Common use of Employee Non-Solicit Clause in Contracts

Employee Non-Solicit. (a) From and after the Effective Time until the date that is one (1) year after the Effective Time (and unless a waiver is expressly granted in writing in advance by the Chief Human Resources Officer of Parent), SpinCo shall not and shall ensure that no Subsidiary of SpinCo, directly or indirectly, solicits for employment any employee of Parent or its Subsidiaries with title of “director” (or equivalent or higher) (the “Parent Restricted Employees”); provided, however, that nothing in this Section 5.6(a) will prohibit SpinCo or any of its Subsidiaries from (i) engaging in general solicitations to the public or general advertising not directly targeted at the Parent Restricted Employees, (ii) soliciting any person via a search firm or employment agency that is not instructed to specifically target Parent Restricted Employees, (iii) soliciting any person who has ceased to be employed by Parent or any of its Subsidiaries, or (iv) soliciting any person who initiates discussions regarding employment with SpinCo or any of its Subsidiaries without any direct or indirect solicitation by SpinCo or any of its Subsidiaries.