall not be precluded from soliciting, hiring or taking any other action with respect to any such non-solicitation provisionsindividual who has been terminated by Seller or its Affiliates prior to commencement of employment discussions between Purchaser, its Affiliates or any of their officers, directors or employees and such individual; and/orprovided, further, that Purchaser and its Affiliates shall not be restricted from engaging in general or public solicitations or advertising not targeted at any such Persons described above or, hiring any person who responds to such general or public solicitations or advertising. (iiid) recover or cause to be recovered any cash paid or shares of Stock issued Notwithstanding anything to the Participant contrary in connection with any vestingSection 5.13(c), settlement, or exercise for a period of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year from the Closing Date, none of Purchaser, its Affiliates and Subsidiaries nor any of their respective officers, directors or employees shall hire any individual who was an employee of Seller or its respective Subsidiaries engaged in the design, development, manufacture, marketing, service, distribution and sale of Industrial Wood Products outside of the Territory immediately prior to the date on which Closing (other than, for the Participant first violated avoidance of doubt, any such the non-solicitation provisionsTransferred Industrial Wood Employee or Delayed Transfer Industrial Wood Employee).

Non-Solicitation. While employed and for (a) Notwithstanding anything to the one-year contrary in this Agreement, during the period starting beginning on the date of Termination this Agreement and continuing until 11:59 p.m. Eastern time on the day that is 30 calendar days following the date of Employmentthis Agreement (the “Go-Shop End Date”), any Participant who has received an Award under the Plan Company, its Subsidiaries, and their respective directors, officers, employees, and other Representatives shall nothave the right to, directly or indirectly: (i) solicit, initiate, encourage or facilitate any Acquisition Proposals or the making thereof, including by way of furnishing non-public information and other access to any Person pursuant to (but only pursuant to) one or more Acceptable Confidentiality Agreements; provided that the Company shall provide Parent, substantially concurrently with providing it to any such other Person, any material non-public information with respect to the Company or its Subsidiaries furnished to such other Person which was not previously furnished to Parent, except to the extent providing Parent with such information would violate any Applicable Law to which the Company or any of its Subsidiaries is subject and (ii) enter into, continue or otherwise participate in any discussions or negotiations with respect to any Acquisition Proposal or otherwise cooperate with or assist or participate in or facilitate any such discussions or negotiations or any effort or attempt to make any Acquisition Proposal. In no event may the Company or any of its Subsidiaries or any of their Representatives, directly or indirectly, reimburse or pay, or agree to reimburse or pay, the fees, costs or expenses of, or provide or agree to provide any compensation to, any Person or group (or any of its or their Representatives or potential financing sources), whether prior to or after the Go-Shop End Date, who makes an Acquisition Proposal or any other proposal, inquiry or offer. (b) Except as otherwise expressly permitted by this ‎Section 6.02 (including with respect to any Exempted Person), the Company shall, and shall cause its Subsidiaries and each of its and their respective directors, officers and employees to, and shall instruct and direct, and use its reasonable best efforts to cause, its other Representatives to: (i) other than in connection from and after the Go-Shop End Date, (A) immediately cease and cause to be terminated any existing solicitation, encouragement, discussion or negotiation with any Third Party with respect to an Acquisition Proposal or any inquiry, discussion, offer or request that would reasonably be expected to lead to an Acquisition Proposal, (B) take the good-faith performance necessary steps to promptly inform any Third Parties with whom discussions and negotiations are then occurring or who make an Acquisition Proposal after the execution of his or her normal duties and responsibilities as an employee this Agreement of the obligations set forth in this ‎Section 6.02(b) and (C) promptly (and in any event within two (2) Business Days after the Go-Shop End Date) request in writing that each Third Party that has executed a confidentiality or similar agreement within the twelve (12) month period immediately preceding the Go-Shop End Date promptly return or destroy all confidential information concerning the Company and its Subsidiaries provided by the Company and its Subsidiaries or Representatives to such Third Party or any Subsidiary, encourage of its Representatives with respect thereto and ensure that no such Third Party has any employee continued access to any physical or agent of the Company or any Subsidiary to terminate his or her relationship with the Company or any Subsidiary;electronic data room; and (ii) employfrom and after the Go-Shop End Date until the earlier of the date on which the Required Company Stockholder Approval has been obtained or the date, engage as a consultant if any, on which this Agreement is validly terminated in accordance with ‎Article VIII, not to, directly or adviserindirectly (A) solicit, initiate, seek, propose or knowingly facilitate, or solicit encourage any inquiry, discussion, offer, announcement or request that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (B) enter into, continue, initiate or otherwise participate in any discussions or negotiations with, or furnish any non-public information or data relating to the employment Acquired Companies to, or engagement as a consultant afford access to the properties, books, records, officers or adviser ofpersonnel of the Acquired Companies to, any employee Third Party or agent of its Representatives with respect to an Acquisition Proposal or any inquiry, discussion, offer, announcement or request that would reasonably be expected to lead to an Acquisition Proposal (provided that, notwithstanding the foregoing, the Company shall be permitted to grant a waiver of or Subsidiary terminate any “standstill” or similar bona fide agreement or obligation of any Third Party with respect to the Acquired Companies to allow such Third Party to submit an Acquisition Proposal if the Company Special Committee has determined that failure to so waive or terminate would be inconsistent with the Company’s directors’ fiduciary duties under Applicable Law), (C) approve, endorse, recommend or enter into, or publicly propose to approve, endorse, recommend or execute or enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other definitive agreement or Contract with respect to or relating to any Acquisition Proposal (other than by an Acceptable Confidentiality Agreement) or requiring the Company to abandon, terminate, breach or its Subsidiariesfail to consummate the Transactions (an “Alternative Acquisition Agreement”), or cause (D) resolve, commit or encourage any Person agree to do any of the foregoing; . No later than twenty four (iii24) establish hours following the Go-Shop End Date, the Company shall notify Parent in writing of the identity of each Exempted Person, together with a copy of the Acquisition Proposal submitted by such Exempted Person and the material terms and conditions of any proposal or offer regarding an Acquisition Proposal (including any amendments or take preliminary steps modifications thereof) received from such Exempted Person on or prior to establish) the Go-Shop End Date (which shall include a business withcopy of such proposal or offer), and copies of each Acceptable Confidentiality Agreement entered into on or encourage others prior to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor the Go-Shop End Date. Notwithstanding the commencement of the obligations of the Company under this ‎Section 6.02(b) or ‎Section 6.02(c), from and after the Go-Shop End Date, the Company may continue to engage in the activities described in this ‎Section 6.02(b) and ‎Section 6.02(c) with respect to any Acquisition Proposal submitted by an Exempted Person on or before the Go-Shop End Date until 11:59 p.m. Eastern time on the date on which such Acquisition Proposal expires by its Subsidiaries that would interfere terms, or the Exempted Person has otherwise terminated or withdrawn such Acquisition Proposal (provided that, for the avoidance of doubt, any amended or revised Acquisition Proposal submitted by such Exempted Person shall not be deemed to constitute, in and of itself, an expiration, termination or withdrawal of such previously submitted Acquisition Proposal) or ceased to be an Exempted Person. (c) Notwithstanding anything to the contrary contained in ‎Section 6.02(b) (but subject to the Company’s rights with respect to Exempted Persons), but subject to compliance with the relationship between other provisions of this ‎Section 6.02, if, after the date of this Agreement and prior to the receipt of the Required Company Stockholder Approval, (i) the Company or its Subsidiaries has received a bona fide written Acquisition Proposal from a Third Party that did not result from a breach of ‎Section 6.02(b) and that is not withdrawn and (ii) the employee or agent; or Company Board (iv) interfere with upon the relationship recommendation of the Company Special Committee) or the Company Special Committee determines in good faith, after consultation with its Subsidiaries withfinancial and outside legal advisors (including the Special Committee Financial Advisors), that (A) such Acquisition Proposal constitutes, or endeavor would reasonably be expected to entice away from lead to, a Superior Proposal and (B) the Company or its SubsidiariesSpecial Committee determines in good faith, any Person who or which at any time since after consultation with outside counsel, that failure to take the Participant's hire date was or is a material customer or material supplier ofactions contemplated by clauses (1) and (2) below would be inconsistent with the directors’ fiduciary duties under Applicable Law, or maintained a material business relationship with, then the Company and its Representatives may, subject to the execution of a customary confidentiality agreement with such Third Party that contains provisions that in the aggregate are no less favorable to the Company than those contained in the Confidentiality Agreement and that does not contain any provision that would prevent the Company from complying with its obligation to provide any disclosure to Parent required pursuant to this ‎Section 6.02 (each, an “Acceptable Confidentiality Agreement”), (1) furnish non-public information, and afford access to the books or its Subsidiaries. If a Participant violates any records or officers of the Acquired Companies, to such Third Party, and (2) engage in discussions and negotiations with such Third Party with respect to the Acquisition Proposal; provided that any non-solicitation provisions set forth abovepublic information concerning the Acquired Companies made available to any Third Party shall, to the extent not previously made available to Parent, be made available to Parent as promptly as reasonably practicable (and in any event within twenty-four (24) hours) after it is made available to such Third Party. Notwithstanding anything to the contrary set forth in this ‎Section 6.02 or elsewhere in this Agreement, the Company, its Subsidiaries and its Representatives may, in any event (without the Company Board (upon the recommendation of the Company Special Committee) or the Company Special Committee having to make the determination in clause (ii) of the preceding sentence), contact any Third Party to (x) seek to clarify and understand the terms and conditions of any inquiry or proposal made by such Third Party solely to, and only to the extent necessary to, determine whether such inquiry or proposal constitutes, or would reasonably be expected to lead to, a Superior Proposal, and (y) inform such Third Party that has made or, to the Knowledge of the Company, is expected to make an Acquisition Proposal of the provisions of this ‎Section 6.02. (d) Except as expressly permitted by applicable lawthis ‎Section 6.02(d) or ‎Section 6.02(e), neither the Company Board nor the Company Special Committee, as applicable, shall: (i) withhold, withdraw, modify, amend, qualify or propose publicly to withhold, withdraw, modify, amend or qualify, in a manner adverse to Parent, the Company Board Recommendation; (ii) fail to include the Company Board Recommendation in the Proxy Statement or fail to publicly recommend against any Acquisition Proposal subject to Regulation 14D under the Exchange Act in any solicitation or recommendation statement made on Schedule 14D-9 within ten (10) Business Days after the commencement of a tender offer providing for such Acquisition Proposal; (iii) authorize, adopt, approve or recommend, or publicly propose to authorize, adopt, approve or recommend, or otherwise declare advisable (publicly or otherwise) any Acquisition Proposal; (iv) from and after the Go-Shop End Date, fail to reaffirm publicly the Company Board Recommendation within five (5) Business Days after Parent requests in writing that the Company Board Recommendation be reaffirmed publicly; provided that, other than any reaffirmation following receipt of an Acquisition Proposal, Parent may only request such a reaffirmation on two (2) separate occasions (provided that any such Acquisition Proposal that is modified in any material respect shall be considered a new and separate Acquisition Proposal for purposes of this ‎Section 6.02(d)); (v) make any recommendation or public statement in connection with a tender offer or exchange offer other than a recommendation against such offer or a customary “stop, look and listen” communication by the Company Board (or the Company Special Committee, if applicable) pursuant to Rule 14d-9(f) of the Exchange Act; provided that the Company does not make any recommendation or public statement in connection therewith other than a recommendation against any Acquisition Proposal (any of the actions described in clauses (i) through (v) of this ‎Section 6.02(d), an “Adverse Recommendation Change”); or (vi) authorize, cause or permit the Company to enter into any Alternative Acquisition Agreement. Notwithstanding anything to the contrary set forth in this Agreement, at any time prior to the receipt of the Required Company Stockholder Approval, but not after, the Company Board (upon the recommendation of the Company Special Committee) shall be permitted, so long as the Company is not in material violation of this ‎Section 6.02 and subject to compliance with ‎Section 6.02(e), (A) to terminate this Agreement to concurrently enter into a definitive Alternative Acquisition Agreement with respect to a Superior Proposal pursuant to ‎Section 8.01(h) (in which case the Company shall pay, or cause to be paid, to Parent (or one or more of its designees), the Company Termination Fee prior to or concurrently with such termination) or (B) to effect an Adverse Recommendation Change or Notice of Adverse Recommendation Change in connection with such Superior Proposal. (e) The Company Board or the Committee mayCompany Special Committee, as applicable, shall only be entitled to effect an Adverse Recommendation Change or terminate this Agreement pursuant to ‎Section 8.01(h) if, prior to the extent permitted by applicable law,time the Required Company Stockholder Approval is obtained, but not after: (i) cancel (A) the Company has provided, at least four (4) Business Days’ advance written notice (a “Notice of Adverse Recommendation Change”) to Parent that the Company intends to take such action in response to a Superior Proposal pursuant to ‎Section 6.02(d) (it being understood that the delivery of a Notice of Adverse Recommendation Change and any amendment or cause update thereto and the determination to be cancelled any so deliver such notice, amendment or all update will not, by itself, constitute an Adverse Recommendation Change), which notice shall (1) state that the Company has received a bona fide written Acquisition Proposal that has not been withdrawn and that the Company Board or the Company Special Committee, as applicable, has concluded in good faith (after consultation with its financial and outside legal advisors) constitutes a Superior Proposal, (2) include, as applicable, written notice of the Participant's outstanding Awards granted material terms of such Superior Proposal which enabled the Company Board or the Company Special Committee, as applicable, to make the determination that the Acquisition Proposal is a Superior Proposal and the identity of the Person who made such Superior Proposal, (3) attach all material documents with respect to such Superior Proposal, including the most current version of the relevant transaction agreement and, if applicable, copies of all relevant documents relating thereto, including any related financing commitments, and (4) state that the Company Board intends to effect an Adverse Recommendation Change or terminate this Agreement pursuant to this ‎Section 6.02(e); (B) during the four (4) Business Day period following the time of Parent’s receipt of the Notice of Adverse Recommendation Change, the Company shall have, and shall have caused its directors, officers, employees and Representatives to, negotiate with Parent in good faith (to the extent Parent desires to negotiate) to make such adjustments in the terms and conditions of this Agreement and the Commitment Letters and Guaranty so that such Superior Proposal ceases to constitute a Superior Proposal; and (C) following the end of the four (4) Business Day period described in the preceding clause (B), the Company Board (upon the recommendation of the Company Special Committee) shall have determined in good faith, after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition consultation with its financial and outside legal advisors (including the Special Committee Financial Advisors), taking into account any changes to this Agreement and the Commitment Letters and Guaranty irrevocably offered in writing by Parent in response to the Company) Notice of shares of Stock issued Adverse Recommendation Change or issuable upon vestingotherwise, settlement, or exercise, as that the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior Superior Proposal giving rise to the date on Notice of Adverse Recommendation Change continues to constitute a Superior Proposal; provided, however, that in the event that the Acquisition Proposal to which this provision applies is thereafter modified in any material respect by the Participant first violated any party making such non-solicitation provisions; and/or (iii) recover or cause Acquisition Proposal, the Company shall promptly provide written notice of and the material terms with respect to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisions.

