Common use of Covenants of the Employee Clause in Contracts

Covenants of the Employee. The Employee covenants that he/she will not, directly or indirectly, and except as specifically provided on Exhibit B of this Agreement: (a) during the Non-Compete Period, without the express prior written consent of the Board of Directors, as owner, officer, director, employee, stockholder, principal, consultant, agent, lender, guarantor, cosigner, investor, or trustee of any corporation, partnership, proprietorship, joint venture, association, or any other entity of any nature, engage, directly or indirectly, in the Business in any state in the United States or in any country in which the Employer or any of its Affiliates is conducting Business activities or has conducted Business activities in the twelve (12) months prior to termination, provided however, that the Employee may purchase or otherwise acquire for passive investment up to three percent (3%) of any class of securities of any such enterprise under Section 12(g) of the Securities Exchange Act of 1934; (b) whether for the Employee’s own account or for the account of any other person at any time during his/her employment with the Employer or its Affiliates (except for the account of the Employer and its Affiliates) and the Non-Compete Period, solicit from any person or entity that is a customer of the Employer Business of the same or similar type being carried on by the Employer or its Affiliates, whether or not the Employee had personal contact with such person or entity during the Employee’s employment with the Employer; (c) whether for the Employee’s own account or the account of any other person and at any time during his/her employment with the Employer or its Affiliates and the Non-Compete Period, (i) solicit, employ, or otherwise engage as an employee, independent contractor, or otherwise, any person who is an employee of the Employer or an Affiliate, or in any manner induce, or attempt to induce, any employee of the Employer or its Affiliates to terminate his/her employment with the Employer or its Affiliate; or (ii) interfere with the Employer’s or its Affiliate’s relationship with any person or entity that, at any time during the Employment Period, was an employee, contractor, supplier, or customer of the Employer or its Affiliate, provided however, that nothing herein shall prevent the Employee from offering employment to, or employing or otherwise engaging, any person who responds to an advertisement directed to the general public, or some segment thereof, and not specifically to such person; or (d) at any time after the termination of his/her employment, disparage the Employer or its Affiliates or any shareholders, directors, officers, employees, or agents of the Employer or any of its Affiliates, so long as the Employer does not disparage the Employee; provided, however, that notwithstanding the foregoing, paragraphs (a) and (b) of this Section 5.2 shall not apply if the Employee’s employment is terminated pursuant to Section 4.3(c) hereof. If any covenant in this Section 5.2 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Employee. The Employee hereby agrees that this covenant is a material and substantial part of this Agreement and that: (i) the geographic limitations are reasonable; (ii) the term of the covenant is reasonable; and (iii) the covenant is not made for the purpose of limiting competition per se and is reasonably related to a protectable business interest of the Employer. The period of time applicable to any covenant in this Section 5.2 will be extended by the duration of any violation by the Employee of such covenant.

Covenants of the Employee. The Employee covenants that he/she he will not, directly or indirectly, and except as specifically provided on Exhibit B of this Agreement: (a) during the Non-Compete Period, without the express prior written consent of the Board of Directors, as owner, officer, director, employee, stockholder, principal, consultant, agent, lender, guarantor, cosigner, investor, or trustee of any corporation, partnership, proprietorship, joint venture, association, or any other entity of any nature, engage, directly or indirectly, in the Business in any state in the United States or in any country in which the Employer or any of its Affiliates is conducting Business activities or has conducted Business activities in the twelve (12) months prior to termination, provided however, that the Employee may purchase or otherwise acquire for passive investment up to three five percent (35%) of any class of securities of any such enterprise under Section 12(g) of the Securities Exchange Act of 1934; (b) whether for the Employee’s own account or for the account of any other person at any time during his/her his employment with the Employer or its Affiliates (except for the account of the Employer and its Affiliates) and the Non-Compete Period, solicit from any person or entity that is a customer of the Employer Business of the same or