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

Non-Competition; Non-Solicitation; Non-Disparagement. (a) The Executive acknowledges that, as a senior management employee, the Executive will be involved, on a high level, in the development, implementation and management of the Company’s global business plans, including those which involve the Company’s finances, research, marketing, planning, operations, and acquisition strategies. By virtue of the Executive’s position and knowledge of the Company, the Executive acknowledges that his employment by a competitor of the Company represents a serious competitive danger to the Company, and that the use of the Executive’s experience and knowledge about the Company’s business, strategies and plans by a competitor can and would constitute a valuable competitive advantage over the Company. In view of the foregoing, and in consideration of the payments made to the Executive under this Agreement, the Executive covenants and agrees that, if the Executive’s employment is terminated and the Company has fulfilled its obligations under this Agreement, for a period of one year (or three years if the Executive receives payments under clause (B)(x) of Section 4(d)(ii) hereof) after the Date of Termination the Executive will not (A) engage, in any capacity, directly or indirectly, including but not limited as employee, agent, consultant, manager, executive, owner or stockholder (except as a passive investor holding less than a 5% equity interest in any enterprise) in any business entity engaged in competition with the Business conducted by the Company on the Date of Termination anywhere in the world, or (B) solicit a customer of the Business in violation of clause (A); provided, that the Executive may be employed by a competitor of the Company so long as the Executive’s duties and responsibilities do not relate directly or indirectly to the business segment of the new employer which is actually or potentially competitive with the Business. (b) The Company (for itself and its officers and directors) and the Executive mutually agree and covenant not to disparage the reputation or character of the other.

Non-Competition; Non-Solicitation; Non-Disparagement. (a) The Executive Officer acknowledges that, as a senior management employee, the Executive Officer will be involved, on a high level, in the development, implementation and management of the Company’s global business plans, including those which involve the Company’s finances, research, marketing, planning, operations, and acquisition strategies. By virtue of the ExecutiveOfficer’s position and knowledge of the Company, the Executive Officer acknowledges that his employment by a competitor of the Company represents a serious competitive danger to the Company, and that the use of the ExecutiveOfficer’s experience and knowledge about the Company’s business, strategies and plans by a competitor can and would constitute a valuable competitive advantage over the Company. In view of the foregoing, and in consideration of the payments made to the Executive Officer under this Agreement, the Executive Officer covenants and agrees that, if the ExecutiveOfficer’s employment is terminated and the Company has fulfilled its obligations under this Agreement, for a period of one year (or three one and one-half years if the Executive Officer receives payments under clause (B)(xSection 3(c)(i) of Section 4(d)(iior 3(d) hereof) after the Date of Termination the Executive Officer will not (A) engage, in any capacity, directly or indirectly, including but not limited as employee, agent, consultant, manager, executiveOfficer, owner or stockholder (except as a passive investor holding less than a 5% equity interest in any enterprise) in any business entity engaged in competition with the Business conducted by the Company on the Date of Termination anywhere in the world, or (B) solicit a customer of the Business in violation of clause (A); , provided, that the Executive Officer may be employed by a competitor of the Company so long as the ExecutiveOfficer’s duties and responsibilities do not relate directly or indirectly to the business segment of the new employer which is actually or potentially competitive with the Business, or (C) directly or indirectly solicit, induce or otherwise encourage any person to discontinue or refrain from entering into any employment relationship (contractual or otherwise) with the Company. (b) The Company (for itself and its officers and directors) and the Executive Officer mutually agree and covenant not to disparage the reputation or character of the other.