Non-Solicitation. While employed The Stockholders’ Representative hereby agrees that, during the period beginning on, and for ending three (3) years after, the one-year period starting on Closing Date, the date of Termination of Employment, any Participant who has received an Award under the Plan shall Stockholders’ Representative will not, directly or indirectly: (ia) other than in connection with the good-faith performance of his or her normal duties and responsibilities as employ any Person who is an employee of the Company or any Subsidiaryof, encourage any employee consultant to or agent of any of the Company Acquired Entities as of the Closing Date (other than Persons terminated without cause by any Acquired Entity) or induce or attempt to induce or encourage others to induce or attempt to induce any Subsidiary such Person to (i) terminate his such Person’s employment with such employer (in the case of an employee) or her cease providing its services to such Acquired Entity (in the case of a consultant or sales or other commercial representative), provided, that nothing herein shall prevent (x) general solicitations through advertising or similar means which are not specifically directed at employees of, consultants to or agents of any of the Acquired Entities or (y) solicitations through any means of any employee, consultant or agent of any of the Acquired Entities whose relationship with such Acquired Entity is terminated by such Acquired Entity, but in each case, will prohibit the Company hiring of any such Person’s responding to such solicitations (other than Persons terminated without cause by any Acquired Entity); or any Subsidiary; (ii) employengage in any of the activities hereby prohibited with respect to the Stockholders’ Representative pursuant to Section 6.3(b); or (b) divert, engage as a consultant solicit or adviserattempt to divert or solicit, or solicit the employment or engagement as a consultant or adviser of, any employee or agent of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause assist or encourage any Person in diverting, soliciting or attempting to do divert any of the foregoing; (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth above, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated Closing Date of any such non-solicitation provisions; and/or (iii) recover Acquired Entity to or cause to be recovered for any cash paid competitor or shares supplier of Stock issued to the Participant any Acquired Entity in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior with respect to the date on which the Participant first violated provision of any such the non-solicitation provisionsproducts or services competitive with those products and services provided by any Acquired Entity.