similar type being carried on by the Employer or its Affiliates, whether or not the Employee had personal contact with such person or entity during the Employee’s employment with the Employer; (c) whether for the Employee’s own account or the account of any other person and at any time during his/her his employment with the Employer or its Affiliates and the Non-Compete Period, (i) solicit, employ, or otherwise engage as an employee, independent contractor, or otherwise, any person who is an employee of the Employer or an Affiliate, or in any manner induce, or attempt to induce, any employee of the Employer or its Affiliates to terminate his/her his employment with the Employer or its Affiliate; or (ii) interfere with the Employer’s or its Affiliate’s relationship with any person or entity that, at any time during the Employment Period, was an employee, contractor, supplier, or customer of the Employer or its Affiliate, provided however, that nothing herein shall prevent the Employee from offering employment to, or employing or otherwise engaging, any person who responds to an advertisement directed to the general public, or some segment thereof, and not specifically to such person; or (d) at any time after the termination of his/her his employment, disparage the Employer or its Affiliates or any shareholders, directors, officers, employees, or agents of the Employer or any of its Affiliates, so long as the Employer does not disparage the Employee; provided, however, that notwithstanding the foregoing, paragraphs paragraph (a) and (b) of this Section 5.2 shall not apply if the Employee’s employment is terminated pursuant to Section 4.3(c4.3(c)(i) hereof. If any covenant in this Section 5.2 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Employee. The Employee hereby agrees that this covenant is a material and substantial part of this Agreement and that: (i) the geographic limitations are reasonable; (ii) the term of the covenant is reasonable; and (iii) the covenant is not made for the purpose of limiting competition per se and is reasonably related to a protectable business interest of the Employer. The period of time applicable to any covenant in this Section 5.2 will be extended by the duration of any violation by the Employee of such covenant.

Covenants of the Employee. The In order to induce GTI to enter into this Agreement and employ the Employee, the Employee hereby covenants that he/she will and agrees as follows: (a) During the term of this Agreement, and for a period equal to six (6) months thereafter, the Employee shall not, without the prior written consent of GTI, directly or indirectlyindirectly through any other person or entity, own, acquire in any manner any ownership interest in (except purely passive investments amounting to no more than five percent (5%) of the voting equity), or serve as a director, officer, employee, counsel or consultant of any person, firm, partnership, corporation, consortium, association or other entity that competes with GTI or any of its direct or indirect affiliates, parents, or subsidiaries, in the Russian Federation or the Commonwealth of Independent States within such six (6) month period, with such six (6) month period under this section 13(a) increasing to nine (9) months following the completion by the Employee of one year of employment under this Agreement; (b) During the term of this Agreement, and for a subsequent period of six (6) months, the Employee shall not, without the prior written consent of GTI, directly or indirectly through any other person or entity, with such six (6) month period under this section 13(b) increasing to nine (9) months following the completion by the Employee of one year of employment: (i) solicit, entice, persuade or induce any individual who is at any time during the term of this Agreement, an officer, director or employee of GTI, or any of its subsidiaries or affiliates or parents, direct or indirect, to terminate or refrain from renewing or extending such person’s employment with GTI or such subsidiary or affiliate or parent, direct or indirect, or to become employed by, enter into contractual relations with, or become consultant to any other individual or entity, and the Employee shall not approach any such employee for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity; or (ii) except as specifically provided in accordance with the Employee’s duties on Exhibit B behalf of GTI, solicit, entice, persuade, or induce any individual or entity which currently is, or at any time during the term of this Agreement shall be, a customer, consultant, vendor, supplier, lessor or lessee of GTI, or any of its subsidiaries or affiliates or parents, direct or indirect, to terminate or refrain from renewing or extending its contractual or other relationship with GTI or such subsidiary or affiliate or parent, direct or indirect, and the Employee shall not approach any such customer, vendor, supplier, consultant, lessor or lessee for