Common use of Non-Solicit Clause in Contracts

Non-Solicit. (a) Grantee acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows: (i) Grantee will not, within twelve months following the termination of his employment with the Company for any reason (the “Post-Termination Period”) or during Grantee’s employment (collectively with the Post-Termination Period, the “Restricted Period”), influence or attempt to influence customers of the Company or its subsidiaries or any of its present or future subsidiaries or affiliates, either directly or indirectly, to divert their business to any individual, partnership, firm, corporation or other entity then in competition with the business of the Company or any subsidiary or affiliate of the Company. (ii) During the Restricted Period, Grantee will not, and will not, directly or indirectly, cause any other person to, initiate or respond to communications with or from, any employee of the Company or its subsidiaries during the twelve-month period prior to the termination of such employee’s employment with the Company, for the purpose of soliciting such employee, or facilitating the hiring of any such employee, to work for any other business, individual, partnership, firm, corporation, or other entity; and (b) It is expressly understood and agreed that although Grantee and the Company consider the restrictions contained in this Appendix A to be reasonable, if a final judicial determination is made by a court of competent jurisdiction, that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Grantee, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. (c) The period of time during which the provisions of this Appendix A shall be in effect shall be extended by the length of time during which Grantee is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive relief.

Non-Solicit. (a) Grantee Optionee acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows: (i) Grantee Optionee will not, within twelve months following the termination of his or her employment with the Company for any reason (the “Post-Termination Period”) or during GranteeOptionee’s employment (collectively with the Post-Termination Period, the “Restricted Period”), influence or attempt to influence customers of the Company or its subsidiaries or any of its present or future subsidiaries or affiliates, either directly or indirectly, to divert their business to any individual, partnership, firm, corporation or other entity then in competition with the business of the Company or any subsidiary or affiliate of the Company. (ii) During the Restricted Period, Grantee Optionee will not, and will not, not directly or indirectly, cause any other person to, initiate or respond to communications with or from, any employee of the Company or its subsidiaries during the twelve-month period prior to the termination of such employee’s employment with the Company, for the purpose of soliciting such employee, or facilitating the hiring of any such employee, to work for any other business, individual, partnership, firm, corporation, or other entity; and (b) It is expressly understood and agreed that although Grantee Optionee and the Company consider the restrictions contained in this Appendix A to be reasonable, if a final judicial determination is made by a court of competent jurisdiction, that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against GranteeOptionee, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. (c) The period of time during which the provisions of this Appendix A shall be in effect shall be extended by the length of time during which Grantee Optionee is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive relief.

Non-Solicit. (a) Grantee Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows: (i) Grantee Executive will not, within twelve months following the termination of his employment with the Company for any reason (the “Post-Termination Period”) or during GranteeExecutive’s employment (collectively with the Post-Termination Period, the “Restricted Period”), influence or attempt to influence customers of the Company or its subsidiaries or any of its present or future subsidiaries or affiliates, either directly or indirectly, to divert their business to any individual, partnership, firm, corporation or other entity then in competition with the business of the Company or any subsidiary or affiliate of the Company. (ii) During the Restricted Period, Grantee Executive will not, and will not, directly or indirectly, cause any other person to, initiate or respond to communications with or from, any employee of the Company or its subsidiaries during the twelve-month period prior to the termination of such employee’s employment with the Company, for the purpose of soliciting such employee, or facilitating the hiring of any such employee, to work for any other business, individual, partnership, firm, corporation, or other entity; and (b) It is expressly understood and agreed that although Grantee Executive and the Company consider the restrictions contained in this Appendix A to be reasonable, if a final judicial determination is made by a court of competent jurisdiction, that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against GranteeExecutive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. (c) The period of time during which the provisions of this Appendix A shall be in effect shall be extended by the length of time during which Grantee Executive is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive relief.

Non-Solicit. (a) Grantee Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows: (i) Grantee Executive will not, within twelve months following the termination of his or her employment with the Company for any reason (the “Post-Termination Period”) or during GranteeExecutive’s employment (collectively with the Post-Termination Period, the “Restricted Period”), influence or attempt to influence customers of the Company or its subsidiaries or any of its present or future subsidiaries or affiliates, either directly or indirectly, to divert their business to any individual, partnership, firm, corporation or other entity then in competition with the business of the Company or any subsidiary or affiliate of the Company. (ii) During the Restricted Period, Grantee Executive will not, and will not, not directly or indirectly, cause any other person to, initiate or respond to communications with or from, any employee of the Company or its subsidiaries during the twelve-month period prior to the termination of such employee’s employment with the Company, for the purpose of soliciting such employee, or facilitating the hiring of any such employee, to work for any other business, individual, partnership, firm, corporation, or other entity; and (b) It is expressly understood and agreed that although Grantee Executive and the Company consider the restrictions contained in this Appendix A to be reasonable, if a final judicial determination is made by a court of competent jurisdiction, that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against GranteeExecutive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. (c) The period of time during which the provisions of this Appendix A shall be in effect shall be extended by the length of time during which Grantee Executive is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive relief.

Non-Solicit. (a) Grantee Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates Affiliates and accordingly agrees as follows: (i) Grantee Executive will not, within twelve months following the termination of his or her employment with the Company for any reason (the ““ Post-Termination Period”Period “) or during GranteeExecutive’s employment (collectively with the Post-Termination Period, the “Restricted Period”), influence or attempt to influence customers of the Company or its subsidiaries Affiliates or any of its present or future subsidiaries or affiliatesAffiliates, either directly or indirectly, to divert their business to any individual, partnership, firm, corporation or other entity then in competition with the business of the Company or any subsidiary or affiliate Affiliate of the Company. (ii) During the Restricted Period, Grantee Executive will not, and will not, not directly or indirectly, cause any other person to, initiate or respond to communications with or from, any employee of the Company or its subsidiaries Affiliates during the twelve-month period prior to before the termination of such employee’s employment with the CompanyCompany or an Affiliate, for the purpose of soliciting such employee, or facilitating the hiring of any such employee, to work for any other business, individual, partnership, firm, corporation, or other entity; and (b) It is expressly understood and agreed that although Grantee Executive and the Company consider the restrictions contained in Section 1 of this Appendix A to be reasonable, if a final judicial determination is made by a court of competent jurisdiction, that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against GranteeExecutive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. (c) The period of time during which the provisions of Section 1 of this Appendix A shall be in effect shall be extended by the length of time during which Grantee Executive is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive relief.

Non-Solicit. (a) Grantee acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows: (i) Grantee will not, within twelve months following the termination of his employment with the Company for any reason (the “Post-Termination Period”) or during GranteeXxxxxxx’s employment (collectively with the Post-Termination Period, the “Restricted Period”), influence or attempt to influence customers of the Company or its subsidiaries or any of its present or future subsidiaries or affiliates, either directly or indirectly, to divert their business to any individual, partnership, firm, corporation or other entity then in competition with the business of the Company or any subsidiary or affiliate of the Company. (ii) During the Restricted Period, Grantee will not, and will not, directly or indirectly, cause any other person to, initiate or respond to communications with or from, any employee of the Company or its subsidiaries during the twelve-month period prior to the termination of such employee’s employment with the Company, for the purpose of soliciting such employee, or facilitating the hiring of any such employee, to work for any other business, individual, partnership, firm, corporation, or other entity; and (b) It is expressly understood and agreed that although Grantee and the Company consider the restrictions contained in Section 1 of this Appendix A to be reasonable, if a final judicial determination is made by a court of competent jurisdiction, that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Grantee, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. (c) The period of time during which the provisions of Section 1 of this Appendix A shall be in effect shall be extended by the length of time during which Grantee is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive relief.

Non-Solicit. (a) Grantee acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows: (i) Grantee will not, within twelve months following the termination of his employment with the Company for any reason (the “Post-Termination Period”) or during GranteeXxxxxxx’s employment (collectively with the Post-Termination Period, the “Restricted Period”), influence or attempt to influence customers of the Company or its subsidiaries or any of its present or future subsidiaries or affiliates, either directly or indirectly, to divert their business to any individual, partnership, firm, corporation or other entity then in competition with the business of the Company or any subsidiary or affiliate of the Company. (ii) During the Restricted Period, Grantee will not, and will not, directly or indirectly, cause any other person to, initiate or respond to communications with or from, any employee of the Company or its subsidiaries during the twelve-month period prior to the termination of such employee’s employment with the Company, for the purpose of soliciting such employee, or facilitating the hiring of any such employee, to work for any other business, individual, partnership, firm, corporation, or other entity; entity; and (b) It is expressly understood and agreed that although Grantee and the Company consider the restrictions contained in this Appendix A to be reasonable, if a final judicial determination is made by a court of competent jurisdiction, that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Grantee, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. (c) The period of time during which the provisions of this Appendix A shall be in effect shall be extended by the length of time during which Grantee is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive relief.

Non-Solicit. (a) Grantee acknowledges and recognizes In order to induce the highly competitive nature Company to enter into the transactions contemplated by the Merger Agreement, Bain, each of the businesses Bain Investors, KKR and each of the Company KKR Investors each hereby covenants and its affiliates and accordingly agrees as follows: (i) Grantee will notthat, within twelve months following until the termination of his employment with the Company for any reason (the “Postone-Termination Period”) or during Grantee’s employment (collectively with the Post-Termination Period, the “Restricted Period”), influence or attempt to influence customers year anniversary of the Company Effective Time, such Person shall not solicit for employment any person that is (or its subsidiaries or any of its present or future subsidiaries or affiliates, either directly or indirectly, to divert their business to any individual, partnership, firm, corporation or other entity then in competition with was within the business of the Company or any subsidiary or affiliate of the Company. (ii) During the Restricted Period, Grantee will not, and will not, directly or indirectly, cause any other person to, initiate or respond to communications with or from, any employee of the Company or its subsidiaries during the twelvesix-month period prior to the termination date of determination) the Chief Executive Officer of Lake Region or any of his direct reports; provided, that (i) employing any person who contacts such employee’s Person on his or her own initiative and without any direct solicitation by such Person or as a result of general, non-targeted media advertising, (ii) soliciting or employing any such person through the use of an independent search firm that contacts employees of the Company or any of its subsidiaries, or of Lake Region or any of its subsidiaries, without the direction or advice of any of the Persons whose activities are restricted by this Section 2.1 or (iii) soliciting or hiring any Person whose employment with the Company, for the purpose Lake Region or any of soliciting such employee, or facilitating the hiring of any such employee, to work its subsidiaries has been terminated for any other businessreason, individualshall, partnershipin each case, firm, corporation, not be deemed to be direct or other entity; andindirect solicitations. (b) It is expressly understood and agreed that although Grantee For the avoidance of doubt, in the event of a breach of the obligations under this Section 2.1, in addition to all other available remedies, the Company shall be entitled to seek specific performance to enforce the provisions of this Section 2.1 in any court of competent jurisdiction in accordance with Section 6.9. (c) Each of Bain, the Bain Investors, KKR and the Company consider KKR Investors acknowledges that the restrictions contained in this Appendix A Section 2.1 are reasonable and necessary to be reasonable, if protect the legitimate interests of the Company and constitute a final judicial determination is made by a court of competent jurisdiction, that material inducement to the time or territory or any other restriction contained in Company to enter into this Agreement and the Merger Agreement and consummate the transactions contemplated by this Agreement and the Merger Agreement. It is an unenforceable restriction against Grantee, the intent of the parties that the provisions of this Agreement Section 2.1 shall not be rendered void but enforced to the fullest extent permissible under the Applicable Law and public policies applied in each jurisdiction in which enforcement is sought. If any particular provision or portion of this Section 2.1 shall be adjudicated to be invalid or unenforceable, such provision or portion thereof shall be deemed amended to apply as the minimum extent necessary to render such maximum time provision or portion valid and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect amendment to apply only with respect to the enforceability operation of any of such provision or portion in the other restrictions contained hereinparticular jurisdiction in which such adjudication is made. (c) The period of time during which the provisions of this Appendix A shall be in effect shall be extended by the length of time during which Grantee is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive relief.

Non-Solicit. (a) Grantee acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows: (i) Grantee will not, within twelve months following the termination of his employment with the Company for any reason (the “Post-Termination Period”) or during Grantee’s employment Grantee’x xxxxxyment (collectively with the Post-Termination Period, the “Restricted Period”), influence or attempt to influence customers of the Company or its subsidiaries or any of its present or future subsidiaries or affiliates, either directly or indirectly, to divert their business to any individual, partnership, firm, corporation or other entity then in competition with the business of the Company or any subsidiary or affiliate of the Company. (ii) During the Restricted Period, Grantee will not, and will not, directly or indirectly, cause any other person to, initiate or respond to communications with or from, any employee of the Company or its subsidiaries during the twelve-month period prior to the termination of such employee’s employment with the Company, for the purpose of soliciting such employee, or facilitating the hiring of any such employee, to work for any other business, individual, partnership, firm, corporation, or other entity; and (b) It is expressly understood and agreed that although Grantee and the Company consider the restrictions contained in Section 1 of this Appendix A to be reasonable, if a final judicial determination is made by a court of competent jurisdiction, that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Grantee, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. (c) The period of time during which the provisions of Section 1 of this Appendix A shall be in effect shall be extended by the length of time during which Grantee is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive relief.

Non-Solicit. (a) Grantee Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows: (i) Grantee Participant will not, within twelve months following the termination of his or her employment with the Company for any reason (the “Post-Termination Period”) or during GranteeParticipant’s employment (collectively with the Post-Termination Period, the “Restricted Period”), influence or attempt to influence customers of the Company or its subsidiaries or any of its present or future subsidiaries or affiliates, either directly or indirectly, to divert their business to any individual, partnership, firm, corporation or other entity then in competition with the business of the Company or any subsidiary or affiliate of the Company. (ii) During the Restricted Period, Grantee Participant will not, and will not, not directly or indirectly, cause any other person to, initiate or respond to communications with or from, any employee of the Company or its subsidiaries during the twelve-month period prior to the termination of such employee’s employment with the Company, for the purpose of soliciting such employee, or facilitating the hiring of any such employee, to work for any other business, individual, partnership, firm, corporation, or other entity; and (b) It is expressly understood and agreed that although Grantee Participant and the Company consider the restrictions contained in this Appendix A to be reasonable, if a final judicial determination is made by a court of competent jurisdiction, that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against GranteeParticipant, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. (c) The period of time during which the provisions of this Appendix A shall be in effect shall be extended by the length of time during which Grantee Participant is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive relief.

Non-Solicit. (a) Grantee acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows: (i) Grantee will not, within twelve months following the termination of his employment with the Company for any reason (the “Post-Termination Period”) or during Grantee’s employment (collectively with the Post-Termination Period, the “Restricted Period”), influence or attempt to influence customers of the Company or its subsidiaries or any of its present or future subsidiaries or affiliates, either directly or indirectly, to divert their business to any individual, partnership, firm, corporation or other entity then in competition with the business of the Company or any subsidiary or affiliate of the Company. (ii) During the Restricted Period, Grantee will the Seller (the “Restricted Party”), shall not, and will notshall cause its and their Affiliates not to, directly or indirectly, cause (i) solicit any other person to, initiate or respond to communications with or from, any employee Person who was a customer of the Company Business as of the Closing Date (a “Customer”), or cause or participate in any actions which could result in the solicitation of any Customer to end its subsidiaries during the twelve-month period prior to the termination of such employee’s employment relationship with the Company, for Buyer or to terminate or violate the purpose terms of soliciting any contract such employeePerson has with the Buyer, or facilitating (ii) solicit any lessor, lessee, vendor, supplier, customer, distributor or other Person to end its relationship with the hiring Buyer or to terminate or violate the terms of any contract such employee, to work for any other business, individual, partnership, firm, corporation, or other entity; andPerson has with the Buyer. (b) It During the Restricted Period, the Restricted Party shall not, and shall cause its Affiliates not to, directly or indirectly, solicit for employment or employ any person who is expressly understood and agreed that although Grantee and or was an employee or consultant (excluding professional advisors) of the Company consider Selling Parties as the restrictions contained in this Appendix A Closing Date, or request, induce or advise any employee or consultant of the Buyer to be reasonableleave the employ of, if a final judicial determination is made by a court or otherwise stop providing services to, the Buyer, without the prior written consent of competent jurisdictionthe Buyer; provided, that a general offer of employment to the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Grantee, the provisions of this Agreement public shall not be rendered void but shall be deemed amended to apply prohibited hereunder as to such maximum time and territory and to such maximum extent long as such court may judicially determine not specifically directed at any employees or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any consultants of the other restrictions contained hereinBuyer. (c) The period nature and scope of time during which the foregoing protection and the protections provided in Section 5.11 have been carefully considered by the Parties. The Parties agree and acknowledge that the duration, scope and geographic areas applicable to the provisions in this Section 5.11 and Section 5.3 are fair, reasonable and necessary and that adequate compensation has been received by the Restricted Party for such obligations. If, however, for any reason any court determines that any such restrictions are not reasonable or that consideration is inadequate, such restrictions shall be interpreted, modified or rewritten to include as much of the duration, scope and geographic area identified in this Section 5.11 and Section 5.3 as will render such restrictions valid and enforceable. The Restricted Party acknowledges that it stands to gain significant benefits by virtue of the consummation of the transactions contemplated by this Agreement. (d) In the event of a breach or threatened breach of this Appendix A Section 5.11 or Section 5.3, the Buyer shall be in effect entitled, without the posting of a bond, to an injunction restraining, and an accounting of profits and benefits arising out of, such breach. Nothing herein contained shall be extended by the length of time during which Grantee is in construed as prohibiting any Party from pursuing any other remedy available to it for such breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive reliefor threatened breach.

Non-Solicit. (a) Grantee Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates Affiliates and accordingly agrees as follows: (i) Grantee Executive will not, within twelve months following the termination of his or her employment with the Company for any reason (the ““ Post-Termination Period”Period “) or during GranteeExecutive’s employment