Common use of Nonsolicitation Clause in Contracts

Nonsolicitation. For a period of three (3) years following the date hereof, Seller and each of Seller’s Affiliates shall not: (a) induce or attempt to induce any employee of the Company to leave the employ of the Company, or in any way interfere with the relationship between the Company and any employee thereof; provided that the placement of any general advertisement or general solicitation to the public at large shall not constitute “interference” under this clause (a); (b) hire directly or through another entity any person who was an employee of the Company or any of its subsidiaries as of the date hereof; provided that, with the Company’s prior written consent (which consent shall not unreasonably be withheld), Seller and Seller’s Affiliates can hire any person who was an employee of the Company or any of its subsidiaries who has been fired by the Company or any of its subsidiaries; provided further that (i) for the avoidance of doubt, the Company’s withholding of consent with respect to Seller’s or Seller’s Affiliate’s hiring of any person shall be deemed reasonable if the Company determines in good faith that (x) the hiring of such person by Seller or Seller’s Affiliates would be detrimental to the business of the Company or (y) such person has caused such firing to occur in order to circumvent the restrictions of this Section 3(b), (ii) if Seller or any of Seller’s Affiliates wishes to hire any such person or persons, it shall so notify the Company (the “Notice’), which Notice shall set forth the identity of the former employee or employees and request the consent of the Company to such hiring, and, if the Company fails to notify the Seller or the notifying Affiliate within ten (10) days of the Company’s receipt of the Notice to it that it is withholding its consent, the Company shall be deemed to have granted such consent and the Seller or the notifying Affiliate may proceed to hire such former employee or employees; and (iii) nothing herein shall prevent a member of the ▇▇▇▇▇▇▇▇ family from hiring any other member of the ▇▇▇▇▇▇▇▇ family; or (c) induce or attempt to induce any supplier, vendor or other business relation of the Company to cease doing business with the Company, or in any way interfere with the relationship between any such supplier, vendor, or other business relation and the Company (including, without limitation, making any negative statements or communications concerning the Company); provided that (x) the hiring of any legal counsel, accountant or financial advisor, and (y) following the end of the Non-Compete Period, the operation of any competitive business in the ordinary course of business, in each case, in and of itself, shall not constitute “interference” under this Section 3(c).

Nonsolicitation. For a In addition, during the Purchaser’s period of three employment with the Company or any of its Subsidiaries and for 12 months thereafter, Purchaser shall not (3and shall cause all of his (or her) years following the date hereof, Seller and each of Seller’s Affiliates shall not: not to) directly or indirectly through another entity or person (ai) induce or attempt to induce any employee of the Company Parent or any of its Subsidiaries (including the Company) to leave the employ of the Parent or any of its Subsidiaries (including the Company), or in any way interfere with the relationship between the Company Parent or any of its Subsidiaries (including the Company) and any employee thereof; provided that the placement of any general advertisement or general solicitation to the public at large shall not constitute “interference” under this clause , (a); (bii) hire directly or through another entity (in any capacity) any person who was an employee of the Company Parent or any of its subsidiaries as of Subsidiaries (including the Company) at any time during the one (1) year period immediately prior to the date hereof; provided that, with on which such hiring would take place (it being conclusively presumed by the Company’s prior written consent parties so as to avoid any disputes under this Section 7(b) that any such hiring within such one (which consent shall not unreasonably be withheld1) year period is in violation of Section 7(a) above), Seller and Seller’s Affiliates can hire any person who was an employee of the Company or any of its subsidiaries who has been fired by the Company or any of its subsidiaries; provided further that (i) for the avoidance of doubt, the Company’s withholding of consent with respect to Seller’s or Seller’s Affiliate’s hiring of any person shall be deemed reasonable if the Company determines in good faith that (x) the hiring of such person by Seller or Seller’s Affiliates would be detrimental to the business of the Company or (y) such person has caused such firing to occur in order to circumvent the restrictions of this Section 3(b), (ii) if Seller or any of Seller’s Affiliates wishes to hire any such person or persons, it shall so notify the Company (the “Notice’), which Notice shall set forth the identity of the former employee or employees and request the consent of the Company to such hiring, and, if the Company fails to notify the Seller or the notifying Affiliate within ten (10) days of the Company’s receipt of the Notice to it that it is withholding its consent, the Company shall be deemed to have granted such consent and the Seller or the notifying Affiliate may proceed to hire such former employee or employees; and (iii) nothing herein shall prevent a member of the ▇▇▇▇▇▇▇▇ family from hiring for so long as Purchaser has any other member of the ▇▇▇▇▇▇▇▇ family; or (cobligations under Section 7(a) induce above, call on, solicit or attempt to induce service any customer, supplier, vendor licensee, licensor or other business relation of the Company Parent or any of its Subsidiaries (including the Company) in order to induce or attempt to induce such Person to cease doing business with the Parent or any of its Subsidiaries (including the Company), or in any way interfere with the relationship between any such customer, supplier, vendor, licensee or other business relation and the Company Parent or any of its Subsidiaries (includingincluding the Company), without limitation, including making any negative statements or communications concerning about TB, the Parent or any of its Subsidiaries (including the Company); provided that ) or (xiv) initiate or engage in any discussions regarding an acquisition of, or Purchaser’s employment (whether as an employee, an independent contractor or otherwise) by, any businesses with which the hiring Parent or any of its Subsidiaries (including the Company) has entertained discussions or has requested and received information relating to the acquisition of such business by the Parent or any legal counsel, accountant or financial advisor, and of its Subsidiaries (yincluding the Company) following prior to the end termination of the Non-Compete Period, Purchaser’s employment with the operation of any competitive business in the ordinary course of business, in each case, in and of itself, shall not constitute “interference” under this Section 3(c)Company.

Nonsolicitation. For a period of three (3) years following the date hereof, Seller and each of Seller’s Affiliates shall not: (a) induce or attempt to induce any employee None of the Stockholder or any of its Subsidiaries shall (whether directly or indirectly through directors, officers, employees, representatives, advisors or other intermediaries), nor shall (directly or indirectly) the Stockholder authorize or permit any of its officers, directors, representatives, advisors or other intermediaries or Subsidiaries to: (i) solicit, initiate or knowingly encourage the submission of inquiries, proposals or offers from any Person (other than Parent) relating to any Company Acquisition Proposal, or agree to leave or endorse any Company Acquisition Proposal; (ii) enter into any agreement to (x) consummate any Company Acquisition Proposal, or (y) approve or endorse any Company Acquisition Proposal; (iii) enter into or participate in any discussions or negotiations in connection with any Company Acquisition Proposal or inquiry with respect to any Company Acquisition Proposal, or furnish to any Person (other than Parent) any non-public information with respect to its business, properties or assets in connection with any Company Acquisition Proposal; or (iv) agree to resolve to take or take any of the employ actions prohibited by clause (i), (ii) or (iii) of this sentence. The Stockholder shall immediately cease, and cause its representatives, advisors and other intermediaries to immediately cease, any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. The Stockholder shall promptly inform its representatives and advisors of the Stockholder’s obligations under this Section 3.3. Any violation of this Section 3.3 by any representative of the Stockholder or its Subsidiaries shall be deemed to be a breach of this Section 3.3 by the Stockholder. For purposes of this Section 3.3, the term “Person” means any person, corporation, entity or “group,” as defined in Section 13(d) of the Exchange Act, other than, with respect to the Stockholder, the Company or any Subsidiaries of the Company, or in any way interfere with the relationship between the Company and any employee thereof; provided that the placement of any general advertisement or general solicitation to the public at large shall not constitute “interference” under this clause (a);. (b) hire Notwithstanding the foregoing, the Stockholder, directly or indirectly through another entity any person who was an employee of its directors, officers, employees, representatives, advisors or other intermediaries, may, prior to the Company Stockholders Meeting, engage in negotiations or discussions with any Person (and its representatives, advisors and intermediaries) that has made an unsolicited bona fide written Company Acquisition Proposal not resulting from or arising out of its subsidiaries as a breach of the date hereof; provided that, with the Company’s prior written consent (which consent shall not unreasonably be withheld), Seller and Seller’s Affiliates can hire any person who was an employee Section 3.3(a) of the Company or any of its subsidiaries who has been fired by the Company or any of its subsidiaries; provided further that (i) for the avoidance of doubt, the Company’s withholding of consent with respect to Seller’s or Seller’s Affiliate’s hiring of any person shall be deemed reasonable if the Company determines in good faith that (x) the hiring of such person by Seller or Seller’s Affiliates would be detrimental this Agreement to the business of the Company or (y) such person has caused such firing to occur in order to circumvent the restrictions of this Section 3(b), (ii) if Seller or any of Seller’s Affiliates wishes to hire any such person or persons, it shall so notify the Company (the “Notice’), which Notice shall set forth the identity of the former employee or employees and request the consent of the Company to such hiring, and, if the Company fails to notify the Seller or the notifying Affiliate within ten (10) days of the Company’s receipt of the Notice to it extent that it is withholding its consent, the Company shall be deemed to have granted such consent and the Seller or the notifying Affiliate may proceed to hire such former employee or employees; and (iii) nothing herein shall prevent a member of the ▇▇▇▇▇▇▇▇ family from hiring any other member of the ▇▇▇▇▇▇▇▇ family; or (c) induce or attempt to induce any supplier, vendor or other business relation of the Company to cease doing business with the Company, or in any way interfere with the relationship between any such supplierits Subsidiaries and controlled Affiliates, vendorofficers, directors, representatives, advisors or other business relation and the Company (including, without limitation, making any negative statements or communications concerning the Company); provided that (x) the hiring of any legal counsel, accountant or financial advisor, and (y) following the end intermediaries are permitted to do so under Section 7.4 of the Non-Compete Period, the operation of any competitive business in the ordinary course of business, in each case, in and of itself, shall not constitute “interference” under this Section 3(c)Merger Agreement.

Nonsolicitation. For (i) The parties hereto acknowledge and agree that Executive’s performance of his duties under this Agreement is intended to comply with the restrictions set forth in the Severance Agreement. Accordingly, for the period extending from the date hereof through June 6, 2005, Executive shall not directly or indirectly (A) induce or attempt to induce any employee of VeriSign or a period Subsidiary of three VeriSign as of June 6, 2003 to leave the employ of such former employer or such Subsidiary or in any way interfere with the relationship between such former employer or any such Subsidiary and any employee thereof, (3B) years following sell, or be involved in any effort to sell, products or services to any customer of VeriSign Telecommunication Services as of June 6, 2003 for products or services of the type offered by Employer, unless such customer is a customer of the Employer as of the date hereof, Seller or (C) induce or attempt to induce any customer or supplier of VeriSign Telecommunication Services as of June 6, 2003 to cease doing business with VeriSign or a Subsidiary of VeriSign or in any way interfere with the relationship between any such customer or supplier and each VeriSign or a Subsidiary of Seller’s Affiliates shall not:VeriSign. (aii) During the Noncompete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company Company, Employer or their respective Subsidiaries to leave the employ of the Company, Employer or such Subsidiary, or in any way interfere with the relationship between the Company Company, Employer and any of their respective Subsidiaries and any employee thereof; provided that the placement of any general advertisement or general solicitation to the public at large shall not constitute “interference” under this clause , (a); (bii) hire directly or through another entity any person who was an employee of the Company or any of its subsidiaries as of the date hereof; provided that, with the Company’s prior written consent (which consent shall not unreasonably be withheld), Seller and Seller’s Affiliates can hire any person who was an employee of the Company Company, Employer or any of its subsidiaries who has been fired by the Company or any of its subsidiaries; provided further that (i) for the avoidance of doubt, the Company’s withholding of consent with respect to Seller’s or Seller’s Affiliate’s hiring of any person shall be deemed reasonable if the Company determines in good faith that (x) the hiring of such person by Seller or Seller’s Affiliates would be detrimental their respective Subsidiaries within one year prior to the business of the Company or (y) time such person has caused such firing to occur in order to circumvent the restrictions of this Section 3(b), (ii) if Seller or any of Seller’s Affiliates wishes to hire any such person or personsemployee was hired by Executive, it shall so notify the Company (the “Notice’), which Notice shall set forth the identity of the former employee or employees and request the consent of the Company to such hiring, and, if the Company fails to notify the Seller or the notifying Affiliate within ten (10) days of the Company’s receipt of the Notice to it that it is withholding its consent, the Company shall be deemed to have granted such consent and the Seller or the notifying Affiliate may proceed to hire such former employee or employees; and (iii) nothing herein shall prevent a member of the ▇▇▇▇▇▇▇▇ family from hiring any other member of the ▇▇▇▇▇▇▇▇ family; or (c) induce or attempt to induce any customer, supplier, vendor licensee or other business relation of the Company Company, Employer or any of their respective Subsidiaries to cease doing business with the Company, Employer or such Subsidiary or in any way interfere with the relationship between any such customer, supplier, vendor, licensee or other business relation and the Company and any Subsidiary or (including, without limitation, making iv) directly or indirectly acquire or attempt to acquire an interest in any negative statements or communications concerning business relating to the business of the Company); provided that (x) , Employer or any of their respective Subsidiaries and with which the hiring Company, Employer and any of their respective Subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business by the Company, Employer or any legal counsel, accountant or financial advisor, and (y) following the end of the Non-Compete Period, the operation of any competitive business their respective Subsidiaries in the ordinary course of business, in each case, in and of itself, shall not constitute “interference” under this Section 3(c)two-year period immediately preceding a Separation.

Nonsolicitation. For During the Term and for a period of three six (36) years months thereafter, if the Executive’s employment with the Employer is terminated in connection with a notice of termination provided by either party prior to the first anniversary of the Effective Time, and nine (9) months thereafter, if the Executive’s employment with the Employer is terminated in connection with a notice of termination provided by either party upon or following the date hereof, Seller and each of Seller’s Affiliates shall not: (a) induce or attempt to induce any employee first anniversary of the Company to leave Effective Time, the employ of the CompanyExecutive (i) will refrain, either alone or in association with others, from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting any way interfere Restricted Person (as defined herein), inducing or influencing any Restricted Person to terminate their relationship with the relationship between the Company and any employee thereof; provided that the placement of any general advertisement or general solicitation to the public at large shall not constitute “interference” under this clause (a); (b) hire directly or through another entity any person who was an employee of the Company Employer or any of its subsidiaries as (other than terminations of employment of subordinate employees undertaken in the course of the date hereof; provided that, Executive’s employment with the Company’s prior written consent Employer) or otherwise interfering in any material respect with said relationship; and (which consent shall not unreasonably be withheldii) will refrain, either alone or in association with others, from (x) soliciting any Restricted Business Partner (as defined herein) or (y) encouraging any Restricted Business Partner, in the case of each of clauses (x) and (y), Seller to terminate or otherwise modify adversely its business relationship with the Employer or any of its subsidiaries. The Executive understands that the restrictions set forth in this Section 8(f) are intended to protect the Employer’s interest in its Confidential Information and Seller’s Affiliates can hire any established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. For purposes of this Agreement, the term “Restricted Person” means each and every person who was an employee of employed by the Company Employer or any of its subsidiaries who has been fired within the twelve (12) month period preceding termination of the Executive’s employment and with whom the Executive, during such period, had supervisory responsibility or work-related contact, or about whom the Executive acquired Confidential Information relating to compensation, benefits, performance evaluations or services (in each case, excluding any such persons whose relationship with the Company or its subsidiaries was terminated by the Company or its subsidiaries without cause). For purposes of this Agreement, the term “Restricted Business Partner” means each and every customer, vendor, supplier, consultant and independent contractor with whom or with which the Employer or any of its subsidiaries; provided further that affiliates or subsidiaries has conducted business within the twelve (i12) for the avoidance of doubt, the Company’s withholding of consent with respect to Seller’s or Seller’s Affiliate’s hiring of any person shall be deemed reasonable if the Company determines in good faith that (x) the hiring of such person by Seller or Seller’s Affiliates would be detrimental to the business month period preceding termination of the Company Executive’s employment and with whom the Executive, during such twelve (12) month period, had business-related contact or (y) such person has caused such firing to occur in order to circumvent about which the restrictions of this Section 3(b), (ii) if Seller or any of Seller’s Affiliates wishes to hire any such person or persons, it shall so notify the Company (the “Notice’), which Notice shall set forth the identity Executive acquired Confidential Information by virtue of the former employee or employees and request the consent of the Company to such hiring, and, if the Company fails to notify the Seller or the notifying Affiliate within ten (10) days of the CompanyExecutive’s receipt of the Notice to it that it is withholding its consent, the Company shall be deemed to have granted such consent and the Seller or the notifying Affiliate may proceed to hire such former employee or employees; and (iii) nothing herein shall prevent a member of the ▇▇▇▇▇▇▇▇ family from hiring any other member of the ▇▇▇▇▇▇▇▇ family; or (c) induce or attempt to induce any supplier, vendor or other business relation of the Company to cease doing business employment relationship with the Company, or in any way interfere with the relationship between any such supplier, vendor, or other business relation and the Company (including, without limitation, making any negative statements or communications concerning the Company); provided that (x) the hiring of any legal counsel, accountant or financial advisor, and (y) following the end of the Non-Compete Period, the operation of any competitive business in the ordinary course of business, in each case, in and of itself, shall not constitute “interference” under this Section 3(c)Employer.

Nonsolicitation. For a period of three (3) years following the date hereof, Seller and each of Seller’s Affiliates shall not: (a) induce or attempt to induce any employee None of the Company Stockholder or any of its Subsidiaries shall (whether directly or indirectly through directors, officers, employees, representatives, advisors or other intermediaries), nor shall (directly or indirectly) the Stockholder authorize or permit any of its officers, directors, representatives, advisors or other intermediaries or Subsidiaries to: (i) solicit, initiate or knowingly encourage the submission of inquiries, proposals or offers from any Person (other than the Company) relating to leave the employ any Parent Acquisition Proposal, or agree to or endorse any Parent Acquisition Proposal; (ii) enter into any agreement to (x) consummate any Parent Acquisition Proposal, or (y) approve or endorse any Parent Acquisition Proposal; (iii) enter into or participate in any discussions or negotiations in connection with any Parent Acquisition Proposal or inquiry with respect to any Parent Acquisition Proposal, or furnish to any Person any non-public information with respect to its business, properties or assets in connection with any Parent Acquisition Proposal; or (iv) agree to resolve to take or take any of the Companyactions prohibited by clause (i), (ii) or (iii) of this sentence. The Stockholder shall immediately cease, and cause its representatives, advisors and other intermediaries to immediately cease, any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. The Stockholder shall promptly inform its representatives and advisors of the Stockholder’s obligations under this Section 3.3. Any violation of this Section 3.3 by any representative of the Stockholder or its Subsidiaries shall be deemed to be a breach of this Section 3.3 by the Stockholder. For purposes of this Section 3.3, the term “Person” means any person, corporation, entity or “group,” as defined in any way interfere Section 13(d) of the Exchange Act, other than, with the relationship between the Company and any employee thereof; provided that the placement of any general advertisement or general solicitation respect to the public at large shall not constitute “interference” under this clause (a);Stockholder, Parent or any Subsidiaries of Parent. (b) hire Notwithstanding the foregoing, the Stockholder, directly or indirectly through another entity its directors, officers, employees, representatives, advisors or other intermediaries, may, prior to the Parent Stockholders Meeting, engage in negotiations or discussions with any person who was Person (and its representatives, advisors and intermediaries) that has made an employee unsolicited bona fide written Parent Acquisition Proposal not resulting from or arising out of a breach of Section 3.3(a) of this Agreement to the extent that the Parent, its Subsidiaries and controlled Affiliates, officers, directors, representatives, advisors or other intermediaries are permitted to do so under Section 7.4 of the Company or any of its subsidiaries as of the date hereof; provided that, with the Company’s prior written consent (which consent shall not unreasonably be withheld), Seller and Seller’s Affiliates can hire any person who was an employee of the Company or any of its subsidiaries who has been fired by the Company or any of its subsidiaries; provided further that (i) for the avoidance of doubt, the Company’s withholding of consent with respect to Seller’s or Seller’s Affiliate’s hiring of any person shall be deemed reasonable if the Company determines in good faith that (x) the hiring of such person by Seller or Seller’s Affiliates would be detrimental to the business of the Company or (y) such person has caused such firing to occur in order to circumvent the restrictions of this Section 3(b), (ii) if Seller or any of Seller’s Affiliates wishes to hire any such person or persons, it shall so notify the Company (the “Notice’), which Notice shall set forth the identity of the former employee or employees and request the consent of the Company to such hiring, and, if the Company fails to notify the Seller or the notifying Affiliate within ten (10) days of the Company’s receipt of the Notice to it that it is withholding its consent, the Company shall be deemed to have granted such consent and the Seller or the notifying Affiliate may proceed to hire such former employee or employees; and (iii) nothing herein shall prevent a member of the ▇▇▇▇▇▇▇▇ family from hiring any other member of the ▇▇▇▇▇▇▇▇ family; or (c) induce or attempt to induce any supplier, vendor or other business relation of the Company to cease doing business with the Company, or in any way interfere with the relationship between any such supplier, vendor, or other business relation and the Company (including, without limitation, making any negative statements or communications concerning the Company); provided that (x) the hiring of any legal counsel, accountant or financial advisor, and (y) following the end of the Non-Compete Period, the operation of any competitive business in the ordinary course of business, in each case, in and of itself, shall not constitute “interference” under this Section 3(c)Merger Agreement.