such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity. (c) The Employee shall not at any time during or after the term of this Agreement: (ai) during other than when required in the Non-Compete Periodordinary course of business of GTI, without the express prior written consent of the Board of Directors, as owner, officer, director, employee, stockholder, principal, consultant, agent, lender, guarantor, cosigner, investor, or trustee of any corporation, partnership, proprietorship, joint venture, association, or any other entity of any nature, engagedisclose, directly or indirectly, in any person, firm, corporation, partnership, association or other entity, any trade secret, or confidential information concerning the Business in any state in financial condition, suppliers, vendors, customers, lessors, or lessees, sources or leads for, and methods of obtaining, new business, or the United States methods generally of doing and operating the respective businesses of GTI or in any country in which its affiliates and subsidiaries and parents, direct or indirect, to the Employer degree such secret or any of its Affiliates information incorporates information that is conducting Business activities proprietary to, or has conducted Business activities in the twelve (12) months prior to termination, provided however, that the Employee may purchase or otherwise acquire for passive investment up to three percent (3%) of any class of securities of any such enterprise under Section 12(g) of the Securities Exchange Act of 1934; (b) whether for the Employee’s own account was developed specifically by or for the account of any other person at any time during his/her employment with the Employer or its Affiliates (GTI, except for the account of the Employer and its Affiliates) and the Non-Compete Period, solicit from any person or entity such information that is a customer matter of the Employer Business of the same or similar type being carried on by the Employer or its Affiliatespublic knowledge, whether or not was provided to the Employee had personal contact with such person or entity during the Employee’s employment with the Employer; (c) whether for the Employee’s own account or the account without breach of any other person and at any time during his/her employment with the Employer obligation of confidence owed to GTI) by a third party that is not a subsidiary or its Affiliates and the Non-Compete Periodaffiliate or parent, (i) solicitdirect or indirect, employof GTI, or otherwise engage as an employee, independent contractor, is required to be disclosed by law or otherwise, any person who is an employee of the Employer judicial or an Affiliate, or in any manner induce, or attempt to induce, any employee of the Employer or its Affiliates to terminate his/her employment with the Employer or its Affiliate; or (ii) interfere with the Employer’s or its Affiliate’s relationship with any person or entity that, at any time during the Employment Period, was an employee, contractor, supplier, or customer of the Employer or its Affiliate, provided however, that nothing herein shall prevent the Employee from offering employment to, or employing or otherwise engaging, any person who responds to an advertisement directed to the general public, or some segment thereof, and not specifically to such personadministrative process; or (dii) at make any time after the termination of his/her employmentoral or written statement about GTI and/or its financial status, disparage the Employer or its Affiliates or any shareholdersbusiness, compliance with laws, personnel, directors, officers, employeesconsultants, services, business methods or agents of otherwise, which are intended or reasonably likely to disparage GTI or otherwise degrade its reputation in the Employer business or any of its Affiliates, so long as legal community in which it operates or in the Employer does not disparage the Employee; provided, however, that notwithstanding the foregoing, paragraphs telecommunications industry. (ad) and (b) of this Section 5.2 shall not apply if the Employee’s employment is terminated pursuant to Section 4.3(c) hereof. If any covenant in this Section 5.2 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Employee. The Employee hereby agrees represents that this covenant is a material and substantial part of this Agreement and that: (i) the geographic limitations are reasonableEmployee is not restricted in any material way from performing the Employee’s duties hereunder as the result of any contract, agreement or law; and (ii) the term Employee’s due performance of the covenant is reasonable; Employee’s duties hereunder does not and (iii) will not violate the covenant is not made for the purpose of limiting competition per se and is reasonably related to a protectable business interest of the Employer. The period of time applicable to any covenant in this Section 5.2 will be extended by the duration terms of any violation by agreement to which the Employee of such covenantis bound.

