Common use of Competitive Activity; Confidentiality; Nonsolicitation Clause in Contracts

Competitive Activity; Confidentiality; Nonsolicitation. (a) For the period following the Termination Date specified in Paragraph (3) of Annex A (the “Non-Competition Period”), subject to the Executive’s receipt of benefits under Section 4, the Executive will not, without the prior written consent of the Company, which consent will not be unreasonably withheld, engage in any Competitive Activity. (b) During the Term, the Company agrees that it will disclose to Executive its confidential or proprietary information (as defined in this Section 8(b)) to the extent necessary for Executive to carry out Executive’s obligations to the Company. The Executive hereby covenants and agrees that Executive will not, without the prior written consent of the Company, during the Term and two years thereafter disclose to any person not employed by the Company, or use in connection with engaging in competition with the Company, any confidential or proprietary information of the Company. For purposes of this Agreement, the term “confidential or proprietary information” will include all information of any nature and in any form that is owned by the Company and that is not publicly available (other than by Executive’s breach of this Section 8(b)) or generally known to persons engaged in businesses similar or related to those of the Company. Confidential or proprietary information will include, without limitation, the Company’s financial matters, customers, employees, industry contracts, strategic business plans, product development (or other proprietary product data), marketing plans, and all other secrets and all other information of a confidential or proprietary nature. For purposes of the preceding two sentences, the term “Company” will also include any Subsidiary (collectively, the “Restricted Group”). The obligations imposed by this Section 8(b) will not apply (i) during the Term, in the course of the business of and for the benefit of the Company, (ii) if such confidential or proprietary information has become, through no fault of the Executive, generally known to the public or (iii) if the Executive is required by law to make disclosure (after giving the Company notice and an opportunity to contest such requirement). (c) The Executive hereby covenants and agrees that for a period ending one year after the Termination Date Executive will not, without the prior written consent of the Company, which consent will not unreasonably be withheld as to Executive’s personal assistant, on behalf of Executive or on behalf of any person, firm or company, directly or indirectly, attempt to influence, persuade or induce, or assist any other person in so persuading or inducing, any employee of the Restricted Group to give up, or to not commence, employment or a business relationship with the Restricted Group. (d) Executive and the Company agree that the covenants contained in this Section 8 are reasonable under the circumstances and subject to the provisions of Section 14 of this Agreement. Executive acknowledges and agrees that the remedy at law available to the Company for breach of any of Executive’s obligations under this Section 8 would be inadequate and that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms. Accordingly, Executive acknowledges, consents and agrees that, in addition to any other rights or remedies that the Company may have at law, in equity or under this Agreement, upon adequate proof of Executive’s violation of any such provision of this Agreement, the Company will be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach, without the necessity of proof of actual damage.

Competitive Activity; Confidentiality; Nonsolicitation. (a) For the period following the Termination Date specified in Paragraph (34) of Annex A (the “Non-Competition Period”), subject to the Executive’s receipt of benefits under Section 4, the Executive will not, without the prior written consent of the Company, which consent will not be unreasonably withheld, engage in any Competitive Activity. (b) During the Term, the The Company agrees that it will disclose to Executive its confidential or proprietary information (as defined in this Section 8(b(b)) to the extent necessary for Executive to carry out Executive’s obligations to the Company. The Executive hereby covenants and agrees that that, subject to Section 6(a), Executive will not, without the prior written consent of the Company, during the Term term of his employment with the Company and two years thereafter after the Termination Date disclose to any person not employed by the Company, or use in connection with engaging in competition with the Company, any confidential or proprietary information of the Company. For purposes of this Agreement, the term “confidential or proprietary information” will include all information of any nature and in any form that is owned by the Company and that is not publicly available (other than by Executive’s breach of this Section 8(b9(b)) or generally known to persons engaged in businesses similar or related to those of the Company. Confidential or proprietary information will include, without limitation, the Company’s financial matters, customers, employees, industry contracts, strategic business plans, product development (or other proprietary product data), marketing plans, and all other secrets and all other information of a confidential or proprietary nature. For purposes of the preceding two sentences, the term “Company” will also include any Subsidiary (collectively, the “Restricted Group”). The obligations imposed by this Section 8(b9(b) will be subject to Section 6(a) and will not apply (i) during the Termterm of his employment with the Company, in the course of the business of and for the benefit of the Company, Company and (ii) if such confidential or proprietary information has become, through no fault of the Executive, generally known to the public or (iii) if the Executive is required by law to make disclosure (after giving the Company notice and an opportunity to contest such requirement)public. (c) The Executive hereby covenants and agrees that that, for a period ending one year after the Termination Date Date, Executive will not, without the prior written consent of the Company, which consent will not unreasonably be withheld as to Executive’s personal assistant, on behalf of Executive or on behalf of any person, firm or company, directly or indirectly, attempt to influence, persuade or induce, or assist any other person in so persuading or inducing, any employee of the Restricted Group to give up, or to not commence, employment or a business relationship with the Restricted Group. (d) Executive and the Company agree that the covenants contained in this Section 8 9 are reasonable under the circumstances and subject to the provisions of Section 14 15 of this Agreement. Executive acknowledges and agrees that the remedy at law available to the Company for breach of any of Executive’s obligations under this Section 8 9 would be inadequate and that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms. Accordingly, Executive acknowledges, consents and agrees that, in addition to any other rights or remedies that the Company may have at law, in equity or under this Agreement, upon adequate proof of Executive’s violation of any such provision of this Agreement, the Company will be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach, without the necessity of proof of actual damage.

Competitive Activity; Confidentiality; Nonsolicitation. (a) For the a period ending one year following the Termination Date specified in Paragraph (3) of Annex A (Date, if the “Non-Competition Period”), subject to the Executive’s receipt of Executive shall have received or shall be receiving benefits under Section 4, the Executive will shall not, without the prior written consent of the Company, which consent will shall not be unreasonably withheld, engage in any Competitive Activity; provided that the foregoing shall not apply if the Termination Date was prior to the Change in Control and Executive had already commenced such activity. (b) During the Term, the Company agrees that it will disclose to Executive its confidential or proprietary information (as defined in this Section 8(b)) to the extent necessary for Executive to carry out Executive’s his obligations to the Company. The Executive hereby covenants and agrees that Executive he will not, without the prior written consent of the Company, during the Term and two years or thereafter disclose to any person not employed by the Company, or use in connection with engaging in competition with the Company, any confidential or proprietary information of the Company. For purposes of this Agreement, the term “confidential or proprietary information” will include all information of any nature and in any form that is owned by the Company and that is not publicly available (other than by Executive’s breach of this Section 8(b)) or generally known to persons engaged in businesses similar or related to those of the Company. Confidential or proprietary information will include, without limitation, the Company’s financial matters, customers, employees, industry contracts, strategic business plans, product development (or other proprietary product data), marketing plans, and all other secrets and all other information of a confidential or proprietary nature. For purposes of the preceding two sentences, the term “Company” will also include any Subsidiary (collectively, the “Restricted Group”). The foregoing obligations imposed by this Section 8(b) will not apply (i) during the Term, in the course of the business of and for the benefit of the Company, (ii) if such confidential or proprietary information has will have become, through no fault of the Executive, generally known to the public or (iii) if the Executive is required by law to make disclosure (after giving the Company notice and and, to the extent feasible, an opportunity to contest such requirement). (c) The Executive hereby covenants and agrees that during the Term and for a period ending one year after the Termination Date thereafter Executive will not, without the prior written consent of the Company, which consent will shall not unreasonably be withheld as to Executive’s personal assistantwithheld, on behalf of Executive or on behalf of any person, firm or company, directly or indirectly, attempt to influence, persuade or induce, or assist any other person in so persuading or inducing, any management employee of the Restricted Group to give up, or to not commence, up employment or a business relationship with the Restricted Group, provided the foregoing shall not be violated by advertising or searches not specifically targeted at the management employees of the Restricted Group, or serving as a reference. (d) Executive and the Company agree that the covenants contained in this Section 8 are reasonable under the circumstances circumstances, and subject further agree that if in the opinion of any court of competent jurisdiction any such covenant is not reasonable in any respect, such court will have the right, power and authority to excise or modify any provision or provisions of such covenants as to the provisions court will appear not reasonable and to enforce the remainder of Section 14 of this Agreementthe covenants as so amended. Executive acknowledges and agrees that the remedy at law available to the Company for breach of any of Executive’s his obligations under this Section 8 would be inadequate and that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms. Accordingly, Executive acknowledges, consents and agrees that, in addition to any other rights or remedies that the Company may have at law, in equity or under this Agreement, upon adequate proof of Executive’s his violation of any such provision of this Agreement, the Company will be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach, without the necessity of proof of actual damage.

Competitive Activity; Confidentiality; Nonsolicitation. (a) For During the Term and for a period ending two years following the Termination Date specified in Paragraph (3) of Annex A (Date, if the “Non-Competition Period”), subject to the Executive’s receipt of Executive shall have received or shall be receiving benefits under Section 4, and, if applicable, Section 5, the Executive will shall not, without the prior written consent of the Company, which consent will shall not be unreasonably withheld, engage in any Competitive Activity. (b) During the Term, the Company agrees that it will disclose to Executive its confidential or proprietary information (as defined in this Section 8(b)) to the extent necessary for Executive to carry out Executive’s his obligations to the Company. The Executive hereby covenants and agrees that Executive he will not, without the prior written consent of the Company, during the Term and two years or thereafter disclose to any person not employed by the Company, or use in connection with engaging in competition with the Company, any confidential or proprietary information of the Company. For purposes of this Agreement, the term “"confidential or proprietary information” " will include all information of any nature and in any form that is owned by the Company and that is not publicly available (other than by Executive’s 's breach of this Section 8(b)) or generally known to persons engaged in businesses similar or related to those of the Company. Confidential or proprietary information will include, without limitation, the Company’s 's financial matters, customers, employees, industry contracts, strategic business plans, product development (or other proprietary product data), marketing plans, and all other secrets and all other information of a confidential or proprietary nature. For purposes of the preceding two sentences, the term “"Company” " will also include any Subsidiary (collectively, the “"Restricted Group”"). The foregoing obligations imposed by this Section 8(b) will not apply (i) during the Term, in the course of the business of and for the benefit of the Company, (ii) if such confidential or proprietary information has will have become, through no fault of the Executive, generally known to the public or (iii) if the Executive is required by law to make disclosure (after giving the Company notice and an opportunity to contest such requirement). (c) The Executive hereby covenants and agrees that during the Term and for a period ending one year after the Termination Date two years thereafter Executive will not, without the prior written consent of the Company, which consent will shall not unreasonably be withheld as to Executive’s personal assistantwithheld, on behalf of Executive or on behalf of any person, firm or company, directly or indirectly, attempt to influence, persuade or induce, or assist any other person in so persuading or inducing, any employee of the Restricted Group to give up, or to not commence, employment or a business relationship with the Restricted Group. (d) Executive and the Company agree that the covenants contained in this Section 8 are reasonable under the circumstances and subject to the provisions of Section 14 of this Agreement. Executive acknowledges and agrees that the remedy at law available to the Company for breach of any of Executive’s obligations under this Section 8 would be inadequate and that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms. Accordingly, Executive acknowledges, consents and agrees that, in addition to any other rights or remedies that the Company may have at law, in equity or under this Agreement, upon adequate proof of Executive’s violation of any such provision of this Agreement, the Company will be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach, without the necessity of proof of actual damage.

