Common use of Covenants Not to Compete or Interfere Clause in Contracts

Covenants Not to Compete or Interfere. (a) In view of the unique and valuable services that Employee has been engaged to provide to the Company and Employee's current and future knowledge of the Company's Proprietary Information, during the period beginning on the date of the closing of the Acquisition and ending on the earlier of (i) the two-year anniversary of the date on which Employee ceases to be employed by the Company and (ii) the two-year anniversary of the payment by PMCI of the Final Purchase Price Adjustment pursuant to Section 2.3(d) of the Stock Purchase Agreement (such period, the "Non- Compete Period"), Employee will not Participate In any Competitive Advisory Business or any other business in which the Company is engaged, or has taken material steps to be engaged, at the time of such termination or expiration. Notwithstanding the foregoing, Employee will not be deemed to Participate In a business merely because he owns 5% or less of the outstanding stock of a corporation (measured in voting power or equity) if, at the time of his acquisition thereof, such stock is listed on a national securities exchange, is reported on Nasdaq, or is regularly traded in the over-the-counter market by a member of a national securities exchange. (b) During the Non-Compete Period, Employee will not (i) directly or indirectly cause, or attempt to cause, to leave the employ of the Company any employee of the Company that is an employee of the Company at any time during the period beginning six months before the date of this Agreement and ending at the end of the Non-Compete Period; (ii) directly or indirectly solicit any customer of the Company as to which Employee obtained knowledge during his affiliation with the Company as a member of the leadership team of the Company or with any affiliate of the Company; (iii) knowingly or recklessly interfere or attempt to interfere with any transaction in which the Company was involved during the term of this Agreement; or (iv) in any other way knowingly or recklessly interfere with the relationship between the Company and any of its employees, customers or suppliers. (c) If any provision of this Section 8 is held to be invalid, illegal or unenforceable in any jurisdiction by any court of competent jurisdiction, then (i) such invalidity, illegality or unenforceability will not affect such provision with respect to any other jurisdiction, (ii) such invalidity, illegality or unenforceability will not affect any other provision of this Agreement with respect to such jurisdiction, and (iii) such court may modify such provision to make it valid, legal, and enforceable in such jurisdiction, and such provision will thereafter be enforced in its modified form in such jurisdiction.

Covenants Not to Compete or Interfere. In consideration of the benefits and entitlements provided by this Agreement, the Executive agrees that, during his employment hereunder and for the duration of the Severance Period (defined below) he will not, other than on behalf of the Company, directly or indirectly, as a sole proprietor, agent, broker or intermediary, member of a partnership, or stockholder, investor, officer or director of a corporation, or as an employee, agent, associate or consultant of any person, firm or corporation: (a) In view of the unique and valuable services that Employee has been engaged to provide to the Company and Employee's current and future knowledge of the Company's Proprietary InformationSolicit, during the period beginning on the date of the closing of the Acquisition and ending on the earlier of encourage, induce or accept business (i) the two-year anniversary from any clients of the date on which Employee ceases to be employed by the Company and or its affiliates or its parent, (ii) from any prospective clients whose business the two-year anniversary of the payment by PMCI of the Final Purchase Price Adjustment pursuant to Section 2.3(d) of the Stock Purchase Agreement (such period, the "Non- Compete Period"), Employee will not Participate In any Competitive Advisory Business Company or any other business of its affiliates or its parent is in which the Company is engaged, or has taken material steps to be engaged, process of soliciting at the time of the Executive’s termination, or (iii) from any former clients that had been doing business with the Company or its affiliates or its parent within one year prior to the Executive’s termination; or (b) Solicit or hire any employee of the Company or its affiliates or its parent to terminate such termination or expiration. Notwithstanding employee’s employment with the foregoing, Employee will not be deemed to Participate In a business merely because he owns 5Company; provided that nothing contained in this Section 12 shall prohibit the Executive from owning 2.5% or less of the outstanding stock of a any corporation (measured in voting power or equity) if, at the time of his acquisition thereof, such stock is listed on a national securities exchange, is reported on Nasdaqstock exchange or included in the NASDAQ Stock Markets, or is regularly traded from making investments in the over-the-counter market by a member or from serving as an officer or employee of a national securities exchange. (b) During the Non-Compete Period, Employee will firm or corporation that is not (i) directly or indirectly causeengaged in the same type of business as the Company. For purposes of this Section 12, or attempt to causethe “Severance Period” shall be the period of twelve (12) months following the Date of Termination; or, to leave in the employ case of an early termination by the