Nonsolicitation. For a period of three (3) years following the date hereof, Seller and each of Seller’s Affiliates shall not: (a) From and after the Closing Date until the date 12 months after the Closing Date, Buyer shall not and shall cause its Affiliates (including the Company on or after the Closing) not to, directly or indirectly, solicit for employment any employees of Seller or its Affiliates (but, following the Closing, excluding the employees of the Company) with whom ▇▇▇▇▇ had substantial contact as a result of the transactions contemplated by this Agreement; provided, however, that the foregoing restriction shall not prohibit (i) the general solicitation of any such employees that is not specifically directed to any employees of Seller or its Affiliates, (ii) the hiring of any employee of Seller or its Affiliates that responds to any advertisement or solicitation described in clause (i), (iii) making offers of employment to or employing or hiring any employee of the Seller if Seller notified Buyer or its Affiliates in writing that following Closing, Seller does not intend to keep such employee employed, or such employee has stated to Buyer and Seller that such employee does not intend to remain employed with the Seller or its Affiliates following Closing, and (iv) soliciting or hiring any former employee of the Seller or its Affiliates who is not employed by the Seller or its 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 cause or induce such employee to no longer be employed by the Seller or its Affiliates in violation of this Section 5.21. (b) From and after the Closing Date until the date 24 months after the Closing Date, Seller shall not and shall cause its Affiliates not to, directly or indirectly, solicit for employment or in any other capacity any employee of the Company; provided, however, that the foregoing restriction shall not prohibit (i) the general solicitation of any such employees that is not specifically directed to any employees of the Company, (ii) the hiring of any employee of the Company that responds to leave the employ of the Company, or in any way interfere with the relationship between the Company and any employee thereof; provided that the placement of any general advertisement or general solicitation to the public at large shall not constitute “interference” under this described in clause (ai); , (biii) hire directly making offers of employment to or through another entity employing or hiring any person who was an employee of the Company if Buyer notified Seller or any of its subsidiaries as of the date hereof; provided thatAffiliates in writing that following Closing, Buyer does not intend to keep such employee employed, or such employee has stated to Buyer and Seller that such employee does not intend to remain employed with the Company’s prior written consent Company following Closing, and (which consent shall not unreasonably be withheld), Seller and Seller’s Affiliates can hire iv) soliciting or hiring any person who was an former employee of the Company or any of its subsidiaries who has been fired is not employed by the Company (Buyer or any its Affiliates after the Closing) at the time of its subsidiaries; provided further that (i) for the avoidance of doubt, the Company’s withholding of consent with respect to Seller’s such solicitation or Seller’s Affiliate’s hiring of any person shall be deemed reasonable if the Company determines in good faith that (x) the hiring of such person by employee and so long as Seller or Seller’s and its Affiliates would be detrimental to the business of the Company or (y) such person has caused such firing to occur in order to circumvent the restrictions of this Section 3(b), (ii) if Seller or any of Seller’s Affiliates wishes to hire any such person or personsdid not cause, it shall so notify the Company (the “Notice’), which Notice shall set forth the identity of the former employee or employees and request the consent of the Company to such hiring, and, if the Company fails to notify the Seller or the notifying Affiliate within ten (10) days of the Company’s receipt of the Notice to it that it is withholding its consent, the Company shall be deemed to have granted such consent and the Seller or the notifying Affiliate may proceed to hire such former employee or employees; and (iii) nothing herein shall prevent a member of the ▇▇▇▇▇▇▇▇ family from hiring any other member of the ▇▇▇▇▇▇▇▇ family; or (c) induce or attempt to cause or induce any supplier, vendor or other business relation of the Company such employee to cease doing business with the Company, or in any way interfere with the relationship between any such supplier, vendor, or other business relation and no longer be employed by the Company (including, without limitation, making any negative statements Buyer or communications concerning its Affiliates after the Company); provided that (xClosing) the hiring in violation of any legal counsel, accountant or financial advisor, and (y) following the end of the Non-Compete Period, the operation of any competitive business in the ordinary course of business, in each case, in and of itself, shall not constitute “interference” under this Section 3(c)5.21.

Nonsolicitation. For (a) The Seller covenants and agrees that from and after the Closing Date and until the [**] of the Closing Date, the Seller shall not, and shall cause Seller Parent and its controlled Subsidiaries not to, directly or indirectly, hire or solicit any Business Employee who is given an offer of employment by the Buyer in accordance with the terms of Section 4.7 (an “Offered Employee”) or encourage any Offered Employee to leave his or her employment or hire any Offered Employee who has left such employment; provided, however, that a general solicitation which is not directed specifically to Offered Employees, and the hiring of an Offered Employee through such general solicitation, shall not be deemed a violation hereof and provided, further, that nothing in this Section 4.4(a) shall apply to the hiring of (i) an Offered Employee whose employment with the Buyer has been terminated for a period of three at least [**] or (3ii) years following an Offered Employee who approached the date hereofSeller for employment on an unsolicited basis. (b) The Buyer covenants and agrees that from and after the Closing Date and until the [**] of the Closing Date, the Buyer shall not, and shall cause its controlled Subsidiaries not to, directly or indirectly, hire or solicit any employees of Seller Parent or any of its Subsidiaries that (i) are related to the MRT Program or (ii) the Buyer had contact with or obtained information about in connection with the Contemplated Transactions (each, a “Seller Employee”) or encourage any Seller Employee to leave his or her employment or hire any Seller Employee who has left such employment; provided, however, that a general solicitation which is not directed specifically to Seller Employees, and the hiring of a Seller Employee through such general solicitation, shall not be deemed a violation hereof and provided, further, that nothing in this Section 4.4(b) shall apply to the hiring of (i) a Seller Employee whose employment with Seller Parent or any of its Subsidiaries has been terminated for a period of at least [**] or (ii) a Seller Employee who approached the Buyer for employment on an unsolicited basis. (c) The parties acknowledge that the covenants set forth in this Section 4.4 are an essential element of this Agreement and that, but for these covenants, the parties would not have entered into this Agreement. The parties acknowledge that this Section 4.4 constitutes an independent covenant and shall not be affected by performance or nonperformance of any other provision of this Agreement or any other document contemplated by this Agreement and the Ancillary Agreements. The Seller, on behalf of itself, Seller Parent and each its controlled Subsidiaries, acknowledges and agrees that, in the event that the Seller, Seller Parent or one or more of Seller’s its controlled Subsidiaries breaches any of the provisions in this Section 4.4, the Buyer shall suffer immediate, irreparable injury and will, therefore, be entitled to seek injunctive relief, without the requirement of posting any bond or other security, in addition to any other damages to which it may be entitled, as well as reimbursement by the Seller of the reasonable costs and attorneys’ fees the Buyer incurs in successfully enforcing its rights under this Section 4.4. The Buyer, on behalf of itself and its controlled Affiliates, acknowledges and agrees that, in the event that the Buyer or one or more of its controlled Affiliates breaches any of the provisions in this Section 4.4, the Seller shall not:suffer immediate, irreparable injury and will, therefore, be entitled to seek injunctive relief, without the requirement of posting any bond or other security, in addition to any other damages to which it may be entitled, as well as reimbursement by the Buyer of the reasonable costs and attorneys’ fees the Seller incurs in successfully enforcing its rights under this Section 4.4. (ad) induce or attempt The parties acknowledge that the restrictions set forth in this Section 4.4 (i) are reasonably drawn with respect to induce any employee duration, scope, and otherwise, (ii) are not unduly burdensome, (iii) are not injurious to the public interest and (iv) are supported by adequate consideration. It is the intention of the Company to leave the employ parties that if any of the Companyrestrictions or covenants contained in this Section 4.4 is held to cover a geographic area or to be for a length of time which is not permitted by applicable Law, or in any way interfere with construed to be too broad or to any extent invalid, such restrictions or covenants shall not be construed to be null, void and of no effect, but to the relationship between extent such restrictions or covenants would be valid or enforceable under applicable Law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.4 to provide for a covenant having the Company maximum enforceable geographic area, time period and any employee thereof; provided other provisions that would be valid and enforceable under such applicable Law. The parties agree and intend that the placement of any general advertisement or general solicitation to the public at large shall not constitute “interference” under this clause (a); (b) hire directly or through another entity any person who was an employee of the Company or any of its subsidiaries as of the date hereof; provided that, with the Company’s prior written consent (which consent shall not unreasonably be withheld), Seller and Seller’s Affiliates can hire any person who was an employee of the Company or any of its subsidiaries who has been fired by the Company or any of its subsidiaries; provided further that (i) for the avoidance of doubt, the Company’s withholding of consent with respect to Seller’s or Seller’s Affiliate’s hiring of any person shall be deemed reasonable if the Company determines in good faith that (x) the hiring of such person by Seller or Seller’s Affiliates would be detrimental to the business of the Company or (y) such person has caused such firing to occur in order to circumvent the restrictions of this Section 3(b), (ii) if Seller or any of Seller’s Affiliates wishes to hire any such person or persons, it shall so notify the Company (the “Notice’), which Notice shall set forth the identity of the former employee or employees and request the consent of the Company to such hiring, and, if the Company fails to notify the Seller or the notifying Affiliate within ten (10) days of the Company’s receipt of the Notice to it that it is withholding its consent, the Company shall be deemed to have granted such consent and the Seller or the notifying Affiliate may proceed to hire such former employee or employees; and (iii) nothing herein shall prevent a member of the ▇▇▇▇▇▇▇▇ family from hiring any other member of the ▇▇▇▇▇▇▇▇ family; or (c) induce or attempt to induce any supplier, vendor or other business relation of the Company to cease doing business with the Company, or in any way interfere with the relationship between any such supplier, vendor, or other business relation and the Company (including, without limitation, making any negative statements or communications concerning the Company); provided that (x) the hiring of any legal counsel, accountant or financial advisor, and (y) following the end of the Non-Compete Period, the operation of any competitive business in the ordinary course of business, in each case, in and of itself, shall not constitute “interference” applicable obligations under this Section 3(c)4.4 be tolled during any period that a breaching party is finally determined to be in breach of any of the obligations under this Section 4.4, so that the non-breaching party is provided with the full benefit of the restrictive periods set forth herein.

Nonsolicitation. For a period of three (3) years following the date hereof, Seller and each of Seller’s Affiliates shall not: (a) induce or attempt Subject to induce any employee Section 3.3(b), none of the Stockholder or any of its Subsidiaries shall (whether directly or indirectly through Affiliates, directors, officers, employees, representatives, advisors or other intermediaries), nor shall (directly or indirectly) the Stockholder authorize or permit any of its officers, directors, representatives, advisors or other intermediaries or Subsidiaries to: (i) solicit, initiate or knowingly encourage the submission of inquiries, proposals or offers from any Person (other than Parent) relating to any Company Acquisition Proposal, or agree to leave the employ or endorse any Company Acquisition Proposal; (ii) enter into any agreement to (y) consummate any Company Acquisition Proposal, or (z) approve or endorse any Company Acquisition Proposal; (iii) enter into or participate in any discussions or negotiations in connection with any Company Acquisition Proposal or inquiry with respect to any Company Acquisition Proposal, or furnish to any Person any non-public information with respect to its business, properties or assets in connection with any Company Acquisition Proposal; or (iv) agree to resolve or take any of the Companyactions prohibited by clause (i), (ii) or (iii) of this sentence. The Stockholder shall immediately cease, and cause its representatives, advisors and other intermediaries to immediately cease, any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. The Stockholder shall promptly inform their representatives and advisors of the Stockholder’s obligations under this Section 3.3. Any violation of this Section 3.3 by any representative of the Stockholder or its Subsidiaries shall be deemed to be a breach of this Section 3.3 by the Stockholder. For purposes of this Section 3.3, the term “Person” means any person, corporation, entity or “group,” as defined in any way interfere Section 13(d) of the Exchange Act, other than, with the relationship between the Company and any employee thereof; provided that the placement of any general advertisement or general solicitation respect to the public at large shall not constitute Stockholder, Parent or any Subsidiaries of Parent. “interferenceCompany Acquisition Proposal” under this clause (a); (b) hire directly means any offer or through another entity any person who was an employee proposal for a merger, amalgamation, reorganization, recapitalization, consolidation, scheme of arrangement, share exchange, business combination or other similar transaction involving the Company or any of its subsidiaries as the Subsidiaries or any proposal or offer to acquire, directly or indirectly, securities representing more than 20% of the date hereof; provided that, with the Company’s prior written consent (which consent shall not unreasonably be withheld), Seller and Seller’s Affiliates can hire any person who was an employee voting power of the Company or any more than 20% of its subsidiaries who has been fired by the Company or any of its subsidiaries; provided further that (i) for the avoidance of doubt, the Company’s withholding of consent with respect to Seller’s or Seller’s Affiliate’s hiring of any person shall be deemed reasonable if the Company determines in good faith that (x) the hiring of such person by Seller or Seller’s Affiliates would be detrimental to the business assets of the Company or (y) such person has caused such firing to occur in order to circumvent the restrictions of this Section 3(b), (ii) if Seller or any of Seller’s Affiliates wishes to hire any such person or persons, it shall so notify the Company (the “Notice’), which Notice shall set forth the identity of the former employee or employees and request the consent of the Company to such hiring, and, if the Company fails to notify the Seller or the notifying Affiliate within ten (10) days of the Company’s receipt of the Notice to it that it is withholding its consent, the Company shall be deemed to have granted such consent and the Seller or Subsidiaries taken as a whole, other than the notifying Affiliate may proceed to hire such former employee or employees; and (iii) nothing herein shall prevent a member Amalgamation contemplated by the Plan of the ▇▇▇▇▇▇▇▇ family from hiring any other member of the ▇▇▇▇▇▇▇▇ family; or (c) induce or attempt to induce any supplier, vendor or other business relation of the Company to cease doing business with the Company, or in any way interfere with the relationship between any such supplier, vendor, or other business relation Amalgamation and the Company (including, without limitation, making any negative statements or communications concerning the Company); provided that (x) the hiring of any legal counsel, accountant or financial advisor, and (y) following the end of the Non-Compete Period, the operation of any competitive business in the ordinary course of business, in each case, in and of itself, shall not constitute “interference” under this Section 3(c)Amalgamation Agreement.

Nonsolicitation. For (i) Unless otherwise agreed to in writing by the Seller or as otherwise permitted in the Sales Representative Agreement, for a period commencing on the Closing Date and ending on the second anniversary of three the Closing Date (3) years following the date hereof“Nonsolicitation Period”), Seller and each of Seller’s Affiliates the Purchaser shall not: (a) induce , directly or attempt to induce indirectly, for itself or on behalf of or in conjunction with any other person nor shall it permit any of its subsidiaries, Affiliates or Representatives to, directly or indirectly, call upon any person who is, at the time the person is called upon, an employee of the Company to leave Seller Parties or any Affiliate of the Seller Parties, for the purpose or with the intent of soliciting such employee away from or out of the employ of the CompanySeller, or in any way interfere with the relationship between the Company and any employee thereof; provided that the placement of any general advertisement employ or general solicitation offer employment to the public at large shall not constitute “interference” under this clause (a); (b) hire directly or through another entity any person who was or is employed by the Seller unless such person shall have ceased to be employed by the Seller for a period of at least six months. (ii) Unless otherwise agreed to in writing by the Purchaser or as otherwise permitted in the Sales Representative Agreement, during the Nonsolicitation Period, the Seller shall not, directly or indirectly, for itself or on behalf of or in conjunction with any other person, nor shall it permit any of its subsidiaries, Affiliates or Representatives to, directly or indirectly, call upon any Continuing Employee or any person who is, at the time the person is called upon, an employee of the Company Purchaser for the purpose or any with the intent of its subsidiaries as soliciting such employee away from or out of the date hereof; provided thatemploy of the Purchaser, with the Company’s prior written consent (which consent shall not unreasonably be withheld), Seller and Seller’s Affiliates can hire or employ or offer employment to any person who was an employee of the Company or any of its subsidiaries who has been fired is employed by the Company or any of its subsidiaries; provided further that (i) for the avoidance of doubt, the Company’s withholding of consent with respect to Seller’s or Seller’s Affiliate’s hiring of any Purchaser unless such person shall have ceased to be deemed reasonable if employed by the Company determines in good faith that (x) the hiring Purchaser for a period of such person by Seller or Seller’s Affiliates would be detrimental to the business of the Company or (y) such person has caused such firing to occur in order to circumvent the restrictions of this Section 3(b), (ii) if Seller or any of Seller’s Affiliates wishes to hire any such person or persons, it shall so notify the Company (the “Notice’), which Notice shall set forth the identity of the former employee or employees and request the consent of the Company to such hiring, and, if the Company fails to notify the Seller or the notifying Affiliate within ten (10) days of the Company’s receipt of the Notice to it that it is withholding its consent, the Company shall be deemed to have granted such consent and the Seller or the notifying Affiliate may proceed to hire such former employee or employees; andat least six months. (iii) nothing herein This Section 10.3 shall prevent not be deemed to prohibit the Purchaser or the Seller from engaging in general media advertising or solicitation that may be targeted to a member particular geographic or technical area but that is not targeted towards current employees of the ▇▇▇▇▇▇▇▇ family from hiring any other member Seller (in the case of the ▇▇▇▇▇▇▇▇ family; orPurchaser ) or the Purchaser (in the case of the Seller). (civ) induce For purposes of this Section 10.3, references to the “Seller” or attempt the “Seller Parties” includes the Seller and the Seller Parties, as the case may be, and each of its subsidiaries, and references to induce any supplier, vendor or other business relation the “Purchaser” include each subsidiary of the Company to cease doing business with the Company, or in any way interfere with the relationship between any such supplier, vendor, or other business relation and the Company (including, without limitation, making any negative statements or communications concerning the Company); provided that (x) the hiring of any legal counsel, accountant or financial advisor, and (y) following the end of the Non-Compete Period, the operation of any competitive business in the ordinary course of business, in each case, in and of itself, shall not constitute “interference” under this Section 3(c)Purchaser.

Nonsolicitation. For (a) Seller agrees that for a period of three (3) two full years following after the date hereofClosing Date, without Buyer’s prior written consent, neither Seller and each nor any of Seller’s its Affiliates shall not: (ai) induce solicit the employment or attempt to induce services (whether as an employee, consultant, independent contractor or otherwise) of any employee of the Company to leave the employ Business Employees specified on Schedule 7.07(a) or (ii) hire any of the Company, or in any way interfere with the relationship between the Company and any employee thereofsuch Business Employees; provided that the placement of any general advertisement or general solicitation to the public at large this Section 7.07(a) shall not constitute “interference” under this clause (a);apply with respect to any such Business Employee whose employment has been terminated by Buyer or its Affiliates as part of a reduction in force. (b) hire directly Seller agrees that for a period of two full years after the Closing Date, without Buyer’s prior written consent, neither Seller nor any of its Affiliates shall (i) solicit the employment or through another entity services (whether as an employee, consultant, independent contractor or otherwise) of any person who was an employee of the Company Business Employees who are not covered by Section 7.07(a) and who as of the date hereof are within Seller’s compensation bands 0-3 or (ii) hire any of such Business Employees; provided that this Section 7.07(b) shall not apply with respect to any such Business Employee (x) whose employment has been terminated by Buyer or its Affiliates as part of a reduction in force, (y) whose employment has otherwise been terminated by Buyer or its Affiliates at least three months prior to such solicitation or hiring by Seller or any of its subsidiaries as of the date hereof; provided that, with the Company’s Affiliates or (z) who has voluntarily terminated his or her employment at least six months prior written consent (which consent shall not unreasonably be withheld), to such solicitation or hiring by Seller and Seller’s Affiliates can hire any person who was an employee of the Company or any of its subsidiaries Affiliates. (c) Seller agrees that for a period of two full years after the Closing Date, without Buyer’s prior written consent, neither Seller nor any of its Affiliates shall solicit the employment or services (whether as an employee, consultant, independent contractor or otherwise) of any of the Business Employees not covered by Section 7.07(a) or Section 7.07(b) who are offered employment by Buyer pursuant to Section 9.01(a) or Section 9.02 and who accept such employment; provided that this Section 7.07(c) shall not apply with respect to any such Business Employee (x) whose employment has been fired terminated by the Company Buyer or its Affiliates as part of a reduction in force, (y) whose employment has otherwise been terminated by Buyer or its Affiliates at least three months prior to such solicitation by Seller or any of its subsidiaries; provided further that (i) for the avoidance of doubt, the Company’s withholding of consent with respect to Seller’s or Seller’s Affiliate’s hiring of any person shall be deemed reasonable if the Company determines in good faith that (x) the hiring of such person by Seller or Seller’s Affiliates would be detrimental to the business of the Company or (yz) who has voluntarily terminated his or her employment at least six months prior to such person has caused such firing to occur in order to circumvent the restrictions of this Section 3(b), (ii) if solicitation by Seller or any of its Affiliates. (d) Seller agrees that for a period of six months after the Closing Date, without Buyer’s prior written consent, neither Seller nor any of its Affiliates shall hire any of the Business Employees not covered by Section 7.07(a) or Section 7.07(b) who are offered employment by Buyer pursuant to Section 9.01(a) or Section 9.02 but do not accept such employment. (e) Buyer agrees that for a period of two full years after the Closing Date, without Seller’s prior written consent, neither Buyer nor any of its Affiliates wishes to hire any such person shall solicit the employment or personsservices of (whether as an employee, it shall so notify the Company (the “Notice’consultant, independent contractor or otherwise), which Notice shall set forth the identity or hire, any of the former employee or employees of Seller and request the consent of the Company to such hiring, and, if the Company fails to notify the Seller or the notifying Affiliate within ten (10) days of the Company’s receipt of the Notice to it that it is withholding its consent, the Company shall be deemed to have granted such consent and the Seller or the notifying Affiliate may proceed to hire such former employee or employees; and (iii) nothing herein shall prevent a member of the ▇▇▇▇▇▇▇▇ family from hiring any other member of the ▇▇▇▇▇▇▇▇ family; or (c) induce or attempt to induce any supplier, vendor or other business relation of the Company to cease doing business with the Company, or in any way interfere with the relationship between any such supplier, vendor, or other business relation and the Company (including, without limitation, making any negative statements or communications concerning the CompanyAffiliates specified on Schedule 7.07(e); provided that this Section 7.07(e) shall not apply with respect to any such employee of Seller and its Affiliates (xi) whose employment has been terminated by Seller or its Affiliates prior to such solicitation or hiring by Buyer or any of its Affiliates or (ii) who has voluntarily terminated his or her employment at least six months prior to such solicitation or hiring by Buyer or any of its Affiliates. (f) For purposes of this Section 7.07, the hiring term “solicit the employment or services” shall not be deemed to include an individual’s otherwise unsolicited expression of any legal counsel, accountant or financial advisor, and (y) following interest in a position where the end individual learns of the Non-Compete Period, job opening through generalized searches through media advertisements of general circulation or open job fairs or through the operation efforts of any competitive business an employment search firm not retained by such individual. (g) Notwithstanding anything to the contrary in the ordinary course of business, in each case, in and of itself, shall not constitute “interference” under this Section 3(c)7.07, Seller may solicit and hire as a consultant for litigation support services any Person after their employment relationship with Buyer shall have terminated.

