Common use of Non-Solicitation; Non-Competition Clause in Contracts

Non-Solicitation; Non-Competition. In addition, during the Restricted Period (as defined below), you will not, directly or indirectly, in any manner, other than for the benefit of the Company, (a) call upon or solicit for the purposes of diverting or taking away, or otherwise divert or take away any of the customers, business or prospective customers of the Company or any of its suppliers with whom you had contact with or about whom you learned information during your employment with the Company, or request or cause any of the above to cancel or terminate any part or their relationship with the Company or refuse to enter into any business relationship with the Company, (b) solicit, entice or attempt to persuade any other employee, agent or consultant of the Company to leave the services of the Company for any reason or take any other action that may cause any such individual to terminate his or her employment with, or otherwise cease his or her relationship with, the Company, or assist in such hiring or engagement by another person or business entity, and/or (c) own, operate, manage, control, engage in, participate in, invest in, permit your name to be used by, act as a consultant or advisor to, render services for (alone or in association with any other person or entity), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which, directly or indirectly, wholly or partly, competes with the Company, provided, however, nothing herein shall prevent you from engaging in any activity with, or holding any financial interest in, a non-competitive division or affiliate of an entity engaged in a business that competes with the Company, provided, that none of your activities or financial interests in respect of such non-competitive division or affiliate would cause you to otherwise breach your obligations hereunder in respect of the entity engaged in a business that competes with the Company for the Restricted Period as if you were still an employee of the Company. You acknowledge and agree that if you violate any of the provisions of this paragraph 15, the running of the Restricted Period will be extended by the time during which you engage in such violation(s). For purposes of this Agreement, the term “Restricted Period” shall mean the period of twelve (12) months immediately following the Termination Date. Notwithstanding the provisions of this Section 15, an exception will be made for your personal assistant.

Non-Solicitation; Non-Competition. In addition, during Without the Restricted Period (as defined below), you will not, directly or indirectly, in any manner, other than for the benefit prior written consent of the Company, (a) call upon or solicit for during the purposes term of diverting or taking away, or otherwise divert or take away any of the customers, business or prospective customers of the Company or any of its suppliers with whom you had contact with or about whom you learned information during your employment with the Company, or request or cause any of the above to cancel or terminate any part or their relationship with the Company or refuse to enter into any business relationship with the Company, (b) solicit, entice or attempt to persuade any other employee, agent or consultant of the Company to leave the services of the Company and for any reason or take any other action that may cause any such individual to terminate his or her employment with, or otherwise cease his or her relationship with, the Company, or assist in such hiring or engagement by another person or business entity, and/or (c) own, operate, manage, control, engage in, participate in, invest in, permit your name to be used by, act as a consultant or advisor to, render services for (alone or in association with any other person or entity), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which, directly or indirectly, wholly or partly, competes with the Company, provided, however, nothing herein shall prevent you from engaging in any activity with, or holding any financial interest in, a non-competitive division or affiliate of an entity engaged in a business that competes with the Company, provided, that none of your activities or financial interests in respect of such non-competitive division or affiliate would cause you to otherwise breach your obligations hereunder in respect of the entity engaged in a business that competes with the Company for the Restricted Period as if you were still an employee of the Company. You acknowledge and agree that if you violate any of the provisions of this paragraph 15, the running of the Restricted Period will be extended by the time during which you engage in such violation(s). For purposes of this Agreement, the term “Restricted Period” shall mean the period of twelve (12) months after the termination of your employment with the Company, either unilaterally by you or by the Company for Cause, you shall not (i) become engaged in X X X X X X X X & S T R U G G L E S or otherwise become interested in, whether as an owner, officer, employee, consultant, director, stockholder, or otherwise, any company, enterprise or entity that provides or intends to provide services similar to those provided by the Company in the geographical area which you served during your employment with the Company; (ii) directly or indirectly solicit or assist any other person in soliciting any client of the Company with whom you had direct professional contact during the twelve (12) months immediately following prior to the Termination Datetermination of your employment with the Company and during which you learned confidential information, or whose account you oversaw during your employment with the Company; (iii) directly or indirectly solicit, or assist any other person in soliciting, any employee of the Company or its affiliates (as of your termination of employment with the Company) or any person who, as of such date, was in the process of being recruited by the Company or its affiliates, or induce any such employee to terminate his or her employment with the Company or its affiliates; or (iv) hire or assist another in hiring any employee of the Company or its affiliates who potentially possesses the Company or its Affiliate’s Confidential Information for a position where the employee’s knowledge of such information might be relevant. Notwithstanding the The provisions of this Section 1515 shall be in addition to any restrictive covenants that are set forth in or otherwise required by Company benefit plans. In the case of a discrepancy between this Section and any such restrictive covenant, an exception the more restrictive language will be made for your personal assistantapply.

