Common use of Acts Detrimental to the Company Clause in Contracts

Acts Detrimental to the Company. 13.1 You agree that you will not engage in any Detrimental Activity during the Severance Period. (a) For purposes of this Agreement, Detrimental Activity shall mean: (i) the disclosure to anyone outside the Company or its affiliates, or the use in other than the Company's or its affiliate's business, without written authorization from the Company, of any confidential information or proprietary information, relating to the business of the Company or its affiliates, acquired by you during employment with the Company or its affiliates; (ii) activity while employed that results, or if known could result, in termination of your employment that is classified by the Company as a termination for Cause as provided in Section 2.4 above; (iii) any attempt, directly or indirectly, to solicit, induce or hire (or the identification for solicitation, inducement or hire) any non-clerical employee of the Company or its affiliates to be employed by, or to perform services for, you or any person or entity with which you are associated (including, but not limited to, due to your employment by, consultancy for, equity interest in, or creditor relationship with such person or entity) or any person or entity from which you receive direct or indirect compensation or fees as a result of such solicitation, inducement or hire (or the identification for solicitation, inducement or hire) without, in all cases, written authorization from the Company; (iv) any attempt, directly or indirectly, to solicit in a competitive manner any current or prospective customer (other than the ultimate consumer) or advertiser of the Company or its affiliates without, in all cases, written authorization from the Company; (v) your Disparagement (as defined below), or inducement of others to do so, of the Company or its affiliates or their past and present officers, directors, employees or products; (vi) without written authorization from the Company, the rendering of services for any organization, or engaging, directly or indirectly, in any business, which is competitive with the Company or its affiliates, or which organization or business, or the rendering of services to such organization or business, is otherwise prejudicial to or in conflict with the interests of the Company or its affiliates, provided, however, that the only organizations and businesses which shall be covered by this subsection (vi) shall be those set forth on Exhibit A hereto (which list may be changed or expanded by the Company at any time on 90 days' written notice to you which notice shall become effective 90 days after the giving of such notice, if you are then employed by the Company or any Designated Subsidiaries (as defined below)); or (vii) any other conduct or act determined by the Committee in its sole discretion, to be injurious, detrimental or prejudicial to any interest of the Company or its affiliates. For purposes of subparagraphs (i), (iii), (iv) and (vi) above, the Chief Executive Officer, the most senior Human Resources officer and the most senior legal officer of the Company shall each have authority to provide you with written authorization to engage in the activities contemplated thereby and no other person shall have authority to provide you with such authorization.

Acts Detrimental to the Company. 13.1 You agree that you will not engage in any Detrimental Activity during the Severance Period. (a) For purposes of this Agreement, Detrimental Activity shall mean: (i) the disclosure to anyone outside the Company or its affiliates, or the use in other than the Company's or its affiliate's business, without written authorization from the Company, of any confidential information or proprietary information, relating to the business of the Company or its affiliates, acquired by you during employment with the Company or its affiliates; (ii) activity while employed that results, or if known could result, in termination of your employment that is classified by the Company as a termination for Cause as provided in Section 2.4 above; (iii) any attempt, directly or indirectly, to solicit, induce or hire (or the identification for solicitation, inducement or hire) any non-clerical employee of the Company or its affiliates to be employed by, or to perform services for, you or any person or entity with which you are associated (including, but not limited to, due to your employment by, consultancy for, equity interest in, or creditor relationship with such person or entity) or any person or entity from which you receive direct or indirect compensation or fees as a result of such solicitation, inducement or hire (or the identification for solicitation, inducement or hire) without, in all cases, written authorization from the Company; (iv) any attempt, directly or indirectly, to solicit in a competitive manner any current or prospective customer (other than the ultimate consumer) or advertiser of the Company or its affiliates without, in all cases, written authorization from the Company; (v) your Disparagement (as defined below), or inducement of others to do so, of the Company or its affiliates or their past and present officers, directors, employees or products; (vi) without written authorization from the Company, the rendering of services for any organization, or engaging, directly or indirectly, in any business, which is competitive with the Company or its affiliates, or which organization or business, or the rendering of services to such organization or business, is otherwise prejudicial to or in conflict with the interests of the Company or its affiliates, provided, however, that the only organizations and -------- ------- businesses which shall be covered by this subsection (vi) shall be those set forth on Exhibit A hereto (which list may be changed or expanded by the Company at any time on 90 days' written notice to you which notice shall become effective 90 days after the giving of such notice, if you are then employed by the Company or any Designated Subsidiaries (as defined below)); or (vii) any other conduct or act determined by the Committee in its sole discretion, to be injurious, detrimental or prejudicial to any interest of the Company or its affiliates. For purposes of subparagraphs (i), (iii), (iv) and (vi) above, the Chief Executive Officer, the most senior Human Resources officer and the most senior legal officer of the Company shall each have authority to provide you with written authorization to engage in the activities contemplated thereby and no other person shall have authority to provide you with such authorization.

Acts Detrimental to the Company. 13.1 You agree that you will not engage in any Detrimental Activity during the Severance Periodperiod specified in Section 13.2 below. (a) For purposes of this Agreement, Detrimental Activity shall mean: : (i) the disclosure to anyone outside the Company or its affiliates, or the use in other than the Company's ’s or its affiliate's ’s business, without written authorization from the Company, of any confidential information or proprietary information, relating to the business of the Company or its affiliates, acquired by you during employment with the Company or its affiliates; ; (ii) activity while employed that results, or if known could result, in termination of your employment that is classified by the Company as a termination for Cause as provided in Section 2.4 above; ; (iii) any attempt, directly or indirectly, to solicit, induce or hire (or the identification for solicitation, inducement or hire) any non-clerical employee of the Company or its affiliates to be employed by, or to perform services for, you or any person or entity with which you are associated (including, but not limited to, due to your employment by, consultancy for, equity interest in, or creditor relationship with such person or entity) or any person or entity from which you receive direct or indirect compensation or fees as a result of such solicitation, inducement or hire (or the identification for solicitation, inducement or hire) without, in all cases, written authorization from the Company; ; (iv) any attempt, directly or indirectly, to solicit in a competitive manner any current or prospective customer (other than the ultimate consumer) or advertiser of the Company or its affiliates without, in all cases, written authorization from the Company; ; (v) your Disparagement (as defined below), or inducement of others to do so, of the Company or its affiliates or their past and present officers, directors, employees or products; ; (vi) without written authorization from the Company, the rendering of services services, at any time during the period of one (1) year after your termination of employment with the Company and its Designated Subsidiaries, for any organization, or engaging, directly or indirectly, in any business, which is competitive with the Company or its affiliates, or which organization or business, or the rendering of services to such organization or business, is otherwise prejudicial to or in conflict with the interests of the Company or its affiliates, provided, however, that the only organizations and businesses which shall be covered by this subsection (vi) shall be those set forth on Exhibit A hereto (which list may be changed or expanded by the Company at any time on 90 days' ’ written notice to you which notice shall become effective 90 days after the giving of such notice, if you are then employed by the Company or any Designated Subsidiaries (as defined below)); or or (vii) any other conduct or act determined by the Committee in its sole discretion, to be injurious, detrimental or prejudicial to any interest of the Company or its affiliates. For purposes of subparagraphs subsections (i), (iii), (iv) and (vi) above, the Chief Executive Officer, the most senior Human Resources officer and the most senior legal officer of the Company shall each have authority to provide you with written authorization to engage in the activities contemplated thereby and no other person shall have authority to provide you with such authorization. (b) “Disparagement” includes, without limitation, comments or statements to the press, the Company’s or its affiliates’ employees or any individual or entity with whom the Company or its affiliates has a business relationship which would adversely affect in any manner: (i) the conduct of the business of the Company or its affiliates (including, without limitation, any products or business plans or prospects), or (ii) the business reputation of the Company or its affiliates, or any of their products, or their past or present officers, directors or employees.

Acts Detrimental to the Company. 13.1 You agree that you will not engage in any Detrimental Activity during the Severance Period. (a) For purposes of this Agreement, Detrimental Activity shall mean: (i) the disclosure to anyone outside the Company or its affiliates, or the use in other than the Company's ’s or its affiliate's ’s business, without written authorization from the Company, of any confidential information or proprietary information, relating to the business of the Company or its affiliates, acquired by you during employment with the Company or its affiliates; (ii) activity while employed that results, or if known could result, in termination of your employment that is classified by the Company as a termination for Cause as provided in Section 2.4 above; (iii) any attempt, directly or indirectly, to solicit, induce or hire (or the identification for solicitation, inducement or hire) any non-clerical employee of the Company or its affiliates to be employed by, or to perform services for, you or any person or entity with which you are associated (including, but not limited to, due to your employment by, consultancy for, equity interest in, or creditor relationship with such person or entity) or any person or entity from which you receive direct or indirect compensation or fees as a result of such solicitation, inducement or hire (or the identification for solicitation, inducement or hire) without, in all cases, written authorization from the Company; (iv) any attempt, directly or indirectly, to solicit in a competitive manner any current or prospective customer (other than the ultimate consumer) or advertiser of the Company or its affiliates without, in all cases, written authorization from the Company; (v) your Disparagement (as defined below), or inducement of others to do so, of the Company or its affiliates or their past and present officers, directors, employees or products; (vi) without written authorization from the Company, the rendering of services for any organization, or engaging, directly or indirectly, in any business, which is competitive with the Company or its affiliates, or which organization or business, or the rendering of services to such organization or business, is otherwise prejudicial to or in conflict with the interests of the Company or its affiliates, provided, however, that the only organizations and businesses which shall be covered by this subsection (vi) shall be those set forth on Exhibit A hereto (which list may be changed or expanded by the Company at any time on 90 days' ’ written notice to you which notice shall become effective 90 days after the giving of such notice, if you are then employed by the Company or any Designated Subsidiaries (as defined below)); or (vii) any other conduct or act determined by the Committee in its sole discretion, to be injurious, detrimental or prejudicial to any interest of the Company or its affiliates. For purposes of subparagraphs (i), (iii), (iv) and (vi) above, the Chief Executive Officer, the most senior Human Resources officer and the most senior legal officer of the Company shall each have authority to provide you with written authorization to engage in the activities contemplated thereby and no other person shall have authority to provide you with such authorization. (b) “Disparagement” includes, without limitation, comments or statements to the press, the Company’s or its affiliates’ employees or any individual or entity with whom the Company or its affiliates has a business relationship which would adversely affect in any manner: (i) the conduct of the business of the Company or its affiliates (including, without limitation, any products or business plans or prospects), or (ii) the business reputation of the Company or its affiliates, or any of their products, or their past or present officers, directors or employees.