Non-Solicitation. While employed The Affiliated Entities acknowledge that due to prior dealings with the Corporation and StormTel, that the Affiliated Entities and their employees, officers, directors, shareholders, and agents are familiar with various aspects of the Corporation's long distance telephone and communication business, and that protection of the Customer Base is essential to Corporation's continuing operations. a. Affiliated Entities hereby agree that neither any of the Affiliated Entities nor any officer, director, shareholder, employee, or agent of any of the Affiliated Entities shall, for the one-year a period starting on of four (4) years from and after the date of Termination of Employment, any Participant who has received an Award under the Plan shall notthis Agreement, directly or indirectly, whether as an individual or sole proprietor, or as an owner, partner, officer, director, manager, agent, consultant, employee, or independent contractor, formal or informal adviser, or by or through the lending of any form of assistance, to, for, or on behalf of any organization or business: (i) other than Solicit, take away or endeavor to take away, any customer included in connection the Customer Base. b. The parties expressly acknowledge and agree that the Affiliated Entities may otherwise engage in a business in competition with the good-faith performance of his or her normal duties and responsibilities as an employee Corporation. It will not be considered to be a violation of the Company or any Subsidiarynon-solicitation provision set forth above, encourage any employee or agent if a customer included in the Customer Base signs up for long distance telephone service through a web site offering of the Company or any Subsidiary to terminate his or her relationship with the Company or any Subsidiary; (ii) employBu▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇r YPD, engage as a consultant or adviser, or solicit the employment or engagement as a consultant or adviser of, any employee or agent of the Company or Subsidiary (other than provided that such customer was not targeted and/or solicited by the Company or its Subsidiaries), or cause or encourage any Person to do any of the foregoing; (iii) establish (or take preliminary steps to establish) a business withAffiliated Entities, or encourage others to establish (or take preliminary steps to establish) a business with, other than the general solicitation set forth in said web site. If any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere with Affiliated Entities inadvertently breaches the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship non-solicitation provisions of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship withthis Agreement, the Company or its SubsidiariesAffiliated Entities shall have an opportunity for a period of thirty (30) days to cure such breach, by causing the inadvertently solicited customer to be moved back to the Corporation. If Notwithstanding the foregoing, the Affiliated Entities shall have no opportunity to cure a Participant violates any breach in the event of an intentional solicitation in violation of the non-solicitation provisions set forth abovein this Agreement, and Corporation may immediately exercise all rights and remedies available to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law,it. c. The parties and each of them agree and acknowledge that: (i) cancel or cause to be cancelled any or all The terms contained in this Agreement are necessary for the reasonable and proper protection of the ParticipantCorporation's outstanding Awards granted after May 19interests and the success of its business and that Purchaser would not enter into this Agreement unless, 2009;by the execution of this Agreement, the Affiliated Entities acknowledged their acceptance of these terms. (ii) recover or cause Each and every covenant and restriction of this Agreement is reasonable, including but not limited to be recovered those regarding subject matter, length of time, and specific customers, given the nature of Corporation's operations, and the provisions of this paragraph and all other terms of this Agreement are fully enforceable in any or all Proceeds resulting from any sale or other disposition state in the United States. d. Employee further agrees that the four (including to the Company4) year period of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such this non-solicitation provisions; and/or (iii) recover or cause to provision shall be recovered extended by the period of time there is a violation of any cash paid or shares portion of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the this non-solicitation provisionsprovision.

Non-Solicitation. While employed and for The Seller agrees that, during the one-year period starting on Restriction Period, the date of Termination of Employment, any Participant who has received an Award under the Plan Seller shall not, and shall not permit any of the Seller’s controlled Affiliates to, directly or indirectly: , engage, recruit or solicit for employment or engagement, offer employment to, hire, or enter into any independent contractor relationship with, or otherwise seek to influence any relationship with, without the prior written consent of the Buyer, any employee of any Acquired Company as of the Closing Date; provided, however, that the foregoing restriction shall not prohibit (i) any public advertisement or posting or other than in connection with form of general solicitation that is not directed at any or all of such employees and/or hiring any such individuals who respond to such general solicitations, (ii) any solicitation, engagement, employment or hiring of, or offer to, any Person who, at the good-faith performance time of such solicitation, engagement, employment, hiring or offer has involuntarily had his or her normal duties and responsibilities as an employee of employment terminated by the Company or any Subsidiaryof its Subsidiaries, encourage or (iii) any employee solicitation, engagement, employment or agent of the Company hiring of, or offer to, any Subsidiary to terminate his or her relationship Person whose employment with the Company or any Subsidiary; of its Subsidiaries terminated for any reason at least six (ii6) employmonths prior to engaging in any such discussions. The Seller agrees that, engage as a consultant or adviserduring the Restriction Period, or solicit the employment or engagement as a consultant or adviser ofSeller shall not, any employee or agent of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do and shall not permit any of the foregoing; Seller’s controlled Affiliates to, directly or indirectly, without the prior written consent of the Buyer (iiiA) establish (or take preliminary steps to establish) induce any Person which is a business with, or encourage others to establish (or take preliminary steps to establish) a business with, customer of any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere with as of the relationship between the Company Closing Date to patronize any Competing Business or its Subsidiaries and the employee (B) request or agent; or (iv) interfere with the relationship advise any Person who is a customer or vendor of the Company or any of its Subsidiaries withas of the Closing Date to reduce, curtail or endeavor to entice away from cancel any such customer’s or vendor’s business with the Company or any of its Subsidiaries, any Person who or Subsidiaries which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any Subsidiary as of the non-solicitation provisions set forth above, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionsClosing Date.

Non-Solicitation. While employed (a) Purchaser acknowledges that during the course of Sellers' employees' employment with any Seller, Sellers' employees have received and have been privy to Sellers' confidential information and trade secrets, including, information regarding existing employees, their work, and their compensation, and that Sellers have a legitimate interest in ensuring that such confidential information and trade secrets remain confidential and are not disclosed to third parties. Thus, to avoid the actual or threatened misappropriation of such confidential information and trade secrets, Purchaser agrees that for a period of two (2) years immediately subsequent to the one-year period starting on Closing, Purchaser shall not, and shall cause its subsidiaries, and its and their respective employees, representatives and agents not to, directly or indirectly solicit any employee of Sellers (other than the date Seller Employees) or any of Termination the subsidiaries of Employmentthe Sellers; provided, however, that the foregoing shall not prohibit Purchaser from employing any Participant individual who has received an Award under notice of termination from, or ceased to be employed by, Sellers prior to the Plan shall notfirst time such individual discussed, directly or with any representative, employment with Purchaser; and provided, further, that the foregoing shall not prohibit Purchaser from soliciting any individual in connection with a general solicitation, through customary means such as use of advertisements, search firms, employment listings services and company postings on websites and other places, not directed primarily or specifically at employees of Sellers. (b) Sellers acknowledge that during the course of the Transitioning Employees' employment with any Seller, the Transitioning Employees have received and have been privy to confidential information and trade secrets, including, information regarding Sniffer's existing employees, their work, and their compensation, and that Purchaser has a legitimate interest in ensuring that such confidential information and trade secrets regarding the Sniffer Business remain confidential and are not disclosed to third parties. Thus, to avoid the actual or threatened misappropriation of such confidential information and trade secrets, Sellers agree that for a period of two (2) years immediately subsequent to the Closing, Sellers shall not directly or indirectly:, and shall cause their respective subsidiaries, and its and their respective employees, representatives and agents not to, solicit any employees of Purchaser or any of the subsidiaries of the Purchaser (including the Transitioning Employees); provided, however, that the foregoing shall not prohibit STARBURST ASSET PURCHASE AGREEMENT any Seller from employing any individual who has received notice of termination from, or ceased to be employed by, Purchaser or any Control Affiliate thereof prior to the first time such individual discussed, directly or with any representative, employment with Sellers; and provided, further, that the foregoing shall not prohibit Sellers from soliciting any individual in connection with a general solicitation, through customary means such as use of advertisements, search firms, employment listings services and company postings on websites and other places, not directed primarily or specifically at any employee of Purchaser or any of its subsidiaries. (c) Purchaser and Sellers represent that they are each fully aware of their respective obligations hereunder, and acknowledge that the limitations of length of time, geography and scope of activity agreed to in this Agreement are reasonable because, among other things: (i) other than Purchaser and Sellers are engaged in connection with the good-faith performance of his or her normal duties and responsibilities as an employee of the Company or any Subsidiarytheir employees are employed in a highly competitive industry, encourage any employee or agent of the Company or any Subsidiary to terminate his or her relationship with the Company or any Subsidiary; (ii) employSeller's employees (including the Transitioning Employees) have unique access to, engage as a consultant and will continue to have access to, the trade secrets and know-how of Sellers (in the case of Seller's remaining employees) or adviser, or solicit the employment or engagement as a consultant or adviser of, any employee or agent of the Company or Subsidiary Sniffer Business (other than by in the Company or its Subsidiariescase of the Transitioning Employees), including key employee information, plans and strategy (and, in particular, the competitive strategy) of Sellers or cause or encourage any Person to do any of the foregoing; Sniffer Business, as applicable, (iii) establish (in the event an employee's employment with Seller or take preliminary steps Purchaser is terminated, said employee would be able to establish) a business withobtain suitable and satisfactory employment without violation of this Agreement, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or this Agreement provides no more protection than is necessary to protect Seller's interests in its Subsidiaries withgoodwill, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth above, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionstrade secrets and confidential information.

