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

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 (the period between the date of “Notice of Termination” and “Date of Termination”) 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) Solicit, encourage, induce or accept business (i) from any clients of the Company or its affiliates, (ii) from any prospective clients whose business the Company or any of its affiliates is in the process of soliciting at the time of the Executive’s termination, or (iii) from any former clients which had been doing business with the Company or its affiliates within one year prior to the Executive’s termination; (b) Solicit or hire any employee of the Company or its affiliates to terminate such employee’s employment with the Company; provided (c) Nothing contained in this Section 12 shall prohibit the Executive from making investments in or from serving as an officer or employee of a firm or corporation which is not directly or indirectly engaged in the same type of business as the Company. The parties acknowledge and agree that the Executive’s breach or threatened breach of any of the 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 restrictions contained in Sections 11 and 12 will give the Company the right to immediately terminate all future severance payments including any post termination exercise periods.

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 (the period between the date of “Notice of Termination” and “Date of Termination”) 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) Solicit, encourage, induce or accept business (i) from any clients of the Company or its affiliates, (ii) from any prospective clients whose business the Company or any of its affiliates is in the process of soliciting at the time of the Executive’s termination, or (iii) from any former clients which had been doing business with the Company or its affiliates within one year prior to the Executive’s termination; (b) Solicit or hire any employee of the Company or its affiliates to terminate such employee’s employment with the Company; provided (c) Nothing contained in this Section 12 shall prohibit During the vesting period of all outstanding equity awards the Executive from making investments in or from serving will not be permitted to serve as an officer officer, employee or employee director of a firm or corporation which is not directly or indirectly engaged in the same type of business as the Company. Company or the insurance or reinsurance industry, unless the Executive receives clearance from the President & Chief Executive Officer of PartnerRe Ltd. The parties acknowledge and agree that the Executive’s breach or threatened breach of any of the 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 restrictions contained in Sections 11 and 12 will give the Company the right to immediately terminate all future severance payments including any post termination exercise periods.

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 (the period between the date of “Notice of Termination” and “Date of Termination”) 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) Solicit, encourage, induce Solicit or accept business (i) from any clients of the Company or its affiliates, (ii) from any prospective clients whose business the Company or any of its affiliates is in the process of soliciting at the time of the Executive’s 's termination, or (iii) from any former clients which had been doing business with the Company or its affiliates within one year prior to the Executive’s termination; (b) Solicit or hire any employee of the Company or its affiliates to terminate such employee’s 's employment with the Company; providedor (c) Nothing contained in this Section 12 shall prohibit the Executive from making investments in or from serving as an officer or employee of a firm or corporation which is not directly or indirectly engaged in the same type of business as the Company. The parties acknowledge and agree that the Executive’s breach or threatened breach of any of the 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 restrictions contained in Sections 11 and 12 will give the Company the right to immediately terminate all future severance payments including any post termination exercise periods.