Competitive Activity; Confidentiality; Nonsolicitation. (a) For the period following the Termination Date specified in Paragraph (3) of Annex A (the “Non-Competition Period”), subject to If the Executive’s receipt of 's employment shall terminate or be terminated pursuant to Section 4(a) or 4(d) and the Executive shall have received or shall be receiving benefits under pursuant to Section 44(a) or 4(d) and, if applicable, Section 5, the Executive will not, without the prior written consent of the Company, which consent will shall not be unreasonably withheld, engage in any Competitive ActivityActivity for one year from and after the Termination Date in any geographical market where the Company shall be operating on the Termination Date. (b) During the Term, the Company agrees that it will disclose to Executive its confidential or proprietary information (as defined in this Section 8(b)) to the extent necessary for Executive to carry out Executive’s his obligations to the Company. The Executive hereby covenants and agrees that Executive will notthat, without the prior written consent of the Company, he will not during the Term and two years or thereafter disclose to any person not employed or otherwise engaged by the Company, or use in connection with engaging in competition with the Company, any confidential or proprietary information of the Company. For the purposes of this Agreement, the term “"confidential or proprietary information” " will include all information of any nature and in any form that is owned by the Company and that is not publicly available (other than by Executive’s 's breach of this Section 8(b)) or generally known to persons engaged in businesses similar or related to those of the Company. Confidential or proprietary information will include, without limitationbut will not be limited to, the Company’s 's financial matters, customers, employees, industry contracts, strategic business plans, product development (or other proprietary product data), marketing plans, and all other secrets and all other information of a confidential or proprietary nature. For the purposes of the two preceding two sentences, the term “"Company” " will also include any Subsidiary (collectively, the “"Restricted Group”"). The foregoing obligations imposed by this Section 8(b) will not apply (i) during the Term, in the course of the business of and for the benefit of the CompanyCompany during the Term, (ii) if such confidential or proprietary information has become, shall have become generally known to the public through no fault of the Executive, generally known to the public Executive or (iii) if the Executive is required by law to make disclosure (after giving the Company notice and an opportunity to contest such requirement). (c) The If the Executive's employment shall be terminated pursuant to Section 4(a) or 4(d) and the Executive shall have received or shall be receiving benefits pursuant to Section 4(a) or 4(d) and, if applicable, Section 5, the Executive hereby covenants and agrees that that, for a period ending one year from and after the Termination Date Date, the Executive will not, without the prior written consent of the Company, Company (which consent will shall not unreasonably be withheld as to Executive’s personal assistant, withheld) directly or indirectly on behalf of Executive himself or on behalf of any other person, firm or company, directly or indirectly, attempt to influence, persuade or induce, or assist any other person in so persuading or inducing, any employee of the Restricted Group to give up, or to not commence, employment or a business relationship with the Restricted Group. (d) Executive and the Company agree that the covenants contained in this Section 8 are reasonable under the circumstances and subject to the provisions of Section 14 of this Agreement. Executive acknowledges and agrees that the remedy at law available to the Company for breach of any of Executive’s obligations under this Section 8 would be inadequate and that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms. Accordingly, Executive acknowledges, consents and agrees that, in addition to any other rights or remedies that the Company may have at law, in equity or under this Agreement, upon adequate proof of Executive’s violation of any such provision of this Agreement, the Company will be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach, without the necessity of proof of actual damage.

Competitive Activity; Confidentiality; Nonsolicitation. (a) For During the Term and for a period ending one year following the Termination Date specified in Paragraph (3) of Annex A (Date, if the “Non-Competition Period”), subject to the Executive’s receipt of Executive shall have received or shall be receiving benefits under Section 4, the Executive will shall not, without the prior written consent of the Company, which consent will not be unreasonably withheld, engage in any Competitive Activity. (b) During the Term, the Company agrees that it will disclose to Executive its confidential or proprietary information (as defined in this Section 8(b6(b)) to the extent necessary for Executive to carry out Executive’s his obligations to the Company. The Executive hereby covenants and agrees that Executive he will not, without the prior written consent of the Company, during the Term and two years or thereafter disclose to any person not employed by the Company, or use in connection with engaging in competition with the Company, any confidential or proprietary information of the Company. For purposes of this Agreement, the term “"confidential or proprietary information” " will include all information of any nature and in any form that is owned by the Company and that is not publicly available (other than by Executive’s 's breach of this Section 8(b6(b)) or generally known to persons engaged in businesses similar or related to those of the Company. Confidential or proprietary information will include, without limitation, the Company’s 's financial matters, customers, employees, industry contracts, strategic business plans, product development (or other proprietary product data), marketing plans, and all other secrets and all other information of a confidential or proprietary nature. For purposes of the preceding two sentences, the term “"Company” " will also include any Subsidiary (collectively, the “"Restricted Group”"). The foregoing obligations imposed by this Section 8(b6(b) will not apply (i) during the Term, in the course of the business of and for the benefit of the Company, (ii) if such confidential or proprietary information has will have become, through no fault of the Executive, generally known to the public or (iii) if the Executive is required by law to make disclosure (after giving the Company notice and an opportunity to contest such requirement). (c) The Executive hereby covenants and agrees that during the Term and for a period ending one year after the Termination Date thereafter Executive will not, without the prior written consent of the Company, which consent will not unreasonably be withheld as to Executive’s personal assistant, Company on behalf of Executive or on behalf of any person, firm or company, directly or indirectly, attempt to influence, persuade or induce, or assist any other person in so persuading or inducing, any employee of the Restricted Group to give up, or to not commence, employment or a business relationship with the Restricted Group. (d) Executive and the Company agree that the covenants contained in this Section 8 are reasonable under the circumstances and subject to the provisions of Section 14 of this Agreement. Executive acknowledges and agrees that the remedy at law available to the Company for breach of any of Executive’s obligations under this Section 8 would be inadequate and that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms. Accordingly, Executive acknowledges, consents and agrees that, in addition to any other rights or remedies that the Company may have at law, in equity or under this Agreement, upon adequate proof of Executive’s violation of any such provision of this Agreement, the Company will be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach, without the necessity of proof of actual damage.

Competitive Activity; Confidentiality; Nonsolicitation. (a) For the a period ending one year following the Termination Date specified in Paragraph (3) of Annex A (Date, if the “Non-Competition Period”), subject to the Executive’s receipt of Executive shall have received or shall be receiving benefits under Section 4, the Executive will shall not, without the prior written consent of the Company, which consent will shall not be unreasonably withheld, engage in any Competitive Activity; provided that the foregoing shall not apply if the Termination Date was prior to the Change in Control and Executive had already commenced such activity. (b) During the Term, the Company agrees that it will disclose to Executive its confidential or proprietary information (as defined in this Section 8(b)) to the extent necessary for Executive to carry out Executive’s his obligations to the Company. The Executive hereby covenants and agrees that Executive he will not, without the prior written consent of the Company, during the Term and two years or thereafter disclose to any person not employed by the Company, or use in connection with engaging in competition with the Company, any confidential or proprietary information of the Company. For purposes of this Agreement, the term “confidential or proprietary information” will include all information of any nature and in any form that is owned by the Company and that is not publicly available (other than by Executive’s breach of this Section 8(b)) or generally known to persons engaged in businesses similar or related to those of the Company. Confidential or proprietary information will include, without limitation, the Company’s financial matters, customers, employees, industry contracts, strategic business plans, product development (or other proprietary product data), marketing plans, and all other secrets and all other information of a confidential or proprietary nature. For purposes of the preceding two sentences, the term “Company” will also include any Subsidiary (collectively, the “Restricted Group”). The foregoing obligations imposed by this Section 8(b) will not apply (i) during the Term, in the course of the business of and for the benefit of the Company, (ii) if such confidential or proprietary information has will have become, through no fault of the Executive, generally known to the public or (iii) if the Executive is required by law to make disclosure (after giving the Company notice and and, to the extent feasible, an opportunity to contest such requirement). (c) The Executive hereby covenants and agrees that during the Term and for a period ending one year after the Termination Date thereafter Executive will not, without the prior written consent of the Company, which consent will shall not unreasonably be withheld as to Executive’s personal assistantwithheld, on behalf of Executive or on behalf of any person, firm or company, directly or indirectly, attempt to influence, persuade or induce, or assist any other person in so persuading or inducing, any management employee of the Restricted Group to give up, or to not commence, up employment or a business relationship with the Restricted Group, provided the foregoing shall not be violated by advertising or searches not specifically targeted at the management employees of the Restricted Group; or serving as a reference. (d) Executive and the Company agree that the covenants contained in this Section 8 are reasonable under the circumstances circumstances, and subject further agree that if in the opinion of any court of competent jurisdiction any such covenant is not reasonable in any respect, such court will have the right, power and authority to excise or modify any provision or provisions of such covenants as to the provisions court will appear not reasonable and to enforce the remainder of Section 14 of this Agreementthe covenants as so amended. Executive acknowledges and agrees that the remedy at law available to the Company for breach of any of Executive’s his obligations under this Section 8 would be inadequate and that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms. Accordingly, Executive acknowledges, consents and agrees that, in addition to any other rights or remedies that the Company may have at law, in equity or under this Agreement, upon adequate proof of Executive’s his violation of any such provision of this Agreement, the Company will be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach, without the necessity of proof of actual damage.

Competitive Activity; Confidentiality; Nonsolicitation. (a) For the period following the Termination Date specified in Paragraph (3ý(4) of Annex A (the “Non-Competition Period”), subject to the Executive’s receipt of benefits under Section 4, the Executive will not, without the prior written consent of the Company, which consent will not be unreasonably withheld, engage in any Competitive Activity. (b) During the Term, the The Company agrees that it will disclose to Executive its confidential or proprietary information (as defined in this Section 8(b(b)) to the extent necessary for Executive to carry out Executive’s obligations to the Company. The Executive hereby covenants and agrees that that, subject to Section 6(a), Executive will not, without the prior written consent of the Company, during the Term term of his employment with the Company and two years thereafter after the Termination Date disclose to any person not employed by the Company, or use in connection with engaging in competition with the Company, any confidential or proprietary information of the Company. For purposes of this Agreement, the term “confidential or proprietary information” will include all information of any nature and in any form that is owned by the Company and that is not publicly available (other than by Executive’s breach of this Section 8(b9(b)) or generally known to persons engaged in businesses similar or related to those of the Company. Confidential or proprietary information will include, without limitation, the Company’s financial matters, customers, employees, industry contracts, strategic business plans, product development (or other proprietary product data), marketing plans, and all other secrets and all other information of a confidential or proprietary nature. For purposes of the preceding two sentences, the term “Company” will also include any Subsidiary (collectively, the “Restricted Group”). The obligations imposed by this Section 8(b9(b) will be subject to Section 6(a) and will not apply (i) during the Termterm of his employment with the Company, in the course of the business of and for the benefit of the Company, Company and (ii) if such confidential or proprietary information has become, through no fault of the Executive, generally known to the public or (iii) if the Executive is required by law to make disclosure (after giving the Company notice and an opportunity to contest such requirement)public. (c) The Executive hereby covenants and agrees that that, for a period ending one year after the Termination Date Date, Executive will not, without the prior written consent of the Company, which consent will not unreasonably be withheld as to Executive’s personal assistant, on behalf of Executive or on behalf of any person, firm or company, directly or indirectly, attempt to influence, persuade or induce, or assist any other person in so persuading or inducing, any employee of the Restricted Group to give up, or to not commence, employment or a business relationship with the Restricted Group. (d) Executive and the Company agree that the covenants contained in this Section 8 9 are reasonable under the circumstances and subject to the provisions of Section 14 ý15 of this Agreement. Executive acknowledges and agrees that the remedy at law available to the Company for breach of any of Executive’s obligations under this Section 8 9 would be inadequate and that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms. Accordingly, Executive acknowledges, consents and agrees that, in addition to any other rights or remedies that the Company may have at law, in equity or under this Agreement, upon adequate proof of Executive’s violation of any such provision of this Agreement, the Company will be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach, without the necessity of proof of actual damage.

Competitive Activity; Confidentiality; Nonsolicitation. (a) For During the period following Term and for the Termination Date specified in Paragraph (3) duration of Annex A (the “Non-Competition Continuation Period”), subject to if the Executive’s receipt of Executive shall have received or shall be receiving benefits under Section 4, the Executive will shall not, without the prior written consent of the Company, which consent will shall not be unreasonably withheld, engage in any Competitive Activity. (b) During the Term, the Company agrees that it will disclose to the Executive its confidential or proprietary information (as defined in this Section 8(b)) to the extent necessary for the Executive to carry out Executive’s his obligations to the Company. The Executive hereby covenants and agrees that Executive he will not, without the prior written consent of the Company, during the Term and two years or thereafter disclose to any person not employed by the Company, or use in connection with engaging in competition with the Company, any confidential or proprietary information of the Company. For purposes of this Agreement, the term “confidential or proprietary information” will include all information of any nature and in any form that is owned by the Company and that is not publicly available (other than by the Executive’s breach of this Section 8(b)) or generally known to persons engaged in businesses similar or related to those of the Company. Confidential or proprietary information will include, without limitation, the Company’s financial matters, customers, employees, industry contracts, strategic business plans, product development (or other proprietary product data), marketing plans, and all other secrets and all other information of a confidential or proprietary nature. For purposes of the preceding two sentences, the term “Company” will also include any Subsidiary (collectively, the “Restricted Group”). The foregoing obligations imposed by this Section 8(b) will not apply (i) during the Term, in the course of the business of and for the benefit of the Company, (ii) if such confidential or proprietary information has will have become, through no fault of the Executive, generally known to the public or (iii) if the Executive is required by law to make disclosure (after giving the Company notice and an opportunity to contest such requirement). (c) The Executive hereby covenants and agrees that during the Term and for a period ending one year after the Termination Date duration of the Continuation Period, the Executive will not, without the prior written consent of the Company, which consent will shall not unreasonably be withheld as to Executive’s personal assistantwithheld, on behalf of the Executive or on behalf of any person, firm or company, directly or indirectly, attempt to influence, persuade or induce, or assist any other person in so persuading or inducing, any employee of the Restricted Group to give up, or to not commence, employment or a business relationship with the Restricted Group. (d) The Executive and further agrees that he shall return, within 10 days of the effective date of his termination as an employee of the Company agree that and any Subsidiary, in good condition, all property of the covenants contained Company and any Subsidiary then in this Section 8 are reasonable under his possession, including, without limitation, whether in hard copy or in media (i) property, documents and/or all other materials (including copies, reproductions, summaries and/or analyses) which constitute, refer or relate to confidential or proprietary information of the circumstances Company or any Subsidiary, (ii) keys to property of the Company or any Subsidiary, (iii) files and subject to the provisions of Section 14 of this Agreement. (iv) blueprints or other drawings. (e) The Executive further acknowledges and agrees that his obligation of confidentiality shall survive until and unless such confidential or proprietary information of the remedy at law available Company or any Subsidiary shall have become, through no fault of the Executive, generally known to the public or the Executive is required by law (after providing the Company for breach of any of with notice and opportunity to contest such requirement) to make disclosure. The Executive’s obligations under this Section 8 would be inadequate and that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms. Accordingly, Executive acknowledges, consents and agrees that, are in addition to, and not in limitation or preemption of, all other obligations of confidentiality which the Executive may have to any other rights or remedies that the Company may have at law, in equity and any Subsidiary under general legal or under this Agreement, upon adequate proof equitable principles or statutes. (f) During the term and for the duration of Executive’s violation of any such provision of this Agreementthe Continuation Period, the Executive further agrees that he will not, directly or indirectly: (i) induce or attempt to induce customers, business relations or accounts of the Company will be entitled or any of the Subsidiaries to immediate injunctive relief and may obtain a temporary order restraining relinquish their contracts or relationships with the Company or any threatened of the Subsidiaries; or (ii) solicit, entice, assist or further breachinduce other employees, without agents or independent contractors to leave the necessity employ of proof the Company or any of actual damagethe Subsidiaries or to terminate their engagements with the Company and/or any of the Subsidiaries or assist any competitors of the Company or any of the Subsidiaries in securing the services of such employees, agents or independent contractors.

Competitive Activity; Confidentiality; Nonsolicitation. (a) For During the period following Term, if the Termination Date specified in Paragraph (3) of Annex A (the “Non-Competition Period”), subject to the Executive’s receipt of Executive shall have received or shall be receiving benefits under Section 4, and, if applicable, Section 5, the Executive will shall not, without the prior written consent of the Company, which consent will shall not be unreasonably withheld, engage in any Competitive Activity. (b) During the Term, the Company agrees that it will disclose to Executive its confidential or proprietary information (as defined in this Section 8(b9(b)) to the extent necessary for Executive to carry out Executive’s his obligations to the Company. The Executive hereby covenants and agrees that Executive he will not, without the prior written consent of the Company, during the Term and two years or thereafter disclose to any person not employed by the Company, or use in connection with engaging in competition with the Company, any confidential or proprietary information of the Company. For purposes of this Agreement, the term “confidential or proprietary information” will include all information of any nature and in any form that is owned by the Company and that is not publicly available (other than by Executive’s breach of this Section 8(b9(b)) or generally known to persons engaged in businesses similar or related to those of the Company. Confidential or proprietary information will include, without limitation, the Company’s financial matters, customers, employees, industry contracts, strategic business plans, product development (or other proprietary product data), marketing plans, and all other secrets and all other information of a confidential or proprietary nature. For purposes of the preceding two sentences, the term “Company” will also include any Subsidiary (collectively, the “Restricted Group”). The foregoing obligations imposed by this Section 8(b9(b) will not apply (i) during the Term, in the course of the business of and for the benefit of the Company, (ii) if such confidential or proprietary information has will have become, through no fault of the Executive, generally known to the public or (iii) if the Executive is required by law to make disclosure (after giving the Company notice and an opportunity to contest such requirement). (c) The Executive hereby covenants and agrees that for a period ending one year after during the Termination Date Term Executive will not, without the prior written consent of the Company, which consent will shall not unreasonably be withheld as to Executive’s personal assistantwithheld, on behalf of Executive or on behalf of any person, firm or company, directly or indirectly, attempt to influence, persuade or induce, or assist any other person in so persuading or inducing, any employee of the Restricted Group to give up, or to not commence, employment or a business relationship with the Restricted Group. (c) The Executive further agrees that he shall return, within 10 days of the effective date of his termination as an employee of the Company and any Subsidiary, in good condition, all property of the Company and any Subsidiary then in his possession, including, without limitation, whether in hard copy or in media (i) property, documents and/or all other materials (including copies, reproductions, summaries and/or analyses) which constitute, refer or relate to Confidential Information of the Company or any Subsidiary, (ii) keys to property of the Company or any Subsidiary, (iii) files and (iv) blueprints or other drawings. (d) The Executive and the Company agree that the covenants contained in this Section 8 are reasonable under the circumstances and subject to the provisions of Section 14 of this Agreement. Executive further acknowledges and agrees that his obligation of confidentiality shall survive until and unless such Confidential Information of the remedy at law available Company or any Subsidiary shall have become, through no fault of the Executive, generally known to the public or the Executive is required by law (after providing the Company for breach of any of with notice and opportunity to contest such requirement) to make disclosure. The Executive’s obligations under this Section 8 would be inadequate and that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms. Accordingly, Executive acknowledges, consents and agrees that, are in addition to, and not in limitation or preemption of, all other obligations of confidentiality which the Executive may have to any other rights or remedies that the Company may have at law, in equity and any Subsidiary under general legal or under this Agreement, upon adequate proof of Executive’s violation of any such provision of this Agreementequitable principles or statutes. (e) During the Term, the Executive further agrees that he will not, directly or indirectly: (i) induce or attempt to induce customers, business relations or accounts of the Company will be entitled or any of the Subsidiaries to immediate injunctive relief and may obtain a temporary order restraining relinquish their contracts or relationships with the Company or any threatened of the Subsidiaries; or (ii) solicit, entice, assist or further breachinduce other employees, without agents or independent contractors to leave the necessity employ of proof the Company or any of actual damagethe Subsidiaries or to terminate their engagements with the Company and/or any of the Subsidiaries or assist any competitors of the Company or any of the Subsidiaries in securing the services of such employees, agents or independent contractors.

Competitive Activity; Confidentiality; Nonsolicitation. (a) For The Executive acknowledges that during the period following course of his employment with the Termination Date specified in Paragraph (3) of Annex A (Company the “Non-Competition Period”), subject Executive will learn business information valuable to the Executive’s receipt of benefits under Section 4Company and will form substantial business relationships with the Company's clients. To protect the Company's legitimate business interests in preserving its valuable confidential business information and client relationships, the Executive will not, shall not without the prior written consent of the Company, which consent will shall not be unreasonably withheld, (i) engage in any Competitive ActivityActivity during the Term and (ii) if the Executive shall have received or shall be receiving benefits under Section 7, engage in any Competitive Activity for a period ending on the first anniversary of the Termination Date or date of expiration of this Agreement, as the case may be. (b) During the Term, the Company agrees that it will disclose to Executive its confidential or proprietary information (as defined in this Section 8(b9(b)) to the extent necessary for Executive to carry out Executive’s his obligations to the Company. The Executive hereby acknowledges the Company has a legitimate business interest in protecting its confidential and proprietary information and hereby covenants and agrees that Executive he will not, without the prior written consent of the Company, during the Term and two years or thereafter (i) disclose to any person not employed by the Company, or use in connection with engaging in competition with the Company, any confidential or proprietary information of the CompanyCompany or (ii) remove, copy or retain in his possession any Company files or records. For purposes of this Agreement, the term “"confidential or proprietary information” " will include all information of any nature and in any form that is owned by the Company and that is not publicly available (other than by Executive’s 's breach of this Section 8(b9(b)) or generally known to persons engaged in businesses similar or related to those of the Company. Confidential or proprietary information will include, without limitation, the Company’s 's financial matters, customers, employees, industry contracts, strategic business plans, product development (or other proprietary product data), marketing plans, and all other secrets and all other information of a confidential or proprietary nature. For purposes of the preceding two sentences, the term “"Company” " will also include any Subsidiary (collectively, the “"Restricted Group”"). The foregoing obligations imposed by this Section 8(b9(b) will not apply (i) during the Term, in the course of the business of and for the benefit of the Company, (ii) if such confidential or proprietary information has will have become, through no fault of the Executive, generally known to the public or (iii) if the Executive is required by law to make disclosure (after giving the Company notice and an opportunity to contest such requirement). (c) The Executive hereby covenants and agrees that during the Term and for a period ending one year after the Termination Date thereafter Executive will not, without the prior written consent of the Company, which consent will shall not unreasonably be withheld as to Executive’s personal assistantwithheld, on behalf of Executive or on behalf of any person, firm or company, directly or indirectly, attempt to influence, persuade or induce, or assist any other person in so persuading or inducing, any employee of the Restricted Group to give up, or to not commence, up employment or a business relationship with the Restricted Group. (d) The Executive and the Company agree that the covenants contained in this Section 8 are reasonable under the circumstances and subject to the provisions of Section 14 of this Agreement. Executive acknowledges and agrees that on or before the remedy at law available to Termination Date the Executive shall return all Company for breach of any of Executive’s obligations under this Section 8 would be inadequate property, including without limitation all credit, identification and similar cards, keys and documents, books, records and office equipment. The Executive agrees that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms. Accordinglyhe shall abide by, Executive acknowledges, consents and agrees that, in addition to any other rights or remedies that through the Company may have at law, in equity or under this Agreement, upon adequate proof of Executive’s violation of any such provision of this AgreementTermination Date, the Company will be entitled to immediate injunctive relief Company's policies and may obtain a temporary order restraining any threatened or further breach, without the necessity of proof of actual damageprocedures for worldwide business conduct.

Competitive Activity; Confidentiality; Nonsolicitation. (a) For During the period following the Termination Date specified Continuation Period (as defined in Paragraph (3) of Annex A (the “Non-Competition Period”A), subject to if the Executive’s receipt of benefits Executive shall have received or shall be receiving employment continuation compensation under Section 4, the Executive will shall not, without the prior written consent of the Company, which consent will shall not be unreasonably withheld, engage in any Competitive Activity, provided that the Company is not in material breach of its obligations under this Agreement. (b) During the Term, the Company agrees that it will disclose to Executive its confidential or proprietary information (as defined in this Section 8(b9(b)) to the extent necessary for Executive to carry out Executive’s his obligations to the Company. The Executive hereby covenants and agrees that Executive he will not, without the prior written consent of the Company, during the Term and two years or thereafter disclose to any person not employed by the Company, or use in connection with engaging in competition with the Company, any confidential or proprietary information of the Company. For purposes of this Agreement, the term “"confidential or proprietary information” " will include all information of any nature and in any form that is owned by the Company and that is not publicly available (other than by Executive’s 's breach of this Section 8(b9(b)) or generally known to persons engaged in businesses similar or related to those of the Company. Confidential or proprietary information will include, without limitation, the Company’s 's financial matters, customers, employees, industry contracts, strategic business plans, product development (or other proprietary product data), marketing plans, and all other secrets and all other information of a confidential or proprietary nature. For purposes of the preceding two sentences, the term “"Company” " will also include any Subsidiary (collectively, the “"Restricted Group”"). The foregoing obligations imposed by this Section 8(b9(b) will not apply (i) during the Term, in the course of the business of and for the benefit of the Company, (ii) if such confidential or proprietary information has will have become, through no fault of the Executive, generally known to the public or (iii) if the Executive is required by law to make disclosure (after giving the Company notice and an opportunity to contest such requirement). (c) The Executive hereby covenants and agrees that for a period ending one year after during the Termination Date Term and during the Continuation Period, the Executive will not, without the prior written consent of the Company, which consent will shall not unreasonably be withheld as to Executive’s personal assistantwithheld, on behalf of Executive or on behalf of any person, firm or company, directly or indirectly, attempt to influence, persuade or induce, or assist any other person in so persuading or inducing, any employee of the Restricted Group to give up, or to not commence, employment or a business relationship with the Restricted Group. (d) Executive and the Company agree that the covenants contained in this Section 8 are reasonable under the circumstances and subject to the provisions of Section 14 of this Agreement. Executive acknowledges and agrees that the remedy at law available to the Company for breach of any of Executive’s obligations under this Section 8 would be inadequate and that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms. Accordingly, Executive acknowledges, consents and agrees that, in addition to any other rights or remedies that the Company may have at law, in equity or under this Agreement, upon adequate proof of Executive’s violation of any such provision of this Agreement, the Company will be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach, without the necessity of proof of actual damage.

Competitive Activity; Confidentiality; Nonsolicitation. (a) For The Executive acknowledges that during the period following course of his employment with the Termination Date specified in Paragraph (3) of Annex A (Company the “Non-Competition Period”), subject Executive will learn business information valuable to the Executive’s receipt of benefits under Section 4Company and will form substantial business relationships with the Company's clients. To protect the Company's legitimate business interests in preserving its valuable confidential business information and client relationships, the Executive will not, shall not without the prior written consent of the Company, which consent will shall not be unreasonably withheld, (i) engage in any Competitive ActivityActivity during the Term and (ii) if the Executive shall have received or shall be receiving benefits under Section 7, engage in any Competitive Activity for a period ending on the first anniversary of the Termination Date or date of expiration of this Agreement, as the case may be. (b) During the Term, the Company agrees that it will disclose to Executive its confidential or proprietary information (as defined in this Section 8(b10(b)) to the extent necessary for Executive to carry out Executive’s his obligations to the Company. The Executive hereby acknowledges the Company has a legitimate business interest in protecting its confidential and proprietary information and hereby covenants and agrees that Executive he will not, not without the prior written consent of the Company, during the Term and two years or thereafter (i) disclose to any person not employed by the Company, or use in connection with engaging in competition with the Company, any confidential or proprietary information of the CompanyCompany or (ii) remove, copy or retain in [his/her] possession any Company files or records. For purposes of this Agreement, the term “"confidential or proprietary information” " will include all information of any nature and in any form that is owned by the Company and that is not publicly available (other than by Executive’s 's breach of this Section 8(b10(b)) or generally known to persons engaged in businesses similar or related to those of the Company. Confidential or proprietary information will include, without limitation, the Company’s 's financial matters, customers, employees, industry contracts, strategic business plans, product development (or other proprietary product data), marketing plans, and all other secrets and all other information of a confidential or proprietary nature. For purposes of the preceding two sentences, the term “"Company” " will also include any Subsidiary (collectively, the “"Restricted Group”"). The ---------------- foregoing obligations imposed by this Section 8(b10(b) will not apply (i) during the Term, in the course of the business of and for the benefit of the Company, (ii) if such confidential or proprietary information has will have become, through no fault of the Executive, generally known to the public or (iii) if the Executive is required by law to make disclosure (after giving the Company notice and an opportunity to contest such requirement). (c) The Executive hereby covenants and agrees that during the Term and for a period ending one year after the Termination Date thereafter Executive will not, without the prior written consent of the Company, which consent will shall not unreasonably be withheld as to Executive’s personal assistantwithheld, on behalf of Executive or on behalf of any person, firm or company, directly or indirectly, attempt to influence, persuade or induce, or assist any other person in so persuading or inducing, any employee of the Restricted Group to give up, or to not commence, up employment or a business relationship with the Restricted Group. (d) The Executive and the Company agree that the covenants contained in this Section 8 are reasonable under the circumstances and subject to the provisions of Section 14 of this Agreement. Executive acknowledges and agrees that on or before the remedy at law available to Termination Date the Executive shall return all Company for breach of any of Executive’s obligations under this Section 8 would be inadequate property, including without limitation all credit, identification and similar cards, keys and documents, books, records and office equipment. The Executive agrees that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms. Accordinglyhe shall abide by, Executive acknowledges, consents and agrees that, in addition to any other rights or remedies that through the Company may have at law, in equity or under this Agreement, upon adequate proof of Executive’s violation of any such provision of this AgreementTermination Date, the Company will be entitled to immediate injunctive relief Company's policies and may obtain a temporary order restraining any threatened or further breach, without the necessity of proof of actual damageprocedures for worldwide business conduct.

Competitive Activity; Confidentiality; Nonsolicitation. (a) For During the Term and for a period ending two years following the Termination Date specified in Paragraph (3) of Annex A (the “Non-Competition Period”), subject to the Executive’s receipt of Separation from Service, if the Executive shall have received or shall be receiving benefits under Section 4, and, if applicable, Section 5, the Executive will shall not, without the prior written consent of the Company, which consent will shall not be unreasonably withheld, engage in any Competitive Activity. (b) During the Term, the Company agrees that it will disclose to Executive its confidential or proprietary information (as defined in this Section 8(b9(b)) to the extent necessary for Executive to carry out Executive’s his obligations to the Company. The Executive hereby covenants and agrees that Executive he will not, without the prior written consent of the Company, during the Term and two years or thereafter disclose to any person not employed by the Company, or use in connection with engaging in competition with the Company, any confidential or proprietary information of the Company. For purposes of this Agreement, the term “confidential or proprietary information” will include all information of any nature and in any form that is owned by the Company and that is not publicly available (other than by Executive’s breach of this Section 8(b9(b)) or generally known to persons engaged in businesses similar or related to those of the Company. Confidential or proprietary information will include, without limitation, the Company’s financial matters, customers, employees, industry contracts, strategic business plans, product development (or other proprietary product data), marketing plans, and all other secrets and all other information of a confidential or proprietary nature. For purposes of the preceding two sentences, the term “Company” will also include any Subsidiary (collectively, the “Restricted Group”). The foregoing obligations imposed by this Section 8(b9(b) will not apply (i) during the Term, in the course of the business of and for the benefit of the Company, (ii) if such confidential or proprietary information has will have become, through no fault of the Executive, generally known to the public or (iii) if the Executive is required by law to make disclosure (after giving the Company notice and an opportunity to contest such requirement). (c) The Executive hereby covenants and agrees that during the Term and for a period ending one year after the Termination Date two years thereafter Executive will not, without the prior written consent of the Company, which consent will shall not unreasonably be withheld as to Executive’s personal assistantwithheld, on behalf of Executive or on behalf of any person, firm or company, directly or indirectly, attempt to influence, persuade or induce, or assist any other person in so persuading or inducing, any employee of the Restricted Group to give up, or to not commence, employment or a business relationship with the Restricted Group. (d) The Executive and further agrees that he shall return, within 10 days of the effective date of his termination as an employee of the Company agree that and any Subsidiary, in good condition, all property of the covenants contained Company and any Subsidiary then in this Section 8 are reasonable under his possession, including, without limitation, whether in hard copy or in media (i) property, documents and/or all other materials (including copies, reproductions, summaries and/or analyses) which constitute, refer or relate to confidential or proprietary information of the circumstances Company or any Subsidiary, (ii) keys to property of the Company or any Subsidiary, (iii) files and subject to the provisions of Section 14 of this Agreement. (iv) blueprints or other drawings. (e) The Executive further acknowledges and agrees that his obligation of confidentiality shall survive until and unless such confidential or proprietary information of the remedy at law available Company or any Subsidiary shall have become, through no fault of the Executive, generally known to the public or the Executive is required by law (after providing the Company for breach of any of with notice and opportunity to contest such requirement) to make disclosure. The Executive’s obligations under this Section 8 would be inadequate and that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms. Accordingly, Executive acknowledges, consents and agrees that, are in addition to, and not in limitation or preemption of, all other obligations of confidentiality which the Executive may have to any other rights or remedies that the Company may have at law, in equity and any Subsidiary under general legal or under this Agreement, upon adequate proof of equitable principles or statutes. (f) During the two (2) years following the Executive’s violation of any such provision of this AgreementSeparation from Service, the Executive further agrees that he will not, directly or indirectly: (i) induce or attempt to induce customers, business relations or accounts of the Company will be entitled or any of the Subsidiaries to immediate injunctive relief and may obtain a temporary order restraining relinquish their contracts or relationships with the Company or any threatened of the Subsidiaries; or (ii) solicit, entice, assist or further breachinduce other employees, without agents or independent contractors to leave the necessity employ of proof the Company or any of actual damagethe Subsidiaries or to terminate their engagements with the Company and/or any of the Subsidiaries or assist any competitors of the Company or any of the Subsidiaries in securing the services of such employees, agents or independent contractors.

Competitive Activity; Confidentiality; Nonsolicitation. (a) For During the period following Term and for the Termination Date specified in Paragraph (3) duration of Annex A (the “Non-Competition Continuation Period”), subject to if the Executive’s receipt of Executive shall have received or shall be receiving benefits under Section 4, the Executive will shall not, without the prior written consent of the Company, which consent will shall not be unreasonably withheld, engage in any Competitive Activity. (b) During the Term, the Company agrees that it will disclose to the Executive its confidential or proprietary information (as defined in this Section 8(b7(b)) to the extent necessary for the Executive to carry out Executive’s his obligations to the Company. The Executive hereby covenants and agrees that Executive he will not, without the prior written consent of the Company, during the Term and two years or thereafter disclose to any person not employed by the Company, or use in connection with engaging in competition with the Company, any confidential or proprietary information of the Company. For purposes of this Agreement, the term “confidential or proprietary information” will include all information of any nature and in any form that is owned by the Company and that is not publicly available (other than by the Executive’s breach of this Section 8(b7(b)) or generally known to persons engaged in businesses similar or related to those of the Company. Confidential or proprietary information will include, without limitation, the Company’s financial matters, customers, employees, industry contracts, strategic business plans, product development (or other proprietary product data), marketing plans, and all other secrets and all other information of a confidential or proprietary nature. For purposes of the preceding two sentences, the term “Company” will also include any Subsidiary (collectively, the “Restricted Group”). The foregoing obligations imposed by this Section 8(b7(b) will not apply (i) during the Term, in the course of the business of and for the benefit of the Company, (ii) if such confidential or proprietary information has will have become, through no fault of the Executive, generally known to the public or (iii) if the Executive is required by law to make disclosure (after giving the Company notice and an opportunity to contest such requirement). (c) The Executive hereby covenants and agrees that during the Term and for a period ending one year after the Termination Date duration of the Continuation Period, the Executive will not, without the prior written consent of the Company, which consent will shall not unreasonably be withheld as to Executive’s personal assistantwithheld, on behalf of the Executive or on behalf of any person, firm or company, directly or indirectly, attempt to influence, persuade or induce, or assist any other person in so persuading or inducing, any employee of the Restricted Group to give up, or to not commence, employment or a business relationship with the Restricted Group. (d) The Executive and further agrees that he shall return, within 10 days of the effective date of his termination as an employee of the Company agree that and any Subsidiary, in good condition, all property of the covenants contained Company and any Subsidiary then in this Section 8 are reasonable under his possession, including, without limitation, whether in hard copy or in media (i) property, documents and/or all other materials (including copies, reproductions, summaries and/or analyses) which constitute, refer or relate to confidential or proprietary information of the circumstances Company or any Subsidiary, (ii) keys to property of the Company or any Subsidiary, (iii) files and subject to the provisions of Section 14 of this Agreement. (iv) blueprints or other drawings. (e) The Executive further acknowledges and agrees that his obligation of confidentiality shall survive until and unless such confidential or proprietary information of the remedy at law available Company or any Subsidiary shall have become, through no fault of the Executive, generally known to the public or the Executive is required by law (after providing the Company for breach of any of with notice and opportunity to contest such requirement) to make disclosure. The Executive’s obligations under this Section 8 would be inadequate and that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms. Accordingly, Executive acknowledges, consents and agrees that, are in addition to, and not in limitation or preemption of, all other obligations of confidentiality which the Executive may have to any other rights or remedies that the Company may have at law, in equity and any Subsidiary under general legal or under this Agreement, upon adequate proof equitable principles or statutes. (f) During the term and for the duration of Executive’s violation of any such provision of this Agreementthe Continuation Period, the Executive further agrees that he will not, directly or indirectly: (i) induce or attempt to induce customers, business relations or accounts of the Company will be entitled or any of the Subsidiaries to immediate injunctive relief and may obtain a temporary order restraining relinquish their contracts or relationships with the Company or any threatened of the Subsidiaries; or (ii) solicit, entice, assist or further breachinduce other employees, without agents or independent contractors to leave the necessity employ of proof the Company or any of actual damagethe Subsidiaries or to terminate their engagements with the Company and/or any of the Subsidiaries or assist any competitors of the Company or any of the 11 Subsidiaries in securing the services of such employees, agents or independent contractors.