Non-Solicitation. While employed From and for the one-year period starting on after the date of Termination of Employment, any Participant who has received an Award under this Agreement until the Plan date that is [Redacted – commercially sensitive time period] following the Closing Date: (a) the Seller Parties shall not, and shall cause their respective Subsidiaries (including, for greater certainty, Freedom and FMDI prior to the Closing Time) not to, directly or indirectly:, solicit for employment or hire any individual who is or has been during the [Redacted – commercially sensitive time period] period prior to such solicitation or hiring, a [Redacted – commercially sensitive information] of the Purchaser or any of its Subsidiaries (other than a Terminated Employees) or, between the date of this Agreement and the Closing Date only, an employee of Freedom or FMDI; and (b) the Purchaser shall not, and shall cause its Subsidiaries (including, for greater certainty, Freedom and FMDI from and after the Closing Time) not to, directly or indirectly, solicit for employment or hire any individual who is or has been during the [Redacted – commercially sensitive time period] prior to such solicitation or hiring, a [Redacted – commercially sensitive information] of any of the Seller Parties or any of their respective Subsidiaries, provided that, such prohibitions shall not extend to (i) other than general solicitations of employment (including publicly posted job advertisements) not specifically directed towards such employees, nor to hiring of any such employee as a result thereof, (ii) the solicitation or hiring of employees whose employment has been terminated by their employer where the solicitations and hiring commence at least [Redacted – commercially sensitive time period] after the termination of such employee’s employment, or (iii) the solicitation or hiring of employees in connection with the good-faith performance of his or her normal duties and responsibilities as an employee of the Company or any Subsidiary, encourage any employee or agent of the Company or any Subsidiary to terminate his or her relationship with the Company or any Subsidiary; (ii) employ, engage as a consultant or adviser, or solicit the employment or engagement as a consultant or adviser of, any employee or agent of the Company or Subsidiary (other than Employee Transfers contemplated by the Company or its SubsidiariesSection 4.9), or cause or encourage any Person to do any of the foregoing; (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth above, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisions.

Non-Solicitation. While employed and for the one-year (i) For a period starting on of two years after the date of Termination of Employmenthereof, any Participant who has received an Award under the Plan shall Purchaser will not, and will cause its Affiliates not to, directly or indirectly:indirectly (including by way of recommendations from ▇▇▇▇), solicit any employee of the Seller or any of its Affiliates for employment or in any other capacity (including as an independent contractor or consultant) with the Purchaser or the Company; provided that nothing in this Section 7.06(c)(i) will prohibit the Purchaser or any of its Affiliates from: (A) publishing or posting a general posting of open positions in the course of normal hiring practices that are not specifically sent to, or do not specifically target, the employees of the Seller Parties or their Affiliates; (B) placing a general advertisement with respect to open positions that is not specifically sent to, and does not specifically target, the employees of the Seller Parties or their Affiliates; (C) engaging an employee recruiter to fill open positions, so long as such recruiter is not specifically asked or engaged by the Purchaser or any of its Affiliates to target the employees of the Seller Parties or any of their Affiliates and so long as such recruiter has been advised of the restrictions contained in this Section 7.06(c). ▇▇▇▇ and all Persons controlled by him (other than the Excluded ▇▇▇▇ Affiliates) will be bound by this Section 7.06(c) to the same extent as the Purchaser. Notwithstanding the foregoing, the provisions of this Section 7.06(c) will not apply to ▇▇▇▇▇▇▇ and will apply to the Excluded ▇▇▇▇ Affiliates only if ▇▇▇▇ is actively involved in the decision-making process of any of the Excluded ▇▇▇▇ Affiliates to take any action that would constitute a breach of this Section 7.06(c) if such actions were taken by the Purchaser. (iii) other than in connection with For a period of two years after the good-faith performance date hereof, the Seller or any of his its Affiliates will not directly or her normal duties and responsibilities as an indirectly solicit any employee of the Company or any Subsidiary, encourage of its Affiliates for employment or in any employee other capacity (including as an independent contractor or agent of the Company or any Subsidiary to terminate his or her relationship consultant) with the Company or any Subsidiary; (ii) employ, engage as a consultant or adviser, or solicit the employment or engagement as a consultant or adviser of, any employee or agent of the Company or Subsidiary (other than by the Company or its SubsidiariesSeller; provided that nothing in this Section 7.06(c), or cause or encourage any Person to do any of the foregoing; (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth above, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisions.

Non-Solicitation. While employed Grantee agrees that during the term of his/her employment and/or service to the Company or any of its subsidiaries or affiliates and for the one-year period starting on following the date termination of Termination of Employmenthis/her employment and/or service for any reason (whether voluntary or involuntary), any Participant who has received an Award under the Plan Grantee shall not, directly or indirectly: not (i) other solicit any of the Company’s, or any of its subsidiaries’ or affiliates’, employees with whom Grantee worked on more than in connection a de minimis basis or whom Grantee directly or indirectly supervised while with the good-faith performance Company to work for any other individual, partnership, limited liability company, corporation, independent practice association, management service organization, or any other entity (collectively, “Person”); (ii) hire any of his the Company’s, or her normal duties and responsibilities any of its subsidiaries’ or affiliates’, employees with whom Grantee worked on more than a de minimis basis or whom Grantee directly or indirectly supervised while with the Company to work (as an employee or an independent contractor) for any Person; (iii) take any action that may reasonably result in any of the Company Company’s, or any Subsidiaryof its subsidiaries’ or affiliates’, employees with whom Grantee worked on more than a de minimis basis or whom Grantee directly or indirectly supervised while with the Company going to work (as an employee or an independent contractor) for any Person; (iv) induce any patient or customer of the Company, or any of its subsidiaries or affiliates, either individually or collectively, to patronize any competing business; (v) request or advise any patient, customer, or supplier of the Company, or any of its subsidiaries or affiliates, to withdraw, curtail, or cancel such person’s business with the Company, or any of its subsidiaries or affiliates; (vi) enter into any contract the purpose or result of which would benefit Grantee if any patient or customer of the Company, or any of its subsidiaries or affiliates, were to withdraw, curtail, or cancel such person’s business with the Company, or any of its subsidiaries or affiliates; (vii) solicit, induce, or encourage any employee physician (or agent of former physician) affiliated with the Company Company, or any Subsidiary of its subsidiaries or affiliates, or induce or encourage any other person under contract with the Company, or any of its subsidiaries or affiliates, to curtail or terminate his such person’s affiliation or her contractual relationship with the Company Company, or any Subsidiary; of its subsidiaries or affiliates; or (iiviii) employ, engage as a consultant disclose to any Person the names or adviseraddresses of any patient or customer of the Company, or solicit the employment or engagement as a consultant or adviser of, any employee or agent of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do any of the foregoing; (iii) establish (its subsidiaries or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth above, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionsaffiliates.

Non-Solicitation. While employed For a period of one year after the Closing, Seller shall not (and for the one-year period starting on the date of Termination of Employmentshall not direct other Persons to), any Participant who has received an Award under the Plan shall not, without Buyer’s prior written consent: (i) directly or indirectly: (i) , separately or in association with other than in connection with Persons, interfere with, impair, disrupt or damage the good-faith performance of his or her normal duties and responsibilities as an employee of the Company or any Subsidiary, encourage any employee or agent business of the Company or any Subsidiary by hiring or soliciting to terminate his hire for employment any individual listed on Schedule 5.05(a) attached hereto; provided, however, that the foregoing shall not prohibit Seller (or her relationship with other Persons acting pursuant to Seller’s direction) from hiring or soliciting to hire for employment any such individual through general advertisements to the public; provided, further, that the foregoing shall not prohibit Seller (or other Persons acting pursuant to Seller’s direction) from hiring or soliciting to hire for employment any such individual if such individual ceases to be employed by Buyer, the Company or any Subsidiary; Subsidiary prior to the time of such hiring or solicitation; and (ii) employ, engage as a consultant or adviser, or solicit the employment or engagement as a consultant or adviser of, directly offer to any employee or agent customer of the Company or Subsidiary any of its Subsidiaries listed on Schedule 5.05(b) attached hereto (other than by any such customer, a “Customer”) or any value added reseller (VAR) listed on Schedule 5.05(c) attached hereto (any such value added reseller, a “Value Added Reseller”; all such Customers and Value Added Resellers, collectively, the Company or its Subsidiaries“Non-Solicit Persons”), through a targeted communication sent to such Customer at such Customer’s current mailing address or cause current email address as set forth on Schedule 5.05(b) attached hereto or encourage any Person to do any of the foregoing; (iiisuch Value Added Reseller at such Value Added Reseller’s current mailing address or current email address as set forth on Schedule 5.05(c) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business withattached hereto, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth above, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including accounting application software substantially similar to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date ’s Fundware product that is one year prior specifically designed for or targeted to nonprofit organizations (a “Similar Product”) or directly promote a Similar Product to any value added reseller (VAR) through an outbound telephone call; provided, however, that the date on which the Participant first violated foregoing shall not prohibit Seller (or other Persons acting pursuant to Seller’s direction) from directly offering, through a targeted communication, a Similar Product to up to 5% of such Non-Solicit Persons so long as any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares targeted communication is made using knowledge that Seller has obtained independently of Stock issued to Seller’s ownership of the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionsCompany.