Nonsolicitation. For a period Executive recognizes and acknowledges that it is --------------- essential for the proper protection of three (3) years following the date hereof, Seller and each of Seller’s Affiliates shall not: (a) induce or attempt to induce any employee business of the Company to leave and its affiliated companies that Executive be restrained for a reasonable period following the employ termination of the Company, or in any way interfere Executive's employment with the relationship between the Company and its affiliated companies from: (i) soliciting or inducing any employee thereof; provided that the placement of any general advertisement or general solicitation to the public at large shall not constitute “interference” under this clause (a); (b) hire directly or through another entity any person who was an employee of the Company or any of its subsidiaries as affiliated companies to leave the employ of the date hereofCompany or any of its affiliated companies; provided that, with the Company’s prior written consent (which consent shall not unreasonably be withheld), Seller and Seller’s Affiliates can ii) hiring or attempting to hire any person who was an employee of the Company or any of its subsidiaries who has been fired affiliated companies; or (iii) directly and personally soliciting the trade of or trading with the customers of the Company or any of its affiliated companies for any competitive business purpose. Accordingly, Executive agrees that during the Term of his employment hereunder, and for the Restricted Period thereafter following the termination of Executive's employment with the Company and its affiliated companies for any reason, Executive shall not, (x) directly or indirectly, hire, solicit, aid in or encourage the hiring and/or solicitation of, contract with, aid in or encourage the contracting with, or induce or encourage to leave the employment of the Company or any of its affiliated companies, any employee of the Company or any of its affiliated companies; or (y) directly and personally solicit, or use Confidential Information to aid in the solicitation of, contract with, or service any person or entity which is, or was, within two (2) years prior to the termination of Executive's employment with the Company and its affiliated companies, a customer or client of the Company or any of its affiliated companies for the purpose of offering or selling a product or service competitive with any of those offered by the Company or any of its subsidiaries; provided further that (iaffiliated companies. Notwithstanding the foregoing, nothing in this Paragraph 7(d) for the avoidance of doubt, the Company’s withholding of consent shall prohibit Executive from providing references on an unsolicited basis with respect to Seller’s or Seller’s Affiliate’s hiring of any person shall be deemed reasonable if the Company determines in good faith that (x) the hiring of such person by Seller or Seller’s Affiliates would be detrimental to the business of the Company or (y) such person has caused such firing to occur in order to circumvent the restrictions of this Section 3(b), (ii) if Seller or any of Seller’s Affiliates wishes to hire any such person or persons, it shall so notify the Company (the “Notice’), which Notice shall set forth the identity of the former employee or employees and request the consent of the Company to such hiring, and, if the Company fails to notify the Seller or the notifying Affiliate within ten (10) days of the Company’s receipt . For purposes of the Notice to it that it is withholding its consentthis Paragraph 7(d), the Company "Restricted Period" shall be deemed to have granted such consent and be equal to the Seller or longer of (i) two (2) years following the notifying Affiliate may proceed to hire such former employee or employees; and (iii) nothing herein shall prevent a member termination of the ▇▇▇▇▇▇▇▇ family from hiring Executive's employment for any other member of the ▇▇▇▇▇▇▇▇ family; or (c) induce or attempt to induce any supplier, vendor or other business relation of the Company to cease doing business with the Companyreason, or in any way interfere with the relationship between any such supplier, vendor, or other business relation and the Company (including, without limitation, making any negative statements or communications concerning the Company); provided that (xii) the hiring period during which Executive is receiving salary continuation payments hereunder. This Paragraph 7(d) shall survive the termination or expiration of any legal counsel, accountant or financial advisor, and (y) following the end of the Non-Compete Period, the operation of any competitive business in the ordinary course of business, in each case, in and of itself, shall not constitute “interference” under this Section 3(c)Agreement.

Nonsolicitation. For a period of three (3) years following From and after the date hereofClosing Date, the Seller and each of Seller’s Affiliates shall not: (a) induce agrees that it will not take any action or attempt permit or cause any action to induce any employee of the Company to leave the employ of the Company, or in any way interfere with the relationship between the Company and any employee thereof; provided that the placement of any general advertisement or general solicitation to the public at large shall not constitute “interference” under this clause (a); (b) hire directly or through another entity any person who was an employee of the Company or be taken by any of its subsidiaries as of agents or affiliates, or by any independent contractors on the date hereof; provided thatSeller's behalf, with to personally, by telephone, by mail, or electronically by e-mail or through the Company’s internet or otherwise, solicit the borrower or obligor under any Mortgage Loan to refinance the Mortgage Loan, in whole or in part, without the prior written consent (which consent shall not unreasonably be withheld), Seller and Seller’s Affiliates can hire any person who was an employee of the Company or Purchaser. It is understood and agreed that all rights and benefits relating to the solicitation of any Mortgagors to refinance any Mortgage Loans and the attendant rights, title and interest in and to the list of its subsidiaries who has been fired such Mortgagors and data relating to their Mortgages (including insurance renewal dates) shall be transferred to the Purchaser pursuant hereto on the Closing Date and the Seller shall take no action to undermine these rights and benefits. Notwithstanding the foregoing, it is understood and agreed that promotions undertaken by the Company or any of its subsidiaries; provided further that (i) for the avoidance of doubt, the Company’s withholding of consent with respect to Seller’s or Seller’s Affiliate’s hiring of any person shall be deemed reasonable if the Company determines in good faith that (x) the hiring of such person by Seller or Seller’s Affiliates would be detrimental to the business of the Company or (y) such person has caused such firing to occur in order to circumvent the restrictions of this Section 3(b), (ii) if Seller or any of Seller’s Affiliates wishes to hire any such person or persons, it shall so notify the Company (the “Notice’), which Notice shall set forth the identity affiliate of the former employee Seller that are directed to the general public at large, or employees and request the consent segments thereof, provided that no segment shall consist primarily of the Company to such hiringborrowers or obligors under the Mortgage Loans, and, if the Company fails to notify the Seller or the notifying Affiliate within ten (10) days of the Company’s receipt of the Notice to it that it is withholding its consent, the Company shall be deemed to have granted such consent and the Seller or the notifying Affiliate may proceed to hire such former employee or employees; and (iii) nothing herein shall prevent a member of the ▇▇▇▇▇▇▇▇ family from hiring any other member of the ▇▇▇▇▇▇▇▇ family; or (c) induce or attempt to induce any supplier, vendor or other business relation of the Company to cease doing business with the Company, or in any way interfere with the relationship between any such supplier, vendor, or other business relation and the Company (including, without limitation, making any negative statements or communications concerning the Company); provided that (x) the hiring of any legal counselmass mailing based on commercially acquired mailing lists, accountant or financial advisornewspaper, radio and (y) following the end of the Non-Compete Period, the operation of any competitive business in the ordinary course of business, in each case, in and of itself, television advertisements shall not constitute “interference” solicitation under this Section 3(c)27, nor shall efforts undertaken by the Servicer to direct borrowers who are determined to be in the course of refinancing a Mortgage Loan to conduct such refinance with the Servicer's affiliated originator be deemed to constitute impermissible solicitation under this Section 27, provided that such efforts shall not be intended to cause the refinance of a Mortgage Loan that would not otherwise have been refinanced or have the effect of increasing the rate at which the Mortgage Loans are prepaid. This Section 27 shall not be deemed to preclude the Seller or any of its affiliates from soliciting any Mortgagor for any other financial products or services. The Seller shall use its best efforts to prevent the sale of the name of any Mortgagor to any Person who is not an affiliate of the Seller.

Nonsolicitation. For Each of Sellers, on the one hand, and Buyer and Zone Trading, on the other hand, agree that, during the period beginning on the First Closing Date and continuing for a period of three one (31) years following year after the date hereofEmployee Transition Deadline (provided that if the Second Closing Date occurs after the Employee Transition Deadline but before December 31, Seller and each 2004, such period shall be extended to one (1) year after the Second Closing Date), it will not, without the prior written consent of Seller’s the other party, directly or indirectly, on behalf of itself, any of its Affiliates shall not: or any other Person, (a) induce hire or attempt to induce solicit any employee of Person who is or at any time within the Company to leave the employ of the Company, or in any way interfere with the relationship between the Company and any employee thereof; provided that the placement of any general advertisement or general solicitation to the public at large shall not constitute “interference” under this clause preceding twelve (a); (b12) hire directly or through another entity any person who months was an employee or officer of the Company other party or any of its subsidiaries as of the date hereof; provided thatAffiliates, (b) encourage any such Person to terminate such employment or relationship with the Company’s prior written consent (which consent shall not unreasonably be withheld), Seller and Seller’s Affiliates can hire any person who was an employee of the Company other party or any of its subsidiaries who has been fired by Affiliates or to modify such employment or relationship in any way that is detrimental to the Company other party or any of its subsidiaries; Affiliates, or (c) confer, discuss or otherwise communicate with any such Person regarding any of the foregoing matters. Sellers agree that the restrictions imposed on Sellers by this Section shall also prohibit Sellers from engaging in any of the foregoing activities with any member, partner or other owner of Buyer, Zone Trading or any of their respective Affiliates. Notwithstanding the foregoing, this Section 4.16 shall not prohibit (i) Buyer or Zone Trading from making offers of employment, partnership or membership to the Employees or establishing such relationships with the Transferred Employees in accordance with Article 5, (ii) Sellers’ utilization of the services of any Seller Assigned Employee in accordance with the provisions of Section 5.2 hereof or (iii) Buyer, Sellers or Zone Trading from (x) soliciting any of such Persons through general advertisements (but not including the actions of any recruitment agency or search firm and provided further that (i) for , such exception applies to solicitation only and does not permit the avoidance of doubt, the Company’s withholding of consent with respect to Seller’s or Seller’s Affiliate’s hiring of any person shall be deemed reasonable if the Company determines in good faith that (xsuch Persons) the hiring of such person by Seller or Seller’s Affiliates would be detrimental to the business of the Company or (y) such person has caused such firing to occur in order to circumvent the restrictions of this Section 3(b), (ii) if Seller or undertaking any of Seller’s Affiliates wishes to hire any such person or persons, it shall so notify the Company actions prohibited by clauses (the “Notice’), which Notice shall set forth the identity of the former employee or employees and request the consent of the Company to such hiring, and, if the Company fails to notify the Seller or the notifying Affiliate within ten (10a) days of the Company’s receipt of the Notice to it that it is withholding its consent, the Company shall be deemed to have granted such consent and the Seller or the notifying Affiliate may proceed to hire such former employee or employees; and (iii) nothing herein shall prevent a member of the ▇▇▇▇▇▇▇▇ family from hiring any other member of the ▇▇▇▇▇▇▇▇ family; or through (c) induce or attempt to induce if such Person was terminated by any supplierSeller, vendor or other business relation of on the Company to cease doing business with the Companyone hand, or in any way interfere with Buyer or Zone Trading, on the relationship between any such supplier, vendor, or other business relation and the Company (including, without limitation, making any negative statements or communications concerning the Company); provided that (x) the hiring of any legal counsel, accountant or financial advisor, and (y) following the end of the Non-Compete Period, the operation of any competitive business in the ordinary course of business, in each case, in and of itself, shall not constitute “interference” under this Section 3(c)hand.

Nonsolicitation. For (i) Prior to the earlier of the Closing or the termination of this Agreement pursuant to Section 7.01, the Company may not, nor will it permit its directors, officers, employees, or representatives to, directly or indirectly, (A) solicit, initiate or encourage the submission of, any Company Takeover Proposal (as defined below) or (B) participate in any discussions or negotiations regarding or furnish to any person any information with respect to or take any other action to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Company Takeover Proposal; provided, however, that if the Company receives a period proposal or offer that was not solicited and did not otherwise result from a breach of three this Section 4.01(a) and that the Board believes in good faith could result in a third party making a Superior Proposal (3as defined below), subject to compliance with Section 4.01(a)(ii), the Company may (x) years following the date hereof, Seller and each of Seller’s Affiliates shall not: (a) induce or attempt furnish information with respect to induce any employee of the Company to leave the employ person or entity making such a proposal or offer pursuant to a customary confidentiality agreement and (y) participate in discussions or negotiations with such person or entity regarding such proposal or offer. (ii) The Company will promptly advise the Purchaser of any Company Takeover Proposal or inquiry with respect to or that could reasonably be expected to lead to any Company Takeover Proposal, the identity of the Company, person or in entity making any way interfere such Company Takeover Proposal or inquiry and the material terms thereof. The Company will keep the Purchaser fully informed of the status of any such Company Takeover Proposal or inquiry and provide the Purchaser promptly with the relationship between copies of all written material provided to the Company and from any employee thereof; provided that the placement of third party in connection with any general advertisement or general solicitation to the public at large shall not constitute “interference” under this clause (a);Company Takeover Proposal. (biii) hire directly For purposes of this Section 4.01(a), a "Company Takeover Proposal" means any proposal or through another entity any person who was an employee of offer for a merger, consolidation, dissolution, liquidation, recapitalization or other business combination involving the Company or any of its subsidiaries as of Company subsidiary, any proposal or offer for the date hereof; provided that, with the Company’s prior written consent (which consent shall not unreasonably be withheld), Seller and Seller’s Affiliates can hire any person who was an employee of the Company or any of its subsidiaries who has been fired issuance by the Company or any Company subsidiary of its subsidiaries; provided further thatequity securities or any proposal or offer to acquire in any manner, directly or indirectly, any interest in any voting securities of, or a substantial portion of the assets of, the Company or any Company subsidiary, other than the transactions contemplated by this Agreement. (iiv) For purposes of this Section 4.01(a), a "Superior Proposal" means any proposal made by a third party to acquire, directly or indirectly, including pursuant to a tender offer, exchange offer, merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction, for consideration consisting of cash and/or securities, more than 50% of the avoidance combined voting power of doubt, the shares of the Company’s withholding 's capital stock then outstanding or all or substantially all of consent with respect the Company's assets and otherwise on terms which the Board determines in its good faith judgment (A) is reasonably capable of being completed, taking into account all legal, financial, regulatory and other aspects of the proposal and the third party making such proposal and (B) presents, in its entirety, more favorable terms, financial and otherwise, taken as a whole, to Seller’s or Seller’s Affiliate’s hiring the Company and its shareholders, than the terms of the proposal made by this Agreement. (v) The Parties acknowledge and agree that the Company will not be considered to have breached this Section 4.01(a) as a result of any person shall be deemed reasonable if action taken by the Company Purchaser. (vi) Unless the Board or special committee determines in good faith after consultation with counsel that (x) the hiring failure to do so would constitute a breach of such person by Seller or Seller’s Affiliates would be detrimental its fiduciary duties to the business Company's stockholders under applicable law, neither the Board nor any committee thereof may (A) withdraw or modify, or publicly propose to withdraw or modify, in any manner adverse to the Purchaser, its approval of the Company transactions contemplated by this Agreement, (B) approve or enter into any letter of intent, agreement in principle, acquisition agreement or similar agreement or (yC) such person has caused such firing approve or recommend, or propose to occur in order to circumvent approve or recommend, any Company Takeover Proposal that is not a Superior Proposal. Notwithstanding the restrictions of this Section 3(b), (ii) if Seller or any of Seller’s Affiliates wishes to hire any such person or persons, it shall so notify the Company (the “Notice’), which Notice shall set forth the identity of the former employee or employees and request the consent of the Company to such hiring, andforegoing, if the Company fails to notify the Seller or the notifying Affiliate within ten (10) days of the Company’s receipt of the Notice to it that it is withholding its consenthas received a Superior Proposal, the Company shall be deemed to have granted may accept such consent proposal and the Seller or the notifying Affiliate may proceed to hire such former employee or employees; and (iii) nothing herein shall prevent a member of the ▇▇▇▇▇▇▇▇ family from hiring any other member of the ▇▇▇▇▇▇▇▇ family; or (c) induce or attempt to induce any supplier, vendor or other business relation of the Company to cease doing business with the Company, or in any way interfere with the relationship between any such supplier, vendor, or other business relation and the Company (including, without limitation, making any negative statements or communications concerning the Company); provided that (x) the hiring of any legal counsel, accountant or financial advisor, and (y) following the end of the Non-Compete Period, the operation of any competitive business terminate this Agreement in the ordinary course of business, in each case, manner provided in and of itself, shall not constitute “interference” under this subject to compliance with Section 3(c)7.01.

Nonsolicitation. For a During the period of three commencing on the Closing Date and ending on the eighteen (318) years following the date hereof, Seller and each of Seller’s Affiliates shall not: (a) induce or attempt to induce any employee month anniversary of the Company to leave the employ of the Company, or in any way interfere with the relationship between the Company and any employee thereof; provided that the placement of any general advertisement or general solicitation to the public at large shall not constitute “interference” under this clause (a); (b) hire directly or through another entity any person who was an employee of the Company or any of its subsidiaries as of the date hereof; provided that, with the Company’s prior written consent (which consent shall not unreasonably be withheld), Seller and Seller’s Affiliates can hire any person who was an employee of the Company or any of its subsidiaries who has been fired by the Company or any of its subsidiaries; provided further thatClosing Date: (i) for Seller Parent will not, and will cause its Subsidiaries not to (and will not direct any Affiliate or third party search firm retained by it and acting on its behalf to) hire or employ, or solicit the avoidance employment of, or make or extend any offer of doubtemployment to, the Company’s withholding of consent with respect to Seller’s or Seller’s Affiliate’s hiring of any person shall be deemed reasonable if the Company determines in good faith Transferred Employee; provided that (x) the hiring of such person by Seller or Seller’s Affiliates would be detrimental to the business of the Company or (y) such person has caused such firing to occur in order to circumvent the restrictions of this Section 3(b5.15(b)(i) will cease to apply to any such Person after the three (3)-month anniversary of the date of termination of his or her employment with Buyer (or Buyer’s applicable Affiliate),. Nothing in this Section 5.15(b)(i) will restrict or prevent Seller Parent or any of its Subsidiaries from making generalized searches for employees by the use of advertisements in the media of any form (including trade media) or by engaging search firms provided that they are not instructed to solicit the employees described in this Section 5.15(b)(i) or, in either case, hiring any employee who responds to such generalized searches or search firm solicitations. (ii) if Seller Buyer will not, and will cause its Subsidiaries not to, hire or employ, or solicit the employment of, or make or extend any offer of Seller’s Affiliates wishes to hire employment to, any such person employee or persons, it shall so notify the Company (the “Notice’), which Notice shall set forth the identity independent contractor of the former employee or employees and request Seller located at the consent of the Company to such hiring, and, if the Company fails to notify the Seller or the notifying Affiliate within ten (10) days of the Company’s receipt of the Notice to it that it is withholding its consent, the Company shall be deemed to have granted such consent and the Seller or the notifying Affiliate may proceed to hire such former employee or employees; and (iii) nothing herein shall prevent a member of the ▇C▇▇▇▇▇▇▇ family from hiring any other member of the ▇▇▇▇▇▇▇▇ family; or (c) induce or attempt to induce any supplier, vendor or other business relation of the Company to cease doing business with the Company, or in any way interfere with the relationship between any such supplier, vendor, or other business relation and the Company (including, without limitation, making any negative statements or communications concerning the Company)Facility; provided that the restrictions of this Section 5.15(b)(ii) will cease to apply to any such Person after the three (x3)-month anniversary of the date of termination of his or her employment with Seller. Nothing in this Section 5.15(b)(ii) will restrict or prevent the hiring Buyer or any of its Subsidiaries from making generalized searches for employees by the use of advertisements in the media of any legal counselform (including trade media) or by engaging search firms provided that they are not instructed to solicit the employees described in this Section 5.15(b)(ii) or, accountant in either case, hiring any employee who responds to such generalized searches or financial advisorsearch firm solicitations. Prior to the Closing, without the prior written consent of the Buyer, the Seller and Seller Parent shall not take any action, and (y) following shall cause their Subsidiaries not to take any action, such that any Person who would have otherwise been a Business Employee becomes an employee of or other service provider to the end of Seller, Seller Parent or any Affiliate thereof with respect to the Non-Compete Period, the operation of any competitive business in the ordinary course of business, in each case, in and of itself, shall not constitute “interference” under this Section 3(c)Other Businesses.

