Common use of Employee Non-Solicitation Clause in Contracts

Employee Non-Solicitation. (a) Neither Sellers nor any of their Controlled Affiliates shall, directly or indirectly, solicit for employment or employ (i) any Covered Continuing Employee during the period beginning on the Closing Date and ending on the date that is two (2) years after the Closing Date and (ii) any Continuing Employee who is not a Covered Continuing Employee during the period beginning on the Closing Date and ending on the date that is one (1) year after the Closing Date; provided, however, that nothing herein shall be deemed to prohibit any of Sellers or their Controlled Affiliates (or any of their Controlled Affiliates) from conducting any general solicitation or general recruitment effort conducted by a third party and not targeted at any such Continuing Employees or prohibit the solicitation or employment of any Continuing Employee that was terminated by Purchaser or any of its Affiliates (including, after Closing, the Bank and the Transferred Subsidiaries). From the date of this Agreement through the Closing Date, neither Sellers nor any of their Controlled Affiliates shall, directly or indirectly, solicit for employment or employ at Sellers or any of their Controlled Affiliates (other than the Bank and the Transferred Subsidiaries) any Business Employee; provided, however, that nothing herein shall be deemed to prohibit any of Sellers or their Controlled Affiliates (or any of their Controlled Affiliates) from conducting any general solicitation or general recruitment effort conducted by a third party and not targeted at any such Business Employees. (b) During the period beginning on the Closing Date and ending on the date that is twelve (12) months after the Closing Date, neither Purchaser nor any of its Controlled Affiliates (including, after Closing, the Bank and the Transferred Subsidiaries) shall, directly or indirectly, solicit for employment any employee of Sellers or any of their Controlled Affiliates (including the Excluded Employees) of whom Purchaser or any of its Controlled Affiliates was made aware, or with whom Purchaser or any of its Controlled Affiliates came into contact, in connection with the Transactions; provided, however, that nothing herein shall be deemed to prohibit any of Purchaser or any of its Controlled Affiliates from conducting any general solicitation or general recruitment effort conducted by a third party and not specifically targeted at any such employee of Sellers or their Controlled Affiliates (including the Excluded Employees) or prohibit the solicitation or employment of any such employee that was terminated by Sellers or any of their Affiliates.

Employee Non-Solicitation. (a) Neither Sellers nor any of their Controlled Affiliates shallPluto agrees that, directly or indirectly, solicit for employment or employ (i) any Covered Continuing Employee during the period beginning on the Closing Date from and ending on after the date that is two (2) years after the Closing Date and (ii) any Continuing Employee who is not a Covered Continuing Employee during the period beginning on the Closing Date and ending on the date that is one (1) year after the Closing Date; provided, however, that nothing herein shall be deemed to prohibit any of Sellers or their Controlled Affiliates (or any of their Controlled Affiliates) from conducting any general solicitation or general recruitment effort conducted by a third party and not targeted at any such Continuing Employees or prohibit the solicitation or employment of any Continuing Employee that was terminated by Purchaser or any of its Affiliates (including, after Closing, the Bank and the Transferred Subsidiaries). From the date of this Agreement through the Closing Date, neither Sellers nor any of their Controlled Affiliates shall, directly or indirectly, solicit for employment or employ at Sellers or any of their Controlled Affiliates (other than the Bank and the Transferred Subsidiaries) any Business Employee; provided, however, that nothing herein shall be deemed to prohibit any of Sellers or their Controlled Affiliates (or any of their Controlled Affiliates) from conducting any general solicitation or general recruitment effort conducted by a third party and not targeted at any such Business Employees. (b) During the period beginning on the Closing Date and ending on hereof until the date that is twelve (12) months after the Closing Date, neither Purchaser nor any it shall not, and shall cause its Subsidiaries not to, without the prior written consent of its Controlled Affiliates (includingUtah and, after Closingfollowing the Closing Date, the Bank and the Transferred Subsidiaries) shallSpinco, directly or indirectly, solicit for employment or offer to hire or hire any employee employees at the level of Sellers Senior Director or higher of Utah or, following the Closing Date, Spinco (collectively, the “Utah Covered Employees”), or otherwise cause or seek to cause any Utah Covered Employees to leave the employ of their Controlled Affiliates (including the Excluded Employees) of whom Purchaser Utah or any of its Controlled Affiliates was made awareAffiliates, or with whom Purchaser or, following the Closing Date, Spinco or any of its Controlled Affiliates came Affiliates, or enter into contact, in connection a