Non-Solicitation; Non-Competition. In additionDuring Mxxxx’ employment with the Company, during and for (12) twelve months following the last day of employment with the Company (the “Restricted Period (as defined belowPeriod”), you Mxxxx will not, except with prior written approval of the Company’s President, directly or indirectly, in individually or as part of or on behalf of any mannerother person, company, employer or other than for the benefit of the Company, entity: (a) call upon induce, hire, or attempt to solicit for the purposes of diverting or taking awayhire, or otherwise divert or take away any of the customers, business or prospective customers of the Company or any of its suppliers with whom you had contact with or about whom you learned information during your employment with the Company, or request or cause any of the above encourage to cancel or terminate any part or end their relationship with the Company or refuse to enter into any business relationship with the Company, any persons who have been employed by the Company at any time within the previous six (6) months; (b) induce, solicit, entice or attempt to persuade induce or solicit, any other employeecustomer, agent supplier, licensee, or consultant business relation of the Company to leave the services of cease doing business with the Company for or to interfere in any reason way with the Company’s relationship with any customer, supplier, licensee, or take business relation; (c) directly or indirectly, alone or as a consultant, partner, officer, director, employee, joint ventures, lender or stockholder of any other action that may cause any such individual to terminate his or her entity, accept employment with, or otherwise cease his provide services to, any business or her relationship with, entity that is engaged in any product and/or service line of the Company that exists or is in the process of being formed or acquired during the time that Employee is providing services with the Company, with respect to which (A) Mxxxx is actively engaged or assist (B) the Mxxxx has learned or received Confidential Information, anywhere within a 250 mile radius of the Company or one of its subsidiary offices at the time of termination (a “Competitor”); provided that the Mxxxx may be a stockholder of a publicly-held Competitor if the Mxxxx’ ownership of such Competitor does not exceed two percent (2%) of the issued and outstanding shares of the Competitor. Mxxxx agrees that these provisions are necessary to protect the Company’s legitimate business interests. Mxxxx warrants that the provisions will not unreasonably interfere in such hiring his ability to earn a living or engagement by another person or business entity, and/or (c) own, operate, manage, control, engage in, participate in, invest in, permit your name to be used by, act as a consultant or advisor to, render services for (alone or in association with any other person or entity), or otherwise assist pursue his occupation after the Termination Date. Mxxxx agrees to notify any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which, directly or indirectly, wholly or partly, competes with the Company, provided, however, nothing herein shall prevent you from engaging in any activity with, or holding any financial interest in, a non-competitive division or affiliate of an entity engaged in a business that competes with the Company, provided, that none of your activities or financial interests in respect of such non-competitive division or affiliate would cause you to otherwise breach your obligations hereunder in respect of the entity engaged in a business that competes with the Company for which he provides services during the Restricted Period as if you were still an employee of the Company. You acknowledge and agree that if you violate any of the provisions of his obligations under this paragraph 15, the running of the Restricted Period will be extended by the time during which you engage in such violation(s). For purposes of this Agreement, the term “Restricted Period” shall mean the period of twelve (12) months immediately following the Termination Date. Notwithstanding the provisions of this Section 15, an exception will be made for your personal assistantSection.

Non-Solicitation; Non-Competition. In addition, during Without the Restricted Period (as defined below), you will not, directly or indirectly, in any manner, other than for the benefit prior written consent of the Company, (a) call upon or solicit for during the purposes term of diverting or taking away, or otherwise divert or take away any of the customers, business or prospective customers of the Company or any of its suppliers with whom you had contact with or about whom you learned information during your employment with the Company, or request or cause any of the above to cancel or terminate any part or their relationship with the Company or refuse to enter into any business relationship with the Company, (b) solicit, entice or attempt to persuade any other employee, agent or consultant of the Company to leave the services of the Company and for any reason or take any other action that may cause any such individual to terminate his or her employment with, or otherwise cease his or her relationship with, the Company, or assist in such hiring or engagement by another person or business entity, and/or (c) own, operate, manage, control, engage in, participate in, invest in, permit your name to be used by, act as a consultant or advisor to, render services for (alone or in association with any other person or entity), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which, directly or indirectly, wholly or partly, competes with the Company, provided, however, nothing herein shall prevent you from engaging in any activity with, or holding any financial interest in, a non-competitive division or affiliate of an entity engaged in a business that competes with the Company, provided, that none of your activities or financial interests in respect of such non-competitive division or affiliate would cause you to otherwise breach your obligations hereunder in respect of the entity engaged in a business that competes with the Company for the Restricted Period as if you were still an employee of the Company. You acknowledge and agree that if you violate any of the provisions of this paragraph 15, the running of the Restricted Period will be extended by the time during which you engage in such violation(s). For purposes of this Agreement, the term “Restricted Period” shall mean the period of twelve (12) months after the termination of your employment with the Company, either unilaterally by you or by the Company for Cause, you shall not (i) become engaged in or otherwise become interested in a role that provides or intends to provide similar services in the geographical area which you are serving currently; (ii) directly or indirectly solicit or assist any other person in soliciting any client of the Company with whom you had direct professional contact during the twelve (12) months immediately following prior to the Termination Datetermination of your employment with the Company and during which you learned confidential information, or whose account you oversaw during your employment with the Company; (iii) directly or indirectly solicit, or assist any other person in soliciting, any employee of the Company or its affiliates (as of your termination of employment with the Company) or any person who, as of such date, was in the process of being recruited by the Company or its affiliates, or induce any such employee to terminate his or her employment with the Company or its affiliates; or (iv) hire or assist another in hiring any employee of the Company or its affiliates who potentially possesses the Company or its Affiliate’s Confidential Information for a position where the employee’s knowledge of such information might be relevant. Notwithstanding the The provisions of this Section 1514 shall be in addition to any restrictive covenants that are set forth in or otherwise required by Company benefit plans. In the case of a discrepancy between this Section and any such restrictive covenant, an exception the more restrictive language will be made for your personal assistantapply.