Nonsolicitation. For a (a) Buyer agrees that, for the period commencing on the Closing Date and expiring upon the second anniversary thereof, neither Buyer nor any of three (3) years following its Affiliates will directly or indirectly without the date hereof, Seller and each prior written consent of Seller’s Affiliates shall not: , (ai) induce or attempt to induce any supplier of Seller to cease to supply, or to restrict or vary supply terms, to Seller with respect to any business other than the Business, (ii) solicit, induce or attempt to solicit, or induce any customer of Seller to cease to procure services from, or to restrict or vary service terms procured from, Seller with respect to any business other than the Business, (iii) solicit, request, entice or induce any officer or employee to terminate his/her employment with Seller with or without an intention to hire, employ or attempt to hire or employ him/her, excluding Transferred Employees, or (iv) hire or assist any other Person in hiring any officer or employee of the Company to leave the employ of the Company, or in any way interfere with the relationship between the Company and any employee thereof; provided that the placement of any general advertisement or general solicitation to the public at large shall not constitute “interference” under this clause (a);Seller excluding Transferred Employees. (b) hire directly or through another entity any person who was an employee of Seller agrees that, for the Company or period commencing on the Closing Date and expiring upon the second anniversary thereof, neither Seller nor any of its subsidiaries as of Affiliates will directly or indirectly without the date hereof; provided that, with the Company’s prior written consent (which consent shall not unreasonably be withheld)of Buyer, Seller and Seller’s Affiliates can hire any person who was an employee of the Company or any of its subsidiaries who has been fired by the Company or any of its subsidiaries; provided further that (i) for the avoidance of doubt, the Company’s withholding of consent with respect to Seller’s or Seller’s Affiliate’s hiring of any person shall be deemed reasonable if the Company determines in good faith that (x) the hiring of such person by Seller or Seller’s Affiliates would be detrimental to the business of the Company or (y) such person has caused such firing to occur in order to circumvent the restrictions of this Section 3(b), (ii) if Seller or any of Seller’s Affiliates wishes to hire any such person or persons, it shall so notify the Company (the “Notice’), which Notice shall set forth the identity of the former employee or employees and request the consent of the Company to such hiring, and, if the Company fails to notify the Seller or the notifying Affiliate within ten (10) days of the Company’s receipt of the Notice to it that it is withholding its consent, the Company shall be deemed to have granted such consent and the Seller or the notifying Affiliate may proceed to hire such former employee or employees; and (iii) nothing herein shall prevent a member of the ▇▇▇▇▇▇▇▇ family from hiring any other member of the ▇▇▇▇▇▇▇▇ family; or (c) induce or attempt to induce any suppliersupplier of Seller to cease to supply, vendor or to restrict or vary supply terms, to Buyer with respect to the Business, (ii) solicit, induce or attempt to solicit, or induce any customer of Buyer to cease to procure services from, or to restrict or vary service terms procured from, Buyer with respect to the Business, (iii) solicit, request, entice or induce any Transferred Employee to terminate his/her employment with Buyer with or without an intention to hire, employ or attempt to hire or employ him/her, or (iv) hire or assist any other business relation Person in hiring any Transferred Employee. (c) If any provision contained in this Section 6.10 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 6.10, but this Section 6.10 shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the Company parties that if any of the restrictions or covenants contained herein is held to cease doing business with the Companybe for a length of time which is not permitted by applicable law, or in any way interfere with construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the relationship between extent such provision would be valid or enforceable under Applicable Law, a court of competent jurisdiction shall construe and interpret or reform this Section 6.10 to provide for a covenant having the maximum enforceable time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such Applicable Law. Each party acknowledges that the non-breaching party would be irreparably harmed by any breach of this Section 6.10 and that there would be no adequate remedy at law or in damages to compensate such non-breaching party for any such supplier, vendor, or other business relation and breach. Each party agrees that the Company (including, without limitation, making any negative statements or communications concerning non-breaching party shall be entitled to injunctive relief requiring specific performance by the Company); provided that (x) the hiring breaching party of any legal counsel, accountant or financial advisorthis Section 6.10, and (y) following each party consents to the end entry thereof. 1 NTD: Subject to confirmation of the Non-Compete Period, the operation applicability of any competitive business in the ordinary course of business, in each case, in tax and of itself, shall not constitute “interference” under this Section 3(c)rate.

Nonsolicitation. (a) Seller and Parent acknowledge and agree that Buyer is relying on the covenants and agreements in this Section 6.6 as a material inducement to consummate the transactions contemplated by this Agreement and that Buyer would not enter into this Agreement or consummate the transactions contemplated hereby but for the agreements of Seller and Parent in this Section 6.5. It is the intention of Section 6.6 to provide a limited restrictive covenant to prevent Seller and Parent, on the one hand, and Buyer, on the other hand, from soliciting the other’s Clients (as hereinafter defined) with respect to Seller’s business namely providing turn-key design, procurement, construction management, installation services and facility management services for mission critical facilities (the “Business”). (b) For a time period of three two (32) years following the date hereofClosing Date (provided, Seller and each that the obligations hereunder of Seller’s the Parties shall be extended by adding to such term the length of time, if any, during which any of them and/or their respective Affiliates shall not: be or remain in violation of their obligations under this Section 6.6) (a) induce or attempt to induce any employee the “Nonsolicitation Term”), neither Seller nor Parent, on the one hand, nor Buyer nor the members of Buyer, on the other hand, shall, without the prior written consent of the Company other Party, directly or indirectly, (i) with respect to leave the employ of the CompanyBusiness only, divert, or in any way interfere with the relationship between the Company and attempt to divert, any employee thereof; provided that the placement of any general advertisement or general solicitation to the public at large shall not constitute “interference” under this clause (a); (b) hire directly or through another entity any person who was an employee Client of the Company other Party from engaging in business with such other Party, or (ii) solicit any of its subsidiaries as Client of the date other Party for purpose or providing Business services to such Client. For purposes hereof; provided that, with the Company’s prior written consent (which consent shall not unreasonably be withheld), Seller and Seller’s Affiliates can hire any person who was an employee of the Company or any of its subsidiaries who has been fired by the Company or any of its subsidiaries; provided further that (i) for the avoidance of doubt, the Company’s withholding of consent with respect to Seller’s or Seller’s Affiliate’s hiring of any person term “Client” shall be deemed reasonable if the Company determines in good faith that mean (x) the hiring those clients of such person by Seller or Seller’s Affiliates would be detrimental to the business of the Company or Buyer set forth on Schedule 6.6(b)(ii)(x) and (y) such person has caused such firing to occur in order to circumvent the restrictions those clients of this Section 3(b), (ii) if Seller or any of Seller’s Affiliates wishes to hire any such person or persons, it shall so notify the Company (the “Notice’and Parent set forth on Schedule 6.6(b)(ii)(y), which Notice but shall set forth exclude Powerloft. In the identity case of Powerloft, during the Nonsolicitation Term, the Buyer will limit its business activities to the services historically provided to Powerloft by the Seller. The Parent and any Affiliate of the former employee or employees and request Parent will limit their business activities to the consent of services historically provided to Powerloft by the Company to such hiring, and, if the Company fails to notify the Seller or the notifying Affiliate within ten (10) days of the Company’s receipt of the Notice to it that it is withholding its consent, the Company shall be deemed to have granted such consent and the Seller or the notifying Affiliate may proceed to hire such former employee or employees; and (iii) nothing herein shall prevent a member of the ▇▇▇▇▇▇▇▇ family from hiring any other member of the ▇▇▇▇▇▇▇▇ family; orParent. (c) induce If at any time the provisions of this Section 6.6 shall be determined to be invalid or attempt unenforceable, by reason of being vague or unreasonable as to induce any supplierarea, vendor duration or scope of activity, then this Section 6.6 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other business relation body having jurisdiction over the matter; and all of the Company to cease doing business with the Company, or in any way interfere with the relationship between any such supplier, vendor, or other business relation and the Company (including, without limitation, making any negative statements or communications concerning the Company); provided parties hereto agree that (x) the hiring of any legal counsel, accountant or financial advisor, and (y) following the end of the Non-Compete Period, the operation of any competitive business in the ordinary course of business, in each case, in and of itself, shall not constitute “interference” under this Section 3(c)6.6 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

Nonsolicitation. For a period of three (3) years following the date hereof, Seller and each of Seller’s Affiliates shall not: (a) induce or attempt to induce any employee During the Term, no Partner shall, and each Partner shall cause their respective Restricted Parties not to, without the prior written consent of the Company other Partners, directly or indirectly, solicit to hire (or cause to leave the employ of the Company, such Partner or in any way interfere with the relationship between the Company and its Restricted Parties) any employee thereof; provided that the placement of any general advertisement such Partner or general solicitation its Restricted Parties unless such Person ceased to the public at large shall not constitute “interference” under this clause (a); (b) hire directly or through another entity any person who was be an employee of such Partner or its Restricted Parties due to such Partner’s or such Restricted Parties’ termination of such Person, or, in the Company case of such Person’s voluntary termination of employment with such Partner or its Restricted Parties, at least six (6) months has elapsed since such Person’s voluntary termination; provided, however, that nothing in this Section 7.3(a) shall prohibit or restrict any Partner or any of its subsidiaries as of the date hereof; provided that, with the Company’s prior written consent (which consent shall not unreasonably be withheld), Seller and Seller’s Affiliates can hire any person who was an employee of the Company Restricted Parties from soliciting or any of its subsidiaries who has been fired by the Company or any of its subsidiaries; provided further that (i) for the avoidance of doubt, the Company’s withholding of consent with respect to Seller’s or Seller’s Affiliate’s hiring of any person shall be deemed reasonable if the Company determines in good faith that (x) the hiring of such person by Seller or Seller’s Affiliates would be detrimental to the business of the Company or (y) such person has caused such firing to occur in order to circumvent the restrictions of this Section 3(b), (ii) if Seller or any of Seller’s Affiliates wishes to hire any such person employee pursuant to any general solicitation. In addition, no Partner shall, and each Partner shall cause their respective Restricted Parties not to, directly, or personsindirectly, it shall so notify during the Company (the “Notice’)Term, which Notice shall set forth the identity of the former employee call on, solicit or employees and request the consent of the Company to such hiringservice any tenant, andsubtenant, if the Company fails to notify the Seller or the notifying Affiliate within ten (10) days of the Company’s receipt of the Notice to it that it is withholding its consentlandlord, the Company shall be deemed to have granted such consent and the Seller or the notifying Affiliate may proceed to hire such former employee or employees; and (iii) nothing herein shall prevent a member of the ▇▇▇▇▇▇▇▇ family from hiring any other member of the ▇▇▇▇▇▇▇▇ family; or (c) induce or attempt to induce any supplierlicensee, vendor licensor or other business relation of the Company Partnership or any of its Subsidiaries in order to induce or attempt to induce such Person to (x) cease doing business with the CompanyPartnership or any of its Subsidiaries or (y) deal with any competitor of the Partnership or any of its Subsidiaries. (b) Each of the Partners acknowledges that the Partnership and/or its Subsidiaries will suffer damages incapable of ascertainment in the event that any of the provisions of Section 7.3(a) hereof are breached and that Partnership and/or its Subsidiaries will be irreparably damaged in the event that the provisions of Section 7.3(a) are not enforced. Therefore, should any dispute arise with respect to the breach or threatened breach of Section 7.3(a), each of the Partners agrees and consents, that in addition to any and all other remedies available to the Partnership or its Subsidiaries, an injunction or restraining order or other equitable relief may be issued or ordered by a court of competent jurisdiction restraining any breach or threatened breach of Section 7.3(a). Each of the Partners agrees not to assert in any way interfere with the relationship between any such supplieraction that an adequate remedy exists at law. All expenses, vendor, or other business relation and the Company (including, without limitation, making any negative statements or communications concerning the Company); provided that (x) the hiring of reasonable attorney’s fees and expenses incurred in connection with any legal counsel, accountant proceeding arising as a result of a breach or financial advisor, threatened breach of Section 7.3(a) shall be borne by the losing party to the fullest extent permitted by law and (y) following the end of losing party hereby agrees to indemnify and hold the Non-Compete Period, the operation of any competitive business in the ordinary course of business, in each case, in other party harmless from and of itself, shall not constitute “interference” under this Section 3(c)against all such expenses.

Nonsolicitation. For a period The Parent hereby covenants and agrees that, prior to the Closing Date, the Parent shall not and shall not permit the Seller or any member of three either Company Group, (3whether directly or indirectly through its officers, directors, advisors, agents or other intermediaries) years following to (i) solicit, initiate or take any action to facilitate the date hereofsubmission of inquiries, Seller and each proposals or offers from any Person or group relating to (A) any acquisition or purchase of Seller’s Affiliates shall not: any portion of any Business or any Securities, (aB) induce any merger, consolidation, recapitalization, sale of all or attempt to induce any employee substantially all of the assets, liquidation, dissolution or similar transaction involving any member of either Company to leave the employ of the Company, or Group other than in any way interfere connection with the relationship between Reorganization or transactions contemplated by this Agreement or (C) any other transaction that, if agreed to by the Company and any employee thereof; provided that the placement of any general advertisement or general solicitation to the public at large shall not constitute “interference” under this clause (a); (b) hire directly or through another entity any person who was an employee of the Company Parent or any of its subsidiaries as Subsidiaries, would contractually prohibit the Parent or the Seller from consummating all or any part of the date hereof; provided that, with the Company’s prior written consent transactions contemplated by this Agreement (which consent shall not unreasonably be withheldeach such transaction described in clauses (A), (B) and (C) being referred to herein as an "Acquisition Proposal"), or agree to or endorse any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations regarding any of the foregoing, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person (other than any Buyer) to do or seek any of the foregoing. The Parent shall, and shall cause the Seller and Seller’s Affiliates can hire any person who was an employee each member of the both Company or any of its subsidiaries who has been fired by the Company or any of its subsidiaries; provided further that Groups immediately (i) for the avoidance of doubtto cease and cause its officers, the Company’s withholding of consent directors, advisors, agents and other intermediaries to cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to Seller’s or Seller’s Affiliate’s hiring of any person shall be deemed reasonable if the Company determines in good faith that (x) the hiring of such person by Seller or Seller’s Affiliates would be detrimental to the business of the Company or (y) such person has caused such firing to occur in order to circumvent the restrictions of this Section 3(b), Acquisition Proposal and (ii) if Seller to provide written notification to the Acquiror of any submissions, proposals, offers or any inquiries relating to an Acquisition Proposal made prior to the Closing Date but shall not be required to disclose the contents of Seller’s Affiliates wishes to hire any such person proposal or persons, it shall so notify the Company (the “Notice’), which Notice shall set forth the identity of the former employee or employees and request the consent of the Company to such hiring, and, if the Company fails to notify the Seller or the notifying Affiliate within ten (10) days of the Company’s receipt of the Notice to it that it is withholding its consent, the Company shall be deemed to have granted such consent bidder. The Parent and the Seller hereby represent that they are not now engaged in discussions or negotiations with any party other than Acquiror with respect to any Acquisition Proposal. After the notifying Affiliate may proceed Closing Date, the Parent shall provide the Acquiror with copies of all written submissions, proposals, offers and inquiries relating to hire Acquisition Proposals except to the extent that the provisions of such former employee or employees; and (iii) nothing herein shall prevent a member information would violate any contractual obligation of the ▇▇▇▇▇▇▇▇ family from hiring any other member of the ▇▇▇▇▇▇▇▇ family; or (c) induce Parent or attempt to induce any supplier, vendor or other business relation of the Company to cease doing business with the Company, or in any way interfere with the relationship between any such supplier, vendor, or other business relation and the Company (including, without limitation, making any negative statements or communications concerning the Company); provided that (x) the hiring of any legal counsel, accountant or financial advisor, and (y) following the end of the Non-Compete Period, the operation of any competitive business in the ordinary course of business, in each case, in and of itself, shall not constitute “interference” under this Section 3(c).its Retained Subsidiaries. HALLIBURTON COMPANY AGREEMENT AND PLAN OF RECAPITALIZATION 45 52

Nonsolicitation. For The Executive acknowledges that the services to be rendered by the Executive to the Employer are of a special and unique character. The Executive agrees that, in consideration of the benefits provided for herein and her continued employment, the Executive will not, during the Term, and for a period of three (3A) years twelve months following the date hereofof termination of the Executive’s employment with the Employer, Seller and each whether by the Executive or the Employer, in the case where the Executive is entitled to receive the payments provided for in Section 3.1 of Sellerthis Agreement or (B) six months following the date of termination of the Executive’s Affiliates shall not: employment with the Employer, whether by the Executive or the Employer, in such other cases, either on the Executive’s own account, or for any other person, entity, firm, corporation, partnership or other business organization, directly or indirectly: (ai) induce solicit or attempt encourage any person to induce leave her employment with the Company, the Bank, any Subsidiary or Affiliate of the Company or the Bank or any successor or permitted assign of the Company or the Bank or any Subsidiary or Affiliate of the Company or the Bank or hire or assist in any way with the hiring of any employee of the Company to leave the employ of the Company, the Bank, any Subsidiary or in any way interfere with the relationship between the Company and any employee thereof; provided that the placement of any general advertisement or general solicitation to the public at large shall not constitute “interference” under this clause (a); (b) hire directly or through another entity any person who was an employee Affiliate of the Company or the Bank or any of its subsidiaries as of the date hereof; provided that, with the Company’s prior written consent (which consent shall not unreasonably be withheld), Seller and Seller’s Affiliates can hire any person who was an employee successor or permitted assign of the Company or any of its subsidiaries who has been fired by the Company Bank or any of its subsidiaries; provided further that (i) for the avoidance of doubt, the Company’s withholding of consent with respect to Seller’s Subsidiary or Seller’s Affiliate’s hiring of any person shall be deemed reasonable if the Company determines in good faith that (x) the hiring of such person by Seller or Seller’s Affiliates would be detrimental to the business Affiliate of the Company or (y) such person has caused such firing to occur in order to circumvent the restrictions of this Section 3(b), (ii) if Seller or any of Seller’s Affiliates wishes to hire any such person or persons, it shall so notify the Company (the “Notice’), which Notice shall set forth the identity of the former employee or employees and request the consent of the Company to such hiring, and, if the Company fails to notify the Seller or the notifying Affiliate within ten (10) days of the Company’s receipt of the Notice to it that it is withholding its consent, the Company shall be deemed to have granted such consent and the Seller or the notifying Affiliate may proceed to hire such former employee or employees; and (iii) nothing herein shall prevent a member of the ▇▇▇▇▇▇▇▇ family from hiring Bank by any other member of the ▇▇▇▇▇▇▇▇ family; or (c) induce or attempt to induce any supplierbusiness, vendor or other business relation of the Company to cease doing business with the Companyperson, or in any way interfere with the relationship between any such supplierentity, vendorfirm, corporation, partnership, limited liability company, or other business relation organization; or (ii) induce or encourage any Client to enter into any business relationship with any person, entity, firm, corporation, partnership, limited liability company or other business organization other than the Company, the Bank or any of their respective Subsidiaries or Affiliates or the Company’s or the Bank’s or their Subsidiaries’ or Affiliates’ successors and assigns relating to the Business of the Employer or banking business of any type. The Executive further expressly agrees that, in the event that the Executive breaches (as determined by the Human Resources and Compensation Committee of the Board of Directors of the Company (in its discretion) the covenants contained in this Section 5, then the Executive shall forfeit any amounts then owed to the Executive but not then paid thereto. The Executive agrees that the covenants contained in Section 5 of this Agreement are of the essence of this Agreement, and that the covenants are reasonable and necessary to protect the business, interests and properties of the Employer. The Employer’s obligation to make payments or provide for any benefits under this Agreement will cease upon a violation by Executive of the preceding provisions of this Section 5. The Executive acknowledges that the Employer may be severely and irreparably damaged in the event the Executive violates the provisions of this Section 5, and that the extent of the damage may be difficult or impossible to determine. Therefore, the Executive agrees that, in addition to the remedies provided above or at law, the Employer shall be entitled to equitable relief, including, without limitation, making a preliminary as well as a permanent injunction or temporary restraining order (without the necessity of posting a bond) with respect to any negative statements breach or communications concerning threatened breach of this Agreement by the Company)Executive. The Executive’s agreement as set forth in this Section 5 will (i) continue throughout the duration of the Executive’s employment with the Employer; provided that (x) the hiring of any legal counsel, accountant or financial advisor, and (yii) following survive the end termination of this Agreement and/or the termination of the Non-Compete PeriodExecutive’s employment with the Employer, whether or not such termination is voluntary or is the operation result of termination of the Executive by the Employer with or without Cause. If any competitive business restriction in this Section 5 is adjudicated to exceed the time, geographic, service or other limitations permitted by applicable law in the ordinary course of businessapplicable jurisdiction, then the Executive agrees that such may be modified and narrowed, either by a court or the Employer, to the maximum time, geographic, service or other limitations permitted by applicable law, so as to preserve and protect the Employer’s legitimate business interest, without negating or impairing any other restrictions or undertaking set forth in each case, in and of itself, shall not constitute “interference” under this Section 3(c)Agreement.

