Common use of Agreement Not To Compete and Not To Solicit Clause in Contracts

Agreement Not To Compete and Not To Solicit. (a) In exchange for the consideration provided by the Company in this Agreement, the Holder agrees that, during the Covenant Period, the Holder shall not, without the prior written consent of the Company: (i) become directly or indirectly engaged or involved, as an owner, principal, employee, officer, director, manager, independent contractor, consultant, representative, seller, distributor, agent, advisor, lender or in any other capacity, with or for any Competitor of the Company or any Subsidiary; (ii) participate in the research or development, manufacture, and/or any business, fabrication, marketing, sale or distribution of any products or services that are competitive with or similar to any products or services then being developed, manufactured, fabricated, marketed, sold or distributed by the Company or any Subsidiary; (iii) directly or indirectly, on behalf of the Holder or any other person or entity, offer, market, sell or distribute, or participate in offering, marketing, selling or distributing any products or services that are competitive with or similar to any products or services then offered , marketed, sold or distributed by the Company or any Subsidiary to any customer of the Company or any Subsidiary, or to the Holder’s knowledge, potential customer of the Company or any Subsidiary; (iv) directly or indirectly, on behalf of the Holder or any other person or entity, solicit, induce, recruit, hire, or encourage any employee, independent contractor, consultant, or sales representative of the Company or any Subsidiary to leave their employment; or (v) directly or indirectly, engage, or attempt to engage, on behalf of any Competitor of the Company or any Subsidiary, any customer, vendor, supplier, distributor, independent contractor, agent, or other business relationship of the Company or any Subsidiary, or engage in any other action that would reasonably be expected to terminate or negatively impact any such business relationship of the Company or any Subsidiary; provided, however, that the Holder’s direct or indirect ownership of less than 1% of the outstanding capital stock of a company whose capital stock is listed on a national securities exchange or regularly traded in an over-the-counter market, shall not be deemed to be a violation of this Agreement. Notwithstanding any provision of the Plan or of this Agreement to the contrary, any violation of this section by the Holder shall result in the immediate forfeiture and cancellation of the portion of the Award which is not vested as of such date. (b) The Holder agrees that money damages would not be a sufficient remedy for any breach of this Section 5.2 by the Holder and that, in addition to all other remedies which may be available to the Company, the Company shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach. The Holder further agrees to waive any requirement for the securing or posting of any bond in connection with any such remedy. (c) The Holder agrees and acknowledges that (i) the services rendered by the Holder to the Company are special and of great value to the Company, (ii) the market for the Company’s products and services is worldwide and the Company regularly transacts business on a worldwide basis, (iii) the covenants contained in this Section 5.2 are reasonable and necessary for the protection of the Company’s legitimate business interests, (iv) the grant of the Award to the Holder is good and sufficient consideration for such covenants, and (v) the Holder’s compliance with such covenants will not preclude or unreasonably restrict the Holder from engaging in other activities for the purpose of earning a livelihood. (d) As used herein, (i) the term “Competitor” means any person, or entity that (A) is engaged in, or that has plans to become engaged in the research, development, manufacture, fabrication, marketing, sale or distribution of products or services that are the same as, or serve a substantially similar purpose or function as any products or services that were researched, developed, manufactured, fabricated, marketed, sold, or distributed by any business unit of the Company or any Subsidiary for which the Holder performed any work or services at any time during the last twenty-four (24) months during which the Holder was employed by Company or any Subsidiary; and (B) directly or indirectly conducts any business operations anywhere within North America or anywhere else in the world where the Holder has engaged in business activities on behalf of the Company or any Subsidiary; and (ii) the term “Covenant Period” means the period ending on the second anniversary of the date the Holder’s termination of employment with the Company or any Subsidiary, regardless of the circumstances relating to such termination of employment (e.g., resignation, retirement, disability, termination by the Company for cause, or termination by the Company without cause).

Agreement Not To Compete and Not To Solicit. (a) In exchange for the consideration provided by the Company in this Agreement, the Holder Xxxxxx agrees that, during the Covenant Period, the Holder shall not, without the prior written consent of the Company: (i) become directly or indirectly engaged or involved, as an owner, principal, employee, officer, director, manager, independent contractor, consultant, representative, seller, distributor, agent, advisor, , lender or in any other capacity, with or for any Competitor of the Company or any Subsidiary; (ii) participate in the research or development, manufacture, and/or any business, fabrication, marketing, sale or distribution of any products or services that are competitive with or similar to any products or services then being developed, manufactured, fabricated, marketed, sold or distributed by the Company or any Subsidiary; (iii) directly or indirectly, on behalf of the Holder or any other person or entity, offer, market, sell or distribute, or participate in offering, marketing, selling or distributing any products or services that are competitive with or similar to any products or services then offered , marketed, sold or distributed by the Company or any Subsidiary to any customer of the Company or any Subsidiary, or to the Holder’s knowledge, potential customer of the Company or any Subsidiary; (or iv) directly or indirectly, on behalf of the Holder or any other person or entity, solicit, induce, recruit, hire, or encourage any employee, independent contractor, consultant, or sales representative of the Company or any Subsidiary to leave their employment; or (v) directly or indirectly, indirectly engage, or attempt to engage, on behalf of any Competitor of the Company or any Subsidiary, any customeremployee, independent contractor, consultant, sales representative, vendor, supplier, distributor, independent contractor, agent, agent or other business relationship of the Company or any Subsidiary, or engage in any other action that would reasonably be expected to terminate or negatively impact any such business relationship of the Company or any Subsidiary; provided, however, that the Holder’s direct or indirect ownership of less than 1% of the outstanding capital stock of a company whose capital stock is listed on a national securities exchange or regularly traded in an over-the-counter market, shall not be deemed to be a violation of this Agreement. Notwithstanding any provision of the Plan or of this Agreement to the contrary, any violation of this section by the Holder shall result in the immediate forfeiture and cancellation of the portion of the Award which is not vested as of such date. (b) The If any covenant or other term in this Agreement (including without limitation any covenant in Section 6.2 hereof) is determined by a court of competent jurisdiction to be wholly or partially unenforceable , Holder agrees that: i) this Agreement or any portion hereof may be reformed so that such covenant or other term is enforceable to the maximum extent permitted by law; ii) such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant or other term in any other jurisdiction; and iii) the unaffected provisions of this Agreement shall be unimpaired and shall remain in full force and effect. Without limiting the generality of the foregoing, if any covenant in this Agreement shall be determined by a court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extend in all other respect as to which it may be enforceable, all as determined by such court.. (c) Xxxxxx agrees that money damages would not be a sufficient remedy for any breach of this Section 5.2 6.2 by the Holder Xxxxxx and that, in addition to all other remedies which may be available to the Company, the Company shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach. The Holder Xxxxxx further agrees to waive any requirement for the securing or posting of any bond in connection with any such remedy. (cd) The Holder Xxxxxx agrees and acknowledges that (i) the services rendered by the Holder to the Company are special and of great value to the Company, (ii) the market for the Company’s products and services is worldwide and the Company regularly transacts business on a worldwide basis, (iii) the covenants contained in this Section 5.2 6.2 are reasonable and necessary for the protection of the Company’s legitimate business interests, (iv) the grant of the Award to the Holder is good and sufficient consideration for such covenants, and (v) the Holder’s compliance with such covenants will not preclude or unreasonably restrict the Holder from engaging in other activities for the purpose of earning a livelihood. (de) As used herein, (i) the term “Competitor” means any person, or entity that (A) is engaged in, or that has plans to become engaged in the research, development, manufacture, fabrication, marketing, sale or distribution of products or services that are the same as, or serve a substantially similar purpose or function as any products or services that were researched, developed, manufactured, fabricated, marketed, sold, or distributed by any business unit of the Company or any Subsidiary for which the Holder performed any work or services at any time during the last twenty-four (24) months during which the Holder Xxxxxx was employed by Company or any Subsidiary; Subsidiary and (B) directly or indirectly conducts any business operations anywhere within North America or anywhere else in the world where the Holder has engaged in business activities on behalf of the Company or any Subsidiary; : and (ii) the term “Covenant Period” means the period ending on the second anniversary of the date the Holder’s termination of employment with the Company or any Subsidiary, regardless of the circumstances relating to such termination of employment (e.g., resignation, retirement, disability, termination by the Company for cause, or termination by the Company without cause).

Agreement Not To Compete and Not To Solicit. (a) In exchange for the consideration provided by the Company in this Agreement, the Holder Xxxxxx agrees that, during the Covenant Period, the Holder shall not, without the prior written consent of the Company: (i) become directly or indirectly engaged or involved, as an owner, principal, employee, officer, director, manager, independent contractor, consultant, representative, seller, distributor, agent, advisor, , lender or in any other capacity, with or for any Competitor of the Company or any Subsidiary; (ii) participate in the research or development, manufacture, and/or any business, fabrication, marketing, sale or distribution of any products or services that are competitive with or similar to any products or services then being developed, manufactured, fabricated, marketed, sold or distributed by the Company or any Subsidiary; (iii) directly or indirectly, on behalf of the Holder or any other person or entity, offer, market, sell or distribute, or participate in offering, marketing, selling or distributing any products or services that are competitive with or similar to any products or services then offered , marketed, sold or distributed by the Company or any Subsidiary to any customer of the Company or any Subsidiary, or to the Holder’s knowledge, potential customer of the Company or any Subsidiary; (or iv) directly or indirectly, on behalf of the Holder or any other person or entity, solicit, induce, recruit, hire, or encourage any employee, independent contractor, consultant, or sales representative of the Company or any Subsidiary to leave their employment; or (v) directly or indirectly, indirectly engage, or attempt to engage, on behalf of any Competitor of the Company or any Subsidiary, any customeremployee, independent contractor, consultant, sales representative, vendor, supplier, distributor, independent contractor, agent, agent or other business relationship of the Company or any Subsidiary, or engage in any other action that would reasonably be expected to terminate or negatively impact any such business relationship of the Company or any Subsidiary; provided, however, that the HolderXxxxxx’s direct or indirect ownership of less than 1% of the outstanding capital stock of a company whose capital stock is listed on a national securities exchange or regularly traded in an over-the-counter market, shall not be deemed to be a violation of this Agreement. Notwithstanding any provision of the Plan or of this Agreement to the contrary, any violation of this section by the Holder shall result in the immediate forfeiture and cancellation of the portion of the Award which is not vested as of such date. (b) The If any covenant or other term in this Agreement (including without limitation any covenant in Section 4.2 hereof) is determined by a court of competent jurisdiction to be wholly or partially unenforceable , Holder agrees that: i) this Agreement or any portion hereof may be reformed so that such covenant or other term is enforceable to the maximum extent permitted by law; ii) such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant or other term in any other jurisdiction; and iii) the unaffected provisions of this Agreement shall be unimpaired and shall remain in full force and effect. Without limiting the generality of the foregoing, if any covenant in this Agreement shall be determined by a court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extend in all other respect as to which it may be enforceable, all as determined by such court.. (c) Xxxxxx agrees that money damages would not be a sufficient remedy for any breach of this Section 5.2 4.2 by the Holder Xxxxxx and that, in addition to all other remedies which may be available to the Company, the Company shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach. The Holder Xxxxxx further agrees to waive any requirement for the securing or posting of any bond in connection with any such remedy. (cd) The Holder Xxxxxx agrees and acknowledges that (i) the services rendered by the Holder to the Company are special and of great value to the Company, (ii) the market for the Company’s products and services is worldwide and the Company regularly transacts business on a worldwide basis, (iii) the covenants contained in this Section 5.2 4.2 are reasonable and necessary for the protection of the Company’s legitimate business interests, (iv) the grant of the Award to the Holder is good and sufficient consideration for such covenants, and (v) the Holder’s compliance with such covenants will not preclude or unreasonably restrict the Holder from engaging in other activities for the purpose of earning a livelihood. (de) As used herein, (i) the term “Competitor” means any person, or entity that (A) is engaged in, or that has plans to become engaged in the research, development, manufacture, fabrication, marketing, sale or distribution of products or services that are the same as, or serve a substantially similar purpose or function as any products or services that were researched, developed, manufactured, fabricated, marketed, sold, or distributed by any business unit of the Company or any Subsidiary for which the Holder performed any work or services at any time during the last twenty-four (24) months during which the Holder Xxxxxx was employed by Company or any Subsidiary; Subsidiary and (B) directly or indirectly conducts any business operations anywhere within North America or anywhere else in the world where the Holder has engaged in business activities on behalf of the Company or any Subsidiary; : and (ii) the term “Covenant Period” means the period ending on the second anniversary of the date the Holder’s termination of employment with the Company or any Subsidiary, regardless of the circumstances relating to such termination of employment (e.g., resignation, retirement, disability, termination by the Company for cause, or termination by the Company without cause).

Agreement Not To Compete and Not To Solicit. (a) In exchange for the consideration provided by the Company in this Agreement, the Holder Xxxxxx agrees that, during the Covenant Period, the Holder shall not, without the prior written consent of the Company: (i) become directly or indirectly engaged or involved, as an owner, principal, employee, officer, director, manager, independent contractor, consultant, representative, seller, distributor, agent, advisor, , lender or in any other capacity, with or for any Competitor of the Company or any Subsidiary; (ii) participate in the research or development, manufacture, and/or any business, fabrication, marketing, sale or distribution of any products or services that are competitive with or similar to any products or services then being developed, manufactured, fabricated, marketed, sold or distributed by the Company or any Subsidiary; (iii) directly or indirectly, on behalf of the Holder or any other person or entity, offer, market, sell or distribute, or participate in offering, marketing, selling or distributing any products or services that are competitive with or similar to any products or services then offered , marketed, sold or distributed by the Company or any Subsidiary to any customer of the Company or any Subsidiary, or to the Holder’s knowledge, potential customer of the Company or any Subsidiary; (or iv) directly or indirectly, on behalf of the Holder or any other person or entity, solicit, induce, recruit, hire, or encourage any employee, independent contractor, consultant, or sales representative of the Company or any Subsidiary to leave their employment; or (v) directly or indirectly, indirectly engage, or attempt to engage, on behalf of any Competitor of the Company or any Subsidiary, any customeremployee, independent contractor, consultant, sales representative, vendor, supplier, distributor, independent contractor, agent, agent or other business relationship of the Company or any Subsidiary, or engage in any other action that would reasonably be expected to terminate or negatively impact any such business relationship of the Company or any Subsidiary; provided, however, that the Holder’s direct or indirect ownership of less than 1% of the outstanding capital stock of a company whose capital stock is listed on a national securities exchange or regularly traded in an over-the-counter market, shall not be deemed to be a violation of this Agreement. Notwithstanding any provision of the Plan or of this Agreement to the contrary, any violation of this section by the Holder shall result in the immediate forfeiture and cancellation of the portion of the Award Units which is are not vested as of such date. (b) The If any covenant or other term in this Agreement (including without limitation any covenant in Section 4.2 hereof) is determined by a court of competent jurisdiction to be wholly or partially unenforceable , Holder agrees that: i) this Agreement or any portion hereof may be reformed so that such covenant or other term is enforceable to the maximum extent permitted by law; ii) such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant or other term in any other jurisdiction; and iii) the unaffected provisions of this Agreement shall be unimpaired and shall remain in full force and effect. Without limiting the generality of the foregoing, if any covenant in this Agreement shall be determined by a court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extend in all other respect as to which it may be enforceable, all as determined by such court.. (c) Xxxxxx agrees that money damages would not be a sufficient remedy for any breach of this Section 5.2 4.2 by the Holder Xxxxxx and that, in addition to all other remedies which may be available to the Company, the Company shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach. The Holder Xxxxxx further agrees to waive any requirement for the securing or posting of any bond in connection with any such remedy. (cd) The Holder Xxxxxx agrees and acknowledges that (i) the services rendered by the Holder to the Company are special and of great value to the Company, (ii) the market for the Company’s products and services is worldwide and the Company regularly transacts business on a worldwide basis, (iii) the covenants contained in this Section 5.2 4.2 are reasonable and necessary for the protection of the Company’s legitimate business interests, (iv) the grant of the Award Units to the Holder is good and sufficient consideration for such covenants, and (v) the Holder’s compliance with such covenants will not preclude or unreasonably restrict the Holder from engaging in other activities for the purpose of earning a livelihood. (de) As used herein, (i) the term “Competitor” means any person, or entity that (A) is engaged in, or that has plans to become engaged in the research, development, manufacture, fabrication, marketing, sale or distribution of products or services that are the same as, or serve a substantially similar purpose or function as any products or services that were researched, developed, manufactured, fabricated, marketed, sold, or distributed by any business unit of the Company or any Subsidiary for which the Holder performed any work or services at any time during the last twenty-four (24) months during which the Holder was employed by Company or any Subsidiary; and (B) directly or indirectly conducts any business operations anywhere within North America or anywhere else in the world where the Holder has engaged in business activities on behalf of the Company or any Subsidiary; and (ii) the term “Covenant Period” means the period ending on the second anniversary of the date the Holder’s termination of employment with the Company or any Subsidiary, regardless of the circumstances relating to such termination of employment (e.g., resignation, retirement, disability, termination by the Company for cause, or termination by the Company without cause).for

Agreement Not To Compete and Not To Solicit. (a) In exchange for the consideration provided by the Company in this Agreement, the Holder agrees that, during the Covenant Period, the Holder shall not, without the prior written consent of the Company: (i) become directly or indirectly engaged or involved, as an owner, principal, employee, officer, director, manager, independent contractor, consultant, representative, seller, distributor, agent, advisor, lender or in any other capacity, with or for any Competitor of the Company or any Subsidiary; (ii) participate in the research or development, manufacture, and/or any business, fabrication, marketing, sale or distribution of any products or services that are competitive with or similar to any products or services then being developed, manufactured, fabricated, marketed, sold or distributed by the Company or any Subsidiary; (iii) directly or indirectly, on behalf of the Holder or any other person or entity, offer, market, sell or distribute, or participate in offering, marketing, selling or distributing any products or services that are competitive with or similar to any products or services then offered , marketed, sold or distributed by the Company or any Subsidiary to any customer of the Company or any Subsidiary, or to the Holder’s knowledge, potential customer of the Company or any Subsidiary; (iv) directly or indirectly, on behalf of the Holder or any other person or entity, solicit, induce, recruit, hire, or encourage any employee, independent contractor, consultant, or sales representative of the Company or any Subsidiary to leave their employment; or (v) directly or indirectly, engage, or attempt to engage, on behalf of any Competitor of the Company or any Subsidiary, any customer, vendor, supplier, distributor, independent contractor, agent, or other business relationship of the Company or any Subsidiary, or engage in any other action that would reasonably be expected to terminate or negatively impact any such business relationship of the Company or any Subsidiary; provided, however, that the Holder’s direct or indirect ownership of less than 1% of the outstanding capital stock of a company whose capital stock is listed on a national securities exchange or regularly traded in an over-the-counter market, shall not be deemed to be a violation of this Agreement. Notwithstanding any provision of the Plan or of this Agreement to the contrary, any violation of this section by the Holder shall result in the immediate forfeiture and cancellation of the portion of the Award which is not vested as of such date. (b) The Holder agrees that money damages would not be a sufficient remedy for any breach of this Section 5.2 6.2 by the Holder and that, in addition to all other remedies which may be available to the Company, the Company shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach. The Holder further agrees to waive any requirement for the securing or posting of any bond in connection with any such remedy. (c) The Holder agrees and acknowledges that (i) the services rendered by the Holder to the Company are special and of great value to the Company, (ii) the market for the Company’s products and services is worldwide and the Company regularly transacts business on a worldwide basis, (iii) the covenants contained in this Section 5.2 6.2 are reasonable and necessary for the protection of the Company’s legitimate business interests, (iv) the grant of the Award to the Holder is good and sufficient consideration for such covenants, and (v) the Holder’s compliance with such covenants will not preclude or unreasonably restrict the Holder from engaging in other activities for the purpose of earning a livelihood. (d) As used herein, (i) the term “Competitor” means any person, or entity that (A) is engaged in, or that has plans to become engaged in the research, development, manufacture, fabrication, marketing, sale or distribution of products or services that are the same as, or serve a substantially similar purpose or function as any products or services that were researched, developed, manufactured, fabricated, marketed, sold, or distributed by any business unit of the Company or any Subsidiary for which the Holder performed any work or services at any time during the last twenty-four (24) months during which the Holder was employed by Company or any Subsidiary; Subsidiary and (B) directly or indirectly conducts any business operations anywhere within North America or anywhere else in the world where the Holder has engaged in business activities on behalf of the Company or any Subsidiary; : and (ii) the term “Covenant Period” means the period ending on the second anniversary of the date the Holder’s termination of employment with the Company or any Subsidiary, regardless of the circumstances relating to such termination of employment (e.g., resignation, retirement, disability, termination by the Company for cause, or termination by the Company without cause).

Agreement Not To Compete and Not To Solicit. (a) In exchange for the consideration provided by the Company in this Agreement, the Holder Xxxxxx agrees that, during the Covenant Period, the Holder shall not, without the prior written consent of the Company: (i) become directly or indirectly engaged or involved, as an owner, principal, employee, officer, director, manager, independent contractor, consultant, representative, seller, distributor, agent, advisor, lender or in any other capacity, with or for any Competitor of the Company or any Subsidiary; (ii) participate in the research or development, manufacture, and/or any business, fabrication, marketing, sale or distribution of any products or services that are competitive with or similar to any products or services then being developed, manufactured, fabricated, marketed, sold or distributed by the Company or any Subsidiary; (iii) directly or indirectly, on behalf of the Holder or any other person or entity, offer, market, sell or distribute, or participate in offering, marketing, selling or distributing any products or services that are competitive with or similar to any products or services then offered , marketed, sold or distributed by the Company or any Subsidiary to any customer of the Company or any Subsidiary, or to the Holder’s knowledge, potential customer of the Company or any Subsidiary; (iv) directly or indirectly, on behalf of the Holder or any other person or entity, solicit, induce, recruit, hire, or encourage any employee, independent contractor, consultant, or sales representative employee of the Company or any Subsidiary subsidiary to leave their employment; or (v) directly or indirectly, engage, or attempt to engage, on behalf of any Competitor of the Company or any Subsidiary, Subsidiary any customer, vendor, supplier, distributor, independent contractor, agent, or other business relationship of the Company or any Subsidiarysubsidiary, or engage in any other action that would reasonably be expected to terminate or negatively impact any such business relationship of the Company or any Subsidiary; provided, however, that the Holder’s direct or indirect ownership of less than 1% of the outstanding capital stock of a company whose capital stock is listed on a national securities exchange or regularly traded in an over-the-counter market, shall not be deemed to be a violation of this Agreement. Notwithstanding any provision of the Plan or of this Agreement to the contrary, any violation of this section by the Holder shall result in the immediate forfeiture and cancellation of the portion of the Award which is not vested as of such date. (b) The If any covenant or other term in this Agreement (including without limitation any covenant in Section 4.2 hereof) is determined by a court of competent jurisdiction to be wholly or partially unenforceable , Holder agrees that: i) this Agreement or any portion hereof may be reformed so that such covenant or other term is enforceable to the maximum extent permitted by law; ii) such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant or other term in any other jurisdiction; and iii) the unaffected provisions of this Agreement shall be unimpaired and shall remain in full force and effect. Without limiting the generality of the foregoing, if any covenant in this Agreement shall be determined by a court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extend in all other respect as to which it may be enforceable, all as determined by such court.. (c) Xxxxxx agrees that money damages would not be a sufficient remedy for any breach of this Section 5.2 4.2 by the Holder Xxxxxx and that, in addition to all other remedies which may be available to the Company, the Company shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach. The Holder Xxxxxx further agrees to waive any requirement for the securing or posting of any bond in connection with any such remedy. (cd) The Holder Xxxxxx agrees and acknowledges that (i) the services rendered by the Holder to the Company are special and of great value to the Company, (ii) the market for the Company’s products and services is worldwide and the Company regularly transacts business on a worldwide basis, (iii) the covenants contained in this Section 5.2 4.2 are reasonable and necessary for the protection of the Company’s legitimate business interests, (iv) the grant of the Award Units to the Holder is good and sufficient consideration for such covenants, and (v) the Holder’s compliance with such covenants will not preclude or unreasonably restrict the Holder from engaging in other activities for the purpose of earning a livelihood. (de) As used herein, (i) the term “Competitor” means any person, or entity that (A) is engaged in, or that has plans to become engaged in the research, development, manufacture, fabrication, marketing, sale or distribution of products or services that are the same as, or serve a substantially similar purpose or function as any products or services that were researched, developed, manufactured, fabricated, marketed, sold, or distributed by any business unit of the Company or any Subsidiary for which the Holder performed any work or services at any time during the last twenty-four (24) months during which the Holder Xxxxxx was employed by Company or any Subsidiary; Subsidiary and (B) directly or indirectly conducts any business operations anywhere within North America or anywhere else in the world where the Holder Xxxxxx has engaged in business activities on behalf of the Company or any Subsidiary; : and (ii) the term “Covenant Period” means the period ending on the second anniversary of the date the Holder’s termination of employment with the Company or any Subsidiary, regardless of the circumstances relating to such termination of employment (e.g., resignation, retirement, disability, termination by the Company for cause, or termination by the Company without cause).

Agreement Not To Compete and Not To Solicit. (a) In exchange for the consideration provided by the Company in this Agreement, the Holder Xxxxxx agrees that, during the Covenant Period, the Holder shall not, without the prior written consent of the Company: (i) become directly or indirectly engaged or involved, as an owner, principal, employee, officer, director, manager, independent contractor, consultant, representative, seller, distributor, agent, advisor, , lender or in any other capacity, with or for any Competitor of the Company or any Subsidiary; (ii) participate in the research or development, manufacture, and/or any business, fabrication, marketing, sale or distribution of any products or services that are competitive with or similar to any products or services then being developed, manufactured, fabricated, marketed, sold or distributed by the Company or any Subsidiary; (iii) directly or indirectly, on behalf of the Holder or any other person or entity, offer, market, sell or distribute, or participate in offering, marketing, selling or distributing any products or services that are competitive with or similar to any products or services then offered , marketed, sold or distributed by the Company or any Subsidiary to any customer of the Company or any Subsidiary, or to the Holder’s knowledge, potential customer of the Company or any Subsidiary; (or iv) directly or indirectly, on behalf of the Holder or any other person or entity, solicit, induce, recruit, hire, or encourage any employee, independent contractor, consultant, or sales representative of the Company or any Subsidiary to leave their employment; or (v) directly or indirectly, indirectly engage, or attempt to engage, on behalf of any Competitor of the Company or any Subsidiary, any customeremployee, independent contractor, consultant, sales representative, vendor, supplier, distributor, independent contractor, agent, agent or other business relationship of the Company or any Subsidiary, or engage in any other action that would reasonably be expected to terminate or negatively impact any such business relationship of the Company or any Subsidiary; provided, however, that the Holder’s direct or indirect ownership of less than 1% of the outstanding capital stock of a company whose capital stock is listed on a national securities exchange or regularly traded in an over-the-counter market, shall not be deemed to be a violation of this Agreement. Notwithstanding any provision of the Plan or of this Agreement to the contrary, any violation of this section by the Holder shall result in the immediate forfeiture and cancellation of the portion of the Award which is not vested as of such date. (b) The If any covenant or other term in this Agreement (including without limitation any covenant in Section 4.2 hereof) is determined by a court of competent jurisdiction to be wholly or partially unenforceable , Holder agrees that: i) this Agreement or any portion hereof may be reformed so that such covenant or other term is enforceable to the maximum extent permitted by law; ii) such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant or other term in any other jurisdiction; and iii) the unaffected provisions of this Agreement shall be unimpaired and shall remain in full force and effect. Without limiting the generality of the foregoing, if any covenant in this Agreement shall be determined by a court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extend in all other respect as to which it may be enforceable, all as determined by such court.. (c) Xxxxxx agrees that money damages would not be a sufficient remedy for any breach of this Section 5.2 4.2 by the Holder Xxxxxx and that, in addition to all other remedies which may be available to the Company, the Company shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach. The Holder Xxxxxx further agrees to waive any requirement for the securing or posting of any bond in connection with any such remedy. (cd) The Holder Xxxxxx agrees and acknowledges that (i) the services rendered by the Holder to the Company are special and of great value to the Company, (ii) the market for the Company’s products and services is worldwide and the Company regularly transacts business on a worldwide basis, (iii) the covenants contained in this Section 5.2 4.2 are reasonable and necessary for the protection of the Company’s legitimate business interests, (iv) the grant of the Award to the Holder is good and sufficient consideration for such covenants, and (v) the Holder’s compliance with such covenants will not preclude or unreasonably restrict the Holder from engaging in other activities for the purpose of earning a livelihood. (de) As used herein, (i) the term “Competitor” means any person, or entity that (A) is engaged in, or that has plans to become engaged in the research, development, manufacture, fabrication, marketing, sale or distribution of products or services that are the same as, or serve a substantially similar purpose or function as any products or services that were researched, developed, manufactured, fabricated, marketed, sold, or distributed by any business unit of the Company or any Subsidiary for which the Holder performed any work or services at any time during the last twenty-four (24) months during which the Holder Xxxxxx was employed by Company or any Subsidiary; Subsidiary and (B) directly or indirectly conducts any business operations anywhere within North America or anywhere else in the world where the Holder has engaged in business activities on behalf of the Company or any Subsidiary; : and (ii) the term “Covenant Period” means the period ending on the second anniversary of the date the Holder’s termination of employment with the Company or any Subsidiary, regardless of the circumstances relating to such termination of employment (e.g., resignation, retirement, disability, termination by the Company for cause, or termination by the Company without cause).

Agreement Not To Compete and Not To Solicit. (a) In exchange for the consideration provided by the Company in this Agreement, the Holder agrees that, during the Covenant Period, the Holder shall not, without the prior written consent of the Company: (i) become directly or indirectly engaged or involved, as an owner, principal, employee, officer, director, manager, independent contractor, consultant, representative, seller, distributor, agent, advisor, lender or in any other capacity, with or for any Competitor of the Company or any Subsidiary; (ii) participate in the research or development, manufacture, and/or any business, fabrication, marketing, sale or distribution of any products or services that are competitive with or similar to any products or services then being developed, manufactured, fabricated, marketed, sold or distributed by the Company or any Subsidiary; (iii) directly or indirectly, on behalf of the Holder or any other person or entity, offer, market, sell or distribute, or participate in offering, marketing, selling or distributing any products or services that are competitive with or similar to any products or services then offered offered, marketed, sold or distributed by the Company or any Subsidiary to any customer of the Company or any Subsidiary, or to the Holder’s knowledge, potential customer of the Company or any Subsidiary; (iv) directly or indirectly, on behalf of the Holder or any other person or entity, solicit, induce, recruit, hire, or encourage any employee, independent contractor, consultant, or sales representative of the Company or any Subsidiary to leave their employment; or (v) directly or indirectly, engage, or attempt to engage, on behalf of any Competitor of the Company or any Subsidiary, any customer, vendor, supplier, distributor, independent contractor, agent, agent or other business relationship of the Company or any Subsidiary, or engage in any other action that would reasonably be expected to terminate or negatively impact any such business relationship of the Company or any Subsidiary; provided, however, that the Holder’s direct or indirect ownership of less than 1% of the outstanding capital stock of a company whose capital stock is listed on a national securities exchange or regularly traded in an over-the-counter market, shall not be deemed to be a violation of this Agreement. Notwithstanding any provision of the Plan or of this Agreement to the contrary, any violation of this section by the Holder shall result in the immediate forfeiture and cancellation of the portion of the Award which is not vested as of such date. (b) The Holder agrees that money damages would not be a sufficient remedy for any breach of this Section 5.2 by the Holder and that, in addition to all other remedies which may be available to the Company, the Company shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach. The Holder further agrees to waive any requirement for the securing or posting of any bond in connection with any such remedy. (c) The Holder agrees and acknowledges that (i) the services rendered by the Holder to the Company are special and of great value to the Company, (ii) the market for the Company’s products and services is worldwide and the Company regularly transacts business on a worldwide basis, (iii) the covenants contained in this Section 5.2 are reasonable and necessary for the protection of the Company’s legitimate business interests, (iv) the grant of the Award to the Holder is good and sufficient consideration for such covenants, and (v) the Holder’s compliance with such covenants will not preclude or unreasonably restrict the Holder from engaging in other activities for the purpose of earning a livelihood. (d) As used herein, (i) the term “Competitor” means any person, or entity that (A) is engaged in, or that has plans to become engaged in the research, development, manufacture, fabrication, marketing, sale or distribution of products or services that are the same as, or serve a substantially similar purpose or function as any products or services that were researched, developed, manufactured, fabricated, marketed, sold, or distributed by any business unit of the Company or any Subsidiary for which the Holder performed any work or services at any time during the last twenty-four (24) months during which the Holder was employed by Company or any Subsidiary; and (B) directly or indirectly conducts any business operations anywhere within North America or anywhere else in the world where the Holder has engaged in business activities on behalf of the Company or any Subsidiary; and (ii) the term “Covenant Period” means the period ending on the second anniversary of the date the Holder’s termination of employment with the Company or any Subsidiary, regardless of the circumstances relating to such termination of employment (e.g., resignation, retirement, disability, termination by the Company for cause, or termination by the Company without cause).

Agreement Not To Compete and Not To Solicit. (ai) In exchange for the consideration provided by the Company in this Agreement, the Holder Xxxxxx agrees that, during the Covenant Period, the Holder shall not, without the prior written consent of the Company: (i) become directly or indirectly engaged or involved, as an owner, principal, employee, officer, director, manager, independent contractor, consultant, representative, seller, distributor, agent, advisor, , lender or in any other capacity, with or for any Competitor of the Company or any Subsidiary; (ii) participate in the research or development, manufacture, and/or any business, fabrication, marketing, sale or distribution of any products or services that are competitive with or similar to any products or services then being developed, manufactured, fabricated, marketed, sold or distributed by the Company or any Subsidiary; (iii) directly or indirectly, on behalf of the Holder or any other person or entity, offer, market, sell or distribute, or participate in offering, marketing, selling or distributing any products or services that are competitive with or similar to any products or services then offered , marketed, sold or distributed by the Company or any Subsidiary to any customer of the Company or any Subsidiary, or to the Holder’s knowledge, potential customer of the Company or any Subsidiary; (or iv) directly or indirectly, on behalf of the Holder or any other person or entity, solicit, induce, recruit, hire, or encourage any employee, independent contractor, consultant, or sales representative of the Company or any Subsidiary to leave their employment; or (v) directly or indirectly, indirectly engage, or attempt to engage, on behalf of any Competitor of the Company or any Subsidiary, any customeremployee, independent contractor, consultant, sales representative, vendor, supplier, distributor, independent contractor, agent, agent or other business relationship of the Company or any Subsidiary, or engage in any other action that would reasonably be expected to terminate or negatively impact any such business relationship of the Company or any Subsidiary; provided, however, that the Holder’s direct or indirect ownership of less than 1% of the outstanding capital stock of a company whose capital stock is listed on a national securities exchange or regularly traded in an over-the-counter market, shall not be deemed to be a violation of this Agreement. Notwithstanding any provision of the Plan or of this Agreement to the contrary, any violation of this section by the Holder shall result in the immediate forfeiture and cancellation of the portion of the Award which is not vested as of such date. (bii) The If any covenant or other term in this Agreement (including without limitation any covenant in Section 6.2 hereof) is determined by a court of competent jurisdiction to be wholly or partially unenforceable , Holder agrees that: i) this Agreement or any portion hereof may be reformed so that such covenant or other term is enforceable to the maximum extent permitted by law; ii) such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant or other term in any other jurisdiction; and iii) the unaffected provisions of this Agreement shall be unimpaired and shall remain in full force and effect. Without limiting the generality of the foregoing, if any covenant in this Agreement shall be determined by a court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extend in all other respect as to which it may be enforceable, all as determined by such court.. (iii) Xxxxxx agrees that money damages would not be a sufficient remedy for any breach of this Section 5.2 6.2 by the Holder Xxxxxx and that, in addition to all other remedies which may be available to the Company, the Company shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach. The Holder Xxxxxx further agrees to waive any requirement for the securing or posting of any bond in connection with any such remedy. (civ) The Holder agrees and acknowledges that (i) the services rendered by the Holder to the Company are special and of great value to the Company, (ii) the market for the Company’s products and services is worldwide and the Company regularly transacts business on a worldwide basis, (iii) the covenants contained in this Section 5.2 6.2 are reasonable and necessary for the protection of the Company’s legitimate business interests, (iv) the grant of the Award to the Holder is good and sufficient consideration for such covenants, and (v) the Holder’s compliance with such covenants will not preclude or unreasonably restrict the Holder from engaging in other activities for the purpose of earning a livelihood. (dv) As used herein, (i) the term “Competitor” means any person, or entity that (A) is engaged in, or that has plans to become engaged in the research, development, manufacture, fabrication, marketing, sale or distribution of products or services that are the same as, or serve a substantially similar purpose or function as any products or services that were researched, developed, manufactured, fabricated, marketed, sold, or distributed by any business unit of the Company or any Subsidiary for which the Holder performed any work or services at any time during the last twenty-four (24) months during which the Holder Xxxxxx was employed by Company or any Subsidiary; Subsidiary and (B) directly or indirectly conducts any business operations anywhere within North America or anywhere else in the world where the Holder has engaged in business activities on behalf of the Company or any Subsidiary; : and (ii) the term “Covenant Period” means the period ending on the second anniversary of the date the Holder’s termination of employment with the Company or any Subsidiary, regardless of the circumstances relating to such termination of employment (e.g., resignation, retirement, disability, termination by the Company for cause, or termination by the Company without cause).

Agreement Not To Compete and Not To Solicit. (a) In exchange for the consideration provided by the Company in this Agreement, the Holder Xxxxxx agrees that, during the Covenant Period, the Holder shall not, without the prior written consent of the Company: (i) become directly or indirectly engaged or involved, as an owner, principal, employee, officer, director, manager, independent contractor, consultant, representative, seller, distributor, agent, advisor, , lender or in any other capacity, with or for any Competitor of the Company or any Subsidiary; (ii) participate in the research or development, manufacture, and/or any business, fabrication, marketing, sale or distribution of any products or services that are competitive with or similar to any products or services then being developed, manufactured, fabricated, marketed, sold or distributed by the Company or any Subsidiary; (iii) directly or indirectly, on behalf of the Holder or any other person or entity, offer, market, sell or distribute, or participate in offering, marketing, selling or distributing any products or services that are competitive with or similar to any products or services then offered , marketed, sold or distributed by the Company or any Subsidiary to any customer of the Company or any Subsidiary, or to the Holder’s knowledge, potential customer of the Company or any Subsidiary; (or iv) directly or indirectly, on behalf of the Holder or any other person or entity, solicit, induce, recruit, hire, or encourage any employee, independent contractor, consultant, or sales representative of the Company or any Subsidiary to leave their employment; or (v) directly or indirectly, indirectly engage, or attempt to engage, on behalf of any Competitor of the Company or any Subsidiary, any customeremployee, independent contractor, consultant, sales representative, vendor, supplier, distributor, independent contractor, agent, agent or other business relationship of the Company or any Subsidiary, or engage in any other action that would reasonably be expected to terminate or negatively impact any such business relationship of the Company or any Subsidiary; provided, however, that the Holder’s direct or indirect ownership of less than 1% of the outstanding capital stock of a company whose capital stock is listed on a national securities exchange or regularly traded in an over-the-counter market, shall not be deemed to be a violation of this Agreement. Notwithstanding any provision of the Plan or of this Agreement to the contrary, any violation of this section by the Holder shall result in the immediate forfeiture and cancellation of the portion of the Award which is not vested as of such date. (b) The If any covenant or other term in this Agreement (including without limitation any covenant in Section 5.2 hereof) is determined by a court of competent jurisdiction to be wholly or partially unenforceable , Holder agrees that: i) this Agreement or any portion hereof may be reformed so that such covenant or other term is enforceable to the maximum extent permitted by law; ii) such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant or other term in any other jurisdiction; and iii) the unaffected provisions of this Agreement shall be unimpaired and shall remain in full force and effect. Without limiting the generality of the foregoing, if any covenant in this Agreement shall be determined by a court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extend in all other respect as to which it may be enforceable, all as determined by such court. (c) Xxxxxx agrees that money damages would not be a sufficient remedy for any breach of this Section 5.2 by the Holder Xxxxxx and that, in addition to all other remedies which may be available to the Company, the Company shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach. The Holder Xxxxxx further agrees to waive any requirement for the securing or posting of any bond in connection with any such remedy. (cd) The Holder Xxxxxx agrees and acknowledges that (i) the services rendered by the Holder to the Company are special and of great value to the Company, (ii) the market for the Company’s products and services is worldwide and the Company regularly transacts business on a worldwide basis, (iii) the covenants contained in this Section 5.2 are reasonable and necessary for the protection of the Company’s legitimate business interests, (iv) the grant of the Award to the Holder is good and sufficient consideration for such covenants, and (v) the Holder’s compliance with such covenants will not preclude or unreasonably restrict the Holder from engaging in other activities for the purpose of earning a livelihood. (de) As used herein, (i) the term “Competitor” means any person, or entity that (A) is engaged in, or that has plans to become engaged in the research, development, manufacture, fabrication, marketing, sale or distribution of products or services that are the same as, or serve a substantially similar purpose or function as any products or services that were researched, developed, manufactured, fabricated, marketed, sold, or distributed by any business unit of the Company or any Subsidiary for which the Holder performed any work or services at any time during the last twenty-four (24) months during which the Holder Xxxxxx was employed by Company or any Subsidiary; Subsidiary and (B) directly or indirectly conducts any business operations anywhere within North America or anywhere else in the world where the Holder has engaged in business activities on behalf of the Company or any Subsidiary; : and (ii) the term “Covenant Period” means the period ending on the second anniversary of the date the Holder’s termination of employment with the Company or any Subsidiary, regardless of the circumstances relating to such termination of employment (e.g., resignation, retirement, disability, termination by the Company for cause, or termination by the Company without cause).

Agreement Not To Compete and Not To Solicit. (a) In exchange for the consideration provided by the Company in this Agreement, the Holder Xxxxxx agrees that, during the Covenant Period, the Holder shall not, without the prior written consent of the Company: (i) become directly or indirectly engaged or involved, as an owner, principal, employee, officer, director, manager, independent contractor, consultant, representative, seller, distributor, agent, advisor, lender or in any other capacity, with or for any Competitor of the Company or any Subsidiary; (ii) participate in the research or development, manufacture, and/or any business, fabrication, marketing, sale or distribution of any products or services that are competitive with or similar to any products or services then being developed, manufactured, fabricated, marketed, sold or distributed by the Company or any Subsidiary; (iii) directly or indirectly, on behalf of the Holder or any other person or entity, offer, market, sell or distribute, or participate in offering, marketing, selling or distributing any products or services that are competitive with or similar to any products or services then offered , marketed, sold or distributed by the Company or any Subsidiary to any customer of the Company or any Subsidiary, or to the Holder’s knowledge, potential customer of the Company or any Subsidiary; (or iv) directly or indirectly, on behalf of the Holder or any other person or entity, solicit, induce, recruit, hire, or encourage any employee, independent contractor, consultant, or sales representative of the Company or any Subsidiary to leave their employment; or (v) directly or indirectly, indirectly engage, or attempt to engage, on behalf of any Competitor of the Company or any Subsidiary, any customeremployee, independent contractor, consultant, sales representative, vendor, supplier, distributor, independent contractor, agent, agent or other business relationship of the Company or any Subsidiary, or engage in any other action that would reasonably be expected to terminate or negatively impact any such business relationship of the Company or any Subsidiary; provided, however, that the Holder’s direct or indirect ownership of less than 1% of the outstanding capital stock of a company whose capital stock is listed on a national securities exchange or regularly traded in an over-the-counter market, shall not be deemed to be a violation of this Agreement. Notwithstanding any provision of the Plan or of this Agreement to the contrary, any violation of this section by the Holder shall result in the immediate forfeiture and cancellation of the portion of the Award which is not vested as of such date. (b) The If any covenant or other term in this Agreement (including without limitation any covenant in Section 4.2 hereof) is determined by a court of competent jurisdiction to be wholly or partially unenforceable , Holder agrees that: i) this Agreement or any portion hereof may be reformed so that such covenant or other term is enforceable to the maximum extent permitted by law; ii) such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant or other term in any other jurisdiction; and iii) the unaffected provisions of this Agreement shall be unimpaired and shall remain in full force and effect. Without limiting the generality of the foregoing, if any covenant in this Agreement shall be determined by a court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extend in all other respect as to which it may be enforceable, all as determined by such court. (c) Xxxxxx agrees that money damages would not be a sufficient remedy for any breach of this Section 5.2 4.2 by the Holder Xxxxxx and that, in addition to all other remedies which may be available to the Company, the Company shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach. The Holder Xxxxxx further agrees to waive any requirement for the securing or posting of any bond in connection with any such remedy. (cd) The Holder Xxxxxx agrees and acknowledges that (i) the services rendered by the Holder to the Company are special and of great value to the Company, (ii) the market for the Company’s products and services is worldwide and the Company regularly transacts business on a worldwide basis, (iii) the covenants contained in this Section 5.2 4.2 are reasonable and necessary for the protection of the Company’s legitimate business interests, (iv) the grant of the Award to the Holder is good and sufficient consideration for such covenants, and (v) the Holder’s compliance with such covenants will not preclude or unreasonably restrict the Holder from engaging in other activities for the purpose of earning a livelihood. (de) As used herein, (i) the term “Competitor” means any person, or entity that (A) is engaged in, or that has plans to become engaged in the research, development, manufacture, fabrication, marketing, sale or distribution of products or services that are the same as, or serve a substantially similar purpose or function as any products or services that were researched, developed, manufactured, fabricated, marketed, sold, or distributed by any business unit of the Company or any Subsidiary for which the Holder performed any work or services at any time during the last twenty-four (24) months during which the Holder Xxxxxx was employed by Company or any Subsidiary; Subsidiary and (B) directly or indirectly conducts any business operations anywhere within North America or anywhere else in the world where the Holder has engaged in business activities on behalf of the Company or any Subsidiary; : and (ii) the term “Covenant Period” means the period ending on the second anniversary of the date the Holder’s termination of employment with the Company or any Subsidiary, regardless of the circumstances relating to such termination of employment (e.g., resignation, retirement, disability, termination by the Company for cause, or termination by the Company without cause).

Agreement Not To Compete and Not To Solicit. (a) In exchange for the consideration provided by the Company in this Agreement, the Holder Xxxxxx agrees that, during the Covenant Period, the Holder shall not, without the prior written consent of the Company: (i) become directly or indirectly engaged or involved, as an owner, principal, employee, officer, director, manager, independent contractor, consultant, representative, seller, distributor, agent, advisor, , lender or in any other capacity, with or for any Competitor of the Company or any Subsidiary; (ii) participate in the research or development, manufacture, and/or any business, fabrication, marketing, sale or distribution of any products or services that are competitive with or similar to any products or services then being developed, manufactured, fabricated, marketed, sold or distributed by the Company or any Subsidiary; (iii) directly or indirectly, on behalf of the Holder or any other person or entity, offer, market, sell or distribute, or participate in offering, marketing, selling or distributing any products or services that are competitive with or similar to any products or services then offered , marketed, sold or distributed by the Company or any Subsidiary to any customer of the Company or any Subsidiary, or to the Holder’s knowledge, potential customer of the Company or any Subsidiary; (or iv) directly or indirectly, on behalf of the Holder or any other person or entity, solicit, induce, recruit, hire, or encourage any employee, independent contractor, consultant, or sales representative of the Company or any Subsidiary to leave their employment; or (v) directly or indirectly, indirectly engage, or attempt to engage, on behalf of any Competitor of the Company or any Subsidiary, any customeremployee, independent contractor, consultant, sales representative, vendor, supplier, distributor, independent contractor, agent, agent or other business relationship of the Company or any Subsidiary, or engage in any other action that would reasonably be expected to terminate or negatively impact any such business relationship of the Company or any Subsidiary; provided, however, that the Holder’s direct or indirect ownership of less than 1% of the outstanding capital stock of a company whose capital stock is listed on a national securities exchange or regularly traded in an over-the-counter market, shall not be deemed to be a violation of this Agreement. Notwithstanding any provision of the Plan or of this Agreement to the contrary, any violation of this section by the Holder shall result in the immediate forfeiture and cancellation of the portion of the Award which is not vested as of such date. (b) The If any covenant or other term in this Agreement (including without limitation any covenant in Section 4.2 hereof) is determined by a court of competent jurisdiction to be wholly or partially unenforceable , Holder agrees that: i) this Agreement or any portion hereof may be reformed so that money damages would such covenant or other term is enforceable to the maximum extent permitted by law; ii) such determination shall not be a sufficient remedy for bar to or in any breach of this Section 5.2 by the Holder and that, in addition to all other remedies which may be available to the Company, the Company shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach. The Holder further agrees to waive any requirement for the securing or posting of any bond in connection with any such remedy. (c) The Holder agrees and acknowledges that (i) the services rendered by the Holder to the Company are special and of great value to the Company, (ii) the market for way diminish the Company’s products right to enforce any such covenant or other term in any other jurisdiction; and services is worldwide and the Company regularly transacts business on a worldwide basis, (iii) the covenants contained unaffected provisions of this Agreement shall be unimpaired and shall remain in full force and effect. Without limiting the generality of the foregoing, if any covenant in this Section 5.2 are reasonable and necessary Agreement shall be determined by a court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the protection maximum period of time for which it may be enforceable, over the Company’s legitimate business interestsmaximum geographical area as to which it may be enforceable, (iv) the grant of the Award or to the Holder is good and sufficient consideration for maximum extend in all other respect as to which it may be enforceable, all as determined by such covenants, and (v) the Holder’s compliance with such covenants will not preclude or unreasonably restrict the Holder from engaging in other activities for the purpose of earning a livelihood. (d) As used herein, (i) the term “Competitor” means any person, or entity that (A) is engaged in, or that has plans to become engaged in the research, development, manufacture, fabrication, marketing, sale or distribution of products or services that are the same as, or serve a substantially similar purpose or function as any products or services that were researched, developed, manufactured, fabricated, marketed, sold, or distributed by any business unit of the Company or any Subsidiary for which the Holder performed any work or services at any time during the last twenty-four (24) months during which the Holder was employed by Company or any Subsidiary; and (B) directly or indirectly conducts any business operations anywhere within North America or anywhere else in the world where the Holder has engaged in business activities on behalf of the Company or any Subsidiary; and (ii) the term “Covenant Period” means the period ending on the second anniversary of the date the Holder’s termination of employment with the Company or any Subsidiary, regardless of the circumstances relating to such termination of employment (e.g., resignation, retirement, disability, termination by the Company for cause, or termination by the Company without cause).court..

Agreement Not To Compete and Not To Solicit. (a) In exchange for the consideration provided by the Company in this Agreement, the Holder Xxxxxx agrees that, during the Covenant Period, the Holder shall not, without the prior written consent of the Company: (i) become directly or indirectly engaged or involved, as an owner, principal, employee, officer, director, manager, independent contractor, consultant, representative, seller, distributor, agent, advisor, lender or in any other capacity, with or for any Competitor of the Company or any Subsidiary; (ii) participate in the research or development, manufacture, and/or any business, fabrication, marketing, sale or distribution of any products or services that are competitive with or similar to any products or services then being developed, manufactured, fabricated, marketed, sold or distributed by the Company or any Subsidiary; (iii) directly or indirectly, on behalf of the Holder or any other person or entity, offer, market, sell or distribute, or participate in offering, marketing, selling or distributing any products or services that are competitive with or similar to any products or services then offered , marketed, sold or distributed by the Company or any Subsidiary to any customer of the Company or any Subsidiary, or to the Holder’s knowledge, potential customer of the Company or any Subsidiary; (iv) directly or indirectly, on behalf of the Holder or any other person or entity, solicit, induce, recruit, hire, or encourage any employee, independent contractor, consultant, or sales representative employee of the Company or any Subsidiary subsidiary to leave their employment; or (v) directly or indirectly, engage, or attempt to engage, on behalf of any Competitor of the Company or any Subsidiary, Subsidiary any customer, vendor, supplier, distributor, independent contractor, agent, or other business relationship of the Company or any Subsidiarysubsidiary, or engage in any other action that would reasonably be expected to terminate or negatively impact any such business relationship of the Company or any Subsidiary; provided, however, that the HolderXxxxxx’s direct or indirect ownership of less than 1% of the outstanding capital stock of a company whose capital stock is listed on a national securities exchange or regularly traded in an over-the-counter market, shall not be deemed to be a violation of this Agreement. Notwithstanding any provision of the Plan or of this Agreement to the contrary, any violation of this section by the Holder shall result in the immediate forfeiture and cancellation of the portion of the Award which is not vested as of such date. (b) The If any covenant or other term in this Agreement (including without limitation any covenant in Section 6.2 hereof) is determined by a court of competent jurisdiction to be wholly or partially unenforceable , Holder agrees that: i) this Agreement or any portion hereof may be reformed so that such covenant or other term is enforceable to the maximum extent permitted by law; ii) such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant or other term in any other jurisdiction; and iii) the unaffected provisions of this Agreement shall be unimpaired and shall remain in full force and effect. Without limiting the generality of the foregoing, if any covenant in this Agreement shall be determined by a court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extend in all other respect as to which it may be enforceable, all as determined by such court.. (c) Xxxxxx agrees that money damages would not be a sufficient remedy for any breach of this Section 5.2 6.2 by the Holder Xxxxxx and that, in addition to all other remedies which may be available to the Company, the Company shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach. The Holder Xxxxxx further agrees to waive any requirement for the securing or posting of any bond in connection with any such remedy. (cd) The Holder Xxxxxx agrees and acknowledges that (i) the services rendered by the Holder to the Company are special and of great value to the Company, (ii) the market for the Company’s products and services is worldwide and the Company regularly transacts business on a worldwide basis, (iii) the covenants contained in this Section 5.2 6.2 are reasonable and necessary for the protection of the Company’s legitimate business interests, (iv) the grant of the Award to the Holder is good and sufficient consideration for such covenants, and (v) the Holder’s compliance with such covenants will not preclude or unreasonably restrict the Holder from engaging in other activities for the purpose of earning a livelihood. (de) As used herein, (i) the term “Competitor” means any person, or entity that (A) is engaged in, or that has plans to become engaged in the research, development, manufacture, fabrication, marketing, sale or distribution of products or services that are the same as, or serve a substantially similar purpose or function as any products or services that were researched, developed, manufactured, fabricated, marketed, sold, or distributed by any business unit of the Company or any Subsidiary for which the Holder performed any work or services at any time during the last twenty-four (24) months during which the Holder Xxxxxx was employed by Company or any Subsidiary; Subsidiary and (B) directly or indirectly conducts any business operations anywhere within North America or anywhere else in the world where the Holder has engaged in business activities on behalf of the Company or any Subsidiary; : and (ii) the term “Covenant Period” means the period ending on the second anniversary of the date the Holder’s termination of employment with the Company or any Subsidiary, regardless of the circumstances relating to such termination of employment (e.g., resignation, retirement, disability, termination by the Company for cause, or termination by the Company without cause).

Agreement Not To Compete and Not To Solicit. (a) In exchange for the consideration provided by the Company in this Agreement, the Holder Xxxxxx agrees that, during the Covenant Period, the Holder shall not, without the prior written consent of the Company: (i) become directly or indirectly engaged or involved, as an owner, principal, employee, officer, director, manager, independent contractor, consultant, representative, seller, distributor, agent, advisor, , lender or in any other capacity, with or for any Competitor of the Company or any Subsidiary; (ii) participate in the research or development, manufacture, and/or any business, fabrication, marketing, sale or distribution of any products or services that are competitive with or similar to any products or services then being developed, manufactured, fabricated, marketed, sold or distributed by the Company or any Subsidiary; (iii) directly or indirectly, on behalf of the Holder or any other person or entity, offer, market, sell or distribute, or participate in offering, marketing, selling or distributing any products or services that are competitive with or similar to any products or services then offered , marketed, sold or distributed by the Company or any Subsidiary to any customer of the Company or any Subsidiary, or to the Holder’s knowledge, potential customer of the Company or any Subsidiary; (or iv) directly or indirectly, on behalf of the Holder or any other person or entity, solicit, induce, recruit, hire, or encourage any employee, independent contractor, consultant, or sales representative of the Company or any Subsidiary to leave their employment; or (v) directly or indirectly, indirectly engage, or attempt to engage, on behalf of any Competitor of the Company or any Subsidiary, any customeremployee, independent contractor, consultant, sales representative, vendor, supplier, distributor, independent contractor, agent, agent or other business relationship of the Company or any Subsidiary, or engage in any other action that would reasonably be expected to terminate or negatively impact any such business relationship of the Company or any Subsidiary; provided, however, that the Holder’s direct or indirect ownership of less than 1% of the outstanding capital stock of a company whose capital stock is listed on a national securities exchange or regularly traded in an over-the-counter market, shall not be deemed to be a violation of this Agreement. Notwithstanding any provision of the Plan or of this Agreement to the contrary, any violation of this section by the Holder shall result in the immediate forfeiture and cancellation of the portion of the Award Units which is are not vested as of such date. (b) The If any covenant or other term in this Agreement (including without limitation any covenant in Section 4.2 hereof) is determined by a court of competent jurisdiction to be wholly or partially unenforceable , Holder agrees that: i) this Agreement or any portion hereof may be reformed so that such covenant or other term is enforceable to the maximum extent permitted by law; ii) such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant or other term in any other jurisdiction; and iii) the unaffected provisions of this Agreement shall be unimpaired and shall remain in full force and effect. Without limiting the generality of the foregoing, if any covenant in this Agreement shall be determined by a court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extend in all other respect as to which it may be enforceable, all as determined by such court.. (c) Xxxxxx agrees that money damages would not be a sufficient remedy for any breach of this Section 5.2 4.2 by the Holder Xxxxxx and that, in addition to all other remedies which may be available to the Company, the Company shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach. The Holder Xxxxxx further agrees to waive any requirement for the securing or posting of any bond in connection with any such remedy. (cd) The Holder Xxxxxx agrees and acknowledges that (i) the services rendered by the Holder to the Company are special and of great value to the Company, (ii) the market for the Company’s products and services is worldwide and the Company regularly transacts business on a worldwide basis, (iii) the covenants contained in this Section 5.2 4.2 are reasonable and necessary for the protection of the Company’s legitimate business interests, (iv) the grant of the Award Units to the Holder is good and sufficient consideration for such covenants, and (v) the Holder’s compliance with such covenants will not preclude or unreasonably restrict the Holder from engaging in other activities for the purpose of earning a livelihood. (de) As used herein, (i) the term “Competitor” means any person, or entity that (A) is engaged in, or that has plans to become engaged in the research, development, manufacture, fabrication, marketing, sale or distribution of products or services that are the same as, or serve a substantially similar purpose or function as any products or services that were researched, developed, manufactured, fabricated, marketed, sold, or distributed by any business unit of the Company or any Subsidiary for which the Holder performed any work or services at any time during the last twenty-four (24) months during which the Holder Xxxxxx was employed by Company or any Subsidiary; Subsidiary and (B) directly or indirectly conducts any business operations anywhere within North America or anywhere else in the world where the Holder has engaged in business activities on behalf of the Company or any Subsidiary; : and (ii) the term “Covenant Period” means the period ending on the second anniversary of the date the Holder’s termination of employment with the Company or any Subsidiary, regardless of the circumstances relating to such termination of employment (e.g., resignation, retirement, disability, termination by the Company for cause, or termination by the Company without cause).