Company any employee under Section 6(f) after Notice of Termination is communicated either (A) by the Company that is without Cause under Section 6(b)(ii) or (B) by the Executive with Good Reason under Section 6(c)(i), the period from the Section 6(f) Termination Date to the date originally specified in the Notice of Termination and for twelve (12) months thereafter. In the case of an employee of early termination by the Company at any time during under Section 6(f) after Notice of Termination is communicated by the Executive without Good Reason under Section 6(c)(ii), this Section 12 shall apply for the period beginning six months before from the Section 6(f) Termination Date to the date originally specified in the Notice of this Agreement Termination. If the Executive gives Notice of Termination under Section 6(c)(ii), and ending at the end of the Non-Compete Period; (ii) directly or indirectly solicit any customer of there is no early termination by the Company as to provided under Section 6(f), the restriction contained in this Section 12 shall end on the date originally specified in the Notice of Termination. If the Executive’s employment terminates under circumstances for which Employee obtained knowledge during his affiliation with a CIC award is provided under the CIC Policy (Section 8(d)), the restriction contained in this Section 12 shall end on the date originally specified in the Notice of Termination, regardless of whether there is an early termination by the Company as a member under Section 6(f). The parties acknowledge and agree that the Executive’s breach or threatened breach of any of the leadership team restrictions set forth in Sections 11 and 12 will result in irreparable and continuing damage to the Company for which there may be no adequate remedy at law and that the Company shall be entitled to equitable relief, including specific performance and injunctive relief as remedies for any breach or threatened or attempted breach. The Executive hereby consents to the grant of an injunction (temporary or otherwise) against the Executive or the entry of any other court order against the Executive prohibiting and enjoining him from violating, or directing him to comply with any provision of Sections 11 and 12. The Executive also agrees that such remedies shall be in addition to any and all remedies, including damages, available to the Company against him for such breaches or threatened or attempted breaches. The Executive acknowledges that he has received good and valuable consideration for the obligations contained in Sections 11 and 12. Violation by the Executive of any of the Company or with any affiliate of the Company; (iii) knowingly or recklessly interfere or attempt to interfere with any transaction restrictions contained in which the Company was involved during the term of this Agreement; or (iv) in any other way knowingly or recklessly interfere with the relationship between Sections 11 and 12 will give the Company and PartnerRe Ltd. the right to immediately terminate all future severance payments including any of its employees, customers or supplierspost termination exercise periods. (c) If any provision of this Section 8 is held to be invalid, illegal or unenforceable in any jurisdiction by any court of competent jurisdiction, then (i) such invalidity, illegality or unenforceability will not affect such provision with respect to any other jurisdiction, (ii) such invalidity, illegality or unenforceability will not affect any other provision of this Agreement with respect to such jurisdiction, and (iii) such court may modify such provision to make it valid, legal, and enforceable in such jurisdiction, and such provision will thereafter be enforced in its modified form in such jurisdiction.

Covenants Not to Compete or Interfere. (a) In view of the unique and valuable services that Employee has been engaged to provide render to the Company and Employee's current and future knowledge of the Company's Proprietary Information, during the period beginning on the date of the closing of the Acquisition and ending on the earlier of Employee will not, (i) during the two-year anniversary of the date on which Employee ceases to be employed by the Company term hereof and (ii) for one year after the two-termination or expiration hereof (or, if this Agreement is terminated under Section 5(d) and Employee receives severance payments, for one year anniversary of after the payment by PMCI of the Final Purchase Price Adjustment pursuant to Section 2.3(d) of the Stock Purchase Agreement (period during which such period, the "Non- Compete Period"severance payments are made), Employee will not Participate In any Competitive Advisory Business the electronic contract manufacturing business or any other business the Employee has Participated In and in which the Company is engaged, or has taken material steps to be engaged, at the time of such termination or expiration. Notwithstanding the foregoing, Employee will not be deemed to Participate In a business merely because he owns less than 5% or less of the outstanding stock of a corporation (measured in voting power or equity) ), if, at the time of his its acquisition thereofby Employee, such stock is listed on a national securities exchange, exchange or is reported on Nasdaq, or is regularly traded in the over-the-counter market by a member of a national securities exchangeNasdaq National Market. (b) During the Non-Compete Periodperiod specified in Section 8(a) and in no event less than one year after any termination or expiration of this Agreement, Employee will not (i) directly or indirectly cause, cause or attempt to cause, cause any employee of the Company