Nonsolicitation. For a period of three (3) years following During the date hereofNonsolicitation Period, Seller shall not establish a retail branch (except for the Surviving Branches) or automated teller machine in the Branch Market; provided, however, that this prohibition shall not restrict, in any manner or at any time, (a) Seller’s ability to acquire any existing branch and each automated teller machine in the Branch Market as a result of Seller’s Affiliates shall not: (a) induce acquisition of another financial institution or attempt to induce any employee part of the Company to leave the employ of the Companysuch institution, or in any way interfere with the relationship between the Company and any employee thereof; provided that such acquisition of one or more branches, automated teller machines and loan production offices within the placement of any general advertisement or general solicitation to the public at large shall Branch Market does not constitute “interference” under this clause more than fifty percent (a); 50%) of all the branches and automated teller machines acquired in such acquisition; or (b) hire directly or through another entity any person who was an employee the acquisition of the Company Seller or any part of its subsidiaries as of Seller by another Person. During the date hereof; provided thatNonsolicitation Period, with the Company’s prior written consent (which consent Seller shall not unreasonably be withheld), Seller and Seller’s Affiliates can hire any person who was an employee of the Company or any of its subsidiaries who has been fired by the Company or any of its subsidiaries; provided further that (i) solicit the Customers for any deposit or lending services; or (ii) advertise or market such services through advertisements or marketing efforts primarily directed to or primarily targeting the avoidance of doubt, the Company’s withholding of consent with respect to Seller’s Branch Market or Seller’s Affiliate’s hiring of any person shall be deemed reasonable if the Company determines Customers. Notwithstanding anything in good faith that (x) the hiring of such person by Seller or Seller’s Affiliates would be detrimental this Agreement to the business contrary, none of the Company following shall constitute activities prohibited by or (y) such person has caused such firing to occur in order to circumvent the restrictions a breach of this Section 3(b), 8.5: (A) newspaper, radio, television, Internet and other advertisements, marketing efforts and solicitations that do not primarily target the Customers or the Branch Market; (B) providing any products and services to any Person who has not been directly solicited by Seller and who requested such products and services from Seller; (C) any advertising, marketing, soliciting, obtaining, and providing products and services of or to (i) any commercial or institutional Persons located in the Branch Market with sales or revenue in any fiscal year of the Person of twenty-five million dollars (US$25,000,000) or more as reported by such Person or any third-party source, (ii) if any governmental entity, and (iii) any Person having any product, service and account with Seller not transferred, acquired or assumed by Purchaser pursuant to this Agreement, except that the foregoing exception shall not permit Seller to solicit deposit liabilities from Customers whose Deposit Liabilities have been assumed by Purchaser hereunder; (D) any interaction with Persons and any products and services provided by Seller from, through, at or relating to any of Seller’s Affiliates wishes to hire any (i) Loan/Deposit Production Offices (provided that Seller shall not solicit Customers from such person or persons, it shall so notify the Company (the “Notice’offices), which Notice shall set forth the identity of the former employee or employees (ii) Internet and request the consent of the Company to such hiringcall center channels, and, if the Company fails to notify the Seller or the notifying Affiliate within ten (10) days of the Company’s receipt of the Notice to it that it is withholding its consent, the Company shall be deemed to have granted such consent and the Seller or the notifying Affiliate may proceed to hire such former employee or employees; and (iii) nothing herein shall prevent a member locations outside of the ▇▇▇▇▇▇▇▇ family Branch Market (provided that Seller shall not solicit Customers from hiring such locations), (iv) automated teller machines listed on Schedule 8.5; and (iv) automated teller machines located outside the Branch Market; (E) providing any other member product and service that is excluded or not covered by this Agreement; (F) any credit card, student lending, national mortgage and home equity lending, commercial asset-based lending, leasing and indirect auto lending activities of Seller; and (G) providing any notices or communications to Customers in furtherance of or related to the transactions contemplated by this Agreement. Notwithstanding anything in this Agreement to the contrary, Seller and Purchaser understand and agree that inadvertent or de minimis violations of this Section 8.5 by Seller shall not be deemed a breach or violation of this Section 8.5. For purposes of this Section 8.5, the following shall not be considered a solicitation or soliciting: actions or promotions undertaken by Seller or its Affiliates which are directed at their respective customers, or a segment of their customers that does not specifically, knowingly and intentionally target the Customers. Seller’s operation of the ▇▇▇▇▇▇▇▇ family; or (cSurviving Branches as provided in Section 8.3(c) induce or attempt to induce any supplier, vendor or other business relation of the Company to cease doing business with the Company, or in any way interfere with the relationship between any such supplier, vendor, or other business relation and the Company (including, without limitation, making any negative statements or communications concerning the Company); provided that (x) the hiring of any legal counsel, accountant or financial advisor, and (y) following the end of the Non-Compete Period, the operation of any competitive business in the ordinary course of business, in each case, in and of itself, shall not constitute “interference” under violate this Section 3(c)8.5 and any provision of this Agreement.

Nonsolicitation. For a period of three (3) years following the date hereof, Seller and each of Seller’s Affiliates shall not: (a) induce During the period commencing on the Closing Date and ending 36 months thereafter, Buyer agrees that it shall not, and shall cause its Affiliates not to, directly or attempt indirectly, hire, engage, solicit to induce any employee of the Company to leave the employ of the Company, hire (or assist or encourage others to) or in any way interfere with the employment or consulting relationship between of any (i) any person who is employed by Sellers or their respective Affiliates with a title of director or higher, or (ii) any person who is employed by Sellers or their respective Affiliates whom Buyer, its Affiliates or any of its or their Representatives has contact with or has had contact with (A) during its evaluation of the Company Transactions or (B) in connection with the provision or receipt of services contemplated by the Transition Services Agreement (any such employee, a “Restricted Seller Employee”); provided however, that, (i) Buyer shall not be precluded from engaging in general solicitations or advertising for personnel, including advertisements and searches conducted by a headhunter agency (and any employee thereofhiring of non-corporate level personnel resulting from such searches); provided that such solicitation, advertising or searches are not directed in any way at any Restricted Seller Employee; and (ii) the placement foregoing restrictions shall be inapplicable to any Restricted Seller Employee whose employment is terminated by Sellers or their respective Affiliates or who voluntarily ceases employment with Sellers or their respective Affiliates (without inducement by Buyer or its Affiliates) beginning six months following such termination or voluntary cessation of any general advertisement or general solicitation to employment. Notwithstanding the public at large foregoing, the restrictions in this ‎Section ‎6.2(a) shall not constitute “interference” apply to Transferred Employees (including any Leased Employees under this clause (athe Transition Services Agreement);. (b) hire directly Buyer acknowledges that a breach or through another entity any person who was an employee of the Company or any of its subsidiaries as of the date hereof; provided that, with the Company’s prior written consent (which consent shall not unreasonably be withheld), Seller and Seller’s Affiliates can hire any person who was an employee of the Company or any of its subsidiaries who has been fired by the Company or any of its subsidiaries; provided further that (i) for the avoidance of doubt, the Company’s withholding of consent with respect to Seller’s or Seller’s Affiliate’s hiring of any person shall be deemed reasonable if the Company determines in good faith that (x) the hiring of such person by Seller or Seller’s Affiliates would be detrimental to the business of the Company or (y) such person has caused such firing to occur in order to circumvent the restrictions threatened breach of this Section 3(b), (ii) if Seller ‎6.2 would give rise to irreparable harm to Sellers, for which monetary Damages would not be an adequate remedy, and hereby agrees that in the event of a breach or any a threatened breach by Buyer of Seller’s Affiliates wishes to hire any such person or personsobligations, it shall so notify the Company (the “Notice’)Sellers shall, which Notice shall set forth the identity in addition to any and all other rights and remedies that be available to them in respect of the former employee or employees such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and request the consent of the Company to such hiring, and, if the Company fails to notify the Seller or the notifying Affiliate within ten (10) days of the Company’s receipt of the Notice to it that it is withholding its consent, the Company shall be deemed to have granted such consent and the Seller or the notifying Affiliate may proceed to hire such former employee or employees; and (iii) nothing herein shall prevent a member of the ▇▇▇▇▇▇▇▇ family from hiring any other member relief that may be available from a court of the ▇▇▇▇▇▇▇▇ family; or (c) induce or attempt to induce any supplier, vendor or other business relation of the Company to cease doing business with the Company, or in any way interfere with the relationship between any such supplier, vendor, or other business relation and the Company (including, without limitation, making any negative statements or communications concerning the Company); provided that (x) the hiring of any legal counsel, accountant or financial advisor, and (y) following the end of the Non-Compete Period, the operation of any competitive business in the ordinary course of business, in each case, in and of itself, shall not constitute “interference” under this Section 3(c)competent jurisdiction.

Nonsolicitation. For a period The Parent hereby covenants and agrees --------------- that, prior to the Closing Date, the Parent shall not and shall not permit the Seller or any member of three either Company Group, (3whether directly or indirectly through its officers, directors, advisors, agents or other intermediaries) years following to (i) solicit, initiate or take any action to facilitate the date hereofsubmission of inquiries, Seller and each proposals or offers from any Person or group relating to (A) any acquisition or purchase of Seller’s Affiliates shall not: any portion of any Business or any Securities, (aB) induce any merger, consolidation, recapitalization, sale of all or attempt to induce any employee substantially all of the assets, liquidation, dissolution or similar transaction involving any member of either Company to leave the employ of the Company, or Group other than in any way interfere connection with the relationship between Reorganization or transactions contemplated by this Agreement or (C) any other transaction that, if agreed to by the Company and any employee thereof; provided that the placement of any general advertisement or general solicitation to the public at large shall not constitute “interference” under this clause (a); (b) hire directly or through another entity any person who was an employee of the Company Parent or any of its subsidiaries as Subsidiaries, would contractually prohibit the Parent or the Seller from consummating all or any part of the date hereof; provided that, with the Company’s prior written consent transactions contemplated by this Agreement (which consent shall not unreasonably be withheldeach such transaction described in clauses (A), (B) and (C) being referred to herein as an "Acquisition Proposal"), or agree to or endorse any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations regarding any of the foregoing, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person (other than any Buyer) to do or seek any of the foregoing. The Parent shall, and shall cause the Seller and Seller’s Affiliates can hire any person who was an employee each member of the both Company or any of its subsidiaries who has been fired by the Company or any of its subsidiaries; provided further that Groups immediately (i) for the avoidance of doubtto cease and cause its officers, the Company’s withholding of consent directors, advisors, agents and other intermediaries to cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to Seller’s or Seller’s Affiliate’s hiring of any person shall be deemed reasonable if the Company determines in good faith that (x) the hiring of such person by Seller or Seller’s Affiliates would be detrimental to the business of the Company or (y) such person has caused such firing to occur in order to circumvent the restrictions of this Section 3(b), Acquisition Proposal and (ii) if Seller to provide written notification to the Acquiror of any submissions, proposals, offers or any inquiries relating to an Acquisition Proposal made prior to the Closing Date but shall not be required to disclose the contents of Seller’s Affiliates wishes to hire any such person proposal or persons, it shall so notify the Company (the “Notice’), which Notice shall set forth the identity of the former employee or employees and request the consent of the Company to such hiring, and, if the Company fails to notify the Seller or the notifying Affiliate within ten (10) days of the Company’s receipt of the Notice to it that it is withholding its consent, the Company shall be deemed to have granted such consent bidder. The Parent and the Seller hereby represent that they are not now engaged in discussions or negotiations with any party other than Acquiror with respect to any Acquisition Proposal. After the notifying Affiliate may proceed Closing Date, the Parent shall provide the Acquiror with copies of all written submissions, proposals, offers and inquiries relating to hire Acquisition Proposals except to the extent that the provisions of such former employee or employees; and (iii) nothing herein shall prevent a member information would violate any contractual obligation of the ▇▇▇▇▇▇▇▇ family from hiring any other member of the ▇▇▇▇▇▇▇▇ family; or (c) induce Parent or attempt to induce any supplier, vendor or other business relation of the Company to cease doing business with the Company, or in any way interfere with the relationship between any such supplier, vendor, or other business relation and the Company (including, without limitation, making any negative statements or communications concerning the Company); provided that (x) the hiring of any legal counsel, accountant or financial advisor, and (y) following the end of the Non-Compete Period, the operation of any competitive business in the ordinary course of business, in each case, in and of itself, shall not constitute “interference” under this Section 3(c)its Retained Subsidiaries.

Nonsolicitation. For a period of three During the Employment Period and the Noncompete Period, Executive shall not directly or indirectly through another entity (3) years following the date hereof, Seller and each of Seller’s Affiliates shall not: (ai) induce or attempt to induce any employee of the Company Company, Employer or their respective Subsidiaries to leave the employ of the Company, Employer or such Subsidiary, or in any way interfere with the relationship between the Company Company, Employer and any of their respective Subsidiaries and any employee thereof; provided that the placement of any general advertisement or general solicitation to the public at large shall not constitute “interference” under this clause , (a); (bii) hire directly or through another entity any person who was an employee of the Company or any of its subsidiaries as of the date hereof; provided that, with the Company’s prior written consent (which consent shall not unreasonably be withheld), Seller and Seller’s Affiliates can hire any person who was an employee of the Company Company, Employer or any of its subsidiaries who has been fired by the Company or any of its subsidiaries; provided further that (i) for the avoidance of doubt, the Company’s withholding of consent with respect to Seller’s or Seller’s Affiliate’s hiring of any person shall be deemed reasonable if the Company determines in good faith that (x) the hiring of such person by Seller or Seller’s Affiliates would be detrimental their respective Subsidiaries within 180 days prior to the business of the Company or (y) time such person has caused such firing to occur in order to circumvent the restrictions of this Section 3(b), (ii) if Seller or any of Seller’s Affiliates wishes to hire any such person or personsemployee was hired by Executive, it shall so notify the Company (the “Notice’), which Notice shall set forth the identity of the former employee or employees and request the consent of the Company to such hiring, and, if the Company fails to notify the Seller or the notifying Affiliate within ten (10) days of the Company’s receipt of the Notice to it that it is withholding its consent, the Company shall be deemed to have granted such consent and the Seller or the notifying Affiliate may proceed to hire such former employee or employees; and (iii) nothing herein shall prevent a member of the ▇▇▇▇▇▇▇▇ family from hiring any other member of the ▇▇▇▇▇▇▇▇ family; or (c) induce or attempt to induce any customer, supplier, vendor licensee or other business relation of the Company Company, Employer or any of their respective Subsidiaries to cease doing business with the Company, Employer or such Subsidiary or in any way interfere with the relationship between any such customer, supplier, vendor, licensee or other business relation and the Company and any Subsidiary or (including, without limitation, making iv) directly or indirectly acquire or attempt to acquire an interest in any negative statements or communications concerning business relating to the business of the Company); provided , Employer or any of their respective Subsidiaries and with which the Company, Employer and any of their respective Subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business by the Company, Employer or any of their respective Subsidiaries in the two-year period immediately preceding a Separation. Enforcement. If, at the time of enforcement of Section 2 or this Section 3, a court holds that (x) the hiring of any legal counsel, accountant or financial advisor, and (y) following the end of the Non-Compete Periodrestrictions stated herein are unreasonable under circumstances then existing, the operation parties hereto agree that the maximum duration, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum duration, scope and area permitted by law. Because Executive's services are unique and because Executive has access to confidential information, the parties hereto agree that money damages would be an inadequate remedy for any breach of any competitive business this Agreement. Therefore, in the ordinary course event a breach or threatened breach of businessthis Agreement, the Company, Employer, their respective Subsidiaries or their successors or assigns may, in each caseaddition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in and of itselforder to enforce, shall not constitute “interference” under this Section 3(cor prevent any violations of, the provisions hereof (without posting a bond or other security).

Nonsolicitation. For As partial consideration for the grant of this Award, the Participant agrees that for a period of time beginning with the date hereof and ending on the later of (i) three (3) years following the date hereofGrant Date or (ii) three years following the Termination Date, Seller and each of Seller’s Affiliates the Participant shall not, directly or indirectly: (a) solicit, induce or attempt to induce encourage any employee of the Company to leave the employ of the Company, or in any way interfere with the relationship between the Company and any employee thereof; provided that the placement of any general advertisement or general solicitation to the public at large shall not constitute “interference” under this clause (a); (b) hire directly or through another entity any person who was an employee of the Company or any of its subsidiaries as of the date hereof; provided that, affiliates or Subsidiaries to terminate their employment with the Company’s prior written consent Company or any of its affiliates or Subsidiaries; (which consent shall not unreasonably be withheld)b) make any defamatory public statement concerning the financial performance, Seller and Seller’s Affiliates can hire any person who was an employee products, services, the Board or management personnel of the Company or any of its subsidiaries who has been fired affiliates or Subsidiaries, or the Participant’s employment. Nothing in this Paragraph 13(b) shall limit the Whistleblower Protections in any way or prohibit the Participant from providing truthful testimony in any legal, administrative or regulatory proceeding and the Participant may at all times respond truthfully to a lawfully-issued subpoena, court order or governmental inquiry or as otherwise may be required by law, provided, however, that upon receiving such lawfully-issued subpoena or court order, the Participant shall promptly provide, if allowed by applicable law or regulation, reasonable written notice to Company and cooperate with the Company to the extent reasonably necessary to protect the confidentiality of any proprietary or trade secret information of the Company or any of its subsidiaries; provided further that (i) for Affiliates or Subsidiaries, and the avoidance of doubt, the Company’s withholding of consent with respect to Seller’s or Seller’s Affiliate’s hiring privacy rights of any person shall be deemed reasonable if the Company determines in good faith that (x) the hiring of such person by Seller or Seller’s Affiliates would be detrimental to the business of the Company or (y) such person has caused such firing to occur in order to circumvent the restrictions of this Section 3(b), (ii) if Seller or any of Seller’s Affiliates wishes to hire any such person or persons, it shall so notify the Company (the “Notice’), which Notice shall set forth the identity of the former employee or employees and request the consent of the Company to such hiring, and, if the Company fails to notify the Seller or the notifying Affiliate within ten (10) days of the Company’s receipt of the Notice to it that it is withholding its consent, the Company shall be deemed to have granted such consent and the Seller or the notifying Affiliate may proceed to hire such former employee or employees; and (iii) nothing herein shall prevent a member of the ▇▇▇▇▇▇▇▇ family from hiring any other member of the ▇▇▇▇▇▇▇▇ familydirector; or (c) induce use or disclose the Company’s confidential or proprietary information to induce, attempt to induce or knowingly encourage any supplier, vendor or other business relation Customer of the Company or any of its affiliates or Subsidiaries to cease divert any business or income from the Company or any of its affiliates or Subsidiaries, or to stop or alter the manner in which they are then doing business with the CompanyCompany or any of its affiliates or Subsidiaries. The term “Customer” shall mean any individual or business firm that is, or in any way interfere with within the relationship between any such supplierprior eighteen (18) months was, vendor, a customer or other business relation and client of the Company (includingor any of its affiliates, without limitation, making any negative statements whether or communications concerning not such business was actively solicited by the Company); provided that (x) the hiring of any legal counsel, accountant or financial advisor, and (y) following the end Participant on behalf of the Non-Compete Period, Company or any of its affiliates or Subsidiaries during the operation of any competitive business in the ordinary course of business, in each case, in and of itself, shall not constitute “interference” under this Section 3(c)Participant’s employment.