Non-Competition; Non-Solicitation; Non-Disparagement. (a) The Executive Officer acknowledges that, as a senior management employee, the Executive Officer will be involved, on a high level, in the development, implementation and management of the Company’s 's global business plans, including those which involve the Company’s 's finances, research, marketing, planning, operations, and acquisition strategies. By virtue of the Executive’s Officer's position and knowledge of the Company, the Executive Officer acknowledges that his her employment by a competitor of the Company represents a serious competitive danger to the Company, and that the use of the Executive’s Officer's experience and knowledge about the Company’s 's business, strategies and plans by a competitor can and would constitute a valuable competitive advantage over the Company. In view of the foregoing, and in consideration of the payments made to the Executive Officer under this Agreement, the Executive Officer covenants and agrees that, if the Executive’s Officer's employment is terminated and the Company has fulfilled its obligations under this Agreement, for a period of one year (or three one and one-half years if the Executive Officer receives payments under clause (B)(xSection 3(c)(i) of Section 4(d)(iior 3(d) hereof) after the Date of Termination the Executive Officer will not (A) engage, in any capacity, directly or indirectly, including but not limited as employee, agent, consultant, manager, executiveOfficer, owner or stockholder (except as a passive investor holding less than a 5% equity interest in any enterprise) in any business entity engaged in competition with the Business conducted by the Company on the Date of Termination anywhere in the world, or (B) solicit a customer of the Business in violation of clause (A); , provided, that the Executive Officer may be employed by a competitor of the Company so long as the Executive’s Officer's duties and responsibilities do not relate directly or indirectly to the business segment of the new employer which is actually or potentially competitive with the Business, or (C) directly or indirectly solicit, induce or otherwise encourage any person to discontinue or refrain from entering into any employment relationship (contractual or otherwise) with the Company. (b) The Company (for itself Officer agrees and its officers and directors) and the Executive mutually agree and covenant covenants not to disparage the reputation or character of the otherCompany or its officers and directors.

Non-Competition; Non-Solicitation; Non-Disparagement. (a) The Executive acknowledges that, as a senior management employee, the Executive will be involved, on a high level, in the development, implementation and management of the Company’s global business plans, including those which involve the Company’s finances, research, marketing, planning, operations, and acquisition strategies. By virtue of the Executive’s position and knowledge of the Company, the Executive acknowledges that his employment by a competitor of the Company represents a serious competitive danger to the Company, and that the use of the Executive’s experience and knowledge about the Company’s business, strategies and plans by a competitor can and would constitute a valuable competitive advantage over the Company. In view of the foregoing, and in consideration of the payments made to the Executive under this Agreement, the Executive covenants and agrees that, if the Executive’s employment is terminated and the Company has fulfilled its obligations under this Agreement, for a period of one year (or three years if the Executive receives payments under clause (B)(x) of Section 4(d)(ii4(e)(iii) hereofhereof and the Date of Termination was on or before the fifth anniversary of the Effective Date, or two years if the Executive receives payments under clause (B)(x) of Section 4(e)(iii) hereof and the Date of Termination was after the fifth anniversary of the Effective Date) after the Date of Termination the Executive will not (A) engage, in any capacity, directly or indirectly, including but not limited as employee, agent, consultant, manager, executive, owner or stockholder (except as a passive investor holding less than a 5% equity interest in any enterprise) in any business entity engaged in competition with the Business conducted by the Company on the Date of Termination anywhere in the world, or (B) solicit a customer of the Business in violation of clause (A); provided, that the Executive may be employed by a competitor of the Company so long as the Executive’s duties and responsibilities do not relate directly or indirectly to the business segment of the new employer which is actually or potentially competitive with the Business. (b) The Company (for itself and its officers and directors) and the Executive mutually agree and covenant not to disparage the reputation or character of the other.

Non-Competition; Non-Solicitation; Non-Disparagement. (a) a. The Executive Officer acknowledges that, as a senior management employee, the Executive Officer will be involved, on a high level, in the development, implementation and management of the Company’s global business plans, including those which involve the Company’s finances, research, marketing, planning, operations, and acquisition strategies. By virtue of the ExecutiveOfficer’s position and knowledge of the Company, the Executive Officer acknowledges that his employment by a competitor of the Company represents a serious competitive danger to the Company, and that the use of the ExecutiveOfficer’s experience and knowledge about the Company’s business, strategies and plans by a competitor can and would constitute a valuable competitive advantage over the Company. In view of the foregoing, and in consideration of the payments made to the Executive Officer under this Agreement, the Executive Officer covenants and agrees that, if the ExecutiveOfficer’s employment is terminated and the Company has fulfilled its obligations under this Agreement, for a period of one year and one half years (or three two and one half years if the Executive Officer receives payments under clause (B)(x) of Section 4(d)(ii) 3.c.i or 3.d hereof) after the Date of Termination the Executive Officer will not (A) engage, in any capacity, directly or indirectly, including but not limited as employee, agent, consultant, manager, executiveofficer, owner or stockholder (except as a passive investor holding less than a 5% equity interest in any enterprise) in any business entity engaged in competition with the Business conducted by the Company or its affiliates on the Date of Termination anywhere in the worldTermination, or (B) solicit a customer of the Business in violation of clause (A); , provided, that the Executive Officer may be employed by a competitor of the Company so long as the ExecutiveOfficer’s duties and responsibilities do not relate directly or indirectly to the business segment of the new employer which is actually or potentially competitive with the Business, or (C) directly or indirectly solicit, induce or otherwise encourage any person to discontinue or refrain from entering into any employment relationship (contractual or otherwise) with the Company. Notwithstanding the foregoing, the restrictions in Section 5.a(C) shall not apply with regard to general solicitations or advertisements that are not specifically directed to employees or consultants of the Company. (b) b. The Company (for itself Officer agrees and its officers and directors) and the Executive mutually agree and covenant covenants not to disparage the reputation or character of the otherCompany or its officers and directors. The Company agrees and covenants to instruct its directors and executive officers not to disparage the reputation or character of the Officer.