Non-Solicitation; Non-Competition. In addition, during Without the Restricted Period (as defined below), you will not, directly or indirectly, in any manner, other than for the benefit prior written consent of the Company, during the term of your employment with the Company and for a period of six (a6) call upon or solicit for months after the purposes termination of diverting or taking awayyour employment by the Company, unless such termination was without Cause, or if such termination was by you for other than Good Reason, you shall not (i) become engaged in or otherwise divert become interested in, whether as an owner, officer, employee, consultant, director, stockholder, or take away otherwise, any of the customerscompany, business enterprise or prospective customers of entity that provides or intends to provide services similar to those provided by the Company or any of its suppliers with whom in the geographical area which you had contact with or about whom you learned information served during your employment with the Company, ; (ii) directly or request indirectly solicit or cause assist any other person in soliciting any client of the above Company with whom you had direct professional contact during the twelve (12) months Xx. Xxxxxx X. Gwin September 26, 2006 immediately prior to cancel or terminate any part or their relationship the termination of your employment with the Company and during which you learned confidential information, or refuse to enter into any business relationship whose account you oversaw during your employment with the Company, ; (biii) directly or indirectly solicit, entice or attempt to persuade assist any other employeeperson in soliciting, agent or consultant any employee of the Company to leave or its affiliates (as of your termination of employment with the services Company) or any person who, as of such date, was in the process of being recruited by the Company for any reason or take any other action that may cause its affiliates, or induce any such individual employee to terminate his or her employment with, or otherwise cease his or her relationship with, the Company, or assist in such hiring or engagement by another person or business entity, and/or (c) own, operate, manage, control, engage in, participate in, invest in, permit your name to be used by, act as a consultant or advisor to, render services for (alone or in association with any other person or entity), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which, directly or indirectly, wholly or partly, competes with the Company, provided, however, nothing herein shall prevent you from engaging in any activity with, or holding any financial interest in, a non-competitive division or affiliate of an entity engaged in a business that competes with the Company, provided, that none of your activities or financial interests in respect of such non-competitive division or affiliate would cause you to otherwise breach your obligations hereunder in respect of the entity engaged in a business that competes with the Company for the Restricted Period as if you were still an or its affiliates; or (iv) hire or assist another in hiring any employee of the CompanyCompany or its affiliates who potentially possesses the Company or its Affiliate’s Confidential Information for a position where the employee’s knowledge of such information might be relevant. You acknowledge and agree that if you violate any of the provisions of this paragraph 15, the running of the Restricted Period will be extended by the time during which you engage in such violation(s). For purposes of this Agreement, the term “Restricted Period” shall mean the period of twelve (12) months immediately following the Termination Date. Notwithstanding the The provisions of this Section 159 shall be in addition to any restrictive covenants that are set forth in or otherwise required by Company benefit plans, an exception including but not limited to the Change in Control Severance Plan and the Severance Pay Plan. In the case of a discrepancy between this Section and any such restrictive covenant, the more restrictive language will be made for your personal assistantapply.

Non-Solicitation; Non-Competition. In addition, during Without the Restricted Period (as defined below), you will not, directly or indirectly, in any manner, other than for the benefit prior written consent of the Company, during the term of your employment with the Company and for a period of six (a6) call upon months after the termination of your employment with the Company, either unilaterally by you or solicit by the Company for the purposes of diverting or taking awayCause, you shall not (i) become engaged in or otherwise divert become interested in a role that provides or take away intends to provide similar services in the geographical area served during your employment; (ii) directly or indirectly solicit or assist any of the customers, business or prospective customers other person in soliciting any client of the Company or any of its suppliers with whom you had direct professional contact during the twelve (12) months immediately prior to the termination of your employment with or about whom the Company and during which you learned information confidential information, or whose account you oversaw during your employment with the Company; (iii) directly or indirectly solicit, or request or cause assist any other person in soliciting, any employee of the above to cancel or terminate any part or their relationship with the Company or refuse to enter into any business relationship its affiliates (as of your termination of employment with the Company) or any person who, (b) solicitas of such date, entice or attempt to persuade any other employee, agent or consultant was in the process of being recruited by the Company to leave the services of the Company for any reason or take any other action that may cause its affiliates, or induce any such individual employee to terminate his or her employment with, or otherwise cease his or her relationship with, the Company, or assist in such hiring or engagement by another person or business entity, and/or (c) own, operate, manage, control, engage in, participate in, invest in, permit your name to be used by, act as a consultant or advisor to, render services for (alone or in association with any other person or entity), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which, directly or indirectly, wholly or partly, competes with the Company, provided, however, nothing herein shall prevent you from engaging in any activity with, or holding any financial interest in, a non-competitive division or affiliate of an entity engaged in a business that competes with the Company, provided, that none of your activities or financial interests in respect of such non-competitive division or affiliate would cause you to otherwise breach your obligations hereunder in respect of the entity engaged in a business that competes with the Company for the Restricted Period as if you were still an or its affiliates; or (iv) hire or assist another person in hiring any employee of the Company or its affiliates who potentially possesses the Company's or its affiliate's confidential information for a position where the employee's knowledge of such information might be relevant. You acknowledge and agree that if you violate any of the provisions of this paragraph 15, the running of the Restricted Period will be extended by the time during which you engage in such violation(s). For purposes of this Agreement, the term “Restricted Period” shall mean the period of twelve (12) months immediately following the Termination Date. Notwithstanding the The provisions of this Section 1515 shall be in addition to any restrictive covenants that are set forth in or otherwise required by Company benefit plans. In the case of a discrepancy between this Section and any such restrictive covenant, the more restrictive language will apply. Each of the foregoing restrictions contained in Section 15 constitutes an exception entirely separate and independent restriction on you and shall be read and construed independently of the other undertakings and agreements herein contained. You and the Company agree that the restrictions contained in Section 15 are reasonable in scope and duration and are necessary to protect the Company's confidential information and other business interests. If any provision of Section 15 as applied to any party or to any circumstance is adjudged by an arbitrator or court of competent jurisdiction to be invalid or unenforceable, the same will in no way affect any other circumstance or the validity or enforceability of this Agreement. If any such provision, or any part thereof, is held to be unenforceable because of the scope, duration or geographic area covered thereby, the parties agree that the court or arbitrator making such determination will have the power to reduce the scope and/or duration and/or geographic area of such provision, and/or to delete or revise specific words or phrases, and in its modified form, such provision will then be enforceable and will be made for your personal assistantenforced. 16. The parties agree and acknowledge that the breach of Section 14 or 15 will cause irreparable damage to the Company, and upon actual or threatened breach of any provision of either section the Company will be entitled to seek from a court of competent jurisdiction immediate injunctive relief, specific performance or other equitable relief without the necessity of posting a bond or other security and that this will in no way limit any other remedies which the Company may have (including, without limitation, the right to seek monetary damages). 17.