to leave the employ of the Company; (ii) in any way interfere with the relationship between the Company and any of its employees, customers or suppliers; (iii) directly or indirectly hire any employee of the Company that is an employee of (other than former employees who ceased to be employed by the Company at any time during the period beginning least six months before prior to the date of this Agreement and ending at the end hire) to work for any entity of the Non-Compete Period; (ii) directly or indirectly solicit any customer of the Company as to which Employee obtained knowledge during his affiliation with the Company as a member is an officer, director, employee, consultant, independent contractor or owner of the leadership team of the Company an equity or with any affiliate of the Companyother financial interest; or (iiiiv) knowingly or recklessly interfere or attempt to interfere with any transaction in which the Company was involved during the term of this Agreement; or (iv) in any other way knowingly or recklessly interfere with the relationship between the Company and any of its employees, customers or suppliers. (c) If any provision of restriction contained in this Section 8 is held deemed to be invalid, illegal or unenforceable in any jurisdiction by any a court of competent jurisdictionjurisdiction by reason of its duration, geographical scope or otherwise, then (i) such invalidity, illegality or unenforceability will not affect such provision with respect to any other jurisdiction, (ii) such invalidity, illegality or unenforceability will not affect any other provision of this Agreement with respect to such jurisdiction, and (iii) such court may modify such provision to make it valid, legal, and enforceable in such jurisdiction, and such provision will thereafter be enforced deemed reduced in its modified form in such jurisdictionextent, duration, geographical scope or otherwise by the minimum reduction necessary to cause the restriction to be enforceable.

Covenants Not to Compete or Interfere. In consideration of the benefits and entitlements provided by this Agreement, the Executive agrees that, during his employment hereunder and for the duration of the Severance Period (defined below) he will not, other than on behalf of the Company, directly or indirectly, as a sole proprietor, agent, broker or intermediary, member of a partnership, or stockholder, investor, officer or director of a corporation, or as an employee, agent, associate or consultant of any person, firm or corporation: (a) In view of the unique and valuable services that Employee has been engaged to provide to the Company and Employee's current and future knowledge of the Company's Proprietary InformationSolicit, during the period beginning on the date of the closing of the Acquisition and ending on the earlier of encourage, induce or accept business (i) the two-year anniversary from any clients of the date on which Employee ceases to be employed by the Company and or its affiliates or its parent, (ii) from any prospective clients whose business the two-year anniversary of the payment by PMCI of the Final Purchase Price Adjustment pursuant to Section 2.3(d) of the Stock Purchase Agreement (such period, the "Non- Compete Period"), Employee will not Participate In any Competitive Advisory Business Company or any other business of its affiliates or its parent is in which the Company is engaged, or has taken material steps to be engaged, process of soliciting at the time of the Executive's termination, or (iii) from any former clients that had been doing business with the Company or its affiliates or its parent within one year prior to the Executive’s termination; or (b) Solicit or hire any employee of the Company or its affiliates or its parent to terminate such termination or expiration. Notwithstanding employee's employment with the foregoing, Employee will not be deemed to Participate In a business merely because he owns 5Company; provided that nothing contained in this Section 12 shall prohibit the Executive from owning 2.5% or less of the outstanding stock of a any corporation (measured in voting power or equity) if, at the time of his acquisition thereof, such stock is listed on a national securities exchange, is reported on Nasdaqstock exchange or included in the NASDAQ Stock Markets, or is regularly traded from making investments in the over-the-counter market by a member or from serving as an officer or employee of a national securities exchange. (b) During the Non-Compete Period, Employee will firm or corporation that is not (i) directly or indirectly causeengaged in the same type of business as the Company. For purposes of this Section 12, or attempt to causethe “Severance Period” shall be the period of twelve (12) months following the Date of Termination; or, to leave in the employ case of an early termination by the Company any employee under Section 6(f) after Notice of Termination is communicated either (A) by the Company that is without Cause under Section 6(b)(ii) or (B) by the Executive with Good Reason under Section 6(c)(i), the period from the Section 6(f) Termination Date to the date originally specified in the Notice of Termination and for twelve (12) months thereafter. In the case of an employee of early termination by the Company at any time during under Section 6(f) after Notice of Termination is communicated by the Executive without Good Reason under Section 6(c)(ii), this Section 12 shall apply for the period beginning six months before from the Section 6(f) Termination Date to the date originally specified in the Notice of this Agreement Termination. If the Executive gives Notice of Termination under Section 