Non-Competition; Non-Solicitation; Non-Disparagement. (a) The Executive acknowledges that, as a senior management employee, the Executive will be involved, on a high level, in the development, implementation and management of the Company’s global business plans, including those which involve the Company’s finances, research, marketing, planning, operations, and acquisition strategies. By virtue of the Executive’s position and knowledge of the Company, the Executive acknowledges that his employment by a competitor of the Company represents a serious competitive danger to the Company, and that the use of the Executive’s experience and knowledge about the Company’s business, strategies and plans by a competitor can and would constitute a valuable competitive advantage over the Company. In view of the foregoing, and in consideration of the payments made to the Executive under this Agreement, the Executive covenants and agrees that, if the Executive’s employment is terminated and the Company has fulfilled its obligations under this Agreement, for a period of one year (or three years if the Executive receives payments under clause (B)(x) of Section 4(d)(ii4(e)(iii) hereof) after the Date of Termination the Executive will not (A) engage, in any capacity, directly or indirectly, including but not limited as employee, agent, consultant, manager, executive, owner or stockholder (except as a passive investor holding less than a 5% equity interest in any enterprise) in any business entity engaged in competition with the Business conducted by the Company on the Date of Termination anywhere in the world, or (B) solicit a customer of the Business in violation of clause (A); provided, that the Executive may be employed by a competitor of the Company so long as the Executive’s duties and responsibilities do not relate directly or indirectly to the business segment of the new employer which is actually or potentially competitive with the Business. (b) The Company (for itself and its officers and directors) and the Executive mutually agree and covenant not to disparage the reputation or character of the other.

Non-Competition; Non-Solicitation; Non-Disparagement. (a) The Executive Officer acknowledges that, as a senior management employee, the Executive Officer will be involved, on a high level, in the development, implementation and management of the Company’s 's global business plans, including those which involve the Company’s 's finances, research, marketing, planning, operations, and acquisition strategies. By virtue of the Executive’s Officer's position and knowledge of the Company, the Executive Officer acknowledges that his employment by a competitor of the Company represents a serious competitive danger to the Company, and that the use of the Executive’s Officer's experience and knowledge about the Company’s 's business, strategies and plans by a competitor can and would constitute a valuable competitive advantage over the Company. In view of the foregoing, and in consideration of the payments made to the Executive Officer under this Agreement, the Executive Officer covenants and agrees that, if the Executive’s Officer's employment is terminated and the Company has fulfilled its obligations under this Agreement, for a period of one year (or three one and one-half years if the Executive Officer receives payments under clause (B)(xSection 3(c)(i) of Section 4(d)(iior 3(d) hereof) after the Date of Termination the Executive Officer will not (A) engage, in any capacity, directly or indirectly, including but not limited as employee, agent, consultant, manager, executiveOfficer, owner or stockholder (except as a passive investor holding less than a 5% equity interest in any enterprise) in any business entity engaged in competition with the Business conducted by the Company on the Date of Termination anywhere in the world, or (B) solicit a customer of the Business in violation of clause (A); , provided, that the Executive Officer may be employed by a competitor of the Company so long as the Executive’s Officer's duties and responsibilities do not relate directly or indirectly to the business segment of the new employer which is actually or potentially competitive with the Business, or (C) directly or indirectly solicit, induce or otherwise encourage any person to discontinue or refrain from entering into any employment relationship (contractual or otherwise) with the Company. (b) The Company (for itself and its officers and directors) and the Executive Officer mutually agree and covenant not to disparage the reputation or character of the other.