Covenants Not to Compete or Interfere. In consideration During the term of the benefits and entitlements provided by this Agreement, the Executive agrees thatincluding any extensions, during his employment hereunder and for a period ending twelve (12) months from and after the duration termination of the Severance Period Employee's employment hereunder, the Employee shall not (the period between the date of “Notice of Termination” and “Date of Termination”) 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 whether as an officer, director, owner, employee, agentpartner or other direct or indirect participant) engage in any in Competitive Business. "Competitive Business" shall mean the manufacturing, associate supplying, producing, selling, distributing or consultant providing for sale of any personorthopaedic product, firm device or corporation: (a) Solicit, encourage, induce instrument manufactured or accept business (i) from any clients of sold by the Company or its affiliates, (ii) from any prospective clients whose business the Company subsidiaries or any of its affiliates is in the process of soliciting at the time of the Executive’s termination, or (iii) from any former clients which had been doing business with clinical development sponsored by the Company or its affiliates within one year prior subsidiaries, in each case, as of the date of termination of the Employee's employment. For such period, the Employee shall also not interfere with, disrupt or attempt to disrupt the Executive’s termination; (b) Solicit relationship, contractual or hire otherwise, between the Company or its subsidiaries and any customer, supplier, lessor, lessee or employee of the Company or its affiliates to terminate such employee’s employment with subsidiaries. It is the Company; provided (c) Nothing contained in this Section 12 shall prohibit intent of the Executive from making investments in or from serving as an officer or employee of a firm or corporation which is not directly or indirectly engaged in the same type of business as the Company. The parties acknowledge and agree that the Executive’s breach or threatened breach of any of the restrictions agreement set forth in Sections this paragraph 11 apply in all parts of the world. Employee agrees that a monetary remedy for a breach of the agreement set forth in this paragraph 11 will be inadequate and 12 will result in irreparable impracticable and continuing damage to further agrees that such a breach would cause the Company for which there may be no adequate remedy at law irreparable harm, and that the Company shall be entitled to equitable temporary and permanent injunctive relief without the necessity of proving actual damages. In the event of such a breach, Employee agrees that the Company shall be entitled to such injunctive relief, including specific performance temporary restraining orders, preliminary injunctions and injunctive relief permanent injunctions as remedies for any breach or threatened or attempted breacha court of competent jurisdiction shall determine. The Executive hereby consents It is the desire and intent of the parties that the provisions of this paragraph 11 shall be enforced to the grant fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion 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 this paragraph 11 and 12. The Executive also agrees that such remedies shall be in addition adjudicated to any and all remediesbe invalid or unenforceable, including damagesthis paragraph 11 shall be deemed curtailed, available whether as to time or location, to the Company against him minimum extent required for its validity under the applicable law and shall be binding and enforceable with respect to the Employee as so curtailed, such breaches curtailment to apply only with respect to the operation of this paragraph in the particular jurisdiction in which such adjudication is made. If a court in any jurisdiction, in adjudicating the validity of this paragraph 11, imposes any additional terms or threatened restrictions which respect to the agreement set forth in this paragraph 11, this paragraph 11 shall be deemed amended to incorporate such additional terms 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 restrictions contained in Sections 11 and 12 will give the Company the right to immediately terminate all future severance payments including any post termination exercise periodsrestrictions.

Covenants Not to Compete or Interfere. In consideration of the benefits and entitlements provided by this Agreement, the Executive agrees that, during his her employment hereunder and for the duration of the Severance Period (the period between the date of “Notice of Termination” and “Date of Termination”) he she 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) Solicit, encourage, induce or accept business (i) from any clients of the Company or its affiliates, (ii) from any prospective clients whose business the Company or any of its affiliates is in the process of soliciting at the time of the Executive’s 's termination, or (iii) from any former clients which had been doing business with the Company or its affiliates within one year prior to the Executive’s termination; (b) Solicit or hire any employee of the Company or its affiliates to terminate such employee’s 's employment with the Company; provided (c) Nothing contained in this Section 12 shall prohibit the Executive from making investments in or from serving as an officer or employee of a firm or corporation which is not directly or indirectly engaged in the same type of business as the Company. The parties acknowledge and agree that the Executive’s breach or threatened breach of any of the 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 her from violating, or directing him her 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 her for such breaches or threatened or attempted breaches. The Executive acknowledges that he she has received good and valuable consideration for the obligations contained in Sections 11 and 12. Violation by the Executive of any of the restrictions contained in Sections 11 and 12 will give the Company the right to immediately terminate all future severance payments including any post termination exercise periods.