Covenants of the Employee. The Employee covenants that he/she he will not, directly or indirectly, and except as specifically provided on Exhibit B of this Agreement: (a) during the Non-Compete Period, without the express prior written consent of the Board of Directors, as owner, officer, director, employee, stockholder, principal, consultant, agent, lender, guarantor, cosigner, investor, investor or trustee of any corporation, partnership, proprietorship, joint venture, association, association or any other entity of any nature, engage, directly or indirectly, in the Business in any state in the United States or (i) in any country county in any state, or any county contiguous with a county, in which the Employer or any of its Affiliates is conducting Business activities or has conducted Business activities in the prior twelve (12) months prior to terminationmonths, provided and (ii) any county in which the Employer of any of its Affiliates is conducting other business; provided, however, that the Employee may purchase or otherwise acquire for passive investment up to three percent (3%) of any class of securities of any such enterprise under Section 12(g) of the Securities Exchange Act of 1934; (b) whether for the Employee’s 's own account or for the account of any other person at any time during his/her his employment with the Employer or its Affiliates (except for the account of the Employer and its Affiliates) and the Non-Compete Period, solicit from any person or entity that is a customer of the Employer Business of the same or similar type being carried on by the Employer or its Affiliates, whether or not the Employee had personal contact with such person or entity during the Employee’s 's employment with the Employer; (c) whether for the Employee’s 's own account or the account of any other person and at any time during his/her his employment with the Employer or its Affiliates and the Non-Compete Period, (i) solicit, employ, or otherwise engage as an employee, independent contractor, contractor or otherwise, any person who is an employee of the Employer or an Affiliate, or in any manner induce, or attempt to induce, any employee of the Employer or its Affiliates to terminate his/his or her employment with the Employer or its Affiliate; or (ii) interfere with the Employer’s 's or its Affiliate’s 's relationship with any person or entity that, at any time during the Employment Period, was an employee, contractor, supplier, supplier or customer of the Employer or its Affiliate, provided however, that nothing herein shall prevent the Employee from offering employment to, or employing or otherwise engaging, any person who responds to an advertisement directed to the general public, or some segment thereof, and not specifically to such person; or (d) at any time after the termination of his/her his employment, disparage the Employer or its Affiliates or any shareholders, directors, officers, employees, or agents of the Employer or any of its Affiliates, so long as the Employer does not disparage the Employee; provided, however, that notwithstanding the foregoing, paragraphs (a) and (b) of this Section 5.2 shall not apply if the Employee’s 's employment is terminated pursuant to Section 4.3(c4.3(d) hereof. If any covenant in this Section 5.2 is held to be unreasonable, arbitrary, arbitrary or against public policy, such covenant will be considered to be divisible with respect to scope, time, time and geographic area, and such lesser scope, time, time or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, arbitrary and not against public policy, will be effective, binding, binding and enforceable against the Employee. The Employee hereby agrees that this covenant is a material and substantial part of this Agreement and that: (i) the geographic limitations are reasonable; (ii) the term of the covenant is reasonable; and (iii) the covenant is not made for the purpose of limiting competition per se and is reasonably related to a protectable business interest of the Employer. The period of time applicable to any covenant in this Section 5.2 will be extended by the duration of any violation by the Employee of such covenant.

Covenants of the Employee. The In order to induce GTI to enter into this Agreement and employ the Employee, the Employee hereby covenants that he/she will and agrees as follows: (a) During the term of this Agreement, and for a period equal to six (6) months thereafter, the Employee shall not, without the prior written consent of GTI, directly or indirectlyindirectly through any other person or entity, own, acquire in any manner any ownership interest in (except purely passive investments amounting to no more than five percent (5%) of the voting equity), or serve as a director, officer, employee, counsel or consultant of any person, firm, partnership, corporation, consortium, association or other entity that competes with GTI or any of its direct or indirect affiliates, parents, or subsidiaries, in the Russian Federation or the Commonwealth of Independent States within such six (6) month period, with such six (6) month period under this section 14(a) increasing to nine (9) months following the completion by the Employee of one year of employment under this Agreement; (b) During the term of this Agreement, and for a subsequent period of six (6) months, the Employee shall not, without the prior written consent of GTI, directly or indirectly through any other person or entity, with such six (6) month period under this section 14(b) increasing to nine (9) months following the completion by the Employee of one year of employment: (c) solicit, entice, persuade or induce any individual who is at any time during the term of this Agreement, an officer, director or employee of GTI, or any of its subsidiaries or affiliates or parents, direct or indirect, to terminate or refrain from renewing or extending such person’s employment with GTI or such subsidiary