6(c)(ii), and ending at the end of the Non-Compete Period; (ii) directly or indirectly solicit any customer of there is no early termination by the Company as to provided under Section 6(f), the restriction contained in this Section 12 shall end on the date originally specified in the Notice of Termination. If the Executive’s employment terminates under circumstances for which Employee obtained knowledge during his affiliation with a CIC award is provided under the CIC Policy (Section 8(d)), the restriction contained in this Section 12 shall end on the date originally specified in the Notice of Termination, regardless of whether there is an early termination by the Company as a member under Section 6(f). The parties acknowledge and agree that the Executive’s breach or threatened breach of any of the leadership team restrictions set forth in Sections 11 and 12 will result in irreparable and continuing damage to the Company for which there may be no adequate remedy at law and that the Company shall be entitled to equitable relief, including specific performance and injunctive relief as remedies for any breach or threatened or attempted breach. The Executive hereby consents to the grant of an injunction (temporary or otherwise) against the Executive or the entry of any other court order against the Executive prohibiting and enjoining him from violating, or directing him to comply with any provision of Sections 11 and 12. The Executive also agrees that such remedies shall be in addition to any and all remedies, including damages, available to the Company against him for such breaches or threatened or attempted breaches. The Executive acknowledges that he has received good and valuable consideration for the obligations contained in Sections 11 and 12. Violation by the Executive of any of the Company or with any affiliate of the Company; (iii) knowingly or recklessly interfere or attempt to interfere with any transaction restrictions contained in which the Company was involved during the term of this Agreement; or (iv) in any other way knowingly or recklessly interfere with the relationship between Sections 11 and 12 will give the Company and PartnerRe Ltd. the right to immediately terminate all future severance payments including any of its employees, customers or supplierspost termination exercise periods. (c) If any provision of this Section 8 is held to be invalid, illegal or unenforceable in any jurisdiction by any court of competent jurisdiction, then (i) such invalidity, illegality or unenforceability will not affect such provision with respect to any other jurisdiction, (ii) such invalidity, illegality or unenforceability will not affect any other provision of this Agreement with respect to such jurisdiction, and (iii) such court may modify such provision to make it valid, legal, and enforceable in such jurisdiction, and such provision will thereafter be enforced in its modified form in such jurisdiction.

Covenants Not to Compete or Interfere. (a) In view of the unique and valuable services that Employee has been engaged to provide to the Company and Employee's current and future knowledge of the Company's Proprietary Information, during the period beginning on the date of the closing of the Acquisition and ending on the earlier of (i) the two-year anniversary of the date on which Employee ceases to be employed by the Company and (ii) the two-year anniversary of the payment by PMCI of the Final Purchase Price Adjustment pursuant to Section 2.3(d) of the Stock Purchase Agreement (such period, the "Non- Non-Compete Period"), Employee will not Participate In any Competitive Advisory Business or any other business in which the Company is engaged, or has taken material steps to be engaged, at the time of such termination or expiration. Notwithstanding the foregoing, Employee will not be deemed to Participate In a business merely because he owns 5% or less of the outstanding stock of a corporation (measured in voting power or equity) if, at the time of his acquisition thereof, such stock is listed on a national securities exchange, is reported on Nasdaq, or is regularly traded in the over-the-counter market by a member of a national securities exchange. (b) During the Non-Compete Period, Employee will not (i) directly or indirectly cause, or attempt to cause, to leave the employ of the Company any employee of the Company that is an employee of the Company at any time during the period beginning six months before the date of this Agreement and ending at the end of the Non-Compete Period; (ii) directly or indirectly solicit any customer of the Company as to which Employee obtained knowledge during his affiliation with the Company as a member of the leadership team of the Company or with any affiliate of the Company; (iii) knowingly or recklessly interfere or attempt to interfere with any transaction in which the Company was involved during the term of this Agreement; or (iv) in any other way knowingly or recklessly interfere with the relationship between the Company and any of its employees, customers or suppliers. (c) If any provision of this Section 8 is held to be invalid, illegal or unenforceable in any jurisdiction by any court of competent jurisdiction, then (i) such invalidity, illegality or unenforceability will not affect such provision with respect to any other jurisdiction, (ii) such invalidity, illegality or unenforceability will not affect any other provision of this Agreement with respect to such jurisdiction, and (iii) such court may modify such provision to make it valid, legal, and enforceable in such jurisdiction, and such provision will thereafter be enforced in its modified form in such jurisdiction.