consulting agreement with the Transactionsany Utah Covered Employee; provided, however, that nothing herein (i) the placement of any general mass solicitation or advertising that is not targeted at the employees of Utah or, following the Closing Date, Spinco shall not be deemed considered a violation of the non-solicitation restriction of this Section 8.19(a); (ii) this Section 8.19(a) shall not preclude Pluto or its Subsidiaries from soliciting, offering to prohibit hire, hiring, or entering into a consulting agreement with, any employee of Purchaser Utah or, following the Closing Date, Spinco whose employment with Utah or any of its Controlled Affiliates from conducting any general solicitation or general recruitment effort conducted by a third party and not specifically targeted at any such employee of Sellers or their Controlled Affiliates (including Affiliates, or, following the Excluded Employees) or prohibit the solicitation or employment of any such employee that was terminated by Sellers Closing Date, Spinco or any of their its Affiliates has been terminated by Utah or any of its Affiliates, or, following the Closing Date, Spinco or any of its Affiliates; and (iii) this paragraph shall not restrict activities between Pluto and its employees (including employees of the Spinco Business) prior to the Closing Date. (b) Each of Utah, and, following the Closing Date, Spinco, agrees that, from and after the date hereof until the date that is twelve (12) months after the Closing Date, it shall not, and shall cause its Subsidiaries not to, without the prior written consent of Pluto, directly or indirectly, solicit or offer to hire or hire any employees at the level of Senior Director or higher of Pluto (collectively, the “Pluto Covered Employees”), or otherwise cause or seek to cause any Pluto Covered Employees to leave the employ of Pluto or any of its Affiliates, or enter into a consulting agreement with any Pluto Covered Employee; provided, however, that (i) the placement of any general mass solicitation or advertising that is not targeted at Pluto employees shall not be considered a violation of the non-solicitation restriction of this Section 8.19(b); and (ii) this Section 8.19(b) shall not preclude Utah (or following the Closing Date, Spinco) or its Subsidiaries from soliciting, offering to hire, hiring, or entering into a consulting agreement with, any employee of Pluto whose employment with Pluto or any of its Affiliates has been terminated by Pluto or any of its Affiliates.

Employee Non-Solicitation. (a) Neither Sellers nor any of their Controlled Affiliates shall, directly or indirectly, solicit for employment or employ (i) any Covered Continuing Employee during the period beginning on the Closing Date and ending on the date that is two (2) years after the Closing Date and (ii) any Continuing Employee who is not a Covered Continuing Employee during the period beginning on the Closing Date and ending on the date that is one (1) year after the Closing Date; provided, however, that nothing herein shall be deemed to prohibit any of Sellers or their Controlled Affiliates (or any of their Controlled Affiliates) from conducting any general solicitation or general recruitment effort conducted by a third party and not targeted at any such Continuing Employees or prohibit the solicitation or employment of any Continuing Employee that was terminated by Purchaser or any of its Affiliates (including, after Closing, the Bank and the Transferred Subsidiaries). From the date of this Agreement through the Closing Date, neither Sellers nor any of their Controlled Affiliates shall, directly or indirectly, solicit for employment or employ at Sellers or any of their Controlled Affiliates (other than the Bank and the Transferred Subsidiaries) any Business Employee; provided, however, that nothing herein shall be deemed to prohibit any of Sellers or their Controlled Affiliates (or any of their Controlled Affiliates) from conducting any general solicitation or general recruitment effort conducted by a third party and not targeted at any such Business Employees. (b) During the period beginning on the Closing Date and ending on the date that is twelve (12) months after the Closing Date, : (a) neither Purchaser Parent Seller nor any of its Controlled controlled Affiliates shall, directly or indirectly, solicit for employment or employ any Current Employee; provided, however, that nothing herein shall prohibit Parent Seller or any of its Affiliates from repatriating or otherwise relocating any employees of Parent Seller or any of its Affiliates located in the U.S., including any Current Employee who is an expatriate and, in his or her sole discretion, exercises the right under his or her employment agreement to be repatriated or relocated by Parent Seller in the event of a change of control at Seller Bank or its Subsidiaries, as applicable; and provided, further, that nothing herein shall be deemed to prohibit any of Parent Seller or its controlled Affiliates (or any of their controlled Affiliates) from conducting any general solicitation or general recruitment effort conducted by a third party and not targeted at any such Current Employees or prohibit the solicitation or employment of any Current Employee that (1) was terminated by Purchaser Bank or any of its Affiliates (including, after