Non-Solicitation. While employed (a) The Sellers acknowledge that they are receiving significant economic benefits by reason of the consummation of the transactions contemplated hereby, that they have become familiar with the trade secrets and other confidential information concerning the Retail Store Insurance Business, that their services to the Retail Store Insurance Business have been unique in nature and that Buyer would be irreparably damaged if they were to compete with Buyer. Accordingly, in consideration of the covenants provided for herein to the oneSellers at the Closing, for a period of two (2) years following the Closing Date (the “Non-year period starting on the date Solicitation Period4.14(a)" ”), neither Sellers nor any of Termination of EmploymentSellers’ property and casualty insurance company Affiliates shall (whether as an owner, any Participant who has received an Award under the Plan shall notoperator, directly manager, employee, officer, director, consultant, advisor, representative or indirectly: otherwise) (i) solicit or contact, or assist another Person in the solicitation of, any Person located in the Restricted Territory who is an insured under the Existing Policies for the purpose of replacing such Existing Policy with any insurance policy marketed by the Retail Store Insurance Business or providing other than Retail Store Insurance Business services, in each case as marketed or provided by Sellers as of the date hereof or (ii) otherwise initiate or promote a program that would result in the systematic replacement of the Existing Policies or the systematic solicitation of the insureds under the Existing Policies; provided, however, that nothing herein shall prohibit Sellers or their Affiliates or any of their associated agents or producers from at any time after the Closing Date, providing quotes for and issuing or selling policies of insurance directly to any such insured as the result of (v) a general solicitation or advertisement that is not specifically targeted at such insured, (w) any solicitation or advertisement provided in connection with Sellers’ and their Affiliates’ affinity, sponsor or sponsor relations programs, (x) any request for a quote from Buyer, (y) any request for a quote from any Third Party insurance producer or directly from such insured or (z) offers of renewal coverage or the good-faith performance issuance of his policies by the insurance company Affiliates of Sellers or her normal duties any Third Party insurance companies to the extent (and responsibilities as an employee only to the extent) required by applicable Law; provided, further, that the exceptions in clauses (x) and (y) above shall only apply to the extent that such activities are not part of a systematic plan by Sellers to replace the Existing Policies or solicit insureds under the Existing Policies; and provided, further that nothing herein shall prohibit Sellers’ property and casualty insurance company Affiliates from continuing to underwrite and administer in any jurisdiction Policies and products that are marketed, produced and sold through the Retail Store Insurance Business. The restrictions set forth in this Section 4.14 shall terminate completely on the second (2nd) anniversary of the Company Closing Date. Notwithstanding the foregoing, the Buyer hereby acknowledges that (i) independent, exclusive or any Subsidiary, encourage any other independent contractor or employee agents or agent producers of the Company or any Subsidiary to terminate his or her relationship with the Company or any Subsidiary; Sellers and their Affiliates and (ii) employagents or producers of Sellers’ and their Affiliates’ direct to consumer sales distribution channel in each case, engage as a consultant in the Restricted Territory will directly compete with the Retail Store Insurance Business during the Non-Solicitation Period. (b) During the Non-Solicitation Period, none of the Sellers or advisertheir property and casualty insurance company Affiliates shall directly or indirectly through another Person (i) induce or attempt to induce any Transferred Employee to leave the employ of Buyer, or solicit the employment or engagement as a consultant or adviser of, in any employee or agent of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do any of the foregoing; (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would way interfere with the relationship between the Company Buyer and any such Transferred Employee or its Subsidiaries and the employee (ii) induce or agent; or (iv) attempt to induce any supplier, licensee, licensor, franchisee or other business relation of Buyer to cease doing business with Buyer, or in any way interfere with the relationship between any supplier, licensee or business relation and Buyer. The foregoing restrictions shall not apply to any employee who (w) responds to a general solicitation or employment advertisement which is not directed at the Buyer or its employees, (x) responds to a recruiting or employee staffing consultant pursuant to a general mandate from either of the Company Sellers, (y) at least six months after such person ceases to be employed by Buyer, seeks on their own accord employment with Sellers or its Subsidiaries withtheir Affiliates or (z) has not been employed by Buyer for at least six months. (c) Nothing in this Section 4.14 shall be construed to prevent Sellers or their Affiliates from fulfilling their obligations pursuant to this Agreement or any Ancillary Agreement including, or endeavor to entice away from the Company or its Subsidiarieswithout limitation, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth above, pursuant to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionsTransition Services Agreement and Sections 4.15 and 4.16 hereof.

Non-Solicitation. While employed and (a) Each Seller agrees that, for the one-year a period starting commencing on the date of Termination of EmploymentClosing Date and continuing for three years after the Closing Date, any Participant who has received an Award under the Plan such Seller shall not, and shall cause each of its Affiliates (including the Remaining Seller Group) not to, without the prior written consent of Purchaser, directly or indirectly: (i) other than in connection with the good-faith performance of his solicit for employment or her normal duties and responsibilities engagement (whether as an employee of the Company employee, contractor, consultant or otherwise) any SubsidiaryBusiness Employee, encourage or (ii) induce, or attempt to induce, any employee or agent of the Company or any Subsidiary Business Employee to terminate his or her employment with, or otherwise cease his or her relationship with, Purchaser or any of its Subsidiaries; provided that nothing in this Section 5.19(a) shall be deemed to prohibit any general solicitation for employment through advertisements and search firms not specifically directed at employees of Purchaser or any of its Subsidiaries, so long as Sellers and their Affiliates have not encouraged or advised such firm to approach any such individual. Notwithstanding anything to the contrary in this Section 5.19(a), any Seller may solicit and hire any individual whose employment was terminated by Purchaser or any of its Affiliates or who has ceased to be employed by Purchaser or any of its Affiliates for a period of at least three months prior to the date such Seller hires or first solicits such Person. (b) ▇▇▇▇▇▇▇▇▇ agrees that, for a period commencing on the date hereof and continuing for three years after the later of the (x) Closing Date or (y) date of termination of this Agreement pursuant to Section 8.1, Purchaser shall not, and shall cause each of its controlled Affiliates not to, without the prior written consent of Sellers, directly or indirectly: (i) solicit for employment or engagement (whether as an employee, contractor, consultant or otherwise) any individual employed or engaged by any Seller or its Affiliates about whom Purchaser or its Affiliates received confidential information in connection with the Company Transaction or who Purchaser or its Affiliates had more than non-de minimis contact with in connection with the Transaction, including the negotiations therefor and relating to the performance of any Subsidiary;Transaction Documents, including after the Closing (each, a “Seller Transaction Employee”); or (ii) employ, engage as a consultant or adviserinduce, or solicit the employment or engagement as a consultant or adviser ofattempt to induce, any employee Seller Transaction Employee to terminate his or agent of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do any of the foregoing; (iii) establish (or take preliminary steps to establish) a business her employment with, or encourage others to establish (otherwise cease his or take preliminary steps to establish) a business her relationship with, any employee Seller or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-its Affiliates; provided that nothing in this Section 5.19(b) shall be deemed to prohibit any general solicitation provisions set forth above, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, for employment through advertisements and search firms not specifically directed at employees of any Award granted after May 19Seller or any of its Affiliates, 2009, if the sale so long as Purchaser and its Affiliates have not encouraged or disposition was effected on or after the date that is one year prior advised such firm to the date on which the Participant first violated approach any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionsindividual.

Non-Solicitation. While employed and for the one-year period starting on the date of Termination of Employment, any Participant who has received an Award under the Plan (a) Seller shall not, and shall cause its Affiliates not to, directly or indirectly: , until the date that is twelve (i12) other than months following the Closing Date, hire, solicit, recruit, request, cause, induce or encourage to leave their employment (such conduct is collectively referred to as “solicitation”) any employees of the Business or Seller or any persons who left their employment in connection with the good-faith performance of his Business or her normal duties and responsibilities as an employee ceased working for Seller or at the Business or the Property in the aforementioned capacity less than six (6) months prior to the solicitation, except for those individuals listed in Section 7.19(a) of the Company Seller Disclosure Letter. The immediately preceding sentence shall not apply to (x) a general solicitation of the public for employment so long as such general solicitation is not targeted to any employee, manager or officer of Buyer or any SubsidiaryPerson or category of Persons referred to in the immediately preceding sentence, encourage (y) the hiring, soliciting, recruiting or other such action of any employee Person who responds to such a general solicitation described in the preceding clause (x), or agent (z) the hiring of the Company any Person who initiates contact with Seller or any Subsidiary to terminate his of Seller’s Affiliates regarding such employment without any encouragement or her relationship with the Company solicitation by Seller or any Subsidiary;of Seller’s Affiliates prior to such Person’s initial contact. (iib) employSeller shall not, engage as a consultant and shall cause its Affiliates not to, directly or adviserindirectly, or solicit communicate, regardless of means, with any Person whose information appears on the employment or engagement as a consultant or adviser of, any employee or agent of the Company or Subsidiary Customer Database (other than by those Persons who are also customers of Ruidoso Downs and whose names also appear in the Company customer records of Ruidoso Downs, kept in the Ordinary Course of Business thereof, as of a date that is prior to August 7, 2006); provided, that nothing in this Agreement shall prevent Seller or any of its Subsidiaries), or cause or encourage Affiliates from marketing to any Person to do in the Customer Database who (x) initiates gaming or racing activities at any of the foregoing;other properties or facilities of Seller or any of its Affiliates, including Ruidoso Downs, and prior to such activities, Seller has not breached the terms of this Agreement with respect to such Person, or (y) is contacted by Seller or its Affiliates as part of a general marketing campaign without use of the Customer Information. (iiic) establish (If this Agreement is terminated pursuant to Section 9.1 hereof, Section 7.19(a) hereof and Section 7.19(b) hereof shall cease to have any force or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries effect upon and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth above, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any following such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionstermination.