Competitive Activity; Confidentiality; Nonsolicitation. (a) For the period following the Termination Date specified in Paragraph (3) of Annex A (the “Non-Competition Period”), subject to the Executive’s receipt of benefits under Section 4, the Executive will not, without the prior written consent of the Company, which consent will not be unreasonably withheld, engage in any Competitive Activity. (b) During the Term, the Company agrees that it will disclose to the Executive its confidential or proprietary information (as defined in this Section 8(b)) to the extent necessary for the Executive to carry out the Executive’s obligations to the Company. The Executive hereby covenants and agrees that the Executive will not, without the prior written consent of the Company, during the Term and two years thereafter disclose to any person not employed by the Company, or use in connection with engaging in competition with the Company, any confidential or proprietary information of the Company. For purposes of this Agreement, the term “confidential or proprietary information” will include all information of any nature and in any form that is owned by the Company and that is not publicly available (other than by the Executive’s breach of this Section 8(b)) or generally known to persons engaged in businesses similar or related to those of the Company. Confidential or proprietary information will include, without limitation, the Company’s financial matters, customers, employees, industry contracts, strategic business plans, product development (or other proprietary product data), marketing plans, and all other secrets and all other information of a confidential or proprietary nature. For purposes of the preceding two sentences, the term “Company” will also include any Subsidiary (collectively, the “Restricted Group”). The obligations imposed by this Section 8(b) will not apply (i) during the Term, in the course of the business of and for the benefit of the Company, (ii) if such confidential or proprietary information has become, through no fault of the Executive, generally known to the public or (iii) if the Executive is required by law to make disclosure (after giving the Company notice and an opportunity to contest such requirement). (c) The Executive hereby covenants and agrees that for a period ending one year after the Termination Date the Executive will not, without the prior written consent of the Company, which consent will not unreasonably be withheld as to the Executive’s personal assistant, on behalf of the Executive or on behalf of any person, firm or company, directly or indirectly, attempt to influence, persuade or induce, or assist any other person in so persuading or inducing, any employee of the Restricted Group to give up, or to not commence, employment or a business relationship with the Restricted Group. (d) The Executive and the Company agree that the covenants contained in this Section 8 are reasonable under the circumstances and subject to the provisions of Section 14 of this Agreement. The Executive acknowledges and agrees that the remedy at law available to the Company for breach of any of the Executive’s obligations under this Section 8 would be inadequate and that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms. Accordingly, the Executive acknowledges, consents and agrees that, in addition to any other rights or remedies that the Company may have at law, in equity or under this Agreement, upon adequate proof of the Executive’s violation of any such provision of this Agreement, the Company will be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach, without the necessity of proof of actual damage.

Competitive Activity; Confidentiality; Nonsolicitation. (a) For During the Term and for a period ending two years following the Termination Date specified in Paragraph (3) of Annex A (Date, if the “Non-Competition Period”), subject to the Executive’s receipt of Executive shall have received or shall be receiving benefits under Section 4, and, if applicable, Section 5, the Executive will shall not, without the prior written consent of the Company, which consent will shall not be unreasonably withheld, engage in any Competitive Activity. (b) During the Term, the Company agrees that it will disclose to Executive its confidential or proprietary information (as defined in this Section 8(b)) to the extent necessary for Executive to carry out Executive’s his obligations to the Company. The Executive hereby covenants and agrees that Executive he will not, without the prior written consent of the Company, during the Term and two years or thereafter disclose to any person not employed by the Company, or use in connection with engaging in competition with the Company, any confidential or proprietary information of the Company. For purposes of this Agreement, the term “"confidential or proprietary information” " will include all information of any nature and in any form that is owned by the Company and that is not publicly available (other than by Executive’s 's breach of this Section 8(b)) or generally known to persons engaged in businesses similar or related to those of the Company. Confidential or proprietary information will include, without limitation, the Company’s 's financial matters, customers, employees, industry contracts, strategic business plans, product development (or other proprietary product data), marketing plans, and all other secrets and all other information of a confidential or proprietary nature. For purposes of the preceding two sentences, the term “"Company” " will also include any Subsidiary (collectively, the “"Restricted Group”"). The foregoing obligations imposed by this Section 8(b) will not apply (i) during the Term, in the course of the business of and for the benefit of the Company, (ii) if such confidential or proprietary information has become, through no fault of the Executive, generally known to the public or (iii) if the Executive is required by law to make disclosure (after giving the Company notice and an opportunity to contest such requirement). (c) The Executive hereby covenants and agrees that for a period ending one year after the Termination Date Executive will not, without the prior written consent of the Company, which consent will not unreasonably be withheld as to Executive’s personal assistant, on behalf of Executive or on behalf of any person, firm or company, directly or indirectly, attempt to influence, persuade or induce, or assist any other person in so persuading or inducing, any employee of the Restricted Group to give up, or to not commence, employment or a business relationship with the Restricted Group. (d) Executive and the Company agree that the covenants contained in this Section 8 are reasonable under the circumstances and subject to the provisions of Section 14 of this Agreement. Executive acknowledges and agrees that the remedy at law available to the Company for breach of any of Executive’s obligations under this Section 8 would be inadequate and that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms. Accordingly, Executive acknowledges, consents and agrees that, in addition to any other rights or remedies that the Company may have at law, in equity or under this Agreement, upon adequate proof of Executive’s violation of any such provision of this Agreement, the Company will be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach, without the necessity of proof of actual damage.the

Competitive Activity; Confidentiality; Nonsolicitation. (a) For the period following the Termination Date specified in Paragraph (34) of Annex A (the “Non-Competition Period”), subject to the Executive’s receipt of benefits under Section 4, the Executive will not, without the prior written consent of the Company, which consent will not be unreasonably withheld, engage in any Competitive Activity. (b) During the Term, the The Company agrees that it will disclose to Executive its confidential or proprietary information (as defined in this Section 8(b(b)) to the extent necessary for Executive to carry out Executive’s obligations to the Company. The Executive hereby covenants and agrees that that, subject to Section 6(a), Executive will not, without the prior written consent of the Company, during the Term term of his employment with the Company and two years thereafter after the Termination Date disclose to any person not employed by the Company, or use in connection with engaging in competition with the Company, any confidential or proprietary information of the Company. For purposes of this Agreement, the term “confidential or proprietary information” will include all information of any nature and in any form that is owned by the Company and that is not publicly available (other than by Executive’s breach of this Section 8(b9(b)) or generally known to persons engaged in businesses similar or related to those of the Company. Confidential or proprietary information will include, without limitation, the Company’s financial matters, customers, employees, industry contracts, strategic business plans, product development (or other proprietary product data), marketing plans, and all other secrets and all other information of a confidential or proprietary nature. For purposes of the preceding two sentences, the term “Company” will also include any Subsidiary (collectively, the “Restricted Group”). The obligations imposed by this Section 8(b9(b) will be subject to Section 6(a) and will not apply (i) during the Termterm of his employment with the Company, in the course of the business of and for the benefit of the Company, Company and (ii) if such confidential or proprietary information has become, through no fault of the Executive, generally known to the public or (iii) if the Executive is required by law to make disclosure (after giving the Company notice and an opportunity to contest such requirement)public. (c) The Executive hereby covenants and agrees that that, for a period ending one year after the Termination Date Date, Executive will not, without the prior written consent of the Company, which consent will not unreasonably be withheld as to Executive’s personal assistant, on behalf of Executive or on behalf of any person, firm or company, directly or indirectly, attempt to influence, persuade or induce, or assist any other person in so persuading or inducing, any employee of the Restricted Group to give up, or to not commence, employment or a business relationship with the Restricted Group. (d) Executive and the Company agree that the covenants contained in this Section 8 9 are reasonable under the circumstances and subject to the provisions of Section 14 11.5 of this Agreement. Executive acknowledges and agrees that the remedy at law available to the Company for breach of any of Executive’s obligations under this Section 8 9 would be inadequate and that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms. Accordingly, Executive acknowledges, consents and agrees that, in addition to any other rights or remedies that the Company may have at law, in equity or under this Agreement, upon adequate proof of Executive’s violation of any such provision of this Agreement, the Company will be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach, without the necessity of proof of actual damage.

Competitive Activity; Confidentiality; Nonsolicitation. (a) For During the Term and for a period ending one year following the Termination Date specified in Paragraph (3) of Annex A (Date, if the “Non-Competition Period”), subject to the Executive’s receipt of Executive shall have received or shall be receiving benefits under Section 4, and, if applicable, Section 5, the Executive will shall not, without the prior written consent of the Company, which consent will shall not be unreasonably withheld, engage in any Competitive Activity. (b) During the Term, the Company agrees that it will disclose to Executive its confidential or proprietary information (as defined in this Section 8(b)) to the extent necessary for Executive to carry out Executive’s his obligations to the Company. The Executive hereby covenants and agrees that Executive he will not, without the prior written consent of the Company, during the Term and two years or thereafter disclose to any person not employed by the Company, or use in connection with engaging in competition with the Company, any confidential or proprietary information of the Company. For purposes of this Agreement, the term “"confidential or proprietary information” " will include all information of any nature and in any form that is owned by the Company and that is not publicly available (other than by Executive’s 's breach of this Section 8(b)) or generally known to persons engaged in businesses similar or related to those of the Company. Confidential or proprietary information will include, without limitation, the Company’s 's financial matters, customers, employees, industry contracts, strategic business plans, product development (or other proprietary product data), marketing plans, and all other secrets and all other information of a confidential or proprietary nature. For purposes of 17 251 the preceding two sentences, the term “"Company” " will also include any Subsidiary (collectively, the “"Restricted Group”"). The foregoing obligations imposed by this Section 8(b) will not apply (i) during the Term, in the course of the business of and for the benefit of the Company, (ii) if such confidential or proprietary information has will have become, through no fault of the Executive, generally known to the public or (iii) if the Executive is required by law to make disclosure (after giving the Company notice and an opportunity to contest such requirement). (c) The Executive hereby covenants and agrees that during the Term and for a period ending one year after the Termination Date years thereafter Executive will not, without the prior written consent of the Company, which consent will shall not unreasonably be withheld as to Executive’s personal assistantwithheld, on behalf of Executive or on behalf of any person, firm or company, directly or indirectly, attempt to influence, persuade or induce, or assist any other person in so persuading or inducing, any employee of the Restricted Group to give up, or to not commence, employment or a business relationship with the Restricted Group. (d) Executive and the Company agree that the covenants contained in this Section 8 are reasonable under the circumstances circumstances, and subject further agree that if in the opinion of any court of competent jurisdiction any such covenant is not reasonable in any respect, such court will have the right, power and authority to excise or modify any provision or provisions of such covenants as to the provisions court will appear not reasonable and to enforce the remainder of Section 14 of this Agreementthe covenants as so amended. Executive acknowledges and agrees that the remedy at law available to the Company for breach of any of Executive’s his obligations under this Section 8 would be inadequate and that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms. Accordingly, Executive acknowledges, consents and agrees that, in addition to any other rights or remedies that the Company may have at law, in equity or under this Agreement, upon adequate proof of Executive’s his violation of any such provision of this Agreement, the Company will be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach, without the necessity of proof of actual damage.

Competitive Activity; Confidentiality; Nonsolicitation. (a) For the period following the Termination Date specified in Paragraph (3) of Annex A (the “Non-Competition Period”), subject to If the Executive’s receipt of 's employment shall be terminated pursuant to Section 4(a) and the Executive shall have received or shall be receiving benefits under pursuant to Section 44(a), the Executive will not, without the prior written consent of the Company, which consent will shall not be unreasonably withheld, engage in any Competitive ActivityActivity for one year from and after the Termination Date in any geographical market where the Company shall be operating on the Termination Date. (b) During the Term, the Company agrees that it will disclose to Executive its confidential or proprietary information (as defined in this Section 8(b)) to the extent necessary for Executive to carry out Executive’s his obligations to the Company. The Executive hereby covenants and agrees that Executive will notthat, without the prior written consent of the Company, he will not during the Term and two years or thereafter disclose to any person not employed or otherwise engaged by the Company, or use in connection with engaging in competition with the Company, any confidential or proprietary information of the Company. For the purposes of this Agreement, the term “"confidential or proprietary information” " will include all information of any nature and in any form that is owned by the Company and that is not publicly available (other than by Executive’s 's breach of this Section 8(b)) or generally known to persons engaged in businesses similar or related to those of the Company. Confidential or proprietary information will include, without limitationbut will not be limited to, the Company’s 's financial matters, customers, employees, industry contracts, strategic business plans, product development (or other proprietary product data), marketing plans, and all other secrets and all other information of a confidential or proprietary nature. For the purposes of the two preceding two sentences, the term “"Company” " will also include any Subsidiary (collectively, the “"Restricted Group”"). The foregoing obligations imposed by this Section 8(b) will not apply (i) during the Term, in the course of the business of and for the benefit of the CompanyCompany during the Term, (ii) if such confidential or proprietary information has become, shall have become generally known to the public through no fault of the Executive, generally known to the public Executive or (iii) if the Executive is required by law to make disclosure (after giving the Company notice and an opportunity to contest such requirement). (c) The If the Executive's employment shall be terminated pursuant to Section 4(a) and the Executive shall have received or shall be receiving benefits pursuant to Section 4(a), the Executive hereby covenants and agrees that that, for a period ending one year from and after the Termination Date Date, the Executive will not, without the prior written consent of the Company, Company (which consent will shall not unreasonably be withheld as to Executive’s personal assistant, withheld) directly or indirectly on behalf of Executive himself or on behalf of any other person, firm or company, directly or indirectly, attempt to influence, persuade or induce, or assist any other person in so persuading or inducing, any employee of the Restricted Group to give up, or to not commence, employment or a business relationship with the Restricted Group. (d) Executive and the Company agree that the covenants contained in this Section 8 are reasonable under the circumstances and subject to the provisions of Section 14 of this Agreement. Executive acknowledges and agrees that the remedy at law available to the Company for breach of any of Executive’s obligations under this Section 8 would be inadequate and that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms. Accordingly, Executive acknowledges, consents and agrees that, in addition to any other rights or remedies that the Company may have at law, in equity or under this Agreement, upon adequate proof of Executive’s violation of any such provision of this Agreement, the Company will be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach, without the necessity of proof of actual damage.

Competitive Activity; Confidentiality; Nonsolicitation. (a) For the a period ending one year following the Termination Date specified in Paragraph (3) of Annex A (Date, if the “Non-Competition Period”), subject to the Executive’s receipt of Executive shall have received or shall be receiving benefits under Section 4, the Executive will shall not, without the prior written consent of the Company, which consent will shall not be unreasonably withheld, engage in any Competitive Activity. (b) During the Term, the Company agrees that it will disclose to Executive its confidential or proprietary information (as defined in this Section 8(b)) to the extent necessary for Executive to carry out Executive’s his obligations to the Company. The Executive hereby covenants and agrees that Executive he will not, without the prior written consent of the Company, during the Term and two years or thereafter disclose to any person not employed by the Company, or use in connection with engaging in competition with the Company, any confidential or proprietary information of the Company. For purposes of this Agreement, the term “confidential or proprietary information” will include all information of any nature and in any form that is owned by the Company and that is not publicly available (other than by Executive’s breach of this Section 8(b)) or generally known to persons engaged in businesses similar or related to those of the Company. Confidential or proprietary information will include, without limitation, the Company’s financial matters, customers, employees, industry contracts, strategic business plans, product development (or other proprietary product data), marketing plans, and all other secrets and all other information of a confidential or proprietary nature. For purposes of the preceding two sentences, the term “Company” will also include any Subsidiary (collectively, the “Restricted Group”). The foregoing obligations imposed by this Section 8(b) will not apply (i) during the Term, in the course of the business of and for the benefit of the Company, (ii) if such confidential or proprietary information has will have become, through no fault of the Executive, generally known to the public or (iii) if the Executive is required by law to make disclosure (after giving the Company notice and and, to the extent feasible, an opportunity to contest such requirement). (c) The Executive hereby covenants and agrees that during the Term and for a period ending one year after the Termination Date thereafter Executive will not, without the prior written consent of the Company, which consent will shall not unreasonably be withheld as to Executive’s personal assistantwithheld, on behalf of Executive or on behalf of any person, firm or company, directly or indirectly, attempt to influence, persuade or induce, or assist any other person in so persuading or inducing, any management employee of the Restricted Group to give up, or to not commence, up employment or a business relationship with the Restricted Group, provided the foregoing shall not be violated by advertising or searches not specifically targeted at the management employees of the Restricted Group, or serving as a reference. (d) Executive and the Company agree that the covenants contained in this Section 8 are reasonable under the circumstances circumstances, and subject further agree that if in the opinion of any court of competent jurisdiction any such covenant is not reasonable in any respect, such court will have the right, power and authority to excise or modify any provision or provisions of such covenants as to the provisions court will appear not reasonable and to enforce the remainder of Section 14 of this Agreementthe covenants as so amended. Executive acknowledges and agrees that the remedy at law available to the Company for breach of any of Executive’s his obligations under this Section 8 would be inadequate and that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms. Accordingly, Executive acknowledges, consents and agrees that, in addition to any other rights or remedies that the Company may have at law, in equity or under this Agreement, upon adequate proof of Executive’s his violation of any such provision of this Agreement, the Company will be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach, without the necessity of proof of actual damage.

Competitive Activity; Confidentiality; Nonsolicitation. (a) For During the Term and for a period ending two years following the Termination Date specified in Paragraph (3) of Annex A (Date, if the “Non-Competition Period”), subject to the Executive’s receipt of Executive shall have received or shall be receiving benefits under Section 4, and, if applicable, Section 5, the Executive will shall not, without the prior written consent of the Company, which consent will shall not be unreasonably withheld, engage in any Competitive Activity. (b) During the Term, the Company agrees that it will disclose to Executive its confidential or proprietary information (as defined in this Section 8(b)) to the extent necessary for Executive to carry out Executive’s his obligations to the Company. The Executive hereby covenants and agrees that Executive he will not, without the prior written consent of the Company, during the Term and two years or thereafter disclose to any person not employed by the Company, or use in connection with engaging in competition with the Company, any confidential or proprietary information of the Company. For purposes of this Agreement, the term “confidential or proprietary information” will include all information of any nature and in any form that is owned by the Company and that is not publicly available (other than by Executive’s breach of this Section 8(b)) or generally known to persons engaged in businesses similar or related to those of the Company. Confidential or proprietary information will include, without limitation, the Company’s financial matters, customers, employees, industry contracts, strategic business plans, product development (or other proprietary product data), marketing plans, and all other secrets and all other information of a confidential or proprietary nature. For purposes of the preceding two sentences, the term “Company” will also include any Subsidiary (collectively, the “Restricted Group”). The foregoing obligations imposed by this Section 8(b) will not apply (i) during the Term, in the course of the business of and for the benefit of the Company, (ii) if such confidential or proprietary information has will have become, through no fault of the Executive, generally known to the public or (iii) if the Executive is required by law to make disclosure (after giving the Company notice and an opportunity to contest such requirement). (c) The Executive hereby covenants and agrees that during the Term and for a period ending one year after the Termination Date two years thereafter Executive will not, without the prior written consent of the Company, which consent will shall not unreasonably be withheld as to Executive’s personal assistantwithheld, on behalf of Executive or on behalf of any person, firm or company, directly or indirectly, attempt to influence, persuade or induce, or assist any other person in so persuading or inducing, any employee of the Restricted Group to give up, or to not commence, employment or a business relationship with the Restricted Group. (d) Executive and the Company agree that the covenants contained in this Section 8 are reasonable under the circumstances and subject to the provisions of Section 14 of this Agreement. Executive acknowledges and agrees that the remedy at law available to the Company for breach of any of Executive’s obligations under this Section 8 would be inadequate and that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms. Accordingly, Executive acknowledges, consents and agrees that, in addition to any other rights or remedies that the Company may have at law, in equity or under this Agreement, upon adequate proof of Executive’s violation of any such provision of this Agreement, the Company will be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach, without the necessity of proof of actual damage.

Competitive Activity; Confidentiality; Nonsolicitation. (a) For The Executive acknowledges that during the period following course of his employment with the Termination Date specified in Paragraph (3) of Annex A (Company the “Non-Competition Period”), subject Executive will learn business information valuable to the Executive’s receipt of benefits under Section 4Company and will form substantial business relationships with the Company's clients. To protect the Company's legitimate business interests in preserving its valuable confidential business information and client relationships, the Executive will not, shall not without the prior written consent of the Company, which consent will shall not be unreasonably withheld, (i) engage in any Competitive ActivityActivity during the Term and (ii) if the Executive shall have received or shall be receiving benefits under Section 7, engage in any Competitive Activity for a period ending on the first anniversary of the Termination Date or date of expiration of this Agreement, as the case may be. (b) During the Term, the Company agrees that it will disclose to Executive its confidential or proprietary information (as defined in this Section 8(b10(b)) to the extent necessary for Executive to carry out Executive’s his obligations to the Company. The Executive hereby acknowledges the Company has a legitimate business interest in protecting its confidential and proprietary information and hereby covenants and agrees that Executive he will not, not without the prior written consent of the Company, during the Term and two years or thereafter (i) disclose to any person not employed by the Company, or use in connection with engaging in competition with the Company, any confidential or proprietary information of the CompanyCompany or (ii) remove, copy or retain in his possession any Company files or records. For purposes of this Agreement, the term “"confidential or proprietary information” " will include all information of any nature and in any form that is owned by the Company and that is not publicly available (other than by Executive’s 's breach of this Section 8(b10(b)) or generally known to persons engaged in businesses similar or related to those of the Company. Confidential or proprietary information will include, without limitation, the Company’s 's financial matters, customers, employees, industry contracts, strategic business plans, product development (or other proprietary product data), marketing plans, and all other secrets and all other information of a confidential or proprietary nature. For purposes of the preceding two sentences, the term “"Company” " will also include any Subsidiary (collectively, the “"Restricted Group”"). The foregoing obligations imposed by this Section 8(b) will not apply (i) during the Term, in the course of the business of and for the benefit of the Company, (ii) if such confidential or proprietary information has become, through no fault of the Executive, generally known to the public or (iii) if the Executive is required by law to make disclosure (after giving the Company notice and an opportunity to contest such requirement). (c) The Executive hereby covenants and agrees that for a period ending one year after the Termination Date Executive will not, without the prior written consent of the Company, which consent will not unreasonably be withheld as to Executive’s personal assistant, on behalf of Executive or on behalf of any person, firm or company, directly or indirectly, attempt to influence, persuade or induce, or assist any other person in so persuading or inducing, any employee of the Restricted Group to give up, or to not commence, employment or a business relationship with the Restricted Group. (d) Executive and the Company agree that the covenants contained in this Section 8 are reasonable under the circumstances and subject to the provisions of Section 14 of this Agreement. Executive acknowledges and agrees that the remedy at law available to the Company for breach of any of Executive’s obligations under this Section 8 would be inadequate and that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms. Accordingly, Executive acknowledges, consents and agrees that, in addition to any other rights or remedies that the Company may have at law, in equity or under this Agreement, upon adequate proof of Executive’s violation of any such provision of this Agreement, the Company will be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach, without the necessity of proof of actual damage.---------------- 10

Competitive Activity; Confidentiality; Nonsolicitation. (a) For the period following the Termination Date specified in Paragraph (3) of Annex A (the “Non-Non Competition Period”), subject to the Executive’s receipt of benefits under Section 4, the Executive will not, without the prior written consent of the Company, which consent will not be unreasonably withheld, engage in any Competitive Activity. (b) During the Term, the Company agrees that it will disclose to Executive its confidential or proprietary information (as defined in this Section 8(b)) to the extent necessary for Executive to carry out Executive’s obligations to the Company. The Executive hereby covenants and agrees that Executive will not, without the prior written consent of the Company, during the Term and two years thereafter disclose to any person not employed by the Company, or use in connection with engaging in competition with the Company, any confidential or proprietary information of the Company. For purposes of this Agreement, the term “confidential or proprietary information” will include all information of any nature and in any form that is owned by the Company and that is not publicly available (other than by Executive’s breach of this Section 8(b)) or generally known to persons engaged in businesses similar or related to those of the Company. Confidential or proprietary information will include, without limitation, the Company’s financial matters, customers, employees, industry contracts, strategic business plans, product development (or other proprietary product data), marketing plans, and all other secrets and all other information of a confidential or proprietary nature. For purposes of the preceding two sentences, the term “Company” will also include any Subsidiary (collectively, the “Restricted Group”). The obligations imposed by this Section 8(b) will not apply (i) during the Term, in the course of the business of and for the benefit of the Company, (ii) if such confidential or proprietary information has become, through no fault of the Executive, generally known to the public or (iii) if the Executive is required by law to make disclosure (after giving the Company notice and an opportunity to contest such requirement). (c) The Executive hereby covenants and agrees that for a period ending one year after the Termination Date Executive will not, without the prior written consent of the Company, which consent will not unreasonably be withheld as to Executive’s personal assistant, on behalf of Executive or on behalf of any person, firm or company, directly or indirectly, attempt to influence, persuade or induce, or assist any other person in so persuading or inducing, any employee of the Restricted Group to give up, or to not commence, employment or a business relationship with the Restricted Group. (d) Executive and the Company agree that the covenants contained in this Section 8 are reasonable under the circumstances and subject to the provisions of Section 14 of this Agreement. Executive acknowledges and agrees that the remedy at law available to the Company for breach of any of Executive’s obligations under this Section 8 would be inadequate and that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms. Accordingly, Executive acknowledges, consents and agrees that, in addition to any other rights or remedies that the Company may have at law, in equity or under this Agreement, upon adequate proof of Executive’s violation of any such provision of this Agreement, the Company will be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach, without the necessity of proof of actual damage.

Competitive Activity; Confidentiality; Nonsolicitation. (a) For The Executive acknowledges that during the period following course of his employment with the Termination Date specified in Paragraph (3) of Annex A (Company the “Non-Competition Period”), subject Executive will learn business information valuable to the Executive’s receipt of benefits under Section 4Company and will form substantial business relationships with the Company's clients. To protect the Company's legitimate business interests in preserving its valuable confidential business information and client relationships, the Executive will not, shall not without the prior written consent of the Company, which consent will shall not be unreasonably withheld, (i) engage in any Competitive ActivityActivity during the Term and (ii) if the Executive shall have received or shall be receiving benefits under Section 7, engage in any Competitive Activity for a period ending on the first anniversary of the Termination Date or date of expiration of this Agreement, as the case may be. (b) During the Term, the Company agrees that it will disclose to Executive its confidential or proprietary information (as defined in this Section 8(b10(b)) to the extent necessary for Executive to carry out Executive’s his obligations to the Company. The Executive hereby acknowledges the Company has a legitimate business interest in protecting its confidential and proprietary information and hereby covenants and agrees that Executive he will not, without the prior written consent of the Company, during the Term and two years or thereafter (i) disclose to any person not employed by the Company, or use in connection with engaging in competition with the Company, any confidential or proprietary information of the CompanyCompany or (ii) remove, copy or retain in his possession any Company files or records. For purposes of this Agreement, the term “"confidential or proprietary information” " will include all information of any nature and in any form that is owned by the Company and that is not publicly available (other than by Executive’s 's breach of this Section 8(b10(b)) or generally known to persons engaged in businesses similar or related to those of the Company. Confidential or proprietary information will include, without limitation, the Company’s 's financial matters, customers, employees, industry contracts, strategic business plans, product development (or other proprietary product data), marketing plans, and all other secrets and all other information of a confidential or proprietary nature. For purposes of the preceding two sentences, the term “"Company” " will also include any Subsidiary (collectively, the “"Restricted Group”"). The foregoing obligations imposed by this Section 8(b10(b) will not apply (i) during the Term, in the course of the business of and for the benefit of the Company, (ii) if such confidential or proprietary information has will have become, through no fault of the Executive, generally known to the public or (iii) if the Executive is required by law to make disclosure (after giving the Company notice and an opportunity to contest such requirement). (c) The Executive hereby covenants and agrees that during the Term and for a period ending one year after the Termination Date thereafter Executive will not, without the prior written consent of the Company, which consent will shall not unreasonably be withheld as to Executive’s personal assistantwithheld, on behalf of Executive or on behalf of any person, firm or company, directly or indirectly, attempt to influence, persuade or induce, or assist any other person in so persuading or inducing, any employee of the Restricted Group to give up, or to not commence, up employment or a business relationship with the Restricted Group. (d) The Executive and the Company agree that the covenants contained in this Section 8 are reasonable under the circumstances and subject to the provisions of Section 14 of this Agreement. Executive acknowledges and agrees that on or before the remedy at law available to Termination Date the Executive shall return all Company for breach of any of Executive’s obligations under this Section 8 would be inadequate property, including without limitation all credit, identification and similar cards, keys and documents, books, records and office equipment. The Executive agrees that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms. Accordinglyhe shall abide by, Executive acknowledges, consents and agrees that, in addition to any other rights or remedies that through the Company may have at law, in equity or under this Agreement, upon adequate proof of Executive’s violation of any such provision of this AgreementTermination Date, the Company will be entitled to immediate injunctive relief Company's policies and may obtain a temporary order restraining any threatened or further breach, without the necessity of proof of actual damageprocedures for worldwide business conduct.

Competitive Activity; Confidentiality; Nonsolicitation. (a) For the period following the Termination Date specified in Paragraph (3) of Annex A (the “Non-Competition Period”), subject to the Executive’s receipt of benefits under Section 4, the Executive will not, without the prior written consent of the Company, which consent will not be unreasonably withheld, engage in any Competitive Activity. (b) During the Term, the Company agrees that it will disclose to Executive its confidential or proprietary information (as defined in this Section 8(b)) to the extent necessary for Executive to carry out Executive’s obligations to the Company. The Executive hereby covenants and agrees that Executive will not, without the prior written consent of the Company, during the Term and two years thereafter disclose to any person not employed by the Company, or use in connection with engaging in competition with the Company, any confidential or proprietary information of the Company. For purposes of this Agreement, the term “confidential or proprietary information” will include all information of any nature and in any form that is owned by the Company and that is not publicly available (other than by Executive’s breach of this Section 8(b)) or generally known to persons engaged in businesses similar or related to those of the Company. Confidential or proprietary information will include, without limitation, the Company’s financial matters, customers, employees, industry contracts, strategic business plans, product development (or other proprietary product data), marketing plans, and all other secrets and all other information of a confidential or proprietary nature. For purposes of the preceding two sentences, the term “Company” will also include any Subsidiary (collectively, the “Restricted Group”). The obligations imposed by this Section 8(b) will not apply (i) during the Term, in the course of the business of and for the benefit of the Company, (ii) if such confidential or proprietary information has become, through no fault of the Executive, generally known to the public or (iii) if the Executive is required by law to make disclosure (after giving the Company notice and an opportunity to contest such requirement).. 8 (c) The Executive hereby covenants and agrees that for a period ending one year after the Termination Date Executive will not, without the prior written consent of the Company, which consent will not unreasonably be withheld as to Executive’s personal assistant, on behalf of Executive or on behalf of any person, firm or company, directly or indirectly, attempt to influence, persuade or induce, or assist any other person in so persuading or inducing, any employee of the Restricted Group to give up, or to not commence, employment or a business relationship with the Restricted Group. (d) Executive and the Company agree that the covenants contained in this Section 8 are reasonable under the circumstances and subject to the provisions of Section 14 of this Agreement. Executive acknowledges and agrees that the remedy at law available to the Company for breach of any of Executive’s obligations under this Section 8 would be inadequate and that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms. Accordingly, Executive acknowledges, consents and agrees that, in addition to any other rights or remedies that the Company may have at law, in equity or under this Agreement, upon adequate proof of Executive’s violation of any such provision of this Agreement, the Company will be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach, without the necessity of proof of actual damage.

Competitive Activity; Confidentiality; Nonsolicitation. (a) For During the period following Term and for the Termination Date specified in Paragraph (3) duration of Annex A (the “Non-Competition Continuation Period”), subject to if the Executive’s receipt of Executive shall have received or shall be receiving benefits under Section 4, the Executive will shall not, without the prior written consent of the Company, which consent will shall not be unreasonably withheld, engage in any Competitive Activity. (b) During the Term, the Company agrees that it will disclose to the Executive its confidential or proprietary information (as defined in this Section 8(b7(b)) to the extent necessary for the Executive to carry out Executive’s his obligations to the Company. The Executive hereby covenants and agrees that Executive he will not, without the prior written consent of the Company, during the Term and two years or thereafter disclose to any person not employed by the Company, or use in connection with engaging in competition with the Company, any confidential or proprietary information of the Company. For purposes of this Agreement, the term “confidential or proprietary information” will include all information of any nature and in any form that is owned by the Company and that is not publicly available (other than by the Executive’s breach of this Section 8(b7(b)) or generally known to persons engaged in businesses similar or related to those of the Company. Confidential or proprietary information will include, without limitation, the Company’s financial matters, customers, employees, industry contracts, strategic business plans, product development (or other proprietary product data), marketing plans, and all other secrets and all other information of a confidential or proprietary nature. For purposes of the preceding two sentences, the term “Company” will also include any Subsidiary (collectively, the “Restricted Group”). The foregoing obligations imposed by this Section 8(b7(b) will not apply (i) during the Term, in the course of the business of and for the benefit of the Company, (ii) if such confidential or proprietary information has will have become, through no fault of the Executive, generally known to the public or (iii) if the Executive is required by law to make disclosure (after giving the Company notice and an opportunity to contest such requirement). (c) The Executive hereby covenants and agrees that during the Term and for a period ending one year after the Termination Date duration of the Continuation Period, the Executive will not, without the prior written consent of the Company, which consent will shall not unreasonably be withheld as to Executive’s personal assistantwithheld, on behalf of the Executive or on behalf of any person, firm or company, directly or indirectly, attempt to influence, persuade or induce, or assist any other person in so persuading or inducing, any employee of the Restricted Group to give up, or to not commence, employment or a business relationship with the Restricted Group. (d) The Executive and further agrees that he shall return, within 10 days of the effective date of his termination as an employee of the Company agree that and any Subsidiary, in good condition, all property of the covenants contained Company and any Subsidiary then in this Section 8 are reasonable under his possession, including, without limitation, whether in hard copy or in media (i) property, documents and/or all other materials (including copies, reproductions, summaries and/or analyses) which constitute, refer or relate to confidential or proprietary information of the circumstances Company or any Subsidiary, (ii) keys to property of the Company or any Subsidiary, (iii) files and subject to the provisions of Section 14 of this Agreement. (iv) blueprints or other drawings. (e) The Executive further acknowledges and agrees that his obligation of confidentiality shall survive until and unless such confidential or proprietary information of the remedy at law available Company or any Subsidiary shall have become, through no fault of the Executive, generally known to the public or the Executive is required by law (after providing the Company for breach of any of with notice and opportunity to contest such requirement) to make disclosure. The Executive’s obligations under this Section 8 would be inadequate and that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms. Accordingly, Executive acknowledges, consents and agrees that, are in addition to, and not in limitation or preemption of, all other obligations of confidentiality which the Executive may have to any other rights or remedies that the Company may have at law, in equity and any Subsidiary under general legal or under this Agreement, upon adequate proof equitable principles or statutes. (f) During the term and for the duration of Executive’s violation of any such provision of this Agreementthe Continuation Period, the Executive further agrees that he will not, directly or indirectly: (i) induce or attempt to induce customers, business relations or accounts of the Company will be entitled or any of the Subsidiaries to immediate injunctive relief and may obtain a temporary order restraining relinquish their contracts or relationships with the Company or any threatened of the Subsidiaries; or (ii) solicit, entice, assist or further breachinduce other employees, without agents or independent contractors to leave the necessity employ of proof the Company or any of actual damagethe Subsidiaries or to terminate their engagements with the Company and/or any of the Subsidiaries or assist any competitors of the Company or any of the Subsidiaries in securing the services of such employees, agents or independent contractors.

Competitive Activity; Confidentiality; Nonsolicitation. (a) For the period following the Termination Date specified in Paragraph (3) of Annex A (the “"Non-Competition Period”"), subject to the Executive’s 's receipt of benefits under Section 4, the Executive will not, without the prior written consent of the Company, which consent will not be unreasonably withheld, engage in any Competitive Activity. (b) During the Term, the Company agrees that it will disclose to Executive its confidential or proprietary information (as defined in this Section 8(b)) to the extent necessary for Executive to carry out Executive’s 's obligations to the Company. The Executive hereby covenants and agrees that Executive will not, without the prior written consent of the Company, during the Term and two years thereafter disclose to any person not employed by the Company, or use in connection with engaging in competition with the Company, any confidential or proprietary information of the Company. For purposes of this Agreement, the term “"confidential or proprietary information” " will include all information of any nature and in any form that is owned by the Company and that is not publicly available (other than by Executive’s 's breach of this Section 8(b)) or generally known to persons engaged in businesses similar or related to those of the Company. Confidential or proprietary information will include, without limitation, the Company’s 's financial matters, customers, employees, industry contracts, strategic business plans, product development (or other proprietary product data), marketing plans, and all other secrets and all other information of a confidential or proprietary nature. For purposes of the preceding two sentences, the term “"Company” " will also include any Subsidiary (collectively, the “"Restricted Group”"). The obligations imposed by this Section 8(b) will not apply (i) during the Term, in the course of the business of and for the benefit of the Company, (ii) if such confidential or proprietary information has become, through no fault of the Executive, generally known to the public or (iii) if the Executive is required by law to make disclosure (after giving the Company notice and an opportunity to contest such requirement). (c) The Executive hereby covenants and agrees that for a period ending one year after the Termination Date Executive will not, without the prior written consent of the Company, which consent will not unreasonably be withheld as to Executive’s 's personal assistant, on behalf of Executive or on behalf of any person, firm or company, directly or indirectly, attempt to influence, persuade or induce, or assist any other person in so persuading or inducing, any employee of the Restricted Group to give up, or to not commence, employment or a business relationship with the Restricted Group. (d) Executive and the Company agree that the covenants contained in this Section 8 are reasonable under the circumstances and subject to the provisions of Section 14 of this Agreement. Executive acknowledges and agrees that the remedy at law available to the Company for breach of any of Executive’s 's obligations under this Section 8 would be inadequate and that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms. Accordingly, Executive acknowledges, consents and agrees that, in addition to any other rights or remedies that the Company may have at law, in equity or under this Agreement, upon adequate proof of Executive’s 's violation of any such provision of this Agreement, the Company will be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach, without the necessity of proof of actual damage.

Competitive Activity; Confidentiality; Nonsolicitation. (a) For The Executive acknowledges that during the period following course of his employment with the Termination Date specified in Paragraph (3) of Annex A (Company the “Non-Competition Period”), subject Executive will learn business information valuable to the Executive’s receipt of benefits under Section 4Company and will form substantial business relationships with the Company's clients. To protect the Company's legitimate business interests in preserving its valuable confidential business information and client relationships, the Executive will not, shall not without the prior written consent of the Company, which consent will shall not be unreasonably withheld, (i) engage in any Competitive ActivityActivity during the Term and (ii) if the Executive shall have received or shall be receiving benefits under Section 7, engage in any Competitive Activity for a period ending on the first anniversary of the Termination Date or date of expiration of this Agreement, as the case may be. (b) During the Term, the Company agrees that it will disclose to Executive its confidential or proprietary information (as defined in this Section 8(b10(b)) to the extent necessary for Executive to carry out Executive’s his obligations to the Company. The Executive hereby acknowledges the Company has a legitimate business interest in protecting its confidential and proprietary information and hereby covenants and agrees that Executive he will not, not without the prior written consent of the Company, during the Term and two years or thereafter (i) disclose to any person not employed by the Company, or use in connection with engaging in competition with the Company, any confidential or proprietary information of the CompanyCompany or (ii) remove, copy or retain in his possession any Company files or records. For purposes of this Agreement, the term “"confidential or proprietary information” " will include all information of any nature and in any form that is owned by the Company and that is not publicly available (other than by Executive’s 's breach of this Section 8(b10(b)) or generally known to persons engaged in businesses similar or related to those of the Company. Confidential or proprietary information will include, without limitation, the Company’s 's financial matters, customers, employees, industry contracts, strategic business plans, product development (or other proprietary product data), marketing plansplans , and all other secrets and all other information of a confidential or proprietary nature. For purposes of the preceding two sentences, the term “Company” will also include any Subsidiary (collectively, the “Restricted Group”). The obligations imposed by this Section 8(b) will not apply (i) during the Term, in the course of the business of and for the benefit of the Company, (ii) if such confidential or proprietary information has become, through no fault of the Executive, generally known to the public or (iii) if the Executive is required by law to make disclosure (after giving the Company notice and an opportunity to contest such requirement). (c) The Executive hereby covenants and agrees that for a period ending one year after the Termination Date Executive will not, without the prior written consent of the Company, which consent will not unreasonably be withheld as to Executive’s personal assistant, on behalf of Executive or on behalf of any person, firm or company, directly or indirectly, attempt to influence, persuade or induce, or assist any other person in so persuading or inducing, any employee of the Restricted Group to give up, or to not commence, employment or a business relationship with the Restricted Group. (d) Executive and the Company agree that the covenants contained in this Section 8 are reasonable under the circumstances and subject to the provisions of Section 14 of this Agreement. Executive acknowledges and agrees that the remedy at law available to the Company for breach of any of Executive’s obligations under this Section 8 would be inadequate and that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms. Accordingly, Executive acknowledges, consents and agrees that, in addition to any other rights or remedies that the Company may have at law, in equity or under this Agreement, upon adequate proof of Executive’s violation of any such provision of this Agreement, the Company will be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach, without the necessity of proof of actual damage.,

Competitive Activity; Confidentiality; Nonsolicitation. (a) For the a period ending two years following the Termination Date specified in Paragraph (3) of Annex A (Date, if the “Non-Competition Period”), subject to the Executive’s receipt of Executive has received or is receiving benefits under Section 43, the Executive will not, without the prior written consent of the Company, which consent will not be unreasonably withheld, engage in any Competitive Activity. (b) During the Term, the Company agrees that it will disclose to the Executive its confidential or proprietary information (as defined in this Section 8(b)) to the extent necessary for the Executive to carry out Executive’s obligations to the Company. The Executive hereby covenants and agrees that the Executive will not, without the prior written consent of the Company, during the Term and two years or thereafter disclose to any person not employed by the Company, or use in connection with engaging in competition with the Company, any confidential or proprietary information of the Company. For purposes of this Agreement, the term “confidential or proprietary information” will include all information of any nature and in any form that is owned by the Company and that is not publicly available (other than by Executive’s breach of this Section 8(b)) or generally known to persons engaged in businesses similar or related to those of the Company. Confidential or proprietary information will include, without limitation, the Company’s financial matters, customers, employees, industry contracts, strategic business plans, product development (or other proprietary product data), marketing plans, and all other secrets and all other information of a confidential or proprietary nature. For purposes of the preceding two sentences, the term “Company” will also include any Subsidiary (collectively, the “Restricted Group”). The foregoing obligations imposed by this Section 8(b) will not apply (i) during the Term, in the course of the business of and for the benefit of the Company, (ii) if such confidential or proprietary information has become, through no fault of the Executive, generally known to the public or (iii) if the Executive is required by law to make disclosure (after giving the Company notice and an opportunity to contest such requirement). (c) The Executive hereby covenants and agrees that for For a period ending one year after two years following the Termination Date Date, if the Executive has received or is receiving benefits under Section 3, the Executive will not, without the prior written consent of the Company, which consent will not unreasonably be withheld as to Executive’s personal assistantwithheld, on behalf of the Executive or on behalf of any person, firm or company, directly or indirectly, attempt to influence, persuade or induce, or assist any other person in so persuading or inducing, any employee of the Restricted Group to give up, or to not commence, employment or a business relationship with the Restricted Group. (d) The Executive and the Company agree that the covenants contained in this Section 8 are reasonable under the circumstances circumstances, and subject further agree that if in the opinion of any court of competent jurisdiction any such covenant is not reasonable in any respect, such court will have the right, power and authority to excise or modify any provision or provisions of such covenants as to the provisions court will appear not reasonable and to enforce the remainder of Section 14 of this Agreementthe covenants as so amended. The Executive acknowledges and agrees that the remedy at law available to the Company for breach of any of the Executive’s obligations under this Section 8 would be inadequate and that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms. Accordingly, the Executive acknowledges, consents and agrees that, in addition to any other rights or remedies that the Company may have at law, in equity or under this Agreement, upon adequate proof of the Executive’s violation of any such provision of this Agreement, the Company will be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach, without the necessity of proof of actual damage.

Competitive Activity; Confidentiality; Nonsolicitation. (a) For the a period ending one year following the Termination Date specified in Paragraph (3) of Annex A (Date, if the “Non-Competition Period”), subject to the Executive’s receipt of Executive shall have received or shall be receiving benefits under Section 4, the Executive will shall not, without the prior written consent of the Company, which consent will shall not be unreasonably withheld, engage in any Competitive Activity; provided that the foregoing shall not apply if the Termination Date was prior to the Change in Control and Executive had already commenced such activity. (b) During the Term, the Company agrees that it will disclose to Executive its confidential or proprietary information (as defined in this Section 8(b)) to the extent necessary for Executive to carry out Executive’s his obligations to the Company. The Executive hereby covenants and agrees that Executive he will not, without the prior written consent of the Company, during the Term and two years or thereafter disclose to any person not employed by the Company, or use in connection with engaging in competition with the Company, any confidential or proprietary information of the Company. For purposes of this Agreement, the term “confidential or proprietary information” will include all information of any nature and in any form that is owned by the Company and that is not publicly available (other than by Executive’s breach of this Section 8(b)) or generally known to persons engaged in businesses similar or related to those of the Company. Confidential or proprietary information will include, without limitation, the Company’s financial matters, customers, employees, industry contracts, strategic business plans, product development (or other proprietary product data), marketing plans, and all other secrets and all other information of a confidential or proprietary nature. For purposes of the preceding two sentences, the term “Company” will also include any Subsidiary (collectively, the “Restricted Group”). The foregoing obligations imposed by this Section 8(b) will not apply (i) during the Term, in the course of the business of and for the benefit of the Company, (ii) if such confidential or proprietary information has will have become, through no fault of the Executive, generally known to the public or (iii) if the Executive is required by law to make disclosure (after giving the Company notice and an opportunity to contest such requirement). (c) The Executive hereby covenants and agrees that during the Term and for a period ending one year after the Termination Date thereafter Executive will not, without the prior written consent of the Company, which consent will shall not unreasonably be withheld as to Executive’s personal assistantwithheld, on behalf of Executive or on behalf of any person, firm or company, directly or indirectly, attempt to influence, persuade or induce, or assist any other person in so persuading or inducing, any management employee of the Restricted Group to give up, or not to not commence, employment or a business relationship with the Restricted Group, provided the foregoing shall not be violated by advertising or searches not specifically targeted at the management employees of the Restricted Group, or serving as a reference. (d) Executive and the Company agree that the covenants contained in this Section 8 are reasonable under the circumstances circumstances, and subject further agree that if in the opinion of any court of competent jurisdiction any such covenant is not reasonable in any respect, such court will have the right, power and authority to excise or modify any provision or provisions of such covenants as to the provisions court will appear not reasonable and to enforce the remainder of Section 14 of this Agreementthe covenants as so amended. Executive acknowledges and agrees that the remedy at law available to the Company for breach of any of Executive’s his obligations under this Section 8 would be inadequate and that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms. Accordingly, Executive acknowledges, consents and agrees that, in addition to any other rights or remedies that the Company may have at law, in equity or under this Agreement, upon adequate proof of Executive’s his violation of any such provision of this Agreement, the Company will be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach, without the necessity of proof of actual damage.