Closing, the Seller Bank and its Subsidiaries), or (2) voluntarily resigned from the Transferred employ of Purchaser Bank or any of its Affiliates after the Closing (including, after Closing, Seller Bank and its Subsidiaries) and has not been employed by Purchaser Bank or any of its Affiliates for at least six (6) months prior to the date of such employment; and (b) neither Purchaser nor any of its controlled Affiliates (including, after Closing, Seller Bank and its Subsidiaries) shall, directly or indirectly, solicit for employment any employee of Sellers Parent Seller or any of their Controlled its controlled Affiliates (including the Excluded Employees) of whom with which Purchaser or any of its Controlled controlled Affiliates was first made awareaware of, or with whom Purchaser or any of its Controlled Affiliates first came into contactcontact with, in connection with the Transactions; provided, however, that nothing herein shall be deemed to prohibit any of Purchaser or any of its Controlled controlled Affiliates from conducting any general solicitation or general recruitment effort conducted by a third party and not specifically targeted at any such employee of Sellers Parent Seller or their Controlled its controlled Affiliates (including the Excluded Employees) or prohibit the solicitation or employment of any such employee that (1) was terminated by Sellers Parent Seller or any of their its Affiliates, or (2) voluntarily resigned from the employ of Parent Seller or any of its Affiliates and has not been employed by Parent Seller or any of its Affiliates for at least six (6) months prior to the date of such employment.

Employee Non-Solicitation. (a) Neither Sellers nor any At all times until the third anniversary of their Controlled the Closing Date, Seller shall not, and shall cause its subsidiaries and controlled Affiliates shallnot to, directly or indirectly, solicit for employment or employ (i) any Covered Continuing Employee during the period beginning on the Closing Date and ending on the date that is two (2) years after the Closing Date and (ii) any Continuing Employee who is not a Covered Continuing Employee during the period beginning on the Closing Date and ending on the date that is one (1) year after the Closing Date; providedhire, howeversolicit to employ, that nothing herein shall be deemed or solicit to prohibit any of Sellers or their Controlled Affiliates (or any of their Controlled Affiliates) from conducting any general solicitation or general recruitment effort conducted by a third party and not targeted at any such Continuing Employees or prohibit the solicitation or employment of any Continuing Employee that was terminated by Purchaser provide services to Seller or any of its Affiliates subsidiaries or controlled Affiliates, (includingx) any Transferred Employee who is then currently employed by or who was employed within the then previous 6 months by Buyer or an Affiliate of Buyer, after Closing, or (y) any Person with whom Seller had contact in connection with Buyer’s investigation of the Bank and Business or the Transferred Subsidiaries). From the date Business or negotiation of this Agreement through who is then currently employed by or who was employed within the Closing Datethen previous 6 months by Buyer or an Affiliate of Buyer, neither Sellers nor any of their Controlled Affiliates shall, directly or indirectly, solicit for employment (ii) induce or employ at Sellers or any of their Controlled Affiliates attempt to induce (other than the Bank and the Transferred Subsidiariesx) any Business Employee; provided, however, that nothing herein shall be deemed to prohibit any Transferred Employee who is then currently employed by or who was employed within the then previous 6 months by Buyer or an Affiliate of Sellers or their Controlled Affiliates (or any of their Controlled Affiliates) from conducting any general solicitation or general recruitment effort conducted by a third party and not targeted at any such Business Employees. (b) During the period beginning on the Closing Date and ending on the date that is twelve (12) months after the Closing Date, neither Purchaser nor any of its Controlled Affiliates (including, after Closing, the Bank and the Transferred Subsidiaries) shall, directly or indirectly, solicit for employment any employee of Sellers or any of their Controlled Affiliates (including the Excluded Employees) of whom Purchaser or any of its Controlled Affiliates was made awareBuyer, or (y) any Person with whom Purchaser or any of its Controlled Affiliates came into contact, Seller had contact in connection with Buyer’s investigation of the Transactions; providedBusiness or the Business or negotiation of this Agreement who is then currently employed by or who was employed within the then previous 6 months by Buyer or an Affiliate of Buyer, howeverto terminate his or her employment or association with Buyer or its Affiliates. For purposes of this Section 11.1, the term “solicit” shall not include generalized searches for employees through media advertisements, employment firms or otherwise that nothing herein shall are not focused on or directed to (x) any Transferred Employee who is then currently employed by or who was employed within the then previous 6 months by Buyer or an Affiliate of Buyer, or (y) any Person