Non-Solicitation; Non-Competition. In addition, during Without the Restricted Period (as defined below), you will not, directly or indirectly, in any manner, other than for the benefit prior written consent of the Company, (a) call upon or solicit for during the purposes term of diverting or taking away, or otherwise divert or take away any of the customers, business or prospective customers of the Company or any of its suppliers with whom you had contact with or about whom you learned information during your employment with the Company, or request or cause any of the above to cancel or terminate any part or their relationship with the Company or refuse to enter into any business relationship with the Company, (b) solicit, entice or attempt to persuade any other employee, agent or consultant of the Company to leave the services of the Company and for any reason or take any other action that may cause any such individual to terminate his or her employment with, or otherwise cease his or her relationship with, the Company, or assist in such hiring or engagement by another person or business entity, and/or (c) own, operate, manage, control, engage in, participate in, invest in, permit your name to be used by, act as a consultant or advisor to, render services for (alone or in association with any other person or entity), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which, directly or indirectly, wholly or partly, competes with the Company, provided, however, nothing herein shall prevent you from engaging in any activity with, or holding any financial interest in, a non-competitive division or affiliate of an entity engaged in a business that competes with the Company, provided, that none of your activities or financial interests in respect of such non-competitive division or affiliate would cause you to otherwise breach your obligations hereunder in respect of the entity engaged in a business that competes with the Company for the Restricted Period as if you were still an employee of the Company. You acknowledge and agree that if you violate any of the provisions of this paragraph 15, the running of the Restricted Period will be extended by the time during which you engage in such violation(s). For purposes of this Agreement, the term “Restricted Period” shall mean the period of twelve (12) months after the termination of your employment with the Company, either unilaterally by you or by the Company for Cause, you shall not (i) become engaged in or otherwise become interested in a role that provides or intends to provide similar services in the geographical area which you are serving currently; (ii) directly or indirectly solicit or assist any other person in soliciting any client of the Company with whom you had direct professional contact during the twelve (12) months immediately following prior to the Termination Datetermination of your employment with the Company and during which you learned confidential information, or whose account you oversaw during your employment with the Company; (iii) directly or indirectly solicit, or assist any other person in soliciting, any employee of the Company or its affiliates (as of your termination of employment with the Company) or any person who, as of such date, was in the process of being recruited by the Company or its affiliates, or induce any such employee to terminate his or her employment with the Company or its affiliates; or (iv) hire or assist another in hiring any employee of the Company or its affiliates who potentially possesses the Company or its Affiliate’s Confidential Information for a position where the employee’s knowledge of such information might be relevant. Notwithstanding the The provisions of this Section 1516 shall be in addition to any restrictive covenants that are set forth in or otherwise required by Company benefit plans. Each of the foregoing restrictions contained in this Section 16 constitutes an entirely separate and independent restriction on you and shall be read and construed independently of the other undertakings and agreements herein contained. You and the Company agree that the restrictions contained in this Section 16 are reasonable in scope and duration and are necessary to protect the Company’s confidential information and other business interests. If any provision of this Section 16 as applied to any party or to any circumstance is adjudged by an arbitrator or court of competent jurisdiction to be invalid or unenforceable, an exception the same will in no way affect any other circumstance or the validity or enforceability of this Agreement. If any such provision, or any part thereof, is held to be unenforceable because of the scope, duration or geographic area covered thereby, the parties agree that the court or arbitrator making such determination will have the power to reduce the scope and/or duration and/or geographic area of such provision, and/or to delete or revise specific words or phrases, and in its modified form, such provision will then be enforceable and will be made for your personal assistantenforced.