Non-Solicitation. While employed For a period from and for the one-year period starting on after the date hereof until the earlier of Termination of Employmentdate that is sixty (60) months after the date on which Intrepid and its affiliates no longer own any equity interests in SN EF UnSub, any Participant who has received an Award under LP and SN EF UnSub GP, LLC (collectively, the Plan “Operating Companies”), unless the ▇▇▇▇▇▇▇ Parties’ provide prior written consent, Intrepid shall not, and Intrepid shall cause its controlled affiliates (including all private equity funds, portfolio companies, parallel investment entities, and alternative investment entities owned, managed or controlled by Intrepid) not to, directly or indirectly: , (i) other than in connection with the good-faith performance of his solicit, induce or her normal duties and responsibilities as an employee of the Company or any Subsidiary, encourage any employee or agent officer of the Company ▇▇▇▇▇▇▇ Parties or any Subsidiary of their respective affiliates to terminate his or her relationship leave their respective positions of employment with the Company any ▇▇▇▇▇▇▇ Party or any Subsidiary; of their respective affiliates, (ii) employhire or employ any of such employees or officers, engage whether as a consultant or adviserotherwise or (iii) hire or employ any such former employee or officer, or solicit the employment or engagement whether as a consultant or adviser ofotherwise, within six (6) months of such person’s final employment date with a ▇▇▇▇▇▇▇ Party or any employee of their respective affiliates; provided, that the foregoing shall not preclude Intrepid or any of its controlled affiliates from soliciting for employment or hiring any such employee, agent or contractor who has been terminated (and not rehired) by a ▇▇▇▇▇▇▇ Party or any of their respective affiliates. References to a “controlled affiliate" of Intrepid in the first sentence of this Section 1 shall constitute a reference to affiliates in which Intrepid or its controlled affiliates have the power to direct or cause the direction of the Company or Subsidiary (other than management of policies of such affiliate, whether through the ownership of voting securities, by contract, the Company or its Subsidiaries), or cause or encourage any Person right to do any designate the majority of the foregoing; board of directors or managers of such affiliated entities or otherwise; provided that, for purposes of clarity, Intrepid shall not be deemed to control any affiliate (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, and shall not have any employee or exclusive agent independent contractor liability if such affiliate acts in contravention of the Company or its Subsidiaries that would interfere with foregoing restrictions) if Intrepid does not have the relationship between right to appoint the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship majority of the Company the board of directors or managers of such affiliate or does not otherwise have the authority, whether by contract or virtue of its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth aboveequity ownership in such affiliate, to cause such affiliate to make decisions regarding the extent permitted by applicable law, the Board solicitation or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, hiring of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionspersons.

Non-Solicitation. While employed For a period two (2) years following the Closing Date, no Seller shall, and for the one-year period starting on the date of Termination of Employment, any Participant who has received an Award under the Plan each Seller shall notcause such Seller’s Affiliates not to, directly or indirectly: (i) other than in connection with the good-faith performance of his , hire, recruit, or her normal duties and responsibilities as solicit for employment any Person who is an employee of the Company as of the Closing Date or induce or influence any such Person to reduce or discontinue her or her employment with the Company, Buyer or any Subsidiary, encourage any employee or agent of the Company or any Subsidiary to terminate his or her relationship with the Company or any Subsidiary; (ii) employ, engage as a consultant or adviser, or solicit the employment or engagement as a consultant or adviser of, any employee or agent of the Company or Subsidiary (other than by the Company or its Subsidiaries)their respective Affiliates, or cause or encourage assist any other Person in taking any such action; provided, however, that the foregoing shall not (i) prohibit any Seller or any Affiliate of any Seller from making a general solicitation to do the public of general advertising or similar methods of solicitation by search firms not specifically directed at employees of the Company, (ii) prohibit any Affiliate of any Seller who is not a Subsidiary of a Seller from hiring someone (other than the people listed on Schedule 5.8 (the “Specified Persons”)) who responds to a solicitation described in clause (i) above so long as no Seller nor any of its Subsidiaries caused, encouraged, recommended, assisted or was involved with the foregoing; hiring of such person, (iii) establish (prohibit any Seller or take preliminary steps to establish) any Affiliate of a business withSeller from hiring someone whose employment is terminated by the Company, Buyer or encourage others to establish (or take preliminary steps to establish) a business withany of their respective Affiliates, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship prohibit any Seller or any Affiliate of any Seller from hiring someone (other than a Specified Person) who has ceased to be an employee of the Company Company, Buyer or its Subsidiaries withany of Buyer’s Affiliates for at least sixty (60) days, (v) prohibit any Seller or any Affiliate of any Seller from hiring any Specified Person (other than P▇▇▇▇▇ ▇▇▇▇▇) who has ceased to be an employee of the Company, Buyer or any of Buyer’s Affiliates for at least six (6) months, or endeavor (vi) prohibit any Seller or any Affiliate of any Seller from hiring P▇▇▇▇▇ ▇▇▇▇▇ so long as he has ceased to entice away from be an employee of the Company Company, Buyer or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth aboveBuyer’s Affiliates for at least one (1) year; and so long as, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as in the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or clauses (iii) recover – (vi) above, the applicable Seller and its Affiliates complied with the terms of this Section 5.8 with respect to such individual while he or cause to be recovered she was employed by the Company, Buyer or any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionstheir respective Affiliates.

Non-Solicitation. While employed Except as otherwise provided in any definitive, written documentation related to consummation of the Transaction entered into after the date hereof, Receiving Party agrees that during the Term of this Agreement and for a period of one year after the one-year period starting on expiration or earlier termination of the date Term of Termination this Agreement, neither Receiving Party nor any of Employment, any Participant who has received an Award under the Plan its Permitted Representatives shall not, directly or indirectly, for itself or on behalf of another Person, do any of the following without obtaining the prior written consent of Disclosing Party: (ia) other solicit for employment or otherwise induce, influence, or encourage to terminate employment with Disclosing Party or any of Disclosing Party’s affiliates, or employ or engage as an independent contractor, any employee of Disclosing Party with whom Receiving Party or its Permitted Representative had more than incidental contact or who became known to Receiving Party or its Permitted Representative in connection with the good-faith performance Transaction or the evaluation thereof (each, a “Covered Employee”), except (i) pursuant to a general solicitation through the media or by a search firm that is not directed specifically to any employees of his Disclosing Party, unless such solicitation is undertaken as a means to circumvent the restrictions contained in or her normal duties and responsibilities as an employee conceal a violation of the Company this Section 9; or any Subsidiary, encourage any employee or agent of the Company or any Subsidiary to terminate his or her relationship with the Company or any Subsidiary; (ii) employ, engage as a consultant or adviser, or solicit if Disclosing Party terminated the employment or engagement as a consultant or adviser of, any employee or agent of the Company or Subsidiary (other than by the Company such Covered Employee before Receiving Party or its Subsidiaries), or cause or encourage any Person to do any of the foregoing; (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth above, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercisePermitted Representative, as the case may be, solicited or otherwise contacted such Covered Employee or discussed employment or other engagement of the Covered Employee; (b) solicit, service, accept orders from, or otherwise have business contact with any Award granted after May 19individual or entity who has, 2009, if within the sale or disposition was effected on or after the date that is one one-year period immediately prior to the date on which of this Agreement, been a customer of Disclosing Party, if such contact could directly or indirectly divert business from or adversely affect the Participant first violated any such non-solicitation provisionsbusiness of Disclosing Party; and/oror (iiic) recover interfere with the contractual relations between Disclosing Party and any of its customers. Receiving Party agrees that the duration, scope, and geographical area of the restrictions contained in this Section 9 are reasonable. Upon a determination that any term or cause provision of this Section 9 is invalid, illegal, or unenforceable, the court may modify this Section 9 to be recovered any cash paid substitute the maximum duration, scope, or shares of Stock issued geographical area legally permissible under such circumstances to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if greatest extent possible to effect the vesting, settlement, or exercise occurred on or after restrictions originally contemplated by the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionsParties hereto.

Non-Solicitation. While employed (a) Seller agrees that for a period of two (2) years from and for after the one-year period starting on the date of Termination of Employment, any Participant who has received an Award under the Plan Closing Date it shall not, and it shall cause each of its Subsidiaries not to (and shall not encourage or assist any of its Affiliates to), without the prior written consent of Purchaser, directly or indirectly: , solicit to hire (or cause or seek to cause to leave the employ of Purchaser or any of its Subsidiaries) (i) any Transferred Employee or (ii) any other than Person employed by Purchaser who became known to or was identified to Seller or any of its Affiliates prior to the Closing in connection with the good-faith performance of his or her normal duties and responsibilities as transactions contemplated by this Agreement, unless in each case such Person ceased to be an employee of Purchaser or its Subsidiaries prior to such action by Seller or its Subsidiary, or, in the Company case of such Person’s voluntary termination of employment with Purchaser or any of its Subsidiaries, at least three (3) months prior to such action by Seller or its Subsidiary. (b) Purchaser agrees that for a period of two (2) years from and after the Closing Date it shall not, and it shall cause its Subsidiaries not to (and shall not encourage or assist any employee of its Affiliates to), without the prior written consent of Seller, directly or agent indirectly, solicit to hire (or cause or seek to cause to leave the employ of Seller or any if its Subsidiaries) any Person that it or they know to be employed by Seller or any of its Subsidiaries as of the Company Closing Date unless such Person ceased to be an employee of Seller or such Subsidiary prior to such action by Purchaser or any Subsidiary to terminate his or her relationship of its Subsidiaries, or, in the case of such Person’s voluntary termination of employment with the Company Seller or any Subsidiary;of its Subsidiaries, at least three (3) months prior to such action by Purchaser or any of its Subsidiaries. (c) Notwithstanding the foregoing, the restrictions set forth in Sections 6.10(a) and 6.10(b) shall not apply to (i) bona fide public advertisements for employment placed by any Party and not specifically targeted at the employees of any other Party, or (ii) employ, engage as a consultant or adviser, or solicit the employment or engagement as a consultant or adviser of, any employee who is not a manager or agent an individual contributor who is engaged in the design of the Company Semiconductor Products or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person processes. Section 6.10(a) shall not apply to do any of the foregoing; (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who is hired by Seller or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth above, its Subsidiaries (A) pursuant to the extent permitted any existing agreement with employee representatives (such as a works council agreement) by applicable law, the Board which Seller or the Committee may, to the extent permitted by applicable law, such Subsidiary is bound or (iB) cancel or cause as a result of actions required to be cancelled taken by Seller or any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause its Subsidiaries in order to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection comply with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionslocal employment Laws.