Nonsolicitation. For a period of three (3) years following the date hereof, Seller and each of Seller’s Affiliates shall not: (a) induce or attempt to induce any employee of the Company to leave the employ of the Company, or in any way interfere with the relationship between the Company and any employee thereof; provided that the placement of any general advertisement or general solicitation to the public at large shall not constitute “interference” under this clause (a); (b) hire directly or through another entity any person who was an employee of the Company or any of its subsidiaries as of the date hereof; provided that, with the Company’s prior written consent (which consent shall not unreasonably be withheld), Seller and Seller’s Affiliates can hire any person who was an employee of the Company or any of its subsidiaries who has been fired by the Company or any of its subsidiaries; provided further that Parties agree (i) for the avoidance that none of doubt, the Company’s withholding of consent with respect to Seller’s or Seller’s Affiliate’s hiring of any person shall be deemed reasonable if the Company determines in good faith that (x) the hiring of such person by Seller or Seller’s Affiliates would be detrimental to the business of the Company or (y) such person has caused such firing to occur in order to circumvent the restrictions of this Section 3(b), (ii) if Seller or them nor any of Seller’s Affiliates wishes to hire any such person or personstheir officers, it shall so notify the Company (the “Notice’)directors, which Notice shall set forth the identity of the former employee or employees employees, agents and request the consent of the Company to such hiring, and, if the Company fails to notify the Seller or the notifying Affiliate within ten (10) days of the Company’s receipt of the Notice to it that it is withholding its consent, the Company shall be deemed to have granted such consent and the Seller or the notifying Affiliate may proceed to hire such former employee or employees; and (iii) nothing herein shall prevent a member of the ▇▇▇▇▇▇▇▇ family from hiring any other member of the ▇▇▇▇▇▇▇▇ family; or (c) induce or attempt to induce any supplier, vendor or other business relation of the Company to cease doing business with the Company, or in any way interfere with the relationship between any such supplier, vendor, or other business relation and the Company representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its subsidiaries) shall initiate, solicit or encourage, directly or indirectly, any inquiries or the making any negative statements or communications concerning the Company); provided that (x) the hiring implementation of any legal Acquisition Proposal (as defined herein) (including, without limitation, any Acquisition Proposal to its stockholders) or, except as may be required in the exercise of the fiduciary duties of the Board of Directors of the Seller to the Seller or its shareholders after receiving advice from outside counsel and in response to an unsolicited request therefor by a person who a majority of the Board of Directors of the Seller believes intends to submit a Superior Proposal (as defined below), engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal, or release any third party from any obligations under any existing standstill agreement or arrangement, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; and (ii) that they will cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing, and they will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 10; provided, however, that nothing contained in this Section 10 shall prohibit the Seller or its Board of Directors from taking and disclosing to the Seller's shareholders a position with respect to a tender offer by a third party or from making such disclosure to the Seller's shareholders which, in the judgment of the Board of Directors of the Seller after receiving advice of outside counsel, accountant may be required under applicable law. From and after the execution of this Agreement, each of Seller Parties shall immediately advise Purchaser in writing of the receipt, directly or indirectly, of any inquiries, discussion, negotiations, or proposals, whether oral or written, relating to an Acquisition Proposal (including the specific terms thereof and the identity of the other party or parties involved) and furnish to Purchaser within 24 hours of such receipt an accurate description of all material terms (including any changes or adjustment to such terms as a result of negotiations or otherwise) of any such inquiry, discussion, negotiation or proposal in addition to any information provided to any third party relating thereto. In addition, each of Seller Parties shall immediately advise Purchaser, in writing, if the Board of Directors of the Seller or Seller Bank shall make any determination as to any Acquisition Proposal. For purposes of this Agreement: (i) "Acquisition Proposal" means any inquiry, proposal or offer from any person relating to any direct or indirect acquisition or purchase of 25% or more of any class of equity securities of Seller or Seller Bank, any tender offer or exchange offer that if consummated would result in any person beneficially owning 25% or more of any class of equity securities of Seller or Seller Bank, any merger, consolidation, business combination, sale --22-- of substantially all the assets, recapitalization, liquidation, dissolution or similar transaction involving Seller or Seller Bank, other than the transactions contemplated by this Agreement, or any other transaction the consummation of which could reasonably be expected to impede, interfere with, prevent or materially delay the transactions contemplated by this Agreement or which would reasonably be expected to dilute materially the benefits to Purchaser, Purchaser Bank or Acquisition of the transactions contemplated hereby; and (ii) "Superior Proposal" means an Acquisition Proposal which a majority of the disinterested directors of Seller determines in its good faith judgment (based on advice of Seller's independent financial advisor, and (y) following to be more favorable to the end shareholders of Seller than the Non-Compete Period, the operation of any competitive business in the ordinary course of business, in each case, in and of itself, shall not constitute “interference” under this Section 3(c)Merger.

Nonsolicitation. For a period of three (3) years following the date hereof, Seller and each of Seller’s Affiliates shall not: (a) Seller agrees that from the Closing Date until the second anniversary of the Closing Date (the “Non-Solicit Period”), Seller will not, and will cause each other member of the Seller Group and their respective Affiliates not to, without obtaining the prior written consent of Acquiror, directly or indirectly, solicit any Continuing Employee to leave the employment of Acquiror or its Subsidiaries for employment with or other engagement to provide services to Seller or its Affiliates, violate the terms of their employment Contracts with Acquiror or any Subsidiary of Acquiror or hire any Continuing Employee; provided, however, that nothing in this Section 4.08(a) will restrict or preclude Seller or any member of the Seller Group from (i) making generalized solicitations of employees by the use of media advertisement or by engaging employment search firms that were not specifically instructed to solicit the Continuing Employees or (ii) soliciting any Continuing Employees whose employment with Acquiror or its Subsidiaries has been terminated by Acquiror or its Subsidiaries prior to such solicitation by Seller or other members of the Seller Group. (b) Acquiror agrees that during the Non-Solicit Period, Acquiror will not, and will cause each other member of the Acquiror Group not to, without obtaining the prior written consent of Seller, directly or indirectly, solicit any employee of Seller or its Subsidiaries listed on Section 4.08 of the Seller Disclosure Letter (which list Seller may update from time to time to include employees substantially involved in the provision of services under the Transition Services Agreement) (the “Seller Non-Solicit Employees”) to leave the employment of Seller or its Subsidiaries for employment with or other engagement to provide services to Acquiror or its Affiliates, violate the terms of their employment Contracts with Seller or any Subsidiary of Seller or hire any such Seller Non-Solicit Employees; provided, however, that nothing in this Section 4.08(b) will restrict or preclude Acquiror or any member of the Acquiror Group from (i) making generalized solicitations of employees by the use of media advertisement or by engaging employment search firms that were not specifically instructed to solicit the Seller Non-Solicit Employees or (ii) soliciting any Seller Non-Solicit Employees whose employment with Seller or its Subsidiaries has been terminated by Seller or its Subsidiaries prior to the first solicitation by Acquiror or other members of the Acquiror Group. (c) Seller agrees that during the Non-Solicit Period, Seller will not, directly or indirectly through any other employee or representative of the Seller Group, without obtaining the prior written consent of Acquiror, take any action to induce or attempt to induce, or assist anyone else to induce or attempt to induce, any Person who has been a client or customer of the Foxtail Business at any time during the twelve month period prior to the Closing Date, with respect to the goods and services of the type supplied by the Foxtail Business as of the Closing Date, to reduce or discontinue its business with the Foxtail Business or disclose to any other Person who would be reasonably likely to induce or attempt to induce any employee of the Company such customer to leave the employ of the Company, reduce or in any way interfere discontinue its business with the relationship between Foxtail Business or the Company and any employee thereof; provided that the placement material terms of any general advertisement or general solicitation such customer relationship; provided, however, that with respect to the public at large shall not constitute “interference” under any breach of this clause (a); (b) hire directly or through another entity any person who was an employee of the Company or any of its subsidiaries as of the date hereof; provided that, with the Company’s prior written consent (which consent shall not unreasonably be withheldSection 4.08(c), Seller and Seller’s Affiliates can hire any person who was an employee of the Company or any of its subsidiaries who has been fired by the Company or any of its subsidiaries; provided further that Acquiror must (i) within 90 calendar days after becoming aware of a breach or potential breach, deliver to Seller a written explanation specifying the basis for the avoidance of doubt, the Company’s withholding of consent with respect to Seller’s or Seller’s Affiliate’s hiring of any person shall be deemed reasonable if the Company determines in good faith that (x) the hiring of such person by Seller or Seller’s Affiliates would be detrimental to the business of the Company or (y) such person has caused such firing to occur in order to circumvent the restrictions of this Section 3(b), breach and (ii) if to the extent curable, give Seller or any an opportunity to cure such breach within five calendar days following delivery of Seller’s Affiliates wishes to hire any such person or persons, it shall so notify the Company (the “Notice’), which Notice shall set forth the identity of the former employee or employees and request the consent of the Company to such hiring, and, if the Company fails to notify the Seller or the notifying Affiliate within ten (10) days of the Company’s receipt of the Notice to it that it is withholding its consent, the Company shall be deemed to have granted such consent and the Seller or the notifying Affiliate may proceed to hire such former employee or employees; and (iii) nothing herein shall prevent a member of the ▇▇▇▇▇▇▇▇ family from hiring any other member of the ▇▇▇▇▇▇▇▇ family; or (c) induce or attempt to induce any supplier, vendor or other business relation of the Company to cease doing business with the Company, or in any way interfere with the relationship between any such supplier, vendor, or other business relation and the Company (including, without limitation, making any negative statements or communications concerning the Company); provided that (x) the hiring of any legal counsel, accountant or financial advisor, and (y) following the end of the Non-Compete Period, the operation of any competitive business in the ordinary course of business, in each case, in and of itself, shall not constitute “interference” under this Section 3(c)explanation.

Nonsolicitation. For (a) None of Parent, Seller, nor any other Subsidiary of Parent, except for Phosphate Resources Partners Limited Partnership, IMC Phosphates Company and their respective Subsidiaries, shall for a period of three two (32) years following the date hereofClosing Date: (i) solicit any Person who is as of the Closing Date or was during the 12 months prior to the Closing, a customer, marketer, distributor or supplier of Seller and each for the purpose of Seller’s Affiliates shall not: selling products or services manufactured or provided by the Business prior to the Closing or (aii) induce solicit any Person who is as of the Closing Date or attempt was during the 12 months prior to induce any the Closing, an employee of Seller primarily engaged in the Company to leave Business for the purpose, or with the intent, of enticing such employee away from or out of the employ of Buyer; provided, that the Companyrestriction in this clause (ii) shall not prevent Parent, Seller, or any other Subsidiary of Parent from (A) soliciting the employment of any Persons pursuant to a general solicitation not specifically targeted at any employees of Buyer or (B) soliciting the employment of any Persons whose employment has previously been terminated by Buyer. (b) If any provision contained in this Section 5.14 shall for any reason by held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 5.14, but this Section 5.14 shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable Law, or in any way interfere with the relationship between the Company construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and any employee thereof; provided that the placement of any general advertisement or general solicitation no effect, but to the public at large extent such provision would be valid or enforceable under applicable Law, a court of competent jurisdiction shall construe and interpret or reform this Section 5.14 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not constitute “interference” under this clause (a); (bgreater than those contained herein) hire directly or through another entity any person who was an employee of the Company or any of its subsidiaries as of the date hereof; provided that, with the Company’s prior written consent (which consent shall not unreasonably be withheld), Seller and Seller’s Affiliates can hire any person who was an employee of the Company or any of its subsidiaries who has been fired by the Company or any of its subsidiaries; provided further that (i) for the avoidance of doubt, the Company’s withholding of consent with respect to Seller’s or Seller’s Affiliate’s hiring of any person shall be deemed reasonable if the Company determines in good faith that (x) the hiring of valid and enforceable under such person by Seller or Seller’s Affiliates would be detrimental to the business of the Company or (y) such person has caused such firing to occur in order to circumvent the restrictions of this Section 3(b), (ii) if Seller or any of Seller’s Affiliates wishes to hire any such person or persons, it shall so notify the Company (the “Notice’), which Notice shall set forth the identity of the former employee or employees and request the consent of the Company to such hiring, and, if the Company fails to notify the Seller or the notifying Affiliate within ten (10) days of the Company’s receipt of the Notice to it that it is withholding its consent, the Company shall be deemed to have granted such consent and the Seller or the notifying Affiliate may proceed to hire such former employee or employees; and (iii) nothing herein shall prevent a member of the ▇▇▇▇▇▇▇▇ family from hiring any other member of the ▇▇▇▇▇▇▇▇ family; or (c) induce or attempt to induce any supplier, vendor or other business relation of the Company to cease doing business with the Company, or in any way interfere with the relationship between any such supplier, vendor, or other business relation and the Company (including, without limitation, making any negative statements or communications concerning the Company); provided that (x) the hiring of any legal counsel, accountant or financial advisor, and (y) following the end of the Non-Compete Period, the operation of any competitive business in the ordinary course of business, in each case, in and of itself, shall not constitute “interference” under this Section 3(c)applicable Law.

Nonsolicitation. For a period of three (3) years following the date hereof, Seller and each of Seller’s Affiliates shall not: (a) induce From the date of this Agreement until the earlier of (x) the Effective Time or attempt (y) the date on which this Agreement is terminated, other than in connection with the transactions contemplated hereby, each Parent Party agrees that it will not, and will not authorize or (to induce the extent within its control) permit any employee of its Subsidiaries or any of its or its Subsidiaries’ directors, officers, employees, agents or representatives (including investment bankers, attorneys and accountants), in each case in such directors’, officers’, employees’, agents’ or representatives’ capacity in such role with the applicable Parent Party, to, directly or indirectly, (i) initiate, solicit, or facilitate, or make any offers or proposals related to, an initial Business Combination, (ii) enter into, engage in or continue any discussions or negotiations with respect to any initial Business Combination with, or provide any non-public information, data or access to employees to, any Person that has made, or that is considering making, a proposal with respect to an initial Business Combination, or (iii) enter into any agreement relating to an initial Business Combination. Each Parent Party shall promptly notify the Company to leave the employ of the Company, or in any way interfere with the relationship between the Company and any employee thereof; provided that the placement of any general advertisement submissions, proposals or general solicitation offers made with respect to the public at large shall not constitute “interference” under this clause (a);an initial Business Combination as soon as practicable following such Parent Party’s awareness thereof. (b) hire From the date of this Agreement until the earlier of (x) the Effective Time or (y) the date on which this Agreement is terminated, other than in connection with the transactions contemplated hereby, the Company agrees that it will not, and will not authorize or (to the extent within its control) permit any of any Company Subsidiary or any of its or any Company Subsidiary’s Affiliates, directors, officers, employees, agents or representatives (including investment bankers, attorneys and accountants), in each case in such directors’, officers’, employees’, agents’ or representatives’ capacity in such role with the applicable Group Company, to, directly or through another entity indirectly, (i) initiate, solicit, or facilitate, or make any person who was offers or proposals related to, an employee Acquisition Proposal, (ii) engage in any discussions or negotiations with respect to an Acquisition Proposal with, or provide any non-public information or data to, any Person that has made, or informs the Company that it is considering making, an Acquisition Proposal, or (iii) enter into any agreement relating to an Acquisition Proposal. The Company shall give notice of any Acquisition Proposal to Parent as soon as practicable following its awareness thereof. For purposes of this Agreement, “Acquisition Proposal” means any contract, proposal, offer or indication of interest in any form, written or oral, relating to any transaction or series of related transactions (other than transactions with the Parent Parties) involving any acquisition, merger, amalgamation, share exchange, recapitalization, consolidation, liquidation or dissolution involving the acquisition of all or any material portion of the Company or any of its subsidiaries as of the date hereof; provided that, with the Company’s prior written consent (which consent shall not unreasonably be withheld), Seller and Seller’s Affiliates can hire any person who was an employee of the Company businesses or assets or any of its subsidiaries who has been fired by the Company or any of its subsidiaries; provided further that (i) for the avoidance of doubt, the Company’s withholding of consent with respect to Seller’s or Seller’s Affiliate’s hiring of any person shall be deemed reasonable if the Company determines in good faith that (x) the hiring of such person by Seller or Seller’s Affiliates would be detrimental to the business of the Company or (y) such person has caused such firing to occur in order to circumvent the restrictions of this Section 3(b), (ii) if Seller or any of Seller’s Affiliates wishes to hire any such person or persons, it shall so notify the Company (the “Notice’), which Notice shall set forth the identity of the former employee or employees and request the consent of the Company to such hiring, and, if the Company fails to notify the Seller or the notifying Affiliate within ten (10) days material portion of the Company’s receipt of the Notice to it that it is withholding its consent, the Company shall be deemed to have granted such consent and the Seller or the notifying Affiliate may proceed to hire such former employee or employees; and (iii) nothing herein shall prevent a member of the ▇▇▇▇▇▇▇▇ family from hiring any other member of the ▇▇▇▇▇▇▇▇ family; or (c) induce or attempt to induce any supplier, vendor capital stock or other business relation of the Company to cease doing business with the Company, or in any way interfere with the relationship between any such supplier, vendor, or other business relation and the Company (including, without limitation, making any negative statements or communications concerning the Company); provided that (x) the hiring of any legal counsel, accountant or financial advisor, and (y) following the end of the Non-Compete Period, the operation of any competitive business in the ordinary course of business, in each case, in and of itself, shall not constitute “interference” under this Section 3(c)equity interests.

Nonsolicitation. For a (a) The Executive acknowledges that in the course of his employment with the Company and its Subsidiaries he has become familiar, and he will become familiar, with the Company's and its Subsidiaries' trade secrets and with other Confidential Information and that his services have been and will be of special, unique and extraordinary value to the Company and its Subsidiaries. Therefore, the Executive agrees that, during the time he is employed by the Company and its Subsidiaries and for 2 years after any voluntary termination, termination without Cause, or termination for Cause of the Executive's employment (the "Nonsolicitation Period"), the Executive shall not solicit or attempt to divert or appropriate on behalf of any third party or on the Executive's own behalf, any business from any customer of the Company with which the Executive had contact in the course of his employment with Crispaire during the two-year period of three (3) years following prior to the date hereofof termination, Seller and each of Seller’s Affiliates shall not:for purposes competitive with any business in which the Company or its Subsidiaries engage or plan to engage. (ab) During the Nonsolicitation Period, the Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any Subsidiary to leave the employ of the CompanyCompany or such Subsidiary, or in any way interfere with the relationship between the Company or any Subsidiary and any employee thereof; provided that the placement of any general advertisement or general solicitation to the public at large shall not constitute “interference” under this clause , (a); (bii) hire directly or through another entity any person (other than persons employed in a clerical or non-professional position) who was an employee of the Company or any of its subsidiaries as of Subsidiary within the six month period preceding the date hereof; provided that, with the Company’s prior written consent (which consent shall not unreasonably be withheld), Seller and Seller’s Affiliates can hire any person who was an employee of the Company or any of its subsidiaries who has been fired by the Company or any of its subsidiaries; provided further that (i) for the avoidance of doubt, the Company’s withholding of consent with respect to Seller’s or Seller’s Affiliate’s hiring of any person shall be deemed reasonable if the Company determines in good faith that (x) the hiring of such person by Seller or Seller’s Affiliates would be detrimental to the business of the Company or (y) such person has caused such firing to occur in order to circumvent the restrictions of this Section 3(b), (ii) if Seller or any of Seller’s Affiliates wishes to hire any such person or persons, it shall so notify the Company (the “Notice’), which Notice shall set forth the identity of the former employee or employees and request the consent of the Company to such hiring, and, if the Company fails to notify the Seller or the notifying Affiliate within ten (10) days of the Company’s receipt of the Notice to it that it is withholding its consent, the Company shall be deemed to have granted such consent and the Seller or the notifying Affiliate may proceed to hire such former employee or employees; and (iii) nothing herein shall prevent a member of the ▇▇▇▇▇▇▇▇ family from hiring any other member of the ▇▇▇▇▇▇▇▇ family; or (c) induce or attempt to induce any customer, supplier, vendor licensee or other business relation of the Company or any Subsidiary with which the Executive had contact in the course of his employment with Crispaire during the two year period prior to the date of termination, to cease doing business with the CompanyCompany or such Subsidiary, or in any way interfere with the relationship between any such customer, supplier, vendor, licensee or other business relation and the Company or any Subsidiary. (includingc) If, without limitationat the time of enforcement of this Section 7, making a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties 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 restrictions contained herein to cover the maximum period, scope and area permitted by law. (d) In the event of a breach or a threatened breach by Executive of any negative statements or communications concerning of the provisions of this Section 7, the Company); provided that (x) , in addition and supplementary to any 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 hiring provisions hereof. Without limiting the Company's other remedies, in the event of the Executive's breach of any legal counsel, accountant or financial advisor, and (y) following the end of the Non-Compete Periodcovenants in this Section 7, as determined by a court of competent jurisdiction, the operation Company will have no further obligation to pay any of the amounts payable by it pursuant to Sections 3 or 4. (e) In the event of a breach of any competitive business in of the ordinary course Company's monetary obligations under this Agreement, as determined by a court of businesscompetent jurisdiction, in each case, in and of itself, the Executive shall not constitute “interference” under be bound by this Section 3(c)7.

Nonsolicitation. For As partial consideration for the grant of this Award, the Participant agrees that for a period of time beginning with the date hereof and ending on the later of (i) three (3) years following the date hereofGrant Date or (ii) three years following the Termination Date, Seller and each of Seller’s Affiliates the Participant shall not, directly or indirectly: (a) solicit, induce or attempt to induce encourage any employee of the Company to leave the employ of the Company, or in any way interfere with the relationship between the Company and any employee thereof; provided that the placement of any general advertisement or general solicitation to the public at large shall not constitute “interference” under this clause (a); (b) hire directly or through another entity any person who was an employee of the Company or any of its subsidiaries as of the date hereof; provided that, affiliates or Subsidiaries to terminate their employment with the Company’s prior written consent Company or any of its affiliates or Subsidiaries; (which consent shall not unreasonably be withheld)b) make any defamatory public statement concerning the financial performance, Seller and Seller’s Affiliates can hire any person who was an employee products, services, the Board or management personnel of the Company or any of its subsidiaries who has been fired affiliates or Subsidiaries, or the Participant’s employment. Nothing in this Paragraph 13(b) shall limit the Whistleblower Protections in any way or prohibit the Participant from providing truthful testimony in any legal, administrative or regulatory proceeding and the Participant may at all times respond truthfully to a lawfully-issued subpoena, court order or governmental inquiry or as otherwise may be required by law, provided, however, that upon receiving such lawfully-issued subpoena or court order, the Participant shall promptly provide, if allowed by applicable law or regulation, reasonable written notice to Company and cooperate with the Company to the extent reasonably necessary to protect the confidentiality of any proprietary or trade secret information of the Company or any of its subsidiaries; provided further that (i) for affiliates or Subsidiaries, and the avoidance of doubt, the Company’s withholding of consent with respect to Seller’s or Seller’s Affiliate’s hiring privacy rights of any person shall be deemed reasonable if the Company determines in good faith that (x) the hiring of such person by Seller or Seller’s Affiliates would be detrimental to the business of the Company or (y) such person has caused such firing to occur in order to circumvent the restrictions of this Section 3(b), (ii) if Seller or any of Seller’s Affiliates wishes to hire any such person or persons, it shall so notify the Company (the “Notice’), which Notice shall set forth the identity of the former employee or employees and request the consent of the Company to such hiring, and, if the Company fails to notify the Seller or the notifying Affiliate within ten (10) days of the Company’s receipt of the Notice to it that it is withholding its consent, the Company shall be deemed to have granted such consent and the Seller or the notifying Affiliate may proceed to hire such former employee or employees; and (iii) nothing herein shall prevent a member of the ▇▇▇▇▇▇▇▇ family from hiring any other member of the ▇▇▇▇▇▇▇▇ familydirector; or (c) induce use or disclose the Company’s confidential or proprietary information to induce, attempt to induce or knowingly encourage any supplier, vendor or other business relation Customer of the Company or any of its affiliates or Subsidiaries to cease divert any business or income from the Company or any of its affiliates or Subsidiaries, or to stop or alter the manner in which they are then doing business with the CompanyCompany or any of its affiliates or Subsidiaries. The term “Customer” shall mean any individual or business firm that is, or in any way interfere with within the relationship between any such supplierprior eighteen (18) months was, vendor, a customer or other business relation and client of the Company (includingor any of its affiliates, without limitation, making any negative statements whether or communications concerning not such business was actively solicited by the Company); provided that (x) the hiring of any legal counsel, accountant or financial advisor, and (y) following the end Participant on behalf of the Non-Compete Period, Company or any of its affiliates or Subsidiaries during the operation of any competitive business in the ordinary course of business, in each case, in and of itself, shall not constitute “interference” under this Section 3(c)Participant’s employment.

Nonsolicitation. For a period of three (3) years following the date hereof, Seller and each of Seller’s Affiliates shall not: (a) induce No Seller shall, nor will it permit any Affiliate to, for a period commencing upon the Closing Date and ending upon the second anniversary thereof, either directly or indirectly, recruit or hire or attempt to induce recruit or hire, directly or by assisting others, any employee employee, consultant, or independent contactor of the Company; provided, that this shall not restrict a Seller or its Affiliates from hiring an employee, consultant, or independent contactor of the Company who responds to leave the employ of the Company, or in any way interfere with the relationship between the Company and any employee thereof; provided that the placement of any general advertisement or a general solicitation to the public at large shall not constitute “interference” under this clause (a);through a newspaper, online service, recruiting firm or similar service or medium. (b) hire directly or through another entity any person who was an employee The covenants contained in this Section 6.11 on the part of the Company Sellers will be construed as ancillary to and independent of any other provision of this Agreement, and the existence of any claim or cause of action of the Sellers against Buyer or any officer, director, or shareholder of its subsidiaries as Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of the date hereof; provided thatcovenants of Seller contained in this Section 6.11. (c) If any Seller violates any covenant contained in this Section 6.11 and Buyer brings legal action for injunctive or other relief, with the Company’s prior written consent (which consent Buyer shall not unreasonably be withheld)not, Seller and Seller’s Affiliates can hire any person who was an employee as a result of the Company or time involved in obtaining the relief, be deprived of the benefit of the full period of any such covenant. Accordingly, the covenants of its subsidiaries who has been fired by the Company or any Sellers contained in this Section 6.11 shall be deemed to have durations as specified above, which periods shall commence upon the later of its subsidiaries; provided further that (i) for the avoidance Closing Date and (ii) the date of doubt, entry by a court of competent jurisdiction of a final judgment enforcing the Company’s withholding covenants of consent with respect such Seller in this Section 6.11. (d) The covenants of the Sellers contained in this Section may be assigned by Buyer to Seller’s or Seller’s Affiliate’s hiring of any person shall be deemed reasonable if the Company determines in good faith that (x) the hiring of such person by Seller or Seller’s Affiliates would be detrimental to whom the business of the Company or (y) such person has caused such firing to occur in order to circumvent the restrictions of this Section 3(b), (ii) if Seller or any of Seller’s Affiliates wishes to hire any such person or personsis transferred substantially as an entirety, it shall so notify being the Company (the “Notice’), which Notice shall set forth the identity intention of the former employee or employees parties hereto that such covenants shall inure to the benefit of any successor to the business and request the consent of the Company to such hiring, and, if the Company fails to notify the Seller or the notifying Affiliate within ten (10) days assets of the Company’s receipt of the Notice to it that it is withholding its consent, the Company shall be deemed to have granted such consent and the Seller or the notifying Affiliate may proceed to hire such former employee or employees; and (iii) nothing herein shall prevent a member of the ▇▇▇▇▇▇▇▇ family from hiring any other member of the ▇▇▇▇▇▇▇▇ family; or (c) induce or attempt to induce any supplier, vendor or other business relation of the Company to cease doing business with the Company, same force and effect as if such covenants had been made directly to such successor or in any way interfere with the relationship between any such supplier, vendor, or other business relation and the Company (including, without limitation, making any negative statements or communications concerning the Company); provided that (x) the hiring of any legal counsel, accountant or financial advisor, and (y) following the end of the Non-Compete Period, the operation of any competitive business in the ordinary course of business, in each case, in and of itself, shall not constitute “interference” under this Section 3(c)successors.

Nonsolicitation. For a period of three (3) years following the date hereof, Seller and each of Seller’s Affiliates shall not: (a) induce or attempt to induce any employee Except as otherwise mutually agreed by the Parties, Seller agrees that for a period from the date of this Agreement until the date that is six months after the Closing Date, it will not, and will cause the other members of the Company Seller Group not to, (i) solicit or request any other Person to solicit any Continuing Employee to leave the employ employment of Acquiror or another member of the CompanyAcquiror Group or to accept any position or employment with the Seller Group, except for general solicitations of employment not targeted towards the Continuing Employees, or in any way interfere with the relationship between the Company and any employee thereof; provided that the placement of any general advertisement or general solicitation to the public at large shall not constitute “interference” under this clause (a); (b) hire directly or through another entity any person who was an employee of the Company or any of its subsidiaries as of the date hereof; provided that, with the Company’s prior written consent (which consent shall not unreasonably be withheld), Seller and Seller’s Affiliates can hire any person who was an employee of the Company or any of its subsidiaries who has been fired by the Company or any of its subsidiaries; provided further that (i) for the avoidance of doubt, the Company’s withholding of consent with respect to Seller’s or Seller’s Affiliate’s hiring of any person shall be deemed reasonable if the Company determines in good faith that (x) the hiring of such person by Seller or Seller’s Affiliates would be detrimental to the business of the Company or (y) such person has caused such firing to occur in order to circumvent the restrictions of this Section 3(b), (ii) if Seller to the extent permitted by applicable law, employ (directly or indirectly as a contractor) any of Seller’s Affiliates wishes to hire any such person Continuing Employee who has voluntarily separated from employment with Acquiror or persons, it shall so notify the Company (the “Notice’), which Notice shall set forth the identity of the former employee or employees and request the consent of the Company to such hiring, and, if the Company fails to notify the Seller or the notifying Affiliate within ten (10) days of the Company’s receipt of the Notice to it that it is withholding its consent, the Company shall be deemed to have granted such consent and the Seller or the notifying Affiliate may proceed to hire such former employee or employees; and (iii) nothing herein shall prevent a another member of the ▇▇▇▇▇▇▇▇ family from hiring Acquiror Group within the immediately preceding six months, provided that after the six-month anniversary of the voluntary separation of such Continuing Employee, Seller or any other member of the ▇▇▇▇▇▇▇▇ family; orSeller Group may employ or retain as a contractor such individual in its sole discretion. (cb) induce or attempt Except as otherwise mutually agreed by the Parties, Acquiror agrees that for a period from the date of this Agreement, or, with respect to induce any supplierthe restrictions set forth in clause (i)(B) below, vendor or other business relation from the first day an individual is included in Section 4.09(b) of the Company Seller Disclosure Letter, until the date that is six months after the Closing Date, it will not, and will cause the other members of the Acquiror Group not to, (i) solicit or request any other Person to cease doing solicit (A) any officer of Seller or its Subsidiaries who works in a business similar to the Business or who otherwise negotiated or participated in the transactions contemplated by this Agreement or any Ancillary Agreement or (B) Seller’s or another member of the Seller Group’s agents or contractors listed on Section 4.09(b)(i) of the Seller Disclosure Letter (which Section 4.09(b)(i) may be updated by Seller from time to time) who are or have been directly involved in supporting activities relating to the effecting of the transactions contemplated by this Agreement or any Ancillary Agreement (such as pre-signing diligence or pre-closing readiness), provided, that Acquiror shall be permitted to hire the companies that employ such individuals but not the individual agents or contractors who represented Seller or another member of the Seller Group, to leave such employment or to accept any other position or employment with Acquiror or its Affiliates except for general solicitations of employment not targeted toward employees, agents or contractors of the Seller Group, (ii) to the extent permitted by applicable law, employ directly the “Restricted Individuals,” defined for purposes of this Agreement as (A) any employee of the Seller Group who has voluntarily separated from employment with Seller or another member of the Seller Group within the immediately preceding six months, provided that after the six-month anniversary of the voluntary separation of any such employee, Acquiror or another member of the Acquiror Group may employ or retain as a contractor such individual in its sole discretion, or (B) any Person set forth in Section 4.09(b)(ii) of the Seller Disclosure Letter who Acquiror has determined prior to the date of this Agreement was not eligible for an offer of employment with a member of the Acquiror Group in connection with the Companytransactions contemplated by this Agreement, or in any way interfere (iii) to the extent permitted by applicable Law, employ the Restricted Individuals indirectly as independent contractors unless the Restricted Individual is engaged by a third party contractor that is not (A) controlled by or affiliated with a current or former employee of Seller or another member of the relationship between any such supplier, vendorSeller Group or (B) solicited by Acquiror or another member of the Acquiror Group to hire the Restricted Individual, or other business relation and solicit the Company (including, without limitation, making any negative statements Restricted Individual using a job description unique to Seller or communications concerning the Company); provided that (x) the hiring of any legal counsel, accountant or financial advisor, and (y) following the end another member of the Non-Compete Period, Seller Group. In no event shall Acquiror or another member of the operation of Acquiror Group directly or indirectly solicit or hire as a contractor any competitive business in the ordinary course of business, in each case, in and of itself, shall not constitute “interference” under this Section 3(c)individual it knows or should have known is a Restricted Individual.

Nonsolicitation. For a period of three (3) years following the date hereof, Seller and each of Seller’s Affiliates shall not: (a) induce From the date of this Agreement until the earlier of (i) the Effective Time or attempt (ii) the date on which this Agreement is terminated, other than in connection with the transactions contemplated hereby, each Parent Party agrees that it will not, and will not authorize or (to induce the extent within its control) permit any employee of its Subsidiaries or any of its or its Subsidiaries’ directors, officers, employees, agents or representatives (including investment bankers, attorneys and accountants), in each case in such directors’, officers’, employees’, agents’ or representatives’ capacity in such role with the applicable Parent Party, to, directly or indirectly, (i) knowingly encourage, initiate, solicit or facilitate, offer or make any offers or proposals related to a Business Combination, (ii) enter into, engage in or continue any discussions or negotiations with respect to any Business Combination with, or provide any non-public information, data or access to employees to, any Person that has made, or that is considering making, a proposal with respect to a Business Combination, or (iii) enter into any agreement (whether or not binding) relating to a Business Combination. Each Parent Party shall promptly notify the Company to leave the employ of the Company, or in any way interfere with the relationship between the Company and any employee thereof; provided that the placement of any general advertisement submissions, proposals or general solicitation offers made with respect to the public at large shall not constitute “interference” under this clause (a);a Business Combination as soon as practicable following such Parent Party’s awareness thereof. (b) hire From the date of this Agreement until the earlier of (i) the Effective Time or (ii) the date on which this Agreement is terminated, the Company agrees that it will not, and will not authorize or (to the extent within its control) permit any of its Affiliates, directors, officers, employees, agents or representatives (including investment bankers, attorneys and accountants) to, directly or through another entity indirectly, (i) knowingly encourage, initiate, solicit, or facilitate any person who was inquiries regarding or the making of offers or proposals that constitute an employee Acquisition Proposal (except as otherwise required by Law), (ii) engage in any discussions or negotiations with respect to an Acquisition Proposal with, or provide any non-public information or data to, any Person that has made, or informs the Company that it is considering making, an Acquisition Proposal, or (iii) enter into any agreement (whether or not binding) relating to an Acquisition Proposal. The Company shall give notice of any Acquisition Proposal to Parent as soon as practicable following its awareness thereof. For purposes of this Agreement, “Acquisition Proposal” means any contract, proposal, offer or indication of interest in any form, written or oral, relating to any transaction or series of related transactions (other than transactions with the Parent Parties) involving any acquisition, merger, amalgamation, share exchange, recapitalization, consolidation, liquidation or dissolution involving acquisition of all or any material portion of the Company or any of its subsidiaries as of the date hereof; provided that, with the Company’s prior written consent (which consent shall not unreasonably be withheld), Seller and Seller’s Affiliates can hire any person who was an employee of the Company businesses or assets or any of its subsidiaries who has been fired by the Company or any of its subsidiaries; provided further that (i) for the avoidance of doubt, the Company’s withholding of consent with respect to Seller’s or Seller’s Affiliate’s hiring of any person shall be deemed reasonable if the Company determines in good faith that (x) the hiring of such person by Seller or Seller’s Affiliates would be detrimental to the business of the Company or (y) such person has caused such firing to occur in order to circumvent the restrictions of this Section 3(b), (ii) if Seller or any of Seller’s Affiliates wishes to hire any such person or persons, it shall so notify the Company (the “Notice’), which Notice shall set forth the identity of the former employee or employees and request the consent of the Company to such hiring, and, if the Company fails to notify the Seller or the notifying Affiliate within ten (10) days material portion of the Company’s receipt of the Notice to it that it is withholding its consent, the Company shall be deemed to have granted such consent and the Seller or the notifying Affiliate may proceed to hire such former employee or employees; and (iii) nothing herein shall prevent a member of the ▇▇▇▇▇▇▇▇ family from hiring any other member of the ▇▇▇▇▇▇▇▇ family; or (c) induce or attempt to induce any supplier, vendor capital stock or other business relation of the Company to cease doing business with the Company, or in any way interfere with the relationship between any such supplier, vendor, or other business relation and the Company (including, without limitation, making any negative statements or communications concerning the Company); provided that (x) the hiring of any legal counsel, accountant or financial advisor, and (y) following the end of the Non-Compete Period, the operation of any competitive business in the ordinary course of business, in each case, in and of itself, shall not constitute “interference” under this Section 3(c)equity interests.

Nonsolicitation. For (a) The Seller covenants and agrees that from and after the Closing Date and until the [**] of the Closing Date, the Seller shall not, and shall cause Seller Parent and its controlled Subsidiaries not to, directly or indirectly, hire or solicit any Business Employee who is given an offer of employment by the Buyer in accordance with the terms of Section 4.7 (an “Offered Employee”) or encourage any Offered Employee to leave his or her employment or hire any Offered Employee who has left such employment; provided, however, that a general solicitation which is not directed specifically to Offered Employees, and the hiring of an Offered Employee through such general solicitation, shall not be deemed a violation hereof and provided, further, that nothing in this Section 4.4(a) shall apply to the hiring of (i) an Offered Employee whose employment with the Buyer has been terminated for a period of three at least [**] or (3ii) years following an Offered Employee who approached the date hereof, Seller and each of Seller’s Affiliates shall not: (a) induce or attempt to induce any employee of the Company to leave the employ of the Company, or in any way interfere with the relationship between the Company and any employee thereof; provided that the placement of any general advertisement or general solicitation to the public at large shall not constitute “interference” under this clause (a);for employment on an unsolicited basis. (b) hire The Buyer covenants and agrees that from and after the Closing Date and until the [**] of the Closing Date, the Buyer shall not, and shall cause its controlled Subsidiaries not to, directly or through another entity indirectly, hire or solicit any person who was an employee employees of the Company Seller Parent or any of its subsidiaries as of Subsidiaries that (i) are related to the date hereof; provided that, MRT Program or (ii) the Buyer had contact with or obtained information about in connection with the Company’s prior written consent Contemplated Transactions (each, a “Seller Employee”) or encourage any Seller Employee to leave his or her employment or hire any Seller Employee who has left such employment; provided, however, that a general solicitation which consent is not directed specifically to Seller Employees, and the hiring of a Seller Employee through such general solicitation, shall not unreasonably be withheld)deemed a violation hereof and provided, further, that nothing in this Section 4.4(b) shall apply to the hiring of (i) a Seller and Seller’s Affiliates can hire any person who was an employee of the Company Employee whose employment with Seller Parent or any of its subsidiaries who Subsidiaries has been fired by the Company terminated for a period of at least [**] or any of its subsidiaries; provided further that (i) for the avoidance of doubt, the Company’s withholding of consent with respect to Seller’s or Seller’s Affiliate’s hiring of any person shall be deemed reasonable if the Company determines in good faith that (x) the hiring of such person by Seller or Seller’s Affiliates would be detrimental to the business of the Company or (y) such person has caused such firing to occur in order to circumvent the restrictions of this Section 3(b), (ii) if a Seller or any of Seller’s Affiliates wishes to hire any such person or persons, it shall so notify Employee who approached the Company (the “Notice’), which Notice shall set forth the identity of the former employee or employees and request the consent of the Company to such hiring, and, if the Company fails to notify the Seller or the notifying Affiliate within ten (10) days of the Company’s receipt of the Notice to it that it is withholding its consent, the Company shall be deemed to have granted such consent and the Seller or the notifying Affiliate may proceed to hire such former employee or employees; and (iii) nothing herein shall prevent a member of the ▇▇▇▇▇▇▇▇ family from hiring any other member of the ▇▇▇▇▇▇▇▇ family; orBuyer for employment on an unsolicited basis. (c) induce The parties acknowledge that the covenants set forth in this Section 4.4 are an essential element of this Agreement and that, but for these covenants, the parties would not have entered into this Agreement. The parties acknowledge that this Section 4.4 constitutes an independent covenant and shall not be affected by performance or attempt to induce any supplier, vendor or other business relation of the Company to cease doing business with the Company, or in any way interfere with the relationship between any such supplier, vendor, or other business relation and the Company (including, without limitation, making any negative statements or communications concerning the Company); provided that (x) the hiring nonperformance of any legal counsel, accountant other provision of this Agreement or financial advisor, and (y) following the end of the Non-Compete Period, the operation of any competitive business in the ordinary course of business, in each case, in and of itself, shall not constitute “interference” under this Section 3(c).other document contemplated