Non-Solicitation; Non-Competition. In additionDuring Participant’s employment and for a period of twelve (12) months (the “No-Raid Period”) following Participant’s termination for any ​ ​ reason Participant will not directly or indirectly solicit, during induce or attempt to influence any associate to leave the Restricted Period employment of the Company, nor will Participant hire any such associate or assist any other person or entity in doing so (as defined beloweach such activity, a “Raiding Activity”). During Participant’s employment and for a period of twenty four (24) months following Participant’s termination for any reason, you Participant will not, directly or indirectly, in work for or contribute to the efforts of any manner, other than for the benefit of the Company, (a) call upon or solicit for the purposes of diverting or taking awaybusiness organization that competes, or otherwise divert or take away any of the customersplans to compete, business or prospective customers of the Company or any of its suppliers with whom you had contact with or about whom you learned information during your employment with the Company, or request or cause any of the above to cancel or terminate any part or their relationship with the Company or refuse its products, nor will Participant call on or otherwise attempt (or assist the attempt) to enter into solicit the business of any business relationship with the Company, (b) solicit, entice customer or attempt to persuade any other employee, agent or consultant client of the Company to leave with whom Participant had direct contact or supervisory authority (each such activity, a “Competitive Activity”) in the services 24-month period immediately preceding Participant’s separation (the “Non-Competition Period”). Participant recognizes that the existing business of the Company for extends to various locations and areas throughout the United States and may extend hereafter to other countries and territories and agrees that the scope of this Paragraph 12 b) shall extend to any reason or take part of the United States, and any other action that may cause any such individual to terminate his country or her employment withterritory, where the Company operates or conducts business, or otherwise cease his or her relationship withhas concrete plans to do so at the time Participant’s employment terminates. It is agreed that the Participant’s services to the Company are special and unique giving them peculiar value, the Companyloss of which cannot be reasonably or adequately compensated for by damages, and in the event of the Participant’s breach of this Paragraph 12 b), Company shall be entitled to equitable relief by way of injunction or assist otherwise in addition to the cessation of payments and benefits pursuant to this Agreement or any other agreements between the Company and Participant. If any provision of Paragraph 12 b) of this Agreement is deemed to be unenforceable by a court (whether because of the subject matter of the provision, the duration of a restriction, the geographic or other scope of a restriction or otherwise), that provision shall not be rendered void but the parties instead agree that the court shall amend and alter such provision to such lesser degree, time, scope, extent and/or territory as will grant Company the maximum restriction on Participant’s activities permitted by applicable law in such hiring or engagement by another person or business entity, and/or (c) own, operate, manage, control, engage in, participate in, invest in, permit your name circumstances. Company’s failure to be used by, act as a consultant or advisor to, render services for (alone or in association with any other person or entity), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which, directly or indirectly, wholly or partly, competes with the Company, provided, however, nothing herein shall prevent you from engaging in any activity with, or holding any financial interest in, a non-competitive division or affiliate of an entity engaged in a business that competes with the Company, provided, that none of your activities or financial interests in respect of such non-competitive division or affiliate would cause you exercise its rights to otherwise breach your obligations hereunder in respect of the entity engaged in a business that competes with the Company for the Restricted Period as if you were still an employee of the Company. You acknowledge and agree that if you violate any of enforce the provisions of this paragraph 15, the running of the Restricted Period will Agreement shall not be extended affected by the time during which you engage in existence or non-existence of any other similar agreement for anyone else employed by the Company or by Company’s failure to exercise any of its rights under any such violation(s). For purposes of this Agreement, the term “Restricted Period” shall mean the period of twelve (12) months immediately following the Termination Date. Notwithstanding the provisions of this Section 15, an exception will be made for your personal assistantagreement.

Non-Solicitation; Non-Competition. In addition, during Without the Restricted Period (as defined below), you will not, directly or indirectly, in any manner, other than for the benefit prior written consent of the Company, (a) call upon or solicit for during the purposes term of diverting or taking away, or otherwise divert or take away any of the customers, business or prospective customers of the Company or any of its suppliers with whom you had contact with or about whom you learned information during your employment with the Company, or request or cause any of the above to cancel or terminate any part or their relationship with the Company or refuse to enter into any business relationship with the Company, (b) solicit, entice or attempt to persuade any other employee, agent or consultant of the Company to leave the services of the Company and for any reason or take any other action that may cause any such individual to terminate his or her employment with, or otherwise cease his or her relationship with, the Company, or assist in such hiring or engagement by another person or business entity, and/or (c) own, operate, manage, control, engage in, participate in, invest in, permit your name to be used by, act as a consultant or advisor to, render services for (alone or in association with any other person or entity), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which, directly or indirectly, wholly or partly, competes with the Company, provided, however, nothing herein shall prevent you from engaging in any activity with, or holding any financial interest in, a non-competitive division or affiliate of an entity engaged in a business that competes with the Company, provided, that none of your activities or financial interests in respect of such non-competitive division or affiliate would cause you to otherwise breach your obligations hereunder in respect of the entity engaged in a business that competes with the Company for the Restricted Period as if you were still an employee of the Company. You acknowledge and agree that if you violate any of the provisions of this paragraph 15, the running of the Restricted Period will be extended by the time during which you engage in such violation(s). For purposes of this Agreement, the term “Restricted Period” shall mean the period of twelve (12) months after the termination of your employment with the Company, either unilaterally by you or by the Company for Cause, you shall not (i) become engaged in or otherwise become interested in, as COO, Americas and/or RMP, Americas or in a role that provides or intends to provide similar services in the geographical area which you are serving currently; (ii) directly or indirectly solicit or assist any other person in soliciting any client of the Company with whom you had direct professional contact during the twelve (12) months immediately following prior to the Termination Datetermination of your employment with the Company and during which you learned confidential information, or whose account you oversaw during your employment with the Company; (iii) directly or indirectly solicit, or assist any other person in soliciting, any employee of the Company or its affiliates (as of your termination of employment with the Company) or any person who, as of such date, was in the process of being recruited by the Company or its affiliates, or induce any such employee to terminate his or her employment with the Company or its affiliates; or (iv) hire or assist another in hiring any employee of the Company or its affiliates who potentially possesses the Company or its Affiliate's Confidential Information for a position where the employee's knowledge of such information might be relevant. Notwithstanding the The provisions of this Section 1514 shall be in addition to any restrictive covenants that are set forth in or otherwise required by Company benefit plans. In the case of a discrepancy between this Section and any such restrictive covenant, an exception the more restrictive language will be made for your personal assistantapply.