who participated in the investigation of the Business or the Business or negotiation of this Agreement who is then currently employed by or who was employed within the then previous 6 months by Buyer or an Affiliate of Buyer. For purposes of this Section 11.1, each 6 month period set forth above is agreed to be deemed a 12 month period with respect to prohibit any each of Purchaser or any of its Controlled Affiliates from conducting any general solicitation or general recruitment effort conducted by a third party Xxxxx Xxxxxx, Xxxx Xxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxx and not specifically targeted at any such employee of Sellers or their Controlled Affiliates (including the Excluded Employees) or prohibit the solicitation or employment of any such employee that was terminated by Sellers or any of their Affiliates.Xxxxxx Xxxxxx

Employee Non-Solicitation. (a) Neither Sellers nor any of their Controlled Affiliates shall, directly or indirectly, solicit for employment or employ (i) any Covered Continuing Employee during the period beginning on the Closing Date and ending on the date that is two (2) years after the Closing Date and (ii) any Continuing Employee who is not a Covered Continuing Employee during the period beginning on the Closing Date and ending on the date that is one (1) year after the Closing Date; provided, however, that nothing herein shall be deemed to prohibit any of Sellers or their Controlled Affiliates (or any of their Controlled Affiliates) from conducting any general solicitation or general recruitment effort conducted by a third party and not targeted at any such Continuing Employees or prohibit the solicitation or employment of any Continuing Employee that was terminated by Purchaser or any of its Affiliates (including, after Closing, the Bank and the Transferred Subsidiaries). From the date of this Agreement through the Closing Date, neither Sellers nor any of their Controlled Affiliates shall, directly or indirectly, solicit for employment or employ at Sellers or any of their Controlled Affiliates (other than the Bank and the Transferred Subsidiaries) any Business Employee; provided, however, that nothing herein shall be deemed to prohibit any of Sellers or their Controlled Affiliates (or any of their Controlled Affiliates) from conducting any general solicitation or general recruitment effort conducted by a third party and not targeted at any such Business Employees. (b) During the period beginning on the Closing Date and ending on the date that is twelve (12) months after the Closing Date, : (a) neither Purchaser Seller nor any of its Controlled controlled Affiliates shall, directly or indirectly, solicit for employment or employ any Current Employee; provided, however, that nothing herein shall prohibit Seller or any of its Affiliates from repatriating or otherwise relocating any employees of Seller or any of its Affiliates located in the U.S., including any Current Employee who is an expatriate and, in his or her sole discretion, exercises the right under his or her employment agreement to be repatriated or relocated by Seller in the event of a change of control at the Company, Bank or other Company Subsidiary, as applicable; and provided, further, that nothing herein shall be deemed to prohibit any of Seller or its controlled Affiliates (or any of their controlled Affiliates) from conducting any general solicitation or general recruitment effort conducted by a third party and not targeted at any such Current Employees or prohibit the solicitation or employment of any Current Employee that (1) was terminated by Purchaser or any of its Affiliates (including, after Closing, the Company, the Bank and Company’s other Subsidiaries), or (2) voluntarily resigned from the Transferred employ of Purchaser or any of its Affiliates after the Closing (including, after Closing, the Company, the Bank and Company’s other Subsidiaries) and has not been employed by Purchaser or any of its Affiliates for at least three (3) months prior to the date of such employment; and (b) neither Purchaser nor any of its controlled Affiliates (including, after Closing, the Company, the Bank and Company’s other Subsidiaries)) shall, directly or indirectly, solicit for employment any employee of Sellers Seller or any of their Controlled its controlled Affiliates (including the Excluded Carve-Out Employees) of whom with which Purchaser or any of its Controlled controlled Affiliates was made awareaware of, or with whom Purchaser or any of its Controlled Affiliates came into contactcontact with, in connection with the Transactions; provided, however, that nothing herein shall be deemed to prohibit any of Purchaser or any of its Controlled controlled Affiliates from conducting any general solicitation or general recruitment effort conducted by a third party and not specifically targeted at any such employee of Sellers Seller or their Controlled its controlled Affiliates (including the Excluded Carve-Out Employees) or prohibit the solicitation or employment of any such employee that (1) was terminated by Sellers Seller or any of their its Affiliates, or (2) voluntarily resigned from the employ of Seller or any of its Affiliates and has not been employed by Seller or any of its Affiliates for at least three (3) months prior to the date of such employment.