Covenants Not to Compete or Interfere. In consideration For a period ending twelve (12) months from and after the termination of the benefits and entitlements provided by this AgreementEmployee's employment hereunder, the Executive agrees that, during his employment hereunder and for the duration of the Severance Period Employee shall not (the period between the date of “Notice of Termination” and “Date of Termination”) 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 whether as an officer, director, owner, employee, agentpartner or other direct or indirect participant) engage in any Competitive Business. "Competitive Business" shall mean the manufacturing, associate supplying, producing, selling, distributing or consultant providing for sale of any personorthopaedic product, firm device or corporation: (a) Solicit, encourage, induce instrument manufactured or accept business (i) from any clients of sold by the Company or its affiliates, (ii) from any prospective clients whose business the Company subsidiaries or any of its affiliates is in the process of soliciting at the time of the Executive’s termination, or (iii) from any former clients which had been doing business with clinical development sponsored by the Company or its affiliates within one year prior subsidiaries, in each case, as of the date of termination of the Employee's employment. For such period, the Employee shall also not interfere with, disrupt or attempt to disrupt the Executive’s termination; (b) Solicit relationship, contractual or hire otherwise, between the Company or its subsidiaries and any customer, supplier, lessor, leasee or employee of the Company or its affiliates to terminate such employee’s employment with subsidiaries. It is the Company; provided (c) Nothing contained in this Section 12 shall prohibit intent of the Executive from making investments in or from serving as an officer or employee of a firm or corporation which is not directly or indirectly engaged in the same type of business as the Company. The parties acknowledge and agree that the Executive’s breach or threatened breach of any of the restrictions agreement set forth in Sections 11 this paragraph 10 apply in the United States only. Employee agrees that a monetary remedy for a breach of the agreement set forth in this paragraph 10 will be inadequate and 12 will result in irreparable impracticable and continuing damage to further agrees that such a breach would cause the Company for which there may be no adequate remedy at law irreparable harm, and that the Company shall be entitled to equitable temporary and permanent injunctive relief without the necessity of proving actual damages. In the event of such a breach, Employee agrees that the Company shall be entitled to such injunctive relief, including specific performance temporary restraining orders, preliminary injunctions and injunctive relief permanent injunctions as remedies for any breach or threatened or attempted breacha court of competent jurisdiction shall determine. The Executive hereby consents It is the desire and intent of the parties that the provisions of this paragraph 10 shall be enforced to the grant fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion 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 this paragraph 10 shall be in addition adjudicated to any and all remediesbe invalid or unenforceable, including damagesthis paragraph 10 shall be deemed curtailed, available whether as to time or location, to the Company against him minimum extent required for its validity under the applicable law and shall be binding and enforceable with respect to the Employee as so curtailed, such breaches curtailment to apply only with respect to the operation of this paragraph in the particular jurisdiction in which such adjudication is made. If a court in any jurisdiction, in adjudicating the validity of this paragraph 10, imposes any additional terms or threatened restrictions with respect to the agreement set forth in this paragraph 10, this paragraph 10 shall be deemed amended to incorporate such additional terms 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 restrictions contained in Sections 11 and 12 will give the Company the right to immediately terminate all future severance payments including any post termination exercise periodsrestrictions.

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 (the period between the date of “Notice of Termination” and “Date of Termination”) 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) Solicit, encourage, induce or accept business (i) from any clients of the Company or its affiliates, (ii) from any prospective clients whose business the Company or any of its affiliates is in the process of soliciting at the time of the Executive’s termination, or (iii) from any former clients which had been doing business with the Company or its affiliates within one year prior to the Executive’s termination; (b) Solicit or hire any employee of the Company or its affiliates to terminate such employee’s employment with the Company; provided (c) Nothing contained in this Section 12 shall prohibit During the vesting period of all outstanding equity awards the Executive from making investments in or from serving will not be permitted to serve as an officer or employee of a firm or corporation which is not directly or indirectly engaged in the same type of business as the CompanyCompany or the insurance or reinsurance industry, unless the Executive receives clearance from the President & Chief Executive Officer of PartnerRe Ltd. Provided at all times the Executive complies with Sections 11 and 12, the Executive shall be permitted to serve as a director or consultant (i.e. an external advisor for specific projects or matters) with a firm or corporation which is directly or indirectly engaged in the same type of business as the Company or the insurance or reinsurance industry, without requiring clearance from the President & Chief Executive Officer of PartnerRe Ltd, following his termination of employment with the Company by reason of retirement. The parties acknowledge and agree that the Executive’s breach or threatened breach of any of the 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 restrictions contained in Sections 11 and 12 will give the Company the right to immediately terminate all future severance payments including any post termination exercise periods.