Non-Solicitation; Non-Competition. In addition, during Without the Restricted Period (as defined below), you will not, directly or indirectly, in any manner, other than for the benefit prior written consent of the Company, (a) call upon or solicit for during the purposes term of diverting or taking away, or otherwise divert or take away any of the customers, business or prospective customers of the Company or any of its suppliers with whom you had contact with or about whom you learned information during your employment with the Company, or request or cause any of the above to cancel or terminate any part or their relationship with the Company or refuse to enter into any business relationship with the Company, (b) solicit, entice or attempt to persuade any other employee, agent or consultant of the Company to leave the services of the Company and for any reason or take any other action that may cause any such individual to terminate his or her employment with, or otherwise cease his or her relationship with, the Company, or assist in such hiring or engagement by another person or business entity, and/or (c) own, operate, manage, control, engage in, participate in, invest in, permit your name to be used by, act as a consultant or advisor to, render services for (alone or in association with any other person or entity), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which, directly or indirectly, wholly or partly, competes with the Company, provided, however, nothing herein shall prevent you from engaging in any activity with, or holding any financial interest in, a non-competitive division or affiliate of an entity engaged in a business that competes with the Company, provided, that none of your activities or financial interests in respect of such non-competitive division or affiliate would cause you to otherwise breach your obligations hereunder in respect of the entity engaged in a business that competes with the Company for the Restricted Period as if you were still an employee of the Company. You acknowledge and agree that if you violate any of the provisions of this paragraph 15, the running of the Restricted Period will be extended by the time during which you engage in such violation(s). For purposes of this Agreement, the term “Restricted Period” shall mean the period of twelve (12) months after the termination of your employment with the Company, either unilaterally by you or by the Company, you shall not (i) become engaged in or otherwise become interested in a role that provides or intends to provide similar services in the geographical area which you are serving currently; (ii) directly or indirectly solicit or assist any other person in soliciting any client of the Company with whom you had direct professional contact during the twelve (12) months immediately following prior to the Termination Datetermination of your employment with the Company and during which you learned confidential information, or whose account you oversaw during your employment with the Company; (iii) directly or indirectly solicit, or assist any other person in soliciting, any employee of the Company or its affiliates (as of your termination of employment with the Company) or any person who, as of such date, was in the process of being recruited by the Company or its affiliates, or induce any such employee to terminate his or her employment with the Company or its affiliates; or (iv) hire or assist another in hiring any employee of the Company or its affiliates who potentially possesses the Company or its affiliate’s Confidential Information for a position where the employee’s knowledge of such information might be relevant. Notwithstanding the The provisions of this Section 1516 shall be in addition to any restrictive covenants that are set forth in or otherwise required by Company benefit plans. In the case of a discrepancy between this Section and any such restrictive covenant, an exception the more restrictive language will be made for your personal assistantapply.

Non-Solicitation; Non-Competition. In addition, during Without the Restricted Period (as defined below), you will not, directly or indirectly, in any manner, other than for the benefit prior written consent of the Company, (a) call upon or solicit for during the purposes term of diverting or taking away, or otherwise divert or take away any of the customers, business or prospective customers of the Company or any of its suppliers with whom you had contact with or about whom you learned information during your employment with the Company, or request or cause any of the above to cancel or terminate any part or their relationship with the Company or refuse to enter into any business relationship with the Company, (b) solicit, entice or attempt to persuade any other employee, agent or consultant of the Company to leave the services of the Company and for any reason or take any other action that may cause any such individual to terminate his or her employment with, or otherwise cease his or her relationship with, the Company, or assist in such hiring or engagement by another person or business entity, and/or (c) own, operate, manage, control, engage in, participate in, invest in, permit your name to be used by, act as a consultant or advisor to, render services for (alone or in association with any other person or entity), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which, directly or indirectly, wholly or partly, competes with the Company, provided, however, nothing herein shall prevent you from engaging in any activity with, or holding any financial interest in, a non-competitive division or affiliate of an entity engaged in a business that competes with the Company, provided, that none of your activities or financial interests in respect of such non-competitive division or affiliate would cause you to otherwise breach your obligations hereunder in respect of the entity engaged in a business that competes with the Company for the Restricted Period as if you were still an employee of the Company. You acknowledge and agree that if you violate any of the provisions of this paragraph 15, the running of the Restricted Period will be extended by the time during which you engage in such violation(s). For purposes of this Agreement, the term “Restricted Period” shall mean the period of twelve (12) months after the termination of your employment with the Company, either unilaterally by you or by the Company for Cause, you shall not (i) become engaged in or otherwise become interested in a role similar to that of MPGP that provides or intends to provide similar services in the geographical area which you are serving currently, (ii) directly or indirectly solicit or assist any other person in soliciting any client of the Company with whom you had direct professional contact during the twelve (12) months immediately following prior to the Termination Datetermination of your employment with the Company and during which you learned confidential information, or whose account you oversaw during your employment with the Company; (iii) directly or indirectly solicit, or assist any other person in soliciting, any employee of the Company or its affiliates (as of your termination of employment with the Company) or any person who, as of such date, was in the process of being recruited by the Company or its affiliates, or induce any such employee to terminate his or her employment with the Company or its affiliates; or (iv) hire or assist another in hiring any employee of the Company or its affiliates who potentially possesses the Company or its Affiliate’s Confidential Information for a position where the employee’s knowledge of such information might be relevant. Notwithstanding the The provisions of this Section 1516 shall be in addition to any restrictive covenants that are set forth in or otherwise required by Company benefit plans. 000 Xxxxx Xxxxxx Xxxxx, Suite 4200, Chicago, IL 60606, United States telephone +0 000 000 0000 facsimile +0 000 000 0000 S. Xxxx Xxx January 11, 2011 Page 9 of 11 Each of the foregoing restrictions contained in this Section 16 constitutes an exception entirely separate and independent restriction on you and shall be read and construed independently of the other undertakings and agreements herein contained. You and the Company agree that the restrictions contained in this Section 16 are reasonable in scope and duration and are necessary to protect the Company’s confidential information and other business interests. If any provision of this Section 16 as applied to any party or to any circumstance is adjudged by an arbitrator or court of competent jurisdiction to be invalid or unenforceable, the same will in no way affect any other circumstance or the validity or enforceability of this Agreement. If any such provision, or any part thereof, is held to be unenforceable because of the scope, duration or geographic area covered thereby, the parties agree that the court or arbitrator making such determination will have the power to reduce the scope and/or duration and/or geographic area of such provision, and/or to delete or revise specific words or phrases, and in its modified form, such provision will then be enforceable and will be made for your personal assistantenforced. The parties agree and acknowledge that the breach of Section 15 or 16 will cause irreparable damage to the Company, and upon actual or threatened breach of any provision of either section the Company will be entitled to seek from a court of competent jurisdiction immediate injunctive relief, specific performance or other equitable relief without the necessity of posting a bond or other security and that this will in no way limit any other remedies which the Company may have (including, without limitation, the right to seek monetary damages).