Non-Solicitation. While employed Commencing on the Signing Date and continuing until the fifth (5th) anniversary of the Closing Date (the “Covenant Termination Date”), each Founder agrees that he or she shall not, unless acting for the one-year period starting on the date benefit of Termination of Employment, any Participant who has received an Award under the Plan shall notBuyer or TTH, directly or indirectly: : (i) other than in connection with the good-faith performance of his solicit, employ, retain as a consultant, or her normal duties and responsibilities attempt to entice away any Protected Employee (as an employee of the Company hereinafter defined) from Company, Buyer or any SubsidiaryTTH or their respective Affiliates, encourage any employee or agent of the Company or any Subsidiary to terminate his or her relationship with the Company or any Subsidiary; (ii) employ, engage as a consultant solicit or adviser, or solicit the employment or engagement as a consultant or adviser of, any employee or agent of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do any of the foregoing; (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor attempt to entice away from Company, Buyer or TTH or their respective Affiliates any Issuer Related Person nor encourage any Issuer Related Person from not doing business (or doing less business) with Company, Buyer or TTH or their respective Affiliates; provided that the Company foregoing shall not be construed to prohibit each Founder or its Subsidiaries, any Person who or entity in which at any time since the Participant's hire date was or Founder is a material customer part of from making a general solicitation for employment or material supplier ofconsulting services through an advertisement in a publication of general circulation or on a website featuring job opportunities that is generally available to the public, or maintained a material business relationship withsocial media sites such as Linked-In, so long as such solicitation is not specifically directed at officers, employees or consultants of Company, Buyer or TTH or their respective Affiliates. As used herein, “Protected Employee” shall mean any then current or former employee or officer of Company, Buyer or TTH or their Affiliates during the Company or its Subsidiaries. If a Participant violates any of period in which the non-solicitation provisions covenants set forth abovein this Section 3.1 are in effect, to but excluding persons who were not employed by Company, Buyer or TTH or their respective Affiliates during the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to 12-month period preceding the date on which the Participant first violated any such a determination is made regarding whether a person is a Protected Employee. The length of time for which this non-solicitation provisions; and/or covenant (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such and the non-solicitation provisionscompetition covenant below) shall be in force shall be deemed extended during any period of violation or any other period required for litigation during which Buyer or TTH or any of their respective Affiliates seeks to enforce this Section 3.1. In the event that the covenants contained in this Section 3.1 shall be determined by any court of competent jurisdiction to be unenforceable by reason of it extending for too long a period of time or by reason of it being too extensive in any other respect, it shall be interpreted to extend only over the longest period of time for which it may be enforceable, and/or to the maximum extent set forth herein in all other aspects as to which it may be enforceable, all as determined by such court in such action.

Non-Solicitation. While employed and for (a) For a period of two (2) years from the one-year period starting on the date of Termination of EmploymentClosing Date, any Participant who has received an Award under the Plan Seller shall not, and shall cause its Subsidiaries not to, without the prior written consent of Buyer, directly or indirectly: , (i) other than in connection with the good-faith performance of his employ or her normal duties and responsibilities as an employee of the Company engage any Restricted Employee or any Subsidiary, encourage any employee or agent of the Company or any Subsidiary to terminate his or her relationship with the Company or any Subsidiary; (ii) employsolicit for employment any Business Employee; provided, engage as a consultant however, that nothing in this Section 8.08(a)(ii) shall prohibit Seller or adviser, any of its Affiliates from placing public advertisements or solicit engaging in any other form of general solicitations not directed at such Persons (including the use of an independent employment agency or search firm whose efforts are not specifically directed at Business Employees) or from soliciting the services of any such Person whose employment with or engagement as a consultant by Buyer or adviser of, any employee or agent of its Affiliates (including the Company or Subsidiary (other than Acquired Companies) has been terminated by the Company Buyer or its Subsidiaries), applicable Affiliate or cause who has otherwise ceased to be employed or encourage any Person to do engaged by Buyer or any of its Affiliates (including the foregoing;Acquired Companies) for a period of at least three (3) months prior to the first contact by Seller or any of its Affiliates with such Person. (iiib) establish For a period of one (or take preliminary steps to establish1) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away year from the Company Closing Date, Buyer shall not, and shall cause its Buyer Affiliates (including the Acquired Companies) not to, without the prior written consent of Seller, directly or its Subsidiariesindirectly, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth above, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel employ or cause to be cancelled engage any Seller Restricted Employee or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover solicit for employment any Protected Person who is employed by Seller or cause any of its Affiliates as of the Closing; provided, however, that nothing in this Section 8.08(b)(ii) shall prohibit Buyer or any such of its Affiliates from placing public advertisements or engaging in any other form of general solicitations not directed at such Persons (including the use of an independent employment agency or search firm whose efforts are not specifically directed at such Persons) or from soliciting the services of any such Person whose employment with or engagement by Seller or any of its Affiliates has been terminated by Seller or its applicable Affiliate or who has otherwise ceased to be recovered employed or engaged by Seller or any or all Proceeds resulting from any sale or other disposition of its Affiliates for a period of at least three (including to the Company3) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year months prior to the date on which the Participant first violated contact by Buyer or any such non-solicitation provisions; and/orof its Affiliates. (iiic) recover The parties acknowledge that the restrictions contained in this Section 8.08 are reasonable in scope and duration in light of the nature, size and location of the Business. The parties further acknowledge that the restrictions contained in this Section 8.08 are necessary to protect Buyer’s significant investment in the Business, including its goodwill. It is the desire and intent of the parties that the provisions of this Section 8.08 be enforced to the fullest extent permissible under applicable Law. If all or cause part of this Section 8.08 is held invalid, illegal or incapable of being enforced by any Law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect. If any part of this Section 8.08 is held to be recovered any cash paid excessively broad as to duration, scope, activity or shares of Stock issued subject, such part will be construed by limiting and reducing it so as to be enforceable to the Participant in connection with any vesting, settlement, maximum extent permissible under applicable Law or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionspublic policy.

Non-Solicitation. While employed and for Except as necessary, appropriate or desirable to perform his duties to the one-year period starting on Company during his employment, Barrack shall not during the date of Termination of EmploymentRestricted Period, any Participant who has received an Award under the Plan shall notwithout CFI’s prior written consent, (i) directly or indirectly: , on his own behalf or for any other Person, knowingly (iA) other than in connection with the good-faith performance of his solicit or her normal duties and responsibilities as an induce any (x) officer, or director, or (y) employee or independent contractor of the Company who is a natural person that provides consulting or any Subsidiaryadvisory services with respect to sourcing or consummating financings or investments, encourage any employee or agent of the Company or any Subsidiary in either case, to terminate his or her relationship with the Company, or (B) hire any such individual whom Barrack knows left the employment of the Company during the previous 12 months or any Subsidiary; (ii) employdirectly or indirectly, engage as on his own behalf or for any other Person, solicit or induce any investors to terminate (or diminish in any material respect) his, her or its relationship with the Company. For the avoidance of doubt, identification or doing business with or co-investing with any limited partners, investors, financing sources or capital markets intermediaries with regard to activity that is not prohibited by Section 3 above shall not be deemed to be a consultant breach of this Section 4 or adviserotherwise. Barrack shall not be in violation of this Section 4 by reason of providing a personal reference for any officer, director or solicit the employment or engagement as a consultant or adviser of, any employee or agent of the Company or Subsidiary soliciting individuals for employment through a general advertisement not targeted specifically to officers, directors or employees of the Company. This Section 4 shall not prohibit Barrack from (other than by the Company x) soliciting or its Subsidiaries), or cause or encourage any Person to do hiring any of the foregoing; Persons listed on Exhibit 2 attached hereto or (iiiy) establish engaging the services of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇ during their employment with CFI solely in connection with Permitted Activities engaged in by Barrack; provided, however, that with respect to clause (or take preliminary steps to establish) a business withy), or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere such employees will only provide services in connection with the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere Permitted Activities consistent with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth above, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year services provided prior to the date on which Effective Date. In addition, except as otherwise provided in this Section 4, during the Participant first violated Restricted Period, in the event that Barrack engages the services of any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant Business Employee in connection with any vestingbusiness of CC following the Effective Date or in connection with the Permitted Activities engaged in by Barrack, settlementBarrack shall pay a reasonable fee (based on such Business Employee’s then current compensation and cost of providing benefits, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior relative to the date on which amount of such Business Employee’s business time spent performing such services to Barrack) to the Participant first violated any Company for the services of such the non-solicitation provisionsBusiness Employee.