Covenants Not to Compete or Interfere. In consideration For a period ending twelve (12) months from and after the termination of the benefits and entitlements provided by this AgreementEmployee's employment hereunder, the Executive agrees that, during his employment hereunder and for the duration of the Severance Period Employee shall not (the period between the date of “Notice of Termination” and “Date of Termination”) 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 whether as an officer, director, owner, employee, agentpartner or other direct or indirect participant) engage in any Competitive Business. "Competitive Business" shall mean the manufacturing, associate supplying, producing, selling, distributing or consultant providing for sale of any personorthopaedic product, firm device or corporation: (a) Solicit, encourage, induce instrument manufactured or accept business (i) from any clients of sold by the Company or its affiliates, (ii) from any prospective clients whose business the Company subsidiaries or any of its affiliates is in the process of soliciting at the time of the Executive’s termination, or (iii) from any former clients which had been doing business with clinical development sponsored by the Company or its affiliates within one year prior subsidiaries, of each case, as of the date of termination of the Employee's employment. For such period, the Employee shall also not interfere with, disrupt or attempt to disrupt the Executive’s termination; (b) Solicit relationship, contractual or hire otherwise, between the Company or its subsidiaries and any customer, supplier, lessor, leasee or employee of the Company or its affiliates to terminate such employee’s employment with subsidiaries. It is the Company; provided (c) Nothing contained in this Section 12 shall prohibit intent of the Executive from making investments in or from serving as an officer or employee of a firm or corporation which is not directly or indirectly engaged in the same type of business as the Company. The parties acknowledge and agree that the Executive’s breach or threatened breach of any of the restrictions agreement set forth in Sections 11 this paragraph 10 apply in the International Markets only. Employee agrees that a monetary remedy for a breach of the agreement set forth in this paragraph 10 will be inadequate and 12 will result in irreparable impracticable and continuing damage to further agrees that such a breach would cause the Company for which there may be no adequate remedy at law irreparable harm, and that the Company shall be entitled to equitable temporary and permanent injunctive relief without the necessity of proving actual damages. In the event of such a breach, Employee agrees that the Company shall be entitled to such injunctive relief, including specific performance temporary restraining orders, preliminary injunctions and injunctive relief permanent injunctions as remedies for any breach or threatened or attempted breacha court of competent jurisdiction shall determine. The Executive hereby consents It is the desire and intent of the parties that the provisions of this paragraph 10 shall be enforced to the grant fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion 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 this paragraph 10 shall be in addition adjudicated to any and all remediesbe invalid or unenforceable, including damagesthis paragraph 10 shall be deemed curtailed, available whether as to time or location, to the Company against him minimum extent required for its validity under the applicable law and shall be binding and enforceable with respect to the Employee as so curtailed, such breaches curtailment to apply only with respect to the operation of this paragraph in the particular jurisdiction in which such adjudication is made. If a court in any jurisdiction, in adjudicating the validity of this paragraph 10, imposes any additional terms or threatened restrictions with respect to the agreement set forth, in this paragraph 10, this paragraph 10 shall be deemed amended to incorporate such additional terms 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 restrictions contained in Sections 11 and 12 will give the Company the right to immediately terminate all future severance payments including any post termination exercise periodsrestrictions.

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 (the period between the date of “Notice of Termination” and “Date of Termination”) 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) Solicit, encourage, induce or accept business (i) from any clients of the Company or its affiliates, (ii) from any prospective clients whose business the Company or any of its affiliates is in the process of soliciting at the time of the Executive’s 's termination, or (iii) from any former clients which had been doing business with the Company or its affiliates within one year prior to the Executive’s termination; (b) Solicit or hire any employee of the Company or its affiliates to terminate such employee’s 's employment with the Company; provided (c) Nothing contained in this Section 12 shall prohibit the Executive from making investments in or from serving as an officer or employee of a firm or corporation which is not directly or indirectly engaged in the same type of business as the Company. The parties acknowledge and agree that the Executive’s breach or threatened breach of any of the 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 restrictions contained in Sections 11 and 12 will give the Company the right to immediately terminate all future severance payments including any post termination exercise periods.

Covenants Not to Compete or Interfere. (a) In consideration view of the benefits unique and entitlements provided valuable services of Consultant which Vendor has been engaged by this Agreement, the Executive agrees that, during his employment hereunder Company to provide to the Company and for the duration Consultant's and Vendor's current and future knowledge of the Severance Period (the period between the date of “Notice of Termination” Company's Proprietary Information, Vendor and “Date of Termination”) he Consultant 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) Solicit, encourage, induce or accept business (i) from any clients of during the Company or its affiliates, term hereof and (ii) from for two years after the termination or expiration hereof (or, if this Agreement is terminated under Section 6(d) and Vendor receives termination payments, during the period such payments are received), Participate In the electronic contract manufacturing business and any prospective clients whose other business in which the Company is engaged, or any of its affiliates is in the process of soliciting has taken material steps to be engaged, at the time of such termination or expiration. Notwithstanding the Executive’s terminationforegoing, Vendor or Consultant will not be deemed to Participate In a business merely because Vendor or Consultant owns less than 5% of the outstanding stock of a corporation (iii) from any former clients which had been doing business with measured in voting power or equity), if, at the Company time of its acquisition by Vendor or its affiliates within one year prior to Consultant, such stock is listed on a national securities exchange or is reported on the Executive’s termination;Nasdaq National Market. (b) Solicit During the period specified in Section 8(a) and in no event less than two years after any termination or expiration of this Agreement, Vendor and Consultant will not (i) directly or indirectly cause or attempt to 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 to work for any entity of which Consultant is an officer, director, employee, consultant, independent contractor or its affiliates owner of an equity or other financial interest; or (iv) interfere or attempt to terminate such employee’s employment interfere with any transaction in which the Company; providedCompany was involved during the term of this Agreement. (c) Nothing If any restriction contained in this Section 12 shall prohibit 8 is deemed to be invalid, illegal or unenforceable by a court of competent jurisdiction by reason of its duration, geographical scope or otherwise, then such provision will be deemed reduced in extent, duration, geographical scope or otherwise by the Executive from making investments in or from serving as an officer or employee of a firm or corporation which is not directly or indirectly engaged in minimum reduction necessary to cause the same type of business as the Companyrestriction to be enforceable. The parties Injunctive Relief. Vendor and Consultant acknowledge and agree that the Executive’s breach or threatened breach by Vendor or Consultant of any of the provisions of Section 7 or 8 would cause the Company irreparable harm. Upon the breach or threatened breach of any of the restrictions set forth in Sections 11 and 12 will result in irreparable and continuing damage to provisions of Section 7 or 8, the Company for which there may be no adequate remedy at law and that the Company shall will be entitled to equitable reliefan injunction, including specific performance and injunctive relief as without bond, restraining Vendor or Consultant from committing such breach. This right shall not be construed to limit the Company's ability to obtain any other remedies available to it for any such 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 the recovery of 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 restrictions contained in Sections 11 and 12 will give the Company the right to immediately terminate all future severance payments including any post termination exercise periods.

