Common use of Employee Non-Solicitation Clause in Contracts

Employee Non-Solicitation. Executive further agrees that, during the Non-Competition Term, he will not solicit, directly or indirectly, or cause or permit others to solicit, directly or indirectly, any person (i) formerly employed by the Company or Belo + Company during the twelve (12) month period immediately preceding or following Executive’s termination of employment (“Former Employee”) or (ii) currently employed by the Company or Belo + Company (“Current Employee”). The term “solicit” includes, but is not limited to, the following (regardless of whether done directly or indirectly): (a) requesting that a Former or Current Employee change employment; (b) informing a Former or Current Employee that an opening exists elsewhere; (c) inquiring if a Former or Current Employee might have an interest in employment elsewhere; or (d) any other similar conduct, the intended or actual effect of which is that a Former or Current Employee affiliates with another employer or a Current Employee leaves the employment of the Company; provided, however, that Executive will not be in breach of this Section 8(c) merely due to any situation in which any Current Employee or Former Employee seeks employment by Executive or one of his affiliates in response to Executive’s or such affiliate’s general recruiting efforts not targeted at Current Employees or Former Employees but such Current Employee or Former Employee is not hired by Executive or one of his affiliates. If, during any period within the Non-Competition Term, Executive is not in compliance with the terms of Section 8, Executive agrees that the Company shall be entitled to, among other remedies, compliance by Executive with the terms of Section 8 for an additional period equal to the period of such noncompliance. For purposes of this Agreement, the term “Non-Competition Term” shall also include this additional period, if any. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of Section 8 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. The Company and Executive agree and stipulate that the agreements and covenants not to compete and not to solicit contained in Section 8 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company and are necessary to protect the Company’s and Belo + Company’s Confidential Information, customer goodwill and business interests; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete and not to solicit. Therefore, in furtherance of, and not in derogation of the provisions of Section 8, the Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of Section 8, that Section 8 shall be modified or reformed to restrict Executive’s competition with the Company or Belo + Company to the maximum extent as to time, geography and business scope, which the court finds enforceable; provided, however, in no event shall the provisions of Section 8 be modified or reformed by any court to be more restrictive to Executive than those contained herein.

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

Employee Non-Solicitation. Executive further agrees that, during From the Closing Date until the Non-Competition Term, he will not solicitCompete Termination Date, directly or indirectly, for itself or cause on behalf of another, solicit for employment or permit others to solicitengagement as an independent contractor, directly or indirectlyfor any other similar purpose, any person (i) formerly employed by who was in the Company or Belo + Company during the twelve (12) six-month period immediately preceding the solicitation, or following Executive’s termination of employment (“Former Employee”) or (ii) currently employed by is at the Company or Belo + Company (“Current Employee”). The term “solicit” includes, but is not limited to, the following (regardless of whether done directly or indirectly): (a) requesting that a Former or Current Employee change employment; (b) informing a Former or Current Employee that an opening exists elsewhere; (c) inquiring if a Former or Current Employee might have an interest in employment elsewhere; or (d) any other similar conduct, the intended or actual effect of which is that a Former or Current Employee affiliates with another employer or a Current Employee leaves the employment time of the Companysolicitation, an employee or independent contractor of Buyer or any of Buyer’s affiliates. Notwithstanding the foregoing, no Seller Party will be deemed to have breached its obligations under this Section if such personnel independently responded to a general solicitation for employment by such Seller Party. Each Seller Party acknowledges that the restrictions in this Section 8(d) are reasonable in scope and duration and are necessary to protect Buyer after the Closing. Each Seller Party acknowledges that such Seller Party’s breach of this Section 8(d) will cause irreparable damage to Buyer, and upon breach of any provision of this Section 8(d), Buyer will be entitled to injunctive relief, specific performance or other equitable relief without bond or other security; provided, however, that Executive the foregoing remedies will not be in breach no way limit any other remedies Buyer may have. Whenever possible each provision and term of this Section 8(c8(d) merely due will be interpreted in a manner to be effective and valid, but if any situation provision or term of this Section 8(d) is held to be prohibited by law or invalid, then such provision or term will be ineffective only to the extent of such prohibition or invalidity, without invalidating or affecting in which any Current Employee manner whatsoever the remainder of such provision or Former Employee seeks employment by Executive term or one of his affiliates in response to Executive’s the remaining provisions or such affiliate’s general recruiting efforts not targeted at Current Employees or Former Employees but such Current Employee or Former Employee is not hired by Executive or one of his affiliates. If, during any period within the Non-Competition Term, Executive is not in compliance with the terms of this Section 88(d). If any of the covenants set forth in this Section 8(d) are held by a court of competent jurisdiction to contain limitations as to time, Executive agrees that the Company shall be entitled to, among other remedies, compliance by Executive with the terms of Section 8 for an additional period equal to the period of such noncompliance. For purposes of this Agreement, the term “Non-Competition Term” shall also include this additional period, if any. Executive hereby acknowledges that the geographic boundaries, geographical area