Nonsolicitation. For (a) Seller Parent and Seller agree that for a period of three one (31) years following year after the date hereofClosing Date, Seller they will not, and they will cause each of Seller’s their Affiliates shall not: not to, (a) entice, induce or attempt to induce cause (other than pursuant to general advertising not directed to such employees), any executive, officer or other key employee of the any Company to leave the terminate his or her employment with any Company or (b) employ of the Companyany such executive officer or other key employee; provided, or in any way interfere with the relationship between the Company and any employee thereof; provided however, that the placement of any general advertisement or general solicitation to the public at large foregoing restrictions shall not constitute “interference” under this clause be applicable with respect to any Person whose employment with Peabody or Buyer or their subsidiaries (a);including, after the Closing, any Company) has been terminated by Peabody or Buyer or their subsidiaries (including after the Closing, any Company) prior to such solicitation or employment. (b) hire directly Except as may otherwise be agreed to by the parties, Peabody and Buyer agree that for a period of one (1) year after the Closing Date, they will not, and they will cause each of their Affiliates not to, (a) entice, induce or through another entity attempt to cause (other than pursuant to general advertising not directed to such employees), any person who was an executive, officer or other key employee of the Company RAG American Coal Holding, Inc. or any of its subsidiaries as of (other than the date hereofCompanies) or (b) employ any such executive officer or other key employee; provided thatprovided, with however, that the Company’s prior written consent (which consent foregoing restrictions shall not unreasonably be withheld), Seller and Seller’s Affiliates can hire any person who was an employee of the Company or any of its subsidiaries who has been fired by the Company or any of its subsidiaries; provided further that (i) for the avoidance of doubt, the Company’s withholding of consent applicable with respect to Seller’s or Seller’s Affiliate’s hiring of any person shall be deemed reasonable if the Company determines in good faith that (x) the hiring of such person by Seller or Seller’s Affiliates would be detrimental to the business of the Company or (y) such person has caused such firing to occur in order to circumvent the restrictions of this Section 3(b), (ii) if Seller or any of Seller’s Affiliates wishes to hire any such person Person whose employment with RAG Coal Holding, Inc. or personsits subsidiaries has been terminated by RAG American Coal Holding, it shall so notify the Company (the “Notice’), which Notice shall set forth the identity of the former employee Inc. or employees and request the consent of the Company its subsidiaries prior to such hiring, and, if the Company fails to notify the Seller solicitation or the notifying Affiliate within ten (10) days of the Company’s receipt of the Notice to it that it is withholding its consent, the Company shall be deemed to have granted such consent and the Seller or the notifying Affiliate may proceed to hire such former employee or employees; and (iii) nothing herein shall prevent a member of the ▇▇▇▇▇▇▇▇ family from hiring any other member of the ▇▇▇▇▇▇▇▇ family; oremployment. (c) induce Each of Seller Parent and Seller, on the one hand, and Peabody and Buyer, on the other hand, hereby agrees that any remedy at law for any breach by it or attempt its Affiliates of this Section 5.8 would be inadequate, that the non-breaching party or parties shall be entitled to induce any supplier, vendor injunctive or other business relation equitable relief in such case in addition to any other right such non-breaching party or parties may have, whether at law or in equity. If it is ever held that any part of any of the Company covenants of this Section 5.8 is too broad to cease doing business with permit enforcement of such covenants to their fullest extent, each of Seller Parent and Seller, on the Companyone hand, or and Peabody and Buyer, on the other hand, hereby agrees that a court of competent jurisdiction is hereby authorized and directed to enforce such covenants to the maximum extent permitted by law, and each such party hereby consents and agrees that such scope may be judicially modified accordingly in any way interfere with proceeding brought to enforce such covenants. Seller Parent, Seller, Peabody and Buyer each acknowledge that in relation to this Agreement and in particular this clause it has received legal advice or has had the relationship between any such supplier, vendor, or other business relation and the Company (including, without limitation, making any negative statements or communications concerning the Company); provided that (x) the hiring opportunity of any obtaining legal counsel, accountant or financial advisor, and (y) following the end of the Non-Compete Period, the operation of any competitive business in the ordinary course of business, in each case, in and of itself, shall not constitute “interference” under this Section 3(c)advice.

Nonsolicitation. For (a) Throughout the period that begins at the date hereof and ends on the second anniversary of the Closing Date, Seller shall not, and shall cause its Affiliates not to, directly or indirectly, employ or solicit for employment any employee of any of the Companies, any Subsidiary on the Closing Date (“Buyer Restricted Persons”) without first obtaining the written consent of Buyer; provided, that Seller shall not be prohibited from employing any such person: (i) who responds to a bona fide general solicitation for employment contained in a newspaper or other periodical or websites that are not specifically directed to any Buyer Restricted Person or group of Buyer Restricted Persons, (ii) who is referred to Seller by search firms, employment agencies or other similar entities, provided, that such entities have not been specifically instructed by Seller to solicit any Buyer Restricted Person or group of Buyer Restricted Persons or (iii) whose employment was terminated by Buyer or has not been an employee of any of the Companies or any Subsidiary for a period of three six (36) years following months prior to the date hereof, Seller and each commencement of Sellerthat employee’s Affiliates shall not: (a) induce or attempt to induce any employee of the Company to leave the employ of the Company, or in any way interfere employment with the relationship between the Company and any employee thereof; provided that the placement of any general advertisement or general solicitation to the public at large shall not constitute “interference” under this clause (a);Seller. (b) hire Throughout the period that begins at the date hereof and ends on the second anniversary of the Closing Date, Buyer shall, and shall cause its Affiliates not to, directly or through another entity indirectly, employ or solicit for employment any person employee of any of the Seller Group on the Closing Date (“Seller Restricted Persons”) without first obtaining the written consent of Seller; provided, that Buyer shall not be prohibited from employing any such person: (i) who responds to a bona fide general solicitation for employment contained in a newspaper or other periodical or websites that are not specifically directed to any Seller Restricted Person or group of Seller Restricted Persons, (ii) who is referred to Buyer by search firms, employment agencies or other similar entities, provided, that such entities have not been specifically instructed by Buyer to solicit any Seller Restricted Person or group of Seller Restricted Persons or (iii) whose employment was terminated by Seller or has not been an employee of the Company or any Seller for a period of its subsidiaries as six (6) months prior to the commencement of the date hereof; provided that, that employee’s employment with the Company’s prior written consent (which consent shall not unreasonably be withheld), Seller and Seller’s Affiliates can hire any person who was an employee of the Company or any of its subsidiaries who has been fired by the Company or any of its subsidiaries; provided further that (i) for the avoidance of doubt, the Company’s withholding of consent with respect to Seller’s or Seller’s Affiliate’s hiring of any person shall be deemed reasonable if the Company determines in good faith that (x) the hiring of such person by Seller or Seller’s Affiliates would be detrimental to the business of the Company or (y) such person has caused such firing to occur in order to circumvent the restrictions of this Section 3(b), (ii) if Seller or any of Seller’s Affiliates wishes to hire any such person or persons, it shall so notify the Company (the “Notice’), which Notice shall set forth the identity of the former employee or employees and request the consent of the Company to such hiring, and, if the Company fails to notify the Seller or the notifying Affiliate within ten (10) days of the Company’s receipt of the Notice to it that it is withholding its consent, the Company shall be deemed to have granted such consent and the Seller or the notifying Affiliate may proceed to hire such former employee or employees; and (iii) nothing herein shall prevent a member of the ▇▇▇▇▇▇▇▇ family from hiring any other member of the ▇▇▇▇▇▇▇▇ family; orBuyer. (c) induce In the event this Agreement is terminated for any reason, throughout the period that begins on the date of termination of this Agreement and ends on the second anniversary thereof, Buyer shall not, directly or attempt indirectly, employ or solicit for employment any individual employed by any of the Companies or any Subsidiary on the date of termination of this Agreement without first obtaining the written consent of Seller; provided, that Buyer shall not be prohibited from employing any such person: (i) who responds to induce any supplier, vendor a bona fide general solicitation for employment contained in a newspaper or other business relation periodical or websites that are not specifically directed to such person or group of the Company Seller Restricted Persons or (ii) who is referred to cease doing business with the CompanyBuyer by search firms, or in any way interfere with the relationship between any such supplier, vendor, employment agencies or other business relation and the Company (includingsimilar entities, without limitationprovided, making that such entities have not been specifically instructed by Buyer to solicit any negative statements Seller Restricted Persons or communications concerning the Company); provided that (x) the hiring group of any legal counsel, accountant or financial advisor, and (y) following the end of the Non-Compete Period, the operation of any competitive business in the ordinary course of business, in each case, in and of itself, shall not constitute “interference” under this Section 3(c)Seller Restricted Persons.

Nonsolicitation. For a period The Parent hereby covenants and agrees that, prior to the Closing Date, the Parent shall not and shall not permit the Seller or any member of three either Company Group, (3whether directly or indirectly through its officers, directors, advisors, agents or other intermediaries) years following to (i) solicit, initiate or take any action to facilitate the date hereofsubmission of inquiries, Seller and each proposals or offers from any Person or group relating to (A) any acquisition or purchase of Seller’s Affiliates shall not: any portion of any Business or any Securities, (aB) induce any merger, consolidation, recapitalization, sale of all or attempt to induce any employee substantially all of the assets, liquidation, dissolution or similar transaction involving any member of either Company to leave the employ of the Company, or Group other than in any way interfere connection with the relationship between Reorganization or transactions HALLIBURTON COMPANY AGREEMENT AND PLAN OF RECAPITALIZATION 44 contemplated by this Agreement or (C) any other transaction that, if agreed to by the Company and any employee thereof; provided that the placement of any general advertisement or general solicitation to the public at large shall not constitute “interference” under this clause (a); (b) hire directly or through another entity any person who was an employee of the Company Parent or any of its subsidiaries as Subsidiaries, would contractually prohibit the Parent or the Seller from consummating all or any part of the date hereof; provided that, with the Company’s prior written consent transactions contemplated by this Agreement (which consent shall not unreasonably be withheldeach such transaction described in clauses (A), (B) and (C) being referred to herein as an "Acquisition Proposal"), or agree to or endorse any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations regarding any of the foregoing, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person (other than any Buyer) to do or seek any of the foregoing. The Parent shall, and shall cause the Seller and Seller’s Affiliates can hire any person who was an employee each member of the both Company or any of its subsidiaries who has been fired by the Company or any of its subsidiaries; provided further that Groups immediately (i) for the avoidance of doubtto cease and cause its officers, the Company’s withholding of consent directors, advisors, agents and other intermediaries to cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to Seller’s or Seller’s Affiliate’s hiring of any person shall be deemed reasonable if the Company determines in good faith that (x) the hiring of such person by Seller or Seller’s Affiliates would be detrimental to the business of the Company or (y) such person has caused such firing to occur in order to circumvent the restrictions of this Section 3(b), Acquisition Proposal and (ii) if Seller to provide written notification to the Acquiror of any submissions, proposals, offers or any inquiries relating to an Acquisition Proposal made prior to the Closing Date but shall not be required to disclose the contents of Seller’s Affiliates wishes to hire any such person proposal or persons, it shall so notify the Company (the “Notice’), which Notice shall set forth the identity of the former employee or employees and request the consent of the Company to such hiring, and, if the Company fails to notify the Seller or the notifying Affiliate within ten (10) days of the Company’s receipt of the Notice to it that it is withholding its consent, the Company shall be deemed to have granted such consent bidder. The Parent and the Seller hereby represent that they are not now engaged in discussions or negotiations with any party other than Acquiror with respect to any Acquisition Proposal. After the notifying Affiliate may proceed Closing Date, the Parent shall provide the Acquiror with copies of all written submissions, proposals, offers and inquiries relating to hire Acquisition Proposals except to the extent that the provisions of such former employee or employees; and (iii) nothing herein shall prevent a member information would violate any contractual obligation of the ▇▇▇▇▇▇▇▇ family from hiring any other member of the ▇▇▇▇▇▇▇▇ family; or (c) induce Parent or attempt to induce any supplier, vendor or other business relation of the Company to cease doing business with the Company, or in any way interfere with the relationship between any such supplier, vendor, or other business relation and the Company (including, without limitation, making any negative statements or communications concerning the Company); provided that (x) the hiring of any legal counsel, accountant or financial advisor, and (y) following the end of the Non-Compete Period, the operation of any competitive business in the ordinary course of business, in each case, in and of itself, shall not constitute “interference” under this Section 3(c)its Retained Subsidiaries.

Nonsolicitation. For In consideration of the compensation you received and will receive under this Agreement and in connection with the compensation you received and will receive under the Company’s now terminated Phantom Stock Plan, you covenant and agree with Company that during the period commencing on the Closing Date and terminating on the later of: (i) the fourth (4th) year anniversary of this Agreement; and (ii) five (5) years after the (x) latest date of your employment with the Company or the Parent or any affiliate of the Company or the Parent, or the last pay date of Salary Continuance defined above (the “Non-solicitation Term”), you will not, without the prior written consent of Parent, which may be withheld or given in the Parent’s sole discretion, act in any manner, including but not limited to, as an individual, owner, sole proprietor, founder, associate, promoter, partner, joint venturer, shareholders (other than as the record or beneficial owners of less than five percent (5%) of the outstanding shares of a period publicly traded corporation), officer, director, trustee, manager, employer, employee, licensor, licensee, principal, agent, salesman, broker, representative, consultant, advisor, investor or otherwise, directly or indirectly, to: (i) solicit, counsel or attempt to induce any person who is then in the employ of the Company or the Parent or any affiliate of the Company or the Parent, or who is then providing services as a consultant or agent of the Company or the Parent or any affiliate of the Company or the Parent, to leave the employ of or cease providing services, as applicable, to the Company or the Parent or any affiliate of the Company or the Parent, or employ or attempt to employ any such person or persons who at any time during the preceding three (3) years following was in the date hereofemploy of, Seller and each of Seller’s Affiliates shall not: (a) induce or attempt to induce any employee of provided services to, the Company to leave or the employ of the Company, Parent or in any way interfere with the relationship between the Company and any employee thereof; provided that the placement of any general advertisement or general solicitation to the public at large shall not constitute “interference” under this clause (a); (b) hire directly or through another entity any person who was an employee affiliate of the Company or the Parent; or (ii) solicit, bid for or perform for any of its subsidiaries as of the date hereof; provided that, with the Company’s prior written consent (which consent shall not unreasonably be withheld), Seller and Seller’s Affiliates can hire any person who was an employee then current customers of the Company or any of its subsidiaries who has been fired by the Company Parent or any of its subsidiaries; provided further that (i) for the avoidance of doubt, the Company’s withholding of consent with respect to Seller’s or Seller’s Affiliate’s hiring of any person shall be deemed reasonable if the Company determines in good faith that (x) the hiring of such person by Seller or Seller’s Affiliates would be detrimental to the business affiliate of the Company or the Parent (y) such person defined as a customer who has caused such firing to occur in order to circumvent done business with the restrictions of this Section 3(b), (ii) if Seller Company or the Parent or any Affiliate of Seller’s Affiliates wishes the Company or the Parent at any time within three (3) years prior to hire any such person or persons, it shall so notify the day before your last day of employment with the Company (the “Notice’), which Notice shall set forth the identity Look Back Period”) any services of the former employee type the Company or employees and request the consent Parent or any Affiliate of the Company to such hiring, and, if the Company fails to notify the Seller or the notifying Affiliate within ten (10Parent performed for such customer at any time during the Look Back Period. Your obligations under this Section 9(b) days shall remain in full force and effect during the Non-solicitation Term regardless of the Company’s receipt of the Notice to it that it is withholding its consent, the Company shall be deemed to have granted such consent and the Seller or the notifying Affiliate may proceed to hire such former employee or employees; and (iii) nothing herein shall prevent a member of the ▇▇▇▇▇▇▇▇ family from hiring any other member of the ▇▇▇▇▇▇▇▇ family; or (c) induce or attempt to induce any supplier, vendor or other business relation of the Company to cease doing business with the Company, or in any way interfere with the relationship between any such supplier, vendor, or other business relation and the Company (including, without limitation, making any negative statements or communications concerning the Company); provided that (x) the hiring Event of any legal counsel, accountant or financial advisorTermination set forth in Section 12(a), and (y) following whether you allege or claim that the end of Company or the Non-Compete Period, the operation of any competitive business in the ordinary course of business, in each case, in and of itself, shall not constitute “interference” under Parent has breached this Section 3(c)Agreement.

Nonsolicitation. For (a) Seller agrees that for a period of three two (32) years following after the date hereofClosing Date, Seller it will not, and it will cause each of Seller’s its Affiliates shall not: (including DBT for purposes of this Section 5.5) not to, (a) entice, induce or attempt to induce cause (other than pursuant to general advertising not directed to such employees), any executive officer or other key employee of the any Company to leave the terminate his or her employment with any Company or (b) hire or employ of the Companyany such executive officer or other key employee; provided, or in any way interfere with the relationship between the Company and any employee thereof; provided however, that the placement of any general advertisement or general solicitation to the public at large foregoing restrictions shall not constitute “interference” under this clause be applicable with respect to any Person whose employment with Buyer or its subsidiaries (a);including, after the Closing, any Company) has been terminated by Buyer or their subsidiaries (including after the Closing, any Company) prior to such solicitation or employment. (b) hire directly If and only if this Agreement is terminated prior to Closing, each of Seller and Buyer agree that it shall not, and it shall cause its Affiliates not to, during the two years following termination of this Agreement pursuant to its terms, (i) entice, induce or through another entity attempt to cause (other than pursuant to general advertising not directed to such employees), any person who was an executive, officer or other key employee of the Company other Party or any of its subsidiaries as of the date hereof; provided thatsuch other Party's Affiliates to terminate his or her employment with such other Party or (ii) employ any, with the Company’s prior written consent (which consent shall not unreasonably be withheld), Seller and Seller’s Affiliates can hire any person who was an executive officer or other key employee of the Company such other Party or any of its subsidiaries who has been fired by such other Party's Affiliates; provided, however, that the Company or any of its subsidiaries; provided further that (i) for the avoidance of doubt, the Company’s withholding of consent foregoing restrictions shall not be applicable with respect to Seller’s or Seller’s Affiliate’s hiring of any person shall be deemed reasonable if the Company determines in good faith that (x) the hiring of Person whose employment with such person other Party has been terminated by Seller or Seller’s Affiliates would be detrimental to the business of the Company or (y) such person has caused such firing to occur in order to circumvent the restrictions of this Section 3(b), (ii) if Seller or any of Seller’s Affiliates wishes to hire any such person or persons, it shall so notify the Company (the “Notice’), which Notice shall set forth the identity of the former employee or employees and request the consent of the Company other Party prior to such hiring, and, if the Company fails to notify the Seller solicitation or the notifying Affiliate within ten (10) days of the Company’s receipt of the Notice to it that it is withholding its consent, the Company shall be deemed to have granted such consent and the Seller or the notifying Affiliate may proceed to hire such former employee or employees; and (iii) nothing herein shall prevent a member of the ▇▇▇▇▇▇▇▇ family from hiring any other member of the ▇▇▇▇▇▇▇▇ family; oremployment. (c) induce Seller shall not, and shall cause its Affiliates not to, for a period of two years after the Closing Date, take any action that is designed or attempt intended to induce have the effect of discouraging any lessor, licensor, customer, supplier, vendor or other Person from having a business relation relationship or potential business relationship with the Companies, from time to time, or from maintaining business relationships or entering into a new business relationship with the Companies, from time to time, after the Closing. Seller shall, and shall cause its Affiliates to, refer all inquiries relating to the Business of the Company Companies to cease doing business Buyer from and after the Closing. Buyer acknowledges its understanding that, following the Closing Date, Affiliates of Seller will engage in coal sales and coal trading activities in competition with the CompanyCompanies, Buyer and their respective Affiliates, and nothing in this Agreement is intended or should be construed to limit or restrict in any way interfere with the relationship between right of Affiliates of Seller to engage in such coal sales and coal trading activities (including the right of Affiliates of Seller to solicit future business from current customers of any such supplier, vendor, Company). (d) Seller acknowledges and agrees that the covenants set forth in this Section 5.5 are necessary to protect the goodwill of the Companies being purchased by Buyer. Seller further acknowledges and agrees that Buyer's willingness to enter into this Agreement is conditioned and dependent upon Seller's promise to be bound by this Section 5.5. Each of Seller and Buyer hereby agrees that any remedy at law for any breach by it or its Affiliates of this Section 5.5 would be inadequate and that the non-breaching Party shall be entitled to injunctive or other business relation and the Company (includingequitable relief in such case in addition to any other right such non-breaching Party may have, without limitation, making whether at law or in equity. If it is ever held that any negative statements or communications concerning the Company); provided that (x) the hiring part of any legal counselof the covenants of this Section 5.5 is too broad to permit enforcement of such covenants to their fullest extent, accountant or financial advisoreach of Seller and Buyer hereby agrees that a court of competent jurisdiction is hereby authorized and directed to enforce such covenants to the maximum extent permitted by law, and (y) following each such Party hereby consents and agrees that such scope may be judicially modified accordingly in any proceeding brought to enforce such covenants. Seller and Buyer each acknowledges that in relation to this Agreement and in particular this clause it has received legal advice or has had the end opportunity of the Non-Compete Period, the operation of any competitive business in the ordinary course of business, in each case, in and of itself, shall not constitute “interference” under this Section 3(c)obtaining legal advice.