Employee Non-Solicitation. (a) Neither Sellers nor any of their Controlled Affiliates shall, directly or indirectly, solicit for employment or employ (i) any Covered Continuing Employee during the period beginning on the Closing Date and ending on the date that is two (2) years after the Closing Date and (ii) any Continuing Employee who is not a Covered Continuing Employee during the period beginning on the Closing Date and ending on the date that is one (1) year after the Closing Date; provided, however, that nothing herein shall be deemed to prohibit any of Sellers or their Controlled Affiliates (or any of their Controlled Affiliates) from conducting any general solicitation or general recruitment effort conducted by a third party and not targeted at any such Continuing Employees or prohibit the solicitation or employment of any Continuing Employee that was terminated by Purchaser or any of its Affiliates (including, after Closing, the Bank and the Transferred Subsidiaries). From the date of this Agreement through the Closing Date, neither Sellers nor any of their Controlled Affiliates shall, directly or indirectly, solicit for employment or employ at Sellers or any of their Controlled Affiliates (other than the Bank and the Transferred Subsidiaries) any Business Employee; provided, however, that nothing herein shall be deemed to prohibit any of Sellers or their Controlled Affiliates (or any of their Controlled Affiliates) from conducting any general solicitation or general recruitment effort conducted by a third party and not targeted at any such Business Employees. (b) During the period beginning on the Closing Date and ending on the date that is twelve (12) months after the Closing Date, : (a) neither Purchaser Seller nor any of its Controlled controlled Affiliates shall, directly or indirectly, solicit for employment or employ any Current Employee; provided, however, that nothing herein shall prohibit Seller or any of its Affiliates from repatriating or otherwise relocating any employees of Seller or any of its Affiliates located in the U.S., including any Current Employee who is an expatriate and, in his or her sole discretion, exercises the right under his or her employment agreement to be repatriated or relocated by Seller in the event of a change of control at the Company, Bank or other Company Subsidiary, as applicable; and provided, further, that nothing herein shall be deemed to prohibit any of Seller or its controlled Affiliates (or any of their controlled Affiliates) from conducting any general solicitation or general recruitment effort conducted by a third party and not targeted at any such Current Employees or prohibit the solicitation or employment of any Current Employee that (1) was terminated by -55- Purchaser or any of its Affiliates (including, after Closing, the Company, the Bank and Company’s other Subsidiaries), or (2) voluntarily resigned from the Transferred employ of Purchaser or any of its Affiliates after the Closing (including, after Closing, the Company, the Bank and Company’s other Subsidiaries) and has not been employed by Purchaser or any of its Affiliates for at least three (3) months prior to the date of such employment; and (b) neither Purchaser nor any of its controlled Affiliates (including, after Closing, the Company, the Bank and Company’s other Subsidiaries)) shall, directly or indirectly, solicit for employment any employee of Sellers Seller or any of their Controlled its controlled Affiliates (including the Excluded Carve-Out Employees) of whom with which Purchaser or any of its Controlled controlled Affiliates was made awareaware of, or with whom Purchaser or any of its Controlled Affiliates came into contactcontact with, in connection with the Transactions; provided, however, that nothing herein shall be deemed to prohibit any of Purchaser or any of its Controlled controlled Affiliates from conducting any general solicitation or general recruitment effort conducted by a third party and not specifically targeted at any such employee of Sellers Seller or their Controlled its controlled Affiliates (including the Excluded Carve-Out Employees) or prohibit the solicitation or employment of any such employee that that (1) was terminated by Sellers Seller or any of their its Affiliates, or (2) voluntarily resigned from the employ of Seller or any of its Affiliates and has not been employed by Seller or any of its Affiliates for at least three (3) months prior to the date of such employment.

Employee Non-Solicitation. (a) Neither Sellers nor any of their Controlled Affiliates shall, directly or indirectly, solicit for employment or employ (i) any Covered Continuing Employee during the period beginning on the Closing Date and ending on the date that is two (2) years after the Closing Date and (ii) any Continuing Employee who is not a Covered Continuing Employee during the period beginning on the Closing Date and ending on the date that is one (1) year after the Closing Date; provided, however, that nothing herein shall be deemed to prohibit any of Sellers or their Controlled Affiliates (or any of their Controlled Affiliates) from conducting any general solicitation or general recruitment effort conducted by a third party and not targeted at any such Continuing Employees or prohibit the solicitation or employment of any Continuing Employee that was terminated by Purchaser or any of its Affiliates (including, after Closing, the Bank and the Transferred Subsidiaries). From the date of this Agreement through the Closing Date, neither Sellers nor any of their Controlled Affiliates shall, directly or indirectly, solicit for employment or employ at Sellers or any of their Controlled Affiliates (other than the Bank and the Transferred Subsidiaries) any Business Employee; provided, however, that nothing herein shall be deemed to prohibit any of Sellers or their Controlled Affiliates (or any of their Controlled Affiliates) from conducting any general solicitation or general recruitment effort conducted by a third party and not targeted at any such Business Employees. (b) During the period beginning on the Closing Date and ending on the date that is twelve (12) months after the Closing Date, Date:‌ (a) neither Purchaser Parent Seller nor any of its Controlled controlled Affiliates shall, directly or indirectly, solicit for employment or employ any Current Employee; provided, however, that nothing herein shall prohibit Parent Seller or any of its Affiliates from repatriating or otherwise relocating any employees of Parent Seller or any of its Affiliates located in the U.S., including any Current Employee who is an expatriate and, in his or her sole discretion, exercises the right under his or her employment agreement to be repatriated or relocated by Parent Seller in the event of a change of control at Seller Bank or its Subsidiaries, as applicable; and provided, further, that nothing herein shall be deemed to prohibit any of Parent Seller or its controlled Affiliates (or any of their controlled Affiliates) from conducting any general solicitation or general recruitment effort conducted by a third party and not targeted at any such Current Employees or prohibit the solicitation or employment of any Current Employee that (1) was terminated by Purchaser Bank or any of its Affiliates (including, after Closing, the Seller Bank and its Subsidiaries), or (2) voluntarily resigned from the Transferred employ of Purchaser Bank or any of its Affiliates after the Closing (including, after Closing, Seller Bank and its Subsidiaries) and has not been employed by Purchaser Bank or any of its Affiliates for at least six (6) months prior to the date of such employment; and (b) neither Purchaser nor any of its controlled Affiliates (including, after Closing, Seller Bank and its Subsidiaries) shall, directly or indirectly, solicit for employment any employee of Sellers Parent Seller or any of their Controlled its controlled Affiliates (including the Excluded Employees) of whom with which Purchaser or any of its Controlled controlled Affiliates was first made awareaware of, or with whom Purchaser or any of its Controlled Affiliates first came into contactcontact with, in connection with the Transactions; provided, however, that nothing herein shall be deemed to prohibit any of Purchaser or any of its Controlled controlled Affiliates from conducting any general solicitation or general recruitment effort conducted by a third party and not specifically targeted at any such employee of Sellers Parent Seller or their Controlled its controlled Affiliates (including the Excluded Employees) or prohibit the solicitation or employment of any such employee that (1) was terminated by Sellers Parent Seller or any of their its Affiliates, or (2) voluntarily resigned from the employ of Parent Seller or any of its Affiliates and has not been employed by Parent Seller or any of its Affiliates for at least six (6) months prior to the date of such employment.

Employee Non-Solicitation. (a) Neither Sellers nor any For a period of their Controlled Affiliates shall, directly or indirectly, solicit for employment or employ (i) any Covered Continuing Employee during the period beginning on the Closing Date and ending on the date that is two (2) years after the Closing Date and (ii) any Continuing Employee who is not a Covered Continuing Employee during the period beginning on the Closing Date and ending on the date that is one (1) year after the Closing Date; provided, however, that nothing herein shall be deemed to prohibit any of Sellers or their Controlled Affiliates (or any of their Controlled Affiliates) from conducting any general solicitation or general recruitment effort conducted by a third party and not targeted at any such Continuing Employees or prohibit the solicitation or employment of any Continuing Employee that was terminated by Purchaser or any of its Affiliates (including, after Closing, the Bank and the Transferred Subsidiaries). From the date of this Agreement through following the Closing Date, neither Sellers nor any of their Controlled Affiliates shallthe Company shall not, and shall procure that its Subsidiaries shall not, directly or indirectly, indirectly solicit for employment or employ hire (whether as an employee, consultant or otherwise) any officer with a title of vice president or higher of the SpinCo Business or of Merger Partner and its Subsidiaries, in each case, as of immediately prior to the Closing; provided that this Section 7.10(a) shall not restrict any (A) general or public solicitations not specifically targeted at Sellers employees of the SpinCo Business or the Merger Partner Business (including searches by any bona fide search firm that is not directed to solicit such employees) or (B) solicitations, hiring or other actions with respect to any such Person (x) whose employment is terminated prior to the commencement of their Controlled Affiliates (other than the Bank employment discussions between such Person and the Transferred Company or its Subsidiaries, (y) any Business Employee; provided, however, that nothing herein shall be deemed who responds to prohibit any of Sellers general or their Controlled Affiliates (or any of their Controlled Affiliates) from conducting any general public solicitation or general recruitment effort conducted by a third party and not specifically targeted at employees of the SpinCo Business or the Merger Partner Business (including searches by any bona fide search firm that is not directed to solicit such Business Employeesemployees), or (z) who initiates discussions regarding such employment without any solicitation by such Party in violation of this Section 7.10(a). (b) During the For a period beginning on the Closing Date and ending on the date that is twelve of one (121) months after year following the Closing Date, neither Purchaser nor any of its Controlled Affiliates (includingSpinCo shall not, after Closing, and shall procure that the Bank and the Transferred Subsidiaries) shallSpinCo Subsidiaries shall not, directly or indirectly, indirectly solicit for employment or hire (whether as an employee, consultant or otherwise) any employee officer with a title of Sellers vice president or any higher of their Controlled Affiliates (including the Excluded Employees) of whom Purchaser Company or any of its Controlled Affiliates was made aware, or with whom Purchaser or any of its Controlled Affiliates came into contactSubsidiaries, in connection with each case, as of immediately prior to the TransactionsClosing; provided, however, provided that nothing herein this Section 7.10(b) shall be deemed to prohibit not restrict any of Purchaser (A) general or any of its Controlled Affiliates from conducting any general solicitation or general recruitment effort conducted by a third party and public solicitations not specifically targeted at employees of the Company and its Subsidiaries (including searches by any bona fide search firm that is not directed to solicit such employees) or (B) solicitations, hiring or other actions with respect to any such employee Person (x) whose employment is terminated prior to the commencement of Sellers employment discussions between such Person and SpinCo or their Controlled Affiliates the SpinCo Subsidiaries, (y) who responds to general or public solicitation not specifically targeted at employees of the Company and its Subsidiaries (including searches by any bona fide search firm that is not directed to solicit such employees), or (z) who initiates discussions regarding such employment without any solicitation by such Party in violation of this Section 7.10(b). (c) For a period of one (1) year following the Excluded EmployeesClosing Date, Merger Partner Equityholder shall not, and shall procure that its controlled Affiliates shall not, directly or indirectly solicit for employment or hire (whether as an employee, consultant or otherwise) any officer with a title of vice president or higher of the Company or its Subsidiaries, the SpinCo Business or the Merger Partner Business, in each case, as of immediately prior to the Closing; provided that this Section 7.10(c) shall not restrict any (A) general or public solicitations not specifically targeted at employees of the Company or its Subsidiaries, the SpinCo Business or the Merger Partner Business (including searches by any bona fide search firm that is not directed to solicit such employees) or prohibit the solicitation (B) solicitations, hiring or employment of other actions with respect to any such employee Person (x) whose employment is terminated prior to the commencement of employment discussions between such Person and Merger Partner Equityholder or its controlled Affiliates, (y) who responds to general or public solicitation not specifically targeted at employees of the Company or its Subsidiaries, the SpinCo Business or the Merger Partner Business (including searches by any bona fide search firm that was terminated is not directed to solicit such employees), or (z) who initiates discussions regarding such employment without any solicitation by Sellers such Party in violation of this Section 7.10(c). (d) The Parties acknowledge that the covenants set forth in this Section 7.10 are reasonable in order to protect the value of the SpinCo Business, the Merger Partner Business and the Company Business, as applicable. It is the intention of the Parties that if any restriction or covenant contained in this Section 7.10 covers a geographic area, is for a length of time or is of a scope that is not permitted by applicable Law, or in any way construed to be too broad or to any extent invalid, such restriction or covenant will not be construed to be null, void and of their Affiliatesno effect, but will, to the extent such restriction or covenant would be valid or enforceable under applicable Law, be construed and interpreted to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained in this Section 7.10) that would be valid and enforceable under such applicable Law.