Non-Solicitation; Non-Competition. In addition, during Without the Restricted Period (as defined below), you will not, directly or indirectly, in any manner, other than for the benefit prior written consent of the Company, (a) call upon or solicit for during the purposes term of diverting or taking away, or otherwise divert or take away any of the customers, business or prospective customers of the Company or any of its suppliers with whom you had contact with or about whom you learned information during your employment with the Company, or request or cause any of the above to cancel or terminate any part or their relationship with the Company or refuse to enter into any business relationship with the Company, (b) solicit, entice or attempt to persuade any other employee, agent or consultant of the Company to leave the services of the Company and for any reason or take any other action that may cause any such individual to terminate his or her employment with, or otherwise cease his or her relationship with, the Company, or assist in such hiring or engagement by another person or business entity, and/or (c) own, operate, manage, control, engage in, participate in, invest in, permit your name to be used by, act as a consultant or advisor to, render services for (alone or in association with any other person or entity), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which, directly or indirectly, wholly or partly, competes with the Company, provided, however, nothing herein shall prevent you from engaging in any activity with, or holding any financial interest in, a non-competitive division or affiliate of an entity engaged in a business that competes with the Company, provided, that none of your activities or financial interests in respect of such non-competitive division or affiliate would cause you to otherwise breach your obligations hereunder in respect of the entity engaged in a business that competes with the Company for the Restricted Period as if you were still an employee of the Company. You acknowledge and agree that if you violate any of the provisions of this paragraph 15, the running of the Restricted Period will be extended by the time during which you engage in such violation(s). For purposes of this Agreement, the term “Restricted Period” shall mean the period of twelve (12) months after the termination of your employment with the Company, either unilaterally by you or by the Company for Cause, you shall not (i) become engaged in or otherwise become interested in a role that provides or intends to provide similar services in the geographical area which you are serving currently; (ii) directly or indirectly solicit or assist any other person in soliciting any client of the Company with whom you had direct professional contact during the twelve (12) months immediately following prior to the Termination Datetermination of your employment with the Company and during which you learned confidential information, or whose account you oversaw during your employment with the Company; (iii) directly or indirectly solicit, or assist any other person in soliciting, any employee of the Company or its affiliates (as of your termination of employment with the Company) or any person who, as of such date, was in the process of being recruited by the Company or its affiliates, or induce any such employee to terminate his or her employment with the Company or its affiliates; or (iv) hire or assist another in hiring any employee of the Company or its affiliates who potentially possesses the Company or its Affiliate’s Confidential Information for a position where the employee’s knowledge of such information might be relevant. Notwithstanding the The provisions of this Section 1516 shall be in addition to any restrictive covenants that are set forth in or otherwise required by Company benefit plans. Each of the foregoing restrictions contained in this Section 16 constitutes an entirely separate and independent restriction on you and shall be read and 000 Xxxxx Xxxxxx Xxxxx, Suite 4200, Chicago, IL 60606, United States telephone +0 000 000 0000 facsimile +0 000 000 0000 construed independently of the other undertakings and agreements herein contained. You and the Company agree that the restrictions contained in this Section 16 are reasonable in scope and duration and are necessary to protect the Company’s confidential information and other business interests. If any provision of this Section 16 as applied to any party or to any circumstance is adjudged by an exception arbitrator or court of competent jurisdiction to be invalid or unenforceable, the same will in no way affect any other circumstance or the validity or enforceability of this Agreement. If any such provision, or any part thereof, is held to be unenforceable because of the scope, duration or geographic area covered thereby, the parties agree that the court or arbitrator making such determination will have the power to reduce the scope and/or duration and/or geographic area of such provision, and/or to delete or revise specific words or phrases, and in its modified form, such provision will then be enforceable and will be made for your personal assistantenforced.