Non-Solicitation. While employed (a) Seller agrees that for a period of two years from and for after the one-year period starting on the date of Termination of Employment, any Participant who has received an Award under the Plan Closing Date it shall not, and it shall cause each of its Subsidiaries not to (and shall not encourage or assist any of its Affiliates to), without the prior written consent of Purchaser, directly or indirectly: , solicit to hire (or cause or seek to cause to leave the employ of Purchaser or any of its Subsidiaries) (i) any Transferred Employee or (ii) any other than Person employed by Purchaser who became known to or was identified to Seller or any of its Affiliates prior to the Closing in connection with the good-faith performance of his or her normal duties and responsibilities as transactions contemplated by this Agreement, unless in each case such Person ceased to be an employee of Purchaser or its Subsidiaries prior to such action by Seller or its Subsidiary, or, in the Company case of such Person’s voluntary termination of employment with Purchaser or any of its Subsidiaries, at least three months prior to such action by Seller or its Subsidiary. Notwithstanding the foregoing, encourage this Section 6.13(a) shall not apply to any employee or agent of the Company Person who is hired by Seller or any of its Subsidiaries (i) pursuant to any existing agreement with employee representatives (such as a works council agreement) by which Seller or such Subsidiary to terminate his is bound or her relationship with the Company or any Subsidiary; (ii) employ, engage as a consultant result of actions required to be taken by Seller or adviserany of its Subsidiaries in order to comply with local employment Laws. (b) Purchaser agrees that for a period of two years from and after the Closing Date it shall not, and it shall cause its Subsidiaries not to (and shall not encourage or solicit the employment or engagement as a consultant or adviser of, assist any employee or agent of the Company or Subsidiary (other than by the Company or its SubsidiariesAffiliates to), without the prior written consent of Seller, directly or indirectly, solicit or hire (or cause or encourage seek to cause to leave the employ of Seller or any if its Subsidiaries) any Person that it or they know to do be employed by Seller or any of the foregoing; (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor its Subsidiaries as of the Company Closing Date unless such Person ceased to be an employee of Seller or such Subsidiary prior to such action by Purchaser or any of its Subsidiaries, or, in the case of such Person’s voluntary termination of employment with Seller or any of its Subsidiaries, at least three months prior to such action by Purchaser or any of its Subsidiaries; provided, however, that the limitation in this Section 6.13(b) shall only apply to the extent that Purchaser uses either of the following to conduct such solicitation or hiring: (x) confidential information of the Seller or its Subsidiaries that would interfere with the relationship between the Company or (y) any Business Employee whose employment transfers to Purchaser or its Subsidiaries and in connection with the employee or agent; orconsummation of transactions contemplated by this Agreement. (ivc) interfere with Purchaser agrees that for a period of two years from and after the relationship of the Company or Closing Date it shall not, and it shall cause its Subsidiaries withnot to (and shall not encourage or assist any of its Affiliates to), without the prior written consent of Seller, directly or endeavor indirectly, solicit or hire (or cause or seek to entice away from cause to leave the Company employ of Seller or any if its Subsidiaries, ) any Person Business Employee who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth above, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel is an Automatic Transferred Employee and objects to the transfer of employment to Purchaser or cause to be cancelled any its Subsidiary or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover is a Non-Automatic Transferred Employee and has elected not to accept an offer of employment from Purchaser or cause its Subsidiary as of the Closing Date. (d) Notwithstanding the foregoing, the restrictions set forth in Sections 6.13(a) and 6.13(b) shall not apply to be recovered any or all Proceeds resulting from any sale or other disposition (including to i) bona fide public advertisements for employment placed by Seller and not specifically targeted at the Company) employees of shares of Stock issued or issuable upon vesting, settlementPurchaser, or exercise, as (ii) any employee who is not a manager or an individual contributor who is engaged in the case may be, design of any Award granted after May 19, 2009, if the sale semiconductor products or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionsprocesses.

Non-Solicitation. While employed and for In consideration of the one-year period Award made to Participant under this Agreement, starting on the Grant Date and ending on the date of Termination of Employmentthat is exactly twelve (12) months after Participant's “Separation Date” (defined below), any Participant who has received an Award under the Plan shall not, not directly or indirectly: (i) other than indirectly recruit or solicit for hire, or hire, or assist in connection with any manner in the good-faith performance recruitment, solicitation for hire or hiring, of his any employee or her normal duties and responsibilities as an employee officer of the Company or any Subsidiaryof its Subsidiaries or Affiliates in each case involving employment by any individual, encourage any employee business or agent of entity other than the Company or one of its Subsidiaries or Affiliates, or in any Subsidiary way induce any such employee or officer to terminate his or her relationship employment with the Company or any Subsidiary; (ii) employ, engage as a consultant or adviser, or solicit the employment or engagement as a consultant or adviser of, any employee or agent of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do any of the foregoing; (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship Affiliates. For purposes of the Company or its Subsidiaries withthis Paragraph, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth above, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to "Separation Date" means the date on which Participant's employment with the Company or one of its Subsidiaries or Affiliates terminates for any reason. The provisions of this Paragraph __ shall be in addition to, and shall not supersede or replace, the provisions of any employment or other agreement between Participant first violated and the Company or any such nonof its Subsidiaries or Affiliates that contains similar or additional restrictions on Participant. __. [INCLUDE THE FOLLOWING IF AWARD IS PERFORMANCE-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares BASED: Recoupment. If the Securities and Exchange Commission adopts final rules under Section 954 of Stock issued the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act that require, as a condition to the Company’s continued listing on a national securities exchange (“Exchange”), that the Company develop and implement a policy requiring the recovery of erroneously awarded compensation, and such regulations are applicable to Participant in connection with any vesting, settlement, or exercise of an and the Award granted after May 19pursuant to this Agreement, 2009, if then the vesting, settlement, or exercise occurred on or after the date that is one year prior Award shall be subject to recoupment pursuant to the date on which terms of the Participant first violated rules of the Securities and Exchange Commission and any applicable Exchange, and any policy of the Company adopted in response to such rules. The provisions of this Paragraph __ are in addition to the non-solicitation provisionsrights of the Company as set forth in Section 14(h) of the Plan.]

Non-Solicitation. While employed From and for after the one-year period starting on Closing Date until the date second anniversary of Termination of Employmentthe Closing Date, any Participant who has received an Award under the Plan Seller shall not, directly or indirectly: , (i1) other than in connection with solicit, induce or influence to hire, any individual who is employed by the good-faith performance of his Bank or her normal duties and responsibilities its Subsidiary as an employee of the Company Closing Date; provided, however, that neither Seller nor its affiliates shall be prohibited from hiring or otherwise employing any Subsidiarysuch individual who shall not have been specifically solicited for such employment by Seller or its affiliates, encourage (2) solicit, induce or influence, or attempt to solicit, induce or influence, any employee banking business of any borrower or agent depositor of the Company Bank as of the Closing Date; provided, however, that neither Seller nor its affiliates shall be prohibited from accepting unsolicited business from any such borrower or any Subsidiary to terminate his or her relationship with the Company or any Subsidiary; (ii) employ, engage as a consultant or advisercustomer of Bank, or solicit the employment (3) establish a de novo branch or engagement as a consultant or adviser of, any employee or agent of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do banking office in any of the foregoing; Illinois counties listed in Section 5.08; provided, however, that neither Seller nor its affiliates shall be prohibited from acquiring (iii) establish (or take preliminary steps as opposed to establishestablishing de novo) a business withbranch or other banking office in any such county provided that the aggregate amount of deposits of such branch(es) or other banking office(s) represent in the aggregate less than 50% of the consolidated deposits being acquired in such acquisition by Seller or its affiliates. From and after the Closing Date until the second anniversary of the Closing Date, Purchaser shall not, directly or indirectly (including through the Bank), (1) solicit, induce or influence to hire, any individual who is employed by Seller or any of its Subsidiaries as of the Closing Date; provided, however, that neither Purchaser nor its affiliates shall be prohibited from hiring or otherwise employing any such individual who shall not have been specifically solicited for such employment by Purchaser or its affiliates, or encourage others (2) solicit, induce or influence, or attempt to establish (solicit, induce or take preliminary steps to establish) a business withinfluence, any employee banking business of any borrower or exclusive agent independent contractor depositor of the Company Seller or its Subsidiaries affiliates (including Midwest Bank and Trust Company) as of the Closing Date; provided, however, that would interfere with the relationship between the Company neither Purchaser nor its affiliates shall be prohibited from accepting unsolicited business from any such borrower or customer of Seller or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time since the Participant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-solicitation provisions set forth above, to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the Participant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisionsaffiliates.