Common use of Non-Competition; Non-Solicitation; Confidentiality Clause in Contracts

Non-Competition; Non-Solicitation; Confidentiality. (a) While the Recipient is employed by the Company and for a period of one (1) year after the termination or cessation of such employment for any reason (the “Restricted Period”), the Recipient will not directly or indirectly: (i) Engage in any business or enterprise (whether as owner, partner, officer, director, employee, consultant, investor, lender or otherwise, except as the holder of not more than 1% of the outstanding stock of a publicly-held company), that develops, manufactures, markets or sells any product or service that competes with any product or service developed, manufactured, marketed or sold or planned to be developed, manufactured, marketed or sold, by the Company while the Recipient was employed by the Company, within the United States of America and/or any other country within which the Company has customers or prospective customers as of the date of such termination or cessation. (ii) (A) Solicit for the purpose of selling or distributing any products or services that are the same or similar to those developed, manufactured, marketed or sold by the Company, (1) any customers of the Company, (2) any prospective customers from whom the Company has solicited business within the twelve (12) months prior to the Recipient’s termination or cessation of employment, or (3) any distributors, sales agents or other third-parties who sell to or refer potential customers in need of the types of products and services produced, marketed, licensed, sold or provided by the Company who have become known to Recipient as a result of his/her employment with the Company, or (B) induce or attempt to induce any vendor, supplier, licensee or other business relation of the Company to cease or restrict doing business with the Company, or in any way interfere with the relationship between any such vendor, supplier, licensee or business relation and the Company. (iii) Either alone or in association with others (A) solicit, or permit any organization directly or indirectly controlled by the Recipient to solicit, any employee of the Company to leave the employ of the Company, or (B) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Recipient to solicit for employment, hire or engage as an independent contractor, any person who was employed by the Company at any time during the term of the Recipient’s employment with the Company; provided, that this clause (B) shall not apply to any individual whose employment with the Company has been terminated for a period of one year or longer. (b) The Recipient and the Company agree that certain materials, including, but not limited to, information, data, technology and other materials relating to customers, programs, costs, marketing, investment, sales activities, promotion, credit and financial data, manufacturing processes, financing methods, plans or the business and affairs of the Company constitute proprietary confidential information and trade secrets. Accordingly, the Recipient will not at any time during or after the Recipient’s employment with the Company disclose or use for the Recipient’s own benefit or purposes or the benefit or purposes of any other person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise, other than the Company, any proprietary confidential information or trade secrets; provided that the foregoing shall not apply to information which is not unique to the Company or which is generally known to the industry or the public other than as a result of the Recipient’s breach of this covenant. The Recipient agrees that, upon termination of employment with the Company for any reason, the Recipient will immediately return to the Company all Company property including all memoranda, books, technical and/or lab notebooks, customer product and pricing data, papers, plans, information, letters and other data, and all copies thereof or therefrom, which in any way relate to the business of the Company, except that the Recipient may retain personal items. The Recipient further agrees that the Recipient will not retain or use for the Recipient’s account at any time any trade names, trademark or other proprietary business designation used or owned in connection with the business of the Company.

Non-Competition; Non-Solicitation; Confidentiality. (a) While the Recipient is employed by the Company and for a period of one (1) year after the termination or cessation of such employment for any reason (the “Restricted Period”), the Recipient will not directly or indirectly: (i) Engage engage in any business or enterprise (whether as owner, partner, officer, director, employee, consultant, investor, lender or otherwise, except as the holder of not more than 1% of the outstanding stock of a publicly-held company), that develops, manufactures, markets or sells any product or service that competes with any product or service developed, manufactured, marketed or sold or planned to be developed, manufactured, marketed or sold, by the Company while the Recipient was employed by the Company, within the United States of America and/or any other country within which the Company has customers or prospective customers as of the date of such termination or cessationcustomers. (ii) (A) Solicit solicit for the purpose of selling or distributing any products or services that are the same or similar to those developed, manufactured, marketed or sold by the Company, (1) any customers of the Company, (2) any prospective customers from whom the Company has solicited business within the twelve (12) months prior to the Recipient’s termination or cessation of employment, or (3) any distributors, sales agents or other third-parties who sell to or refer potential customers in need of the types of products and services produced, marketed, licensed, sold or provided by the Company who have become known to Recipient as a result of his/her employment with the Company, or (B) induce or attempt to induce any vendor, supplier, licensee or other business relation of the Company to cease or restrict doing business with the Company, or in any way interfere with the relationship between any such vendor, supplier, licensee or business relation and the Company. (iii) Either either alone or in association with others (A) solicit, or permit any organization directly or indirectly controlled by the Recipient to solicit, any employee of the Company to leave the employ of the Company, or (B) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Recipient to solicit for employment, hire or engage as an independent contractor, any person who was employed by the Company at any time during the term of the Recipient’s employment with the Company; provided, that this clause (B) shall not apply to any individual whose employment with the Company has been terminated for a period of one year or longer. (b) The Recipient and the Company agree that certain materials, including, but not limited to, information, data, technology and other materials relating to customers, programs, costs, marketing, investment, sales activities, promotion, credit and financial data, manufacturing processes, financing methods, plans or the business and affairs of the Company constitute proprietary confidential information and trade secrets. Accordingly, the Recipient will not at any time during or after the Recipient’s employment with the Company disclose or use for the Recipient’s own benefit or purposes or the benefit or purposes of any other person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise, other than the Company, any proprietary confidential information or trade secrets; provided that the foregoing shall not apply to information which is not unique to the Company or which is generally known to the industry or the public other than as a result of the Recipient’s breach of this covenant. The Recipient agrees that, upon termination of employment with the Company for any reason, the Recipient will immediately return to the Company all Company property including all memoranda, books, technical and/or lab notebooks, customer product and pricing data, papers, plans, information, letters and other data, and all copies thereof or therefrom, which in any way relate to the business of the Company, except that the Recipient may retain personal items. The Recipient further agrees that the Recipient will not retain or use for the Recipient’s account at any time any trade names, trademark or other proprietary business designation used or owned in connection with the business of the Company.

Non-Competition; Non-Solicitation; Confidentiality. (a) While the Recipient is employed by the Company and for a period of one (1) year after the termination or cessation of such employment for any reason (the “Restricted Period”), the Recipient will not directly or indirectly: (i) Engage in any business or enterprise (whether as owner, partner, officer, director, employee, consultant, investor, lender or otherwise, except as the holder of not more than 1% of the outstanding stock of a publicly-held company), that develops, manufactures, markets or sells any product or service that competes with any product or service developed, manufactured, marketed or sold or planned to be developed, manufactured, marketed or sold, by the Company while the Recipient was employed by the Company, within the United States of America America, and/or any other country within which the Company has customers or prospective customers as of the date of such termination or cessation. (ii) (A) Solicit for the purpose of selling or distributing any products or services that are the same or similar to those developed, manufactured, marketed or sold by the Company, (1) any customers of the Company, (2) any prospective customers from whom the Company has solicited business within the twelve (12) months prior to the Recipient’s termination or cessation of employment, or (3) any distributors, sales agents or other third-parties who sell to or refer potential customers in need of the types of products and services produced, marketed, licensed, sold or provided by the Company who have become known to Recipient as a result of his/her employment with the Company, or (B) induce or attempt to induce any vendor, supplier, licensee or other business relation of the Company to cease or restrict doing business with the Company, or in any way interfere with the relationship between any such vendor, supplier, licensee or business relation and the Company. (iii) Either alone or in association with others (A) solicit, or permit any organization directly or indirectly controlled by the Recipient to solicit, any employee of the Company to leave the employ of the Company, or (B) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Recipient to solicit for employment, hire or engage as an independent contractor, any person who was employed by the Company at any time during the term of the Recipient’s employment with the Company; provided, that this clause (BC) shall not apply to any individual whose employment with the Company has been terminated for a period of one year or longer. (b) The Recipient and the Company agree that certain materials, including, but not limited to, information, data, technology and other materials relating to customers, programs, costs, marketing, investment, sales activities, promotion, credit and financial data, manufacturing processes, financing methods, plans or the business and affairs of the Company constitute proprietary confidential information and trade secrets. Accordingly, the Recipient will not at any time during or after the Recipient’s employment with the Company disclose or use for the Recipient’s own benefit or purposes or the benefit or purposes of any other person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise, other than the Company, any proprietary confidential information or trade secrets; provided that the foregoing shall not apply to information which is not unique to the Company or which is generally known to the industry or the public other than as a result of the Recipient’s breach of this covenant. The Recipient agrees that, upon termination of employment with the Company for any reason, the Recipient will immediately return to the Company all Company property including all memoranda, books, technical and/or lab notebooks, customer product and pricing data, papers, plans, information, letters and other data, and all copies thereof or therefrom, which in any way relate to the business of the Company, except that the Recipient may retain personal items. The Recipient further agrees that the Recipient will not retain or use for the Recipient’s account at any time any trade names, trademark or other proprietary business designation used or owned in connection with the business of the Company.

Non-Competition; Non-Solicitation; Confidentiality. (a) While the Recipient Optionee is employed by the Company and for a period of one (1) year after the termination or cessation of such employment for any reason (the “Restricted Period”), the Recipient Optionee will not directly or indirectly: (i) Engage in any business or enterprise (whether as owner, partner, officer, director, employee, consultant, investor, lender or otherwise, except as the holder of not more than 1% of the outstanding stock of a publicly-held company), that develops, manufactures, markets or sells any product or service that competes with any product or service developed, manufactured, marketed or sold or planned to be developed, manufactured, marketed or sold, by the Company while the Recipient Optionee was employed by the Company, within the United States of America and/or any other country within which the Company has customers or prospective customers as of the date of such termination or cessationcustomers. (ii) (A) Solicit solicit for the purpose of selling or distributing any products or services that are the same or similar to those developed, manufactured, marketed or sold by the Company, (1) any customers of the Company, (2) any prospective customers from whom the Company has solicited business within the twelve (12) months prior to the RecipientOptionee’s termination or cessation of employment, or (3) any distributors, sales agents or other third-parties who sell to or refer potential customers in need of the types of products and services produced, marketed, licensed, sold or provided by the Company who have become known to Recipient Optionee as a result of his/her employment with the Company, or (B) induce or attempt to induce any vendor, supplier, licensee or other business relation of the Company to cease or restrict doing business with the Company, or in any way interfere with the relationship between any such vendor, supplier, licensee or business relation and the Company. (iii) Either alone or in association with others (A) solicit, or permit any organization directly or indirectly controlled by the Recipient Optionee to solicit, any employee of the Company to leave the employ of the Company, or (B) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Recipient Optionee to solicit for employment, hire or engage as an independent contractor, any person who was employed by the Company at any time during the term of the RecipientOptionee’s employment with the Company; provided, that this clause (B) shall not apply to any individual whose employment with the Company has been terminated for a period of one year or longer. (b) The Recipient Optionee and the Company agree that certain materials, including, but not limited to, information, data, technology and other materials relating to customers, programs, costs, marketing, investment, sales activities, promotion, credit and financial data, manufacturing processes, financing methods, plans or the business and affairs of the Company constitute proprietary confidential information and trade secrets. Accordingly, the Recipient Optionee will not at any time during or after the RecipientOptionee’s employment with the Company disclose or use for the RecipientOptionee’s own benefit or purposes or the benefit or purposes of any other person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise, other than the Company, any proprietary confidential information or trade secrets; provided that the foregoing shall not apply to information which is not unique to the Company or which is generally known to the industry or the public other than as a result of the RecipientOptionee’s breach of this covenant. The Recipient Optionee agrees that, upon termination of employment with the Company for any reason, the Recipient Optionee will immediately return to the Company all Company property including all memoranda, books, technical and/or lab notebooks, customer product and pricing data, papers, plans, information, letters and other data, and all copies thereof or therefrom, which in any way relate to the business of the Company, except that the Recipient Optionee may retain personal items. The Recipient Optionee further agrees that the Recipient Optionee will not retain or use for the RecipientOptionee’s account at any time any trade names, trademark or other proprietary business designation used or owned in connection with the business of the Company.

Non-Competition; Non-Solicitation; Confidentiality. (a) While the Recipient is employed by the Company and for a period of one (1) year after the termination or cessation of such employment Recipient’s Separation from Service for any reason (the “Restricted Period”), the Recipient will not directly or indirectly: (i) Engage engage in any business or enterprise (whether as owner, partner, officer, director, employee, consultant, investor, lender or otherwise, except as the holder of not more than one percent (1% %) of the outstanding stock of a publicly-held company), that develops, manufactures, markets or sells any product or service that competes with any product or service developed, manufactured, marketed or sold or or, to the Recipient’s knowledge, planned to be developed, manufactured, marketed or sold, by the Company II-VI or its Subsidiaries while the Recipient was employed by the Company, within the United States of America and/or any other country within which the Company has II-VI or its Subsidiaries have customers or prospective customers as of the date of such termination or cessationSeparation from Service. (ii) (A) Solicit solicit for the purpose of selling or distributing any products or services that are the same or similar to those developed, manufactured, marketed or sold by the CompanyII-VI or its Subsidiaries, (1) any customers of the CompanyII-VI or its Subsidiaries, (2) any prospective customers from whom known by the Company has Recipient to have been solicited business by II-VI or its Subsidiaries within the twelve (12) months prior to the Recipient’s termination or cessation of employmentSeparation from Service, or (3) any distributors, sales agents or other third-parties who sell to or refer potential customers in need of the types of products and services produced, marketed, licensed, sold or provided by the Company II-VI or its Subsidiaries who have become known to the Recipient as a result of his/her employment with the Company, or (B) induce or attempt to induce any vendor, supplier, licensee or other business relation of the Company II-VI or its Subsidiaries to cease or restrict doing business with the CompanyII-VI or its Subsidiaries, or in any way interfere with the relationship between any such vendor, supplier, licensee or business relation and the CompanyII-VI or its Subsidiaries. (iii) Either either alone or in association with others (A) solicit, or permit any organization directly or indirectly controlled by the Recipient to solicit, any employee of the Company II-VI or its Subsidiaries to leave the employ of the CompanyII-VI or its Subsidiaries, or (B) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Recipient to solicit for employment, hire or engage as an independent contractor, any person who was employed by the Company II-VI or its Subsidiaries at any time during the term of the Recipient’s employment with the Company; provided, provided that this clause (B) shall not apply to any individual whose employment with the Company II-VI or its Subsidiaries has been terminated for a period of one (1) year or longer. (b) The Recipient and the Company agree acknowledges that certain materials, including, but not limited to, including information, data, technology and other materials relating to customers, programs, costs, marketing, investment, sales activities, promotion, credit and financial data, manufacturing processes, financing methods, plans or the business and affairs of the Company II-VI and its Subsidiaries constitute proprietary confidential information and trade secrets. Accordingly, the Recipient will not at any time during or after the Recipient’s employment with the Company disclose or use for the Recipient’s own benefit or purposes or the benefit or purposes of any other person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise, other than the Company, any proprietary confidential information or trade secrets; provided that the foregoing shall not apply to information which is not unique to the Company II-VI and its Subsidiaries or which is generally known to the industry or the public other than as a result of the Recipient’s breach of this covenant. The Recipient agrees that, upon termination of employment with the Company Recipient’s Separation from Service for any reason, the Recipient will immediately return to the Company II-VI all Company property of II-VI and its Subsidiaries, including all memoranda, books, technical and/or lab notebooks, customer product and pricing data, papers, plans, information, letters and other data, and all copies thereof or therefrom, which in any way relate to the business of the CompanyII-VI and its Subsidiaries, except that the Recipient may retain personal items. The Recipient further agrees that the Recipient will not retain or use for the Recipient’s account at any time any trade names, trademark or other proprietary business designation used or owned in connection with the business of II-VI and its Subsidiaries. The Restricted Period will be tolled during and for any period of time during which the CompanyRecipient is in violation of the restrictive covenants contained in this Section 15 and for any period of time which may be necessary to secure an order of court or injunction, either preliminary or permanent, to enforce such covenants, such that the cumulative time period during which the Recipient is in compliance with the restrictive covenants contained in Section 15 will not exceed the one (1)-year period set forth above.

Non-Competition; Non-Solicitation; Confidentiality. (a) While the Recipient is employed by the Company and for a period of one (1) year after the termination or cessation of such employment for any reason (the “Restricted Period”), the Recipient will not directly or indirectly: (i) Engage in any business or enterprise (whether as owner, partner, officer, director, employee, consultant, investor, lender or otherwise, except as the holder of not more than 1% of the outstanding stock of a publicly-held company), that develops, manufactures, markets or sells any product or service that competes with any product or service developed, manufactured, marketed or sold or planned to be developed, manufactured, marketed or sold, by the Company while the Recipient was employed by the Company, within the United States of America and/or any other country within which the Company has customers or prospective customers as of the date of such termination or cessationcustomers. (ii) (A) Solicit solicit for the purpose of selling or distributing any products or services that are the same or similar to those developed, manufactured, marketed or sold by the Company, (1) any customers of the Company, (2) any prospective customers from whom the Company has solicited business within the twelve (12) months prior to the Recipient’s termination or cessation of employment, or (3) any distributors, sales agents or other third-parties who sell to or refer potential customers in need of the types of products and services produced, marketed, licensed, sold or provided by the Company who have become known to Recipient as a result of his/her employment with the Company, or (B) induce or attempt to induce any vendor, supplier, licensee or other business relation of the Company to cease or restrict doing business with the Company, or in any way interfere with the relationship between any such vendor, supplier, licensee or business relation and the Company. (iii) Either alone or in association with others (A) solicit, or permit any organization directly or indirectly controlled by the Recipient to solicit, any employee of the Company to leave the employ of the Company, or (B) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Recipient to solicit for employment, hire or engage as an independent contractor, any person who was employed by the Company at any time during the term of the Recipient’s employment with the Company; provided, that this clause (B) shall not apply to any individual whose employment with the Company has been terminated for a period of one year or longer. (b) The Recipient and the Company agree that certain materials, including, but not limited to, information, data, technology and other materials relating to customers, programs, costs, marketing, investment, sales activities, promotion, credit and financial data, manufacturing processes, financing methods, plans or the business and affairs of the Company constitute proprietary confidential information and trade secrets. Accordingly, the Recipient will not at any time during or after the Recipient’s employment with the Company disclose or use for the Recipient’s own benefit or purposes or the benefit or purposes of any other person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise, other than the Company, any proprietary confidential information or trade secrets; provided that the foregoing shall not apply to information which is not unique to the Company or which is generally known to the industry or the public other than as a result of the Recipient’s breach of this covenant. The Recipient agrees that, upon termination of employment with the Company for any reason, the Recipient will immediately return to the Company all Company property including all memoranda, books, technical and/or lab notebooks, customer product and pricing data, papers, plans, information, letters and other data, and all copies thereof or therefrom, which in any way relate to the business of the Company, except that the Recipient may retain personal items. The Recipient further agrees that the Recipient will not retain or use for the Recipient’s account at any time any trade names, trademark or other proprietary business designation used or owned in connection with the business of the Company.

Non-Competition; Non-Solicitation; Confidentiality. (a) While the Recipient is employed by the Company and for a period of one (1) year after the termination or cessation of such employment Recipient’s Separation from Service for any reason (the “Restricted Period”), the Recipient will not directly or indirectly: (i) Engage engage in any business or enterprise (whether as owner, partner, officer, director, employee, consultant, investor, lender or otherwise, except as the holder of not more than one percent (1% %) of the outstanding stock of a publicly-held company), that develops, manufactures, markets or sells any product or service that competes with any product or service developed, manufactured, marketed or sold or or, to the Recipient’s knowledge, planned to be developed, manufactured, marketed or sold, by the Company II-VI or its Subsidiaries while the Recipient was employed by the Company, within the United States of America America, and/or any other country within which the Company has II-VI or its Subsidiaries have customers or prospective customers as of the date of such termination or cessation.Separation from Service; (ii) (A) Solicit solicit for the purpose of selling or distributing any products or services that are the same or similar to those developed, manufactured, marketed or sold by the CompanyII-VI or its Subsidiaries, (1) any customers of the CompanyII-VI or its Subsidiaries, (2) any prospective customers from whom known by the Company has Recipient to have been solicited business by II-VI or its Subsidiaries within the twelve (12) months prior to the Recipient’s termination or cessation of employmentSeparation from Service, or (3) any distributors, sales agents or other third-parties who sell to or refer potential customers in need of the types of products and services produced, marketed, licensed, sold or provided by the Company II-VI or its Subsidiaries who have become known to the Recipient as a result of his/her employment with the Company, or (B) induce or attempt to induce any vendor, supplier, licensee or other business relation of the Company II-VI or its Subsidiaries to cease or restrict doing business with the CompanyII-VI or its Subsidiaries, or in any way interfere with the relationship between any such vendor, supplier, licensee or business relation and the Company.II-VI or its Subsidiaries; or (iii) Either either alone or in association with others (A) solicit, or permit any organization directly or indirectly controlled by the Recipient to solicit, any employee of the Company II-VI or its Subsidiaries to leave the employ of the CompanyII-VI or its Subsidiaries, or (B) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Recipient to solicit for employment, hire or engage as an independent contractor, any person who was employed by the Company II-VI or its Subsidiaries at any time during the term of the Recipient’s employment with the Company; provided, provided that this clause (B) shall not apply to any individual whose employment with the Company II-VI or its Subsidiaries has been terminated for a period of one (1) year or longer. (b) The Recipient and the Company agree acknowledges that certain materials, including, but not limited to, including information, data, technology and other materials relating to customers, programs, costs, marketing, investment, sales activities, promotion, credit and financial data, manufacturing processes, financing methods, plans or the business and affairs of the Company II-VI and its Subsidiaries constitute proprietary confidential information and trade secrets. Accordingly, the Recipient will not at any time during or after the Recipient’s employment with the Company disclose or use for the Recipient’s own benefit or purposes or the benefit or purposes of any other person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise, other than the Company, any proprietary confidential information or trade secrets; provided that the foregoing shall not apply to information which is not unique to the Company II-VI and its Subsidiaries or which is generally known to the industry or the public other than as a result of the Recipient’s breach of this covenant. The Recipient agrees that, upon termination of employment with the Company Participant’s Separation from Service for any reason, the Recipient will immediately return to the Company II-VI all Company property of II-VI and its Subsidiaries, including all memoranda, books, technical and/or lab notebooks, customer product and pricing data, papers, plans, information, letters and other data, and all copies thereof or therefrom, which in any way relate to the business of the CompanyII-VI and its Subsidiaries, except that the Recipient may retain personal items. The Recipient further agrees that the Recipient will not retain or use for the Recipient’s account at any time any trade names, trademark or other proprietary business designation used or owned in connection with the business of II-VI and its Subsidiaries. The Restricted Period will be tolled during and for any period of time during which the CompanyRecipient is in violation of the restrictive covenants contained in this Section 15 and for any period of time which may be necessary to secure an order of court or injunction, either preliminary or permanent, to enforce such covenants, such that the cumulative time period during which the Recipient is in compliance with the restrictive covenants contained in Section 15 will not exceed the one (1)-year period set forth above.

Non-Competition; Non-Solicitation; Confidentiality. (a) While the Recipient is employed by the Company and for a period of one (1) year after the termination or cessation of such employment for any reason (the “Restricted Period”), the Recipient will not directly or indirectly: (i) Engage engage in any business or enterprise (whether as owner, partner, officer, director, employee, consultant, investor, lender or otherwise, except as the holder of not more than 1% of the outstanding stock of a publicly-held company), that develops, manufactures, markets or sells any product or service that competes with any product or service developed, manufactured, marketed or sold or or, to Recipient’s knowledge, planned to be developed, manufactured, marketed or sold, by the Company II-VI or its Subsidiaries while the Recipient was employed by the Company, within the United States of America and/or any other country within which the Company has II-VI or its Subsidiaries have customers or prospective customers as of the date of such termination or cessation. (ii) (A) Solicit solicit for the purpose of selling or distributing any products or services that are the same or similar to those developed, manufactured, marketed or sold by the CompanyII-VI or its Subsidiaries, (1) any customers of the CompanyII-VI or its Subsidiaries, (2) any prospective customers from whom the Company has known by Recipient to have been solicited business by II-VI or its Subsidiaries within the twelve (12) months prior to the Recipient’s termination or cessation of employment, or (3) any distributors, sales agents or other third-parties who sell to or refer potential customers in need of the types of products and services produced, marketed, licensed, sold or provided by the Company II-VI or its Subsidiaries who have become known to Recipient as a result of his/her employment with the Company, or (B) induce or attempt to induce any vendor, supplier, licensee or other business relation of the Company II-VI or its Subsidiaries to cease or restrict doing business with the CompanyII-VI or its Subsidiaries, or in any way interfere with the relationship between any such vendor, supplier, licensee or business relation and the CompanyII-VI or its Subsidiaries. (iii) Either either alone or in association with others (A) solicit, or permit any organization directly or indirectly controlled by the Recipient to solicit, any employee of the Company II-VI or its Subsidiaries to leave the employ of the CompanyII-VI or its Subsidiaries, or (B) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Recipient to solicit for employment, hire or engage as an independent contractor, any person who was employed by the Company II-VI or its Subsidiaries at any time during the term of the Recipient’s employment with the Company; provided, that this clause (BC) shall not apply to any individual whose employment with the Company II-VI or its Subsidiaries has been terminated for a period of one year or longer. (b) The Recipient and the Company agree acknowledges that certain materials, including, but not limited to, information, data, technology and other materials relating to customers, programs, costs, marketing, investment, sales activities, promotion, credit and financial data, manufacturing processes, financing methods, plans or the business and affairs of the Company II-VI and its Subsidiaries constitute proprietary confidential information and trade secrets. Accordingly, the Recipient will not at any time during or after the Recipient’s employment with the Company disclose or use for the Recipient’s own benefit or purposes or the benefit or purposes of any other person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise, other than the Company, any proprietary confidential information or trade secrets; provided that the foregoing shall not apply to information which is not unique to the Company II-VI and its Subsidiaries or which is generally known to the industry or the public other than as a result of the Recipient’s breach of this covenant. The Recipient agrees that, upon termination of employment with the Company for any reason, the Recipient will immediately return to the Company II-VI all Company property of II-VI and its Subsidiaries including all memoranda, books, technical and/or lab notebooks, customer product and pricing data, papers, plans, information, letters and other data, and all copies thereof or therefrom, which in any way relate to the business of the CompanyII-VI and its Subsidiaries, except that the Recipient may retain personal items. The Recipient further agrees that the Recipient will not retain or use for the Recipient’s account at any time any trade names, trademark or other proprietary business designation used or owned in connection with the business of II-VI and its Subsidiaries. The Restricted Period will be tolled during and for any period of time during which the CompanyRecipient is in violation of the restrictive covenants contained in this Section 16 and for any period of time which may be necessary to secure an order of court or injunction, either preliminary or permanent, to enforce such covenants, such that the cumulative time period during which the Recipient is in compliance with the restrictive covenants contained in Section 16 will not exceed the one (1) year period set forth above.

Non-Competition; Non-Solicitation; Confidentiality. (a) While the Recipient is employed by the Company and for a period of one (1) year after the termination or cessation of such employment Recipient’s Separation from Service for any reason (the “Restricted Period”), the Recipient will not directly or indirectly: (i) Engage engage in any business or enterprise (whether as owner, partner, officer, director, employee, consultant, investor, lender or otherwise, except as the holder of not more than one percent (1% %) of the outstanding stock of a publicly-held company), that develops, manufactures, markets or sells any product or service that competes with any product or service developed, manufactured, marketed or sold or or, to the Recipient’s knowledge, planned to be developed, manufactured, marketed or sold, by the Company II-VI or its Subsidiaries while the Recipient was employed by the Company, within the United States of America and/or any other country within which the Company has II-VI or its Subsidiaries have customers or prospective customers as of the date of such termination or cessationSeparation from Service. (ii) (A) Solicit solicit for the purpose of selling or distributing any products or services that are the same or similar to those developed, manufactured, marketed or sold by the CompanyII-VI or its Subsidiaries, (1) any customers of the CompanyII-VI or its Subsidiaries, (2) any prospective customers from whom known by the Company has Recipient to have been solicited business by II-VI or its Subsidiaries within the twelve (12) months prior to the Recipient’s termination or cessation of employmentSeparation from Service, or (3) any distributors, sales agents or other third-parties who sell to or refer potential customers in need of the types of products and services produced, marketed, licensed, sold or provided by the Company II-VI or its Subsidiaries who have become known to the Recipient as a result of his/her employment with the Company, or (B) induce or attempt to induce any vendor, supplier, licensee or other business relation of the Company II-VI or its Subsidiaries to cease or restrict doing business with the CompanyII-VI or its Subsidiaries, or in any way interfere with the relationship between any such vendor, supplier, licensee or business relation and the CompanyII-VI or its Subsidiaries. (iii) Either either alone or in association with others (A) solicit, or permit any organization directly or indirectly controlled by the Recipient to solicit, any employee of the Company II-VI or its Subsidiaries to leave the employ of the CompanyII-VI or its Subsidiaries, or (B) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Recipient to solicit for employment, hire or engage as an independent contractor, any person who was employed by the Company II-VI or its Subsidiaries at any time during the term of the Recipient’s employment with the Company; provided, provided that this clause (B) shall not apply to any individual whose employment with the Company II-VI or its Subsidiaries has been terminated for a period of one year or longer. (b) The Recipient and the Company agree acknowledges that certain materials, including, but not limited to, including information, data, technology and other materials relating to customers, programs, costs, marketing, investment, sales activities, promotion, credit and financial data, manufacturing processes, financing methods, plans or the business and affairs of the Company II-VI and its Subsidiaries constitute proprietary confidential information and trade secrets. Accordingly, the Recipient will not at any time during or after the Recipient’s employment with the Company disclose or use for the Recipient’s own benefit or purposes or the benefit or purposes of any other person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise, other than the Company, any proprietary confidential information or trade secrets; provided that the foregoing shall not apply to information which is not unique to the Company II-VI and its Subsidiaries or which is generally known to the industry or the public other than as a result of the Recipient’s breach of this covenant. The Recipient agrees that, upon termination of employment with the Company Recipient’s Separation from Service for any reason, the Recipient will immediately return to the Company II-VI all Company property of II-VI and its Subsidiaries including all memoranda, books, technical and/or lab notebooks, customer product and pricing data, papers, plans, information, letters and other data, and all copies thereof or therefrom, which in any way relate to the business of the CompanyII-VI and its Subsidiaries, except that the Recipient may retain personal items. The Recipient further agrees that the Recipient will not retain or use for the Recipient’s account at any time any trade names, trademark or other proprietary business designation used or owned in connection with the business of II-VI and its Subsidiaries. The Restricted Period will be tolled during and for any period of time during which the CompanyRecipient is in violation of the restrictive covenants contained in this Section 14 and for any period of time which may be necessary to secure an order of court or injunction, either preliminary or permanent, to enforce such covenants, such that the cumulative time period during which the Recipient is in compliance with the restrictive covenants contained in Section 14 will not exceed the one (1)-year period set forth above.

Non-Competition; Non-Solicitation; Confidentiality. (a) While the Recipient is employed by the Company and for a period of one (1) year after the termination or cessation of such employment Recipient’s Separation from Service for any reason (the “Restricted Period”), the Recipient will not directly or indirectly: (i) Engage engage in any business or enterprise (whether as owner, partner, officer, director, employee, consultant, investor, lender or otherwise, except as the holder of not more than one percent (1% %) of the outstanding stock of a publicly-held company), that develops, manufactures, markets or sells any product or service that competes with any product or service developed, manufactured, marketed or sold or or, to the Recipient’s knowledge, planned to be developed, manufactured, marketed or sold, by the Company II-VI or its Subsidiaries while the Recipient was employed by the Company, within the United States of America and/or any other country within which the Company has II-VI or its Subsidiaries have customers or prospective customers as of the date of such termination or cessationSeparation from Service. (ii) (A) Solicit solicit for the purpose of selling or distributing any products or services that are the same or similar to those developed, manufactured, marketed or sold by the CompanyII-VI or its Subsidiaries, (1) any customers of the CompanyII-VI or its Subsidiaries, (2) any prospective customers from whom known by the Company has Recipient to have been solicited business by II-VI or its Subsidiaries within the twelve (12) months prior to the Recipient’s termination or cessation of employmentSeparation from Service, or (3) any distributors, sales agents or other third-parties who sell to or refer potential customers in need of the types of products and services produced, marketed, licensed, sold or provided by the Company II-VI or its Subsidiaries who have become known to the Recipient as a result of his/her employment with the Company, or (B) induce or attempt to induce any vendor, supplier, licensee or other business relation of the Company II-VI or its Subsidiaries to cease or restrict doing business with the CompanyII-VI or its Subsidiaries, or in any way interfere with the relationship between any such vendor, supplier, licensee or business relation and the CompanyII-VI or its Subsidiaries. (iii) Either either alone or in association with others (A) solicit, or permit any organization directly or indirectly controlled by the Recipient to solicit, any employee of the Company II-VI or its Subsidiaries to leave the employ of the CompanyII-VI or its Subsidiaries, or (B) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Recipient to solicit for employment, hire or engage as an independent contractor, any person who was employed by the Company II-VI or its Subsidiaries at any time during the term of the Recipient’s employment with the Company; provided, provided that this clause (B) shall not apply to any individual whose employment with the Company II-VI or its Subsidiaries has been terminated for a period of one (1) year or longer. (b) The Recipient and the Company agree acknowledges that certain materials, including, but not limited to, including information, data, technology and other materials relating to customers, programs, costs, marketing, investment, sales activities, promotion, credit and financial data, manufacturing processes, financing methods, plans or the business and affairs of the Company II-VI and its Subsidiaries constitute proprietary confidential information and trade secrets. Accordingly, the Recipient will not at any time during or after the Recipient’s employment with the Company disclose or use for the Recipient’s own benefit or purposes or the benefit or purposes of any other person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise, other than the Company, any proprietary confidential information or trade secrets; provided that the foregoing shall not apply to information which is not unique to the Company II-VI and its Subsidiaries or which is generally known to the industry or the public other than as a result of the Recipient’s breach of this covenant. The Recipient agrees that, upon termination of employment with the Company Recipient’s Separation from Service for any reason, the Recipient will immediately return to the Company II-VI all Company property of II-VI and its Subsidiaries, including all memoranda, books, technical and/or lab notebooks, customer product and pricing data, papers, plans, information, letters and other data, and all copies thereof or therefrom, which in any way relate to the business of the CompanyII-VI and its Subsidiaries, except that the Recipient may retain personal items. The Recipient further agrees that the Recipient will not retain or use for the Recipient’s account at any time any trade names, trademark or other proprietary business designation used or owned in connection with the business of II-VI and its Subsidiaries. The Restricted Period will be tolled during and for any period of time during which the CompanyRecipient is in violation of the restrictive covenants contained in this Section 12 and for any period of time which may be necessary to secure an order of court or injunction, either preliminary or permanent, to enforce such covenants, such that the cumulative time period during which the Recipient is in compliance with the restrictive covenants contained in Section 12 will not exceed the one (1)-year period set forth above.

Non-Competition; Non-Solicitation; Confidentiality. (a) While the Recipient is employed by the Company and for a period of one (1) year after the termination or cessation of such employment Recipient’s Separation from Service for any reason (the “Restricted Period”), the Recipient will not directly or indirectly: (i) Engage engage in any business or enterprise (whether as owner, partner, officer, director, employee, consultant, investor, lender or otherwise, except as the holder of not more than one percent (1% %) of the outstanding stock of a publicly-held company), that develops, manufactures, markets or sells any product or service that competes with any product or service developed, manufactured, marketed or sold or or, to the Recipient’s knowledge, planned to be developed, manufactured, marketed or sold, by the Company II-VI or its Subsidiaries while the Recipient was employed by the Company, within the United States of America and/or any other country within which the Company has II-VI or its Subsidiaries have customers or prospective customers as of the date of such termination or cessationSeparation from Service. (ii) (A) Solicit solicit for the purpose of selling or distributing any products or services that are the same or similar to those developed, manufactured, marketed or sold by the CompanyII-VI or its Subsidiaries, (1) any customers of the CompanyII-VI or its Subsidiaries, (2) any prospective customers from whom known by the Company has Recipient to have been solicited business by II-VI or its Subsidiaries within the twelve (12) months prior to the Recipient’s termination or cessation of employmentSeparation from Service, or (3) any distributors, sales agents or other third-parties who sell to or refer potential customers in need of the types of products and services produced, marketed, licensed, sold or provided by the Company II-VI or its Subsidiaries who have become known to the Recipient as a result of his/her employment with the Company, or (B) induce or attempt to induce any vendor, supplier, licensee or other business relation of the Company II-VI or its Subsidiaries to cease or restrict doing business with the CompanyII-VI or its Subsidiaries, or in any way interfere with the relationship between any such vendor, supplier, licensee or business relation and the CompanyII-VI or its Subsidiaries. (iii) Either either alone or in association with others (A) solicit, or permit any organization directly or indirectly controlled by the Recipient to solicit, any employee of the Company II-VI or its Subsidiaries to leave the employ of the CompanyII-VI or its Subsidiaries, or (B) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Recipient to solicit for employment, hire or engage as an independent contractor, any person who was employed by the Company II-VI or its Subsidiaries at any time during the term of the Recipient’s employment with the Company; provided, provided that this clause (B) shall not apply to any individual whose employment with the Company II-VI or its Subsidiaries has been terminated for a period of one (1) year or longer. (b) The Recipient and the Company agree acknowledges that certain materials, including, but not limited to, including information, data, technology and other materials relating to customers, programs, costs, marketing, investment, sales activities, promotion, credit and financial data, manufacturing processes, financing methods, plans or the business and affairs of the Company II-VI and its Subsidiaries constitute proprietary confidential information and trade secrets. Accordingly, the Recipient will not at any time during or after the Recipient’s employment with the Company disclose or use for the Recipient’s own benefit or purposes or the benefit or purposes of any other person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise, other than the Company, any proprietary confidential information or trade secrets; provided that the foregoing shall not apply to information which is not unique to the Company II-VI and its Subsidiaries or which is generally known to the industry or the public other than as a result of the Recipient’s breach of this covenant. The Recipient agrees that, upon termination of employment with the Company Recipient’s Separation from Service for any reason, the Recipient will immediately return to the Company II-VI all Company property of II-VI and its Subsidiaries including all memoranda, books, technical and/or lab notebooks, customer product and pricing data, papers, plans, information, letters and other data, and all copies thereof or therefrom, which in any way relate to the business of the CompanyII-VI and its Subsidiaries, except that the Recipient may retain personal items. The Recipient further agrees that the Recipient will not retain or use for the Recipient’s account at any time any trade names, trademark or other proprietary business designation used or owned in connection with the business of II-VI and its Subsidiaries. The Restricted Period will be tolled during and for any period of time during which the CompanyRecipient is in violation of the restrictive covenants contained in this Section 13 and for any period of time which may be necessary to secure an order of court or injunction, either preliminary or permanent, to enforce such covenants, such that the cumulative time period during which the Recipient is in compliance with the restrictive covenants contained in this Section 13 will not exceed the one (1)-year period set forth above.