Non-Solicitation; Non-Competition. In addition, during Without the Restricted Period (as defined below), you will not, directly or indirectly, in any manner, other than for the benefit prior written consent of the Company, (a) call upon or solicit for during the purposes term of diverting or taking away, or otherwise divert or take away any of the customers, business or prospective customers of the Company or any of its suppliers with whom you had contact with or about whom you learned information during your employment with the Company, or request or cause any of the above to cancel or terminate any part or their relationship with the Company or refuse to enter into any business relationship with the Company, (b) solicit, entice or attempt to persuade any other employee, agent or consultant of the Company to leave the services of the Company and for any reason or take any other action that may cause any such individual to terminate his or her employment with, or otherwise cease his or her relationship with, the Company, or assist in such hiring or engagement by another person or business entity, and/or (c) own, operate, manage, control, engage in, participate in, invest in, permit your name to be used by, act as a consultant or advisor to, render services for (alone or in association with any other person or entity), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which, directly or indirectly, wholly or partly, competes with the Company, provided, however, nothing herein shall prevent you from engaging in any activity with, or holding any financial interest in, a non-competitive division or affiliate of an entity engaged in a business that competes with the Company, provided, that none of your activities or financial interests in respect of such non-competitive division or affiliate would cause you to otherwise breach your obligations hereunder in respect of the entity engaged in a business that competes with the Company for the Restricted Period as if you were still an employee of the Company. You acknowledge and agree that if you violate any of the provisions of this paragraph 15, the running of the Restricted Period will be extended by the time during which you engage in such violation(s). For purposes of this Agreement, the term “Restricted Period” shall mean the period of twelve (12) months after the termination of your employment with the Company, either unilaterally by you or by the Company for Cause, you shall not (i) become engaged in or otherwise become interested in a role that provides or intends to provide similar services in the geographical area served during your employment; (ii) directly or indirectly solicit or assist any other person in soliciting any client of the Company with whom you had direct professional contact during the twelve (12) months immediately following prior to the Termination Datetermination of your employment with the Company and during which you learned confidential information, or whose account you oversaw during your employment with the Company; (iii) directly or indirectly solicit, or assist any other person in soliciting, any employee of the Company or its affiliates (as of your termination of employment with the Company) or any person who, as of such date, was in the process of being recruited by the Company or its affiliates, or induce any such employee to terminate his or her employment with the Company or its affiliates; or (iv) hire or assist another person in hiring any employee of the Company or its affiliates who potentially possesses the Company or its affiliate's confidential information for a position where the employee's knowledge of such information might be relevant. Notwithstanding the The provisions of this Section 1516 shall be in addition to any restrictive covenants that are set forth in or otherwise required by Company benefit plans. In the case of a discrepancy between this Section and any such restrictive covenant, the more restrictive language will apply. Each of the foregoing restrictions contained in Section 16 constitutes an exception entirely separate and independent restriction on you and shall be read and construed independently of the other undertakings and agreements herein contained. You and the Company agree that the restrictions contained in Section 16 are reasonable in scope and duration and are necessary to protect the Company's confidential information and other business interests. If any provision of Section 16 as applied to any party or to any circumstance is adjudged by an arbitrator or court of competent jurisdiction to be invalid or unenforceable, the same will in no way affect any other circumstance or the validity or enforceability of this Agreement. If any such provision, or any part thereof, is held to be unenforceable because of the scope, duration or geographic area covered thereby, the parties agree that the court or arbitrator making such determination will have the power to reduce the scope and/or duration and/or geographic area of such provision, and/or to delete or revise specific words or phrases, and in its modified form, such provision will then be enforceable and will be made for your personal assistantenforced.

Non-Solicitation; Non-Competition. In addition, during Without the Restricted Period (as defined below), you will not, directly or indirectly, in any manner, other than for the benefit prior written consent of the Company, (a) call upon or solicit for during the purposes term of diverting or taking away, or otherwise divert or take away any of the customers, business or prospective customers of the Company or any of its suppliers with whom you had contact with or about whom you learned information during your employment with the Company, or request or cause any of the above to cancel or terminate any part or their relationship with the Company or refuse to enter into any business relationship with the Company, (b) solicit, entice or attempt to persuade any other employee, agent or consultant of the Company to leave the services of the Company and for any reason or take any other action that may cause any such individual to terminate his or her employment with, or otherwise cease his or her relationship with, the Company, or assist in such hiring or engagement by another person or business entity, and/or (c) own, operate, manage, control, engage in, participate in, invest in, permit your name to be used by, act as a consultant or advisor to, render services for (alone or in association with any other person or entity), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which, directly or indirectly, wholly or partly, competes with the Company, provided, however, nothing herein shall prevent you from engaging in any activity with, or holding any financial interest in, a non-competitive division or affiliate of an entity engaged in a business that competes with the Company, provided, that none of your activities or financial interests in respect of such non-competitive division or affiliate would cause you to otherwise breach your obligations hereunder in respect of the entity engaged in a business that competes with the Company for the Restricted Period as if you were still an employee of the Company. You acknowledge and agree that if you violate any of the provisions of this paragraph 15, the running of the Restricted Period will be extended by the time during which you engage in such violation(s). For purposes of this Agreement, the term “Restricted Period” shall mean the period of twelve (12) months after the termination of your employment with the Company, either unilaterally by you or by the Company for Cause, you shall not (i) become engaged in or otherwise become interested in a role similar to that of MPGP that provides or intends to provide similar services in the geographical area which you are serving currently; (ii) directly or indirectly solicit or assist any other person in soliciting any client of the Company with whom you had direct professional contact during the twelve (12) months immediately following prior to the Termination Datetermination of your employment with the Company and during which you learned confidential information, or whose account you oversaw during your employment with the Company; (iii) directly or indirectly solicit, or assist any other person in soliciting, any employee of the Company or its affiliates (as of your termination of employment with the Company) or any person who, as of such date, was in the process of being recruited by the Company or its affiliates, or induce any such employee to terminate his or her employment with the Company or its affiliates; or (iv) hire or assist another in hiring any employee of the Company or its affiliates who potentially possesses the Company or its Affiliate’s Confidential Information for a position where the employee’s knowledge of such information might be relevant. Notwithstanding the The provisions of this Section 1515 shall be in addition to any restrictive covenants that are set forth in or otherwise required by Company benefit plans. XXXXXXXX & STRUGGLES 000 Xxxxx Xxxxxx Xxxxx, an exception will be made for your personal assistant.Suite 4200, Chicago, IL 60606, United States telephone +0 000 000 0000 facsimile +0 000 000 0000