or affiliate or parent, direct or indirect, or to become employed by, enter into contractual relations with, or become consultant to any other individual or entity, and the Employee shall not approach any such employee for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity; or (d) except as specifically provided in accordance with the Employee’s duties on Exhibit B behalf of GTI, solicit, entice, persuade, or induce any individual or entity which currently is, or at any time during the term of this Agreement shall be, a customer, consultant, vendor, supplier, lessor or lessee of GTI, or any of its direct or indirect subsidiaries or business units, to terminate or refrain from renewing or extending its contractual or other relationship with GTI or any such direct or indirect subsidiary or business unit of GTI, and the Employee shall not approach any such customer, vendor, supplier, consultant, lessor or lessee for such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity. (e) The Employee shall not at any time during or after the term of this Agreement: (ai) during other than when required in the Non-Compete Periodordinary course of business of GTI, without the express prior written consent of the Board of Directors, as owner, officer, director, employee, stockholder, principal, consultant, agent, lender, guarantor, cosigner, investor, or trustee of any corporation, partnership, proprietorship, joint venture, association, or any other entity of any nature, engagedisclose, directly or indirectly, in any person, firm, corporation, partnership, association or other entity, any trade secret, or confidential information concerning the Business in any state in financial condition, suppliers, vendors, customers, lessors, or lessees, sources or leads for, and methods of obtaining, new business, or the United States methods generally of doing and operating the respective businesses of GTI or in any country in which its direct or indirect subsidiaries and business units to the Employer degree such secret or any of its Affiliates information incorporates information that is conducting Business activities proprietary to, or has conducted Business activities in the twelve (12) months prior to termination, provided however, that the Employee may purchase or otherwise acquire for passive investment up to three percent (3%) of any class of securities of any such enterprise under Section 12(g) of the Securities Exchange Act of 1934; (b) whether for the Employee’s own account was developed specifically by or for the account of any other person at any time during his/her employment with the Employer or its Affiliates (GTI, except for the account of the Employer and its Affiliates) and the Non-Compete Period, solicit from any person or entity such information that is a customer matter of the Employer Business of the same or similar type being carried on by the Employer or its Affiliatespublic knowledge, whether or not was provided to the Employee had personal contact with such person or entity during the Employee’s employment with the Employer; (c) whether for the Employee’s own account or the account without breach of any other person and at any time during his/her employment with the Employer obligation of confidence owed to GTI) by a third party that is not a direct or its Affiliates and the Non-Compete Period, (i) solicit, employindirect subsidiary or business unit of GTI, or otherwise engage as an employee, independent contractor, is required to be disclosed by law or otherwise, any person who is an employee of the Employer judicial or an Affiliate, or in any manner induce, or attempt to induce, any employee of the Employer or its Affiliates to terminate his/her employment with the Employer or its Affiliate; or (ii) interfere with the Employer’s or its Affiliate’s relationship with any person or entity that, at any time during the Employment Period, was an employee, contractor, supplier, or customer of the Employer or its Affiliate, provided however, that nothing herein shall prevent the Employee from offering employment to, or employing or otherwise engaging, any person who responds to an advertisement directed to the general public, or some segment thereof, and not specifically to such personadministrative process; or (dii) at make any time after the termination of his/her employmentoral or written statement about GTI and/or its financial status, disparage the Employer or its Affiliates or any shareholdersbusiness, compliance with laws, personnel, directors, officers, employeesconsultants, services, business methods or agents of otherwise, which are intended or reasonably likely to disparage GTI or otherwise degrade its reputation in the Employer business or any of its Affiliates, so long as legal community in which it operates or in the Employer does not disparage the Employee; provided, however, that notwithstanding the foregoing, paragraphs telecommunications industry. (af) and (b) of this Section 5.2 shall not apply if the Employee’s employment is terminated pursuant to Section 4.3(c) hereof. If any covenant in this Section 5.2 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Employee. The Employee hereby agrees represents that this covenant is a material and substantial part of this Agreement and that: (i) the geographic limitations are reasonableEmployee is not restricted in any material way from performing the Employee’s duties hereunder as the result of any contract, agreement or law; and (ii) the term Employee’s due performance of the covenant is reasonable; Employee’s duties hereunder does not and (iii) will not violate the covenant is not made for the purpose of limiting competition per se and is reasonably related to a protectable business interest of the Employer. The period of time applicable to any covenant in this Section 5.2 will be extended by the duration terms of any violation by agreement to which the Employee of such covenantis bound.