or scope of prohibited activities and the time duration of the provisions of Section 8 activity to be restrained that are not reasonable and are no broader impose a greater restraint than are is necessary to protect the legitimate goodwill or other business interests interest of Buyer, the Company. The Company and Executive agree and stipulate that court shall reform the agreements and covenants not to compete and not the extent necessary to solicit cause the limitations contained in Section 8 hereof are fair the covenants as to time, geographical area and scope of activity to be restrained to be reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company and are to impose a restraint that is not greater than necessary to protect the Company’s goodwill or other business interest of Buyer and Belo + Company’s Confidential Information, customer goodwill and business interests; provided however, Executive and enforce the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete and not to solicit. Therefore, in furtherance of, and not in derogation of the provisions of Section 8, the Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of Section 8, that Section 8 shall be modified or reformed to restrict Executive’s competition with the Company or Belo + Company to the maximum extent covenants as to time, geography and business scope, which the court finds enforceable; provided, however, in no event shall the provisions of Section 8 be modified or reformed by any court to be more restrictive to Executive than those contained hereinreformed.

Employee Non-Solicitation. Executive further agrees thatFor a period of two (2) years from and after the Effective Date, during (i) Sellers covenant and agree that Sellers will not, and will cause their Related Persons to not, without the Non-Competition Term, he will not solicitprior written consent of Buyer, directly or indirectly, solicit, induce or attempt to solicit or induce for employment any employee or agent of Buyer, the Acquired Companies or their Related Persons to terminate his or her relationship with Buyer, the Acquired Companies and/or their Related Persons, and (ii)_Buyer covenants and agrees that Buyer will not, and will cause or permit others its Related Persons to solicitnot, without the prior written consent of Seller, directly or indirectly, solicit, induce or attempt to solicit or induce for employment any person (i) formerly employed by the Company employee or Belo + Company during the twelve (12) month period immediately preceding agent of Seller or following Executive’s termination of employment (“Former Employee”) its Related Persons to terminate his or (ii) currently employed by the Company her relationship with Seller or Belo + Company (“Current Employee”). The term “solicit” includes, but is not limited to, the following (regardless of whether done directly or indirectly): (a) requesting that a Former or Current Employee change employment; (b) informing a Former or Current Employee that an opening exists elsewhere; (c) inquiring if a Former or Current Employee might have an interest in employment elsewhere; or (d) any other similar conduct, the intended or actual effect of which is that a Former or Current Employee affiliates with another employer or a Current Employee leaves the employment of the Companyits Related Persons; provided, however, that Executive will neither Party shall be prohibited from (i) employing or otherwise working with any such person who contacts such Party on his or her own initiative and without direct or indirect solicitation and (ii) conducting general solicitations for employees or independent contractors (which solicitations are not specifically targeted at any of the other Party’s employees) through the use of media advertisements, professional search firms or otherwise. The Parties intend the covenants set forth in this Section 6.7 to be enforced as written. However, in breach the event that any provision set forth in this Section 6.7 is held by a court of competent jurisdiction to be invalid or unenforceable to any extent, such court shall exercise its discretion in reforming such provision to the end that Sellers and Related Persons shall be subject to such restrictions and obligations as the court deems reasonable under the circumstances and enforceable by Buyer. In the event that a provision or term of this Section 8(c) merely due 6.7 is found to be void or unenforceable to any situation in which any Current Employee extent and such court does not exercise its discretion to reform such provision, it is the agreed upon intent of the parties hereto that all remaining provisions or Former Employee seeks employment by Executive or one of his affiliates in response to Executive’s or such affiliate’s general recruiting efforts not targeted at Current Employees or Former Employees but such Current Employee or Former Employee is not hired by Executive or one of his affiliates. If, during any period within the Non-Competition Term, Executive is not in compliance with the terms of Section 8, Executive agrees that the Company this Agreement shall be entitled to, among other remedies, compliance by Executive with the terms of Section 8 for an additional period equal to the period of such noncompliance. For purposes of this Agreement, the term “Non-Competition Term” shall also include this additional period, if any. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities remain in full force and the time duration of the provisions of Section 8 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. The Company and Executive agree and stipulate that the agreements and covenants not to compete and not to solicit contained in Section 8 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company and are necessary to protect the Company’s and Belo + Company’s Confidential Information, customer goodwill and business interests; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete and not to solicit. Therefore, in furtherance of, and not in derogation of the provisions of Section 8, the Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of Section 8, that Section 8 shall be modified or reformed to restrict Executive’s competition with the Company or Belo + Company effect to the maximum extent permitted by law and that this Agreement shall be enforceable as to time, geography and business scope, which the court finds enforceable; provided, however, in no event shall the provisions of Section 8 be modified if such void or reformed by any court to be more restrictive to Executive than those contained hereinunenforceable provision or term had never been a part hereof.

Employee Non-Solicitation. Executive further agrees that, during From the Closing Date until the Non-Competition Term, he will not solicitCompete Termination Date, directly or indirectly, for itself or cause on behalf of another, solicit for employment or permit others to solicitengagement as an independent contractor, directly or indirectlyfor any other similar purpose, any person (i) formerly employed by who was in the Company or Belo + Company during the twelve (12) six-month period immediately preceding the solicitation, or following Executive’s termination of employment (“Former Employee”) or (ii) currently employed by is at the Company or Belo + Company (“Current Employee”). The term “solicit” includes, but is not limited to, the following (regardless of whether done directly or indirectly): (a) requesting that a Former or Current Employee change employment; (b) informing a Former or Current Employee that an opening exists elsewhere; (c) inquiring if a Former or Current Employee might have an interest in employment elsewhere; or (d) any other similar conduct, the intended or actual effect of which is that a Former or Current Employee affiliates with another employer or a Current Employee leaves the employment time of the Companysolicitation, an employee or independent contractor of Buyer or any of Buyer’s Affiliates. Notwithstanding the foregoing, no Seller will be deemed to have breached its obligations under this Section if such personnel independently responded to a general solicitation for employment by such Seller. Each Seller acknowledges that the restrictions in this Section 4.4 are reasonable in scope and duration and are necessary to protect Buyer after the Closing. Each Seller acknowledges that any Seller’s breach of this Section 4.4 will cause irreparable damage to Buyer, and upon breach of any provision of this Section 4.4, Buyer will be entitled to injunctive relief, specific performance or other equitable relief without bond or other security; provided, however, that Executive the foregoing remedies will not be in breach no way limit any other remedies Buyer may have. Whenever possible each provision and term of this Section 8(c) merely due 4.4 will be interpreted in a manner to be effective and valid, but if any situation provision or term of this Section 4.4 is held to be prohibited by law or invalid, then such provision or term will be ineffective only to the extent of such prohibition or invalidity, without invalidating or affecting in which any Current Employee manner whatsoever the remainder of such provision or Former Employee seeks employment by Executive term or one of his affiliates in response to Executive’s the remaining provisions or such affiliate’s general recruiting efforts not targeted at Current Employees or Former Employees but such Current Employee or Former Employee is not hired by Executive or one of his affiliates. If, during any period within the Non-Competition Term, Executive is not in compliance with the terms of this Section 84.4. If any of the covenants set forth in this Section 4.4 are held by a court of competent jurisdiction to contain limitations as to time, Executive agrees that the Company shall be entitled to, among other remedies, compliance by Executive with the terms of Section 8 for an additional period equal to the period of such noncompliance. For purposes of this Agreement, the term “Non-Competition Term” shall also include this additional period, if any. Executive hereby acknowledges that the geographic boundaries, geographical area or scope of prohibited activities and the time duration of the provisions of Section 8 activity to be restrained that are not reasonable and are no broader impose a greater restraint than are is necessary to protect the legitimate goodwill or other business interests interest of Buyer, the Company. The Company and Executive agree and stipulate that court shall reform the agreements and covenants not to compete and not the extent necessary to solicit cause the limitations contained in Section 8 hereof are fair the covenants as to time, geographical area and scope of activity to be restrained to be reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company and are to impose a restraint that is not greater than necessary to protect the Company’s goodwill or other business interest of Buyer and Belo + Company’s Confidential Information, customer goodwill and business interests; provided however, Executive and enforce the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete and not to solicit. Therefore, in furtherance of, and not in derogation of the provisions of Section 8, the Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of Section 8, that Section 8 shall be modified or reformed to restrict Executive’s competition with the Company or Belo + Company to the maximum extent covenants as to time, geography and business scope, which the court finds enforceable; provided, however, in no event shall the provisions of Section 8 be modified or reformed by any court to be more restrictive to Executive than those contained hereinreformed.

Employee Non-Solicitation. Executive further agrees thatIn consideration for my employment with the Company and other valuable consideration, I agree that during the Non-Competition Termperiod of my Relationship with the Company and for a period of twelve (12) months thereafter, he I will not solicitnot, directly or indirectly, or cause or permit others to solicit, directly or indirectly, solicit any person (i) formerly who shall then be employed by the Company (as an employee or Belo + consultant) or who shall have been employed by the Company during (as an employee or consultant) within the prior twelve (12) month period immediately preceding period, on behalf of myself or following Executive’s termination of any other person, firm, corporation, association or other entity, for the purpose of: (a) soliciting such employee to terminate his or her employment (“Former Employee”) by the Company; or (iib) currently employed by encouraging such person to go to work for a Competing Business. The foregoing employee non-solicitation provision shall be limited to individuals: who are uniquely essential to the management, organization, sales, research and development, or service of the business, or similar role; with whom I am working or have worked; as to whom I have or have had supervisory responsibilities; or regarding whom I received Confidential Information, during the Look Back Period. In the event the Company loses an employee due, in whole or Belo + in part, to conduct by me that violates this Agreement prior to the issuance of injunctive relief, I shall pay the Company a sum equal to thirty percent (“Current Employee”)30%) of the annual wages of the person(s) who were improperly solicited and left the Company, based on such person’s last rate of pay with the Company. The term “solicit” includesThis payment shall not preclude or act as a substitute for any remedy that would otherwise be available, including but is not limited to, the following (regardless of whether done directly or indirectly): (a) requesting that a Former or Current Employee change employment; (b) informing a Former or Current Employee that an opening exists elsewhere; (c) inquiring if a Former or Current Employee might have an interest in employment elsewhere; or (d) any other similar conduct, the injunctive relief to prevent further violations. Nothing herein is intended or actual effect of which is to be construed as a prohibition against general advertising such as “help wanted” ads that a Former or Current Employee affiliates with another employer or a Current Employee leaves the employment of the Company; provided, however, that Executive will not be in breach of this Section 8(c) merely due to any situation in which any Current Employee or Former Employee seeks employment by Executive or one of his affiliates in response to Executive’s or such affiliate’s general recruiting efforts are not targeted at Current Employees or Former Employees but such Current Employee or Former Employee is not hired by Executive or one of his affiliates. If, during any period within the Non-Competition Term, Executive is not in compliance with the terms of Section 8, Executive agrees that the Company shall be entitled to, among other remedies, compliance by Executive with the terms of Section 8 for an additional period equal to the period of such noncompliance. For purposes of this Agreement, the term “Non-Competition Term” shall also include this additional period, if any. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of Section 8 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. The Company and Executive agree and stipulate that the agreements and covenants not to compete and not to solicit contained in Section 8 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company and are necessary to protect the Company’s and Belo + Company’s Confidential Information, customer goodwill and business interests; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements employees. This provision also does not to compete and not to solicit. Therefore, in furtherance of, and not in derogation preclude conduct protected by Section 7 of the provisions of Section 8National Labor Relations Act (NLRA) such as joining or forming a union, the Company engaging in collective bargaining, or engaging in other concerted activity for mutual aid and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of Section 8, that Section 8 shall be modified or reformed to restrict Executive’s competition with the Company or Belo + Company to the maximum extent as to time, geography and business scope, which the court finds enforceable; provided, however, in no event shall the provisions of Section 8 be modified or reformed by any court to be more restrictive to Executive than those contained hereinprotection.

Employee Non-Solicitation. Executive further agrees that, I agree that during the Non-Competition Termperiod of my employment with the Company and for a period of twelve (12) months thereafter, he I will not solicitnot, directly or indirectly, use or cause or permit others disclose the Company’s trade secrets to solicit, directly or indirectly, solicit any person (i) formerly who shall then be employed by the Company (as an employee or Belo + consultant) or who shall have been employed by the Company during (as an employee or consultant) within the prior twelve (12) month period immediately preceding period, on behalf of myself or following Executive’s termination any other person, firm, corporation, association or other entity, for the purpose of: (a) soliciting such employee to terminate his or her employment by the Company; or (b) encouraging such person to go to work for a Competing Business. The foregoing employee non-solicitation provision shall be limited to the solicitation of employment individuals: (“Former Employee”i) who are uniquely essential to the management, organization, sales, research and development, or service of the business, or similar role; and (ii) currently employed by with whom I am working or have worked, as to whom I have or have had supervisory responsibilities, or regarding whom I received Confidential Information, in each case during the Look Back Period. In the event the Company loses an employee due, in whole or Belo + in part, to conduct by me that violates this Agreement prior to the issuance of injunctive relief, I shall pay the Company a sum equal to thirty percent (“Current Employee”)30%) of the annual wages of the person(s) who were improperly solicited and left the Company, based on such person’s last rate of pay with the Company. The term “solicit” includesThis payment shall not preclude or act as a substitute for any remedy that would otherwise be available, including but is not limited to, the following (regardless of whether done directly or indirectly): (a) requesting that a Former or Current Employee change employment; (b) informing a Former or Current Employee that an opening exists elsewhere; (c) inquiring if a Former or Current Employee might have an interest in employment elsewhere; or (d) any other similar conduct, the injunctive relief to prevent further violations. Nothing herein is intended or actual effect of which is to be construed as a prohibition against general advertising such as “help wanted” ads that a Former or Current Employee affiliates with another employer or a Current Employee leaves are not targeted at the employment Company’s employees. This provision also does not preclude conduct protected by Section 7 of the Company; providedNational Labor Relations Act (NLRA) such as joining or forming a union, howeverengaging in collective bargaining, or engaging in other concerted activity for mutual aid and protection. I acknowledge that Executive will not be in breach I have read Appendix A of this Agreement and understand that the applicability of this Section 8(c) merely due may be limited and / or may be subject to any situation in which any Current Employee or Former Employee seeks employment by Executive or one change, depending on the location of his affiliates in response to Executive’s or such affiliate’s general recruiting efforts not targeted at Current Employees or Former Employees but such Current Employee or Former Employee is not hired by Executive or one of his affiliates. If, during any period within the Non-Competition Term, Executive is not in compliance with the terms of Section 8, Executive agrees that the Company shall be entitled to, among other remedies, compliance by Executive with the terms of Section 8 for an additional period equal to the period of such noncompliance. For purposes of this Agreement, the term “Non-Competition Term” shall also include this additional period, if any. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of Section 8 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. The Company and Executive agree and stipulate that the agreements and covenants not to compete and not to solicit contained in Section 8 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company and are necessary to protect the Company’s and Belo + Company’s Confidential Information, customer goodwill and business interests; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete and not to solicit. Therefore, in furtherance of, and not in derogation of the provisions of Section 8, the Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of Section 8, that Section 8 shall be modified or reformed to restrict Executive’s competition with the Company or Belo + Company to the maximum extent as to time, geography and business scope, which the court finds enforceable; provided, however, in no event shall the provisions of Section 8 be modified or reformed by any court to be more restrictive to Executive than those contained hereinmy work.

Employee Non-Solicitation. Executive further agrees thatIn consideration for my employment with the Company and other valuable consideration, I agree that during the Non-Competition Termperiod of my Relationship with the Company and for a period of twelve (12) months thereafter, he I will not solicitnot, directly or indirectly, or cause or permit others to solicit, directly or indirectly, solicit any person (i) formerly who shall then be employed by the Company (as an employee or Belo + consultant) or who shall have been employed by the Company during (as an employee or consultant) within the prior twelve (12) month period immediately preceding period, on behalf of myself or following Executive’s termination any other person, firm, corporation, association or other entity, for the purpose of: (a) soliciting such employee to terminate his or her employment by the Company; or (b) encouraging such person to go to work for a Competing Business. The foregoing employee non-solicitation provision shall be limited to individuals: who (i) are uniquely essential to the management, organization, sales, research and development, or service of employment (“Former Employee”) the business, or similar role; and (ii) currently employed by with whom I am working or have worked, as to whom I have or have had supervisory responsibilities, or regarding whom I received Confidential Information, in each case during the Look Back Period. In the event the Company loses an employee due, in whole or Belo + in part, to conduct by me that violates this Agreement prior to the issuance of injunctive relief, I shall pay the Company a sum equal to thirty percent (“Current Employee”)30%) of the annual wages of the person(s) who were improperly solicited and left the Company, based on such person’s last rate of pay with the Company. The term “solicit” includesThis payment shall not preclude or act as a substitute for any remedy that would otherwise be available, including but is not limited to, the following (regardless of whether done directly or indirectly): (a) requesting that a Former or Current Employee change employment; (b) informing a Former or Current Employee that an opening exists elsewhere; (c) inquiring if a Former or Current Employee might have an interest in employment elsewhere; or (d) any other similar conduct, the injunctive relief to prevent further violations. Nothing herein is intended or actual effect of which is to be construed as a prohibition against general advertising such as “help wanted” ads that a Former or Current Employee affiliates with another employer or a Current Employee leaves the employment of the Company; provided, however, that Executive will not be in breach of this Section 8(c) merely due to any situation in which any Current Employee or Former Employee seeks employment by Executive or one of his affiliates in response to Executive’s or such affiliate’s general recruiting efforts are not targeted at Current Employees or Former Employees but such Current Employee or Former Employee is not hired by Executive or one of his affiliates. If, during any period within the Non-Competition Term, Executive is not in compliance with the terms of Section 8, Executive agrees that the Company shall be entitled to, among other remedies, compliance by Executive with the terms of Section 8 for an additional period equal to the period of such noncompliance. For purposes of this Agreement, the term “Non-Competition Term” shall also include this additional period, if any. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of Section 8 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. The Company and Executive agree and stipulate that the agreements and covenants not to compete and not to solicit contained in Section 8 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company and are necessary to protect the Company’s and Belo + Company’s Confidential Information, customer goodwill and business interests; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements employees. This provision also does not to compete and not to solicit. Therefore, in furtherance of, and not in derogation preclude conduct protected by Section 7 of the provisions of Section 8National Labor Relations Act (NLRA) such as joining or forming a union, the Company engaging in collective bargaining, or engaging in other concerted activity for mutual aid and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of Section 8, that Section 8 shall be modified or reformed to restrict Executive’s competition with the Company or Belo + Company to the maximum extent as to time, geography and business scope, which the court finds enforceable; provided, however, in no event shall the provisions of Section 8 be modified or reformed by any court to be more restrictive to Executive than those contained hereinprotection.

Employee Non-Solicitation. Executive further agrees that, during the Non-Competition Term, he will not solicit, directly or indirectly, or cause or permit others to solicit, directly or indirectly, any person (i) formerly employed by the Company Company, the DMV Portfolio or Belo + Company the TCV Entities during the twelve (12) month period immediately preceding or following Executive’s termination of employment (“Former Employee”) or (ii) currently employed by the Company Company, the DMV Portfolio or Belo + Company the TCV Entities (“Current Employee”). The term “solicit” includes, but is not limited to, the following (regardless of whether done directly or indirectly): (a) requesting that a Former or Current Employee change employment; (b) informing a Former or Current Employee that an opening exists elsewhere; (c) inquiring if a Former or Current Employee might have an interest in employment elsewhere; or (d) any other similar conduct, the intended or actual effect of which is that a Former or Current Employee affiliates with another employer or a Current Employee leaves the employment of the Company; provided, however, that Executive will not be in breach of this Section 8(c) merely due to any situation in which any Current Employee or Former Employee seeks employment by Executive or one of his affiliates in response to Executive’s or such affiliate’s general recruiting efforts not targeted at Current Employees or Former Employees but such Current Employee or Former Employee is not hired by Executive or one of his affiliates. If, during any period within the Non-Competition Term, Executive is not in compliance with the terms of Section 8, Executive agrees that the Company shall be entitled to, among other remedies, compliance by Executive with the terms of Section 8 for an additional period equal to the period of such noncompliance. For purposes of this Agreement, the term “Non-Competition Term” shall also include this additional period, if any. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of Section 8 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. The Company and Executive agree and stipulate that the agreements and covenants not to compete and not to solicit contained in Section 8 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company and are necessary to protect the Company’s, the DMV Portfolio’s and Belo + Company’s the TCV Entities’ Confidential Information, customer goodwill and business interests; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete and not to solicit. Therefore, in furtherance of, and not in derogation of the provisions of Section 8, the Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of Section 8, that Section 8 shall be modified or reformed to restrict Executive’s competition with the Company Company, the DMV Portfolio or Belo + Company the TCV Entities to the maximum extent as to time, geography and business scope, which the court finds enforceable; provided, however, in no event shall the provisions of Section 8 be modified or reformed by any court to be more restrictive to Executive than those contained herein.