Covenants Not to Compete or Interfere. In consideration During the term of the benefits and entitlements provided by this Agreement, the Executive agrees thatincluding any extensions, during his employment hereunder and for a period ending twenty-four (24) months from and after the duration termination of the Severance Period Employee's employment hereunder, the Employee shall not (the period between the date of “Notice of Termination” and “Date of Termination”) 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 whether as an officer, director, owner, employee, agentpartner or other direct or indirect participant) engage in any in Competitive Business, associate "Competitive Business" shall mean the manufacturing, supplying, producing, selling, distributing or consultant providing for sale of any personorthopaedic product, firm device or corporation: (a) Solicit, encourage, induce instrument manufactured or accept business (i) from any clients of sold by the Company or its affiliates, (ii) from any prospective clients whose business the Company subsidiaries or any of its affiliates is in the process of soliciting at the time of the Executive’s termination, or (iii) from any former clients which had been doing business with clinical development sponsored by the Company or its affiliates within one year prior subsidiaries, in each case, as of the date of termination of the Employee's employment. For such period, the Employee shall also not interfere with, disrupt or attempt to disrupt the Executive’s termination; (b) Solicit relationship, contractual or hire otherwise, between the Company or its subsidiaries and any customer, supplier, lessor, lessee or employee of the Company or its affiliates to terminate such employee’s employment with subsidiaries. It is the Company; provided (c) Nothing contained in this Section 12 shall prohibit intent of the Executive from making investments in or from serving as an officer or employee of a firm or corporation which is not directly or indirectly engaged in the same type of business as the Company. The parties acknowledge and agree that the Executive’s breach or threatened breach of any of the restrictions agreement set forth in Sections this paragraph 11 apply in all parts of the world. Employee agrees that a monetary remedy for a breach of the agreement set forth in this paragraph 11 will be inadequate and 12 will result in irreparable impracticable and continuing damage to further agrees that such a breach would cause the Company for which there may be no adequate remedy at law irreparable harm, and that the Company shall be entitled to equitable temporary and permanent injunctive relief without the necessity of proving actual damages. In the event of such a breach, Employee agrees that the Company shall be entitled to such injunctive relief, including specific performance temporary restraining orders, preliminary injunctions and injunctive relief permanent injunctions as remedies for any breach or threatened or attempted breacha court of competent jurisdiction shall determine. The Executive hereby consents It is the desire and intent of the parties that the provisions of this paragraph 11 shall be enforced to the grant fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion 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 this paragraph 11 and 12. The Executive also agrees that such remedies shall be in addition adjudicated to any and all remediesbe invalid or unenforceable, including damagesthis paragraph 11 shall be deemed curtailed, available whether as to time or location, to the Company against him minimum extent required for its validity under the applicable law and shall be binding and enforceable with respect to the Employee as so curtailed, such breaches curtailment to apply only with respect to the operation of this paragraph in the particular jurisdiction in which such adjudication is made. If a court in any jurisdiction, in adjudicating the validity of this paragraph 11, imposes any additional terms or threatened restrictions which respect to the agreement set forth in this paragraph 11, this paragraph 11 shall be deemed amended to incorporate such additional terms 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 restrictions contained in Sections 11 and 12 will give the Company the right to immediately terminate all future severance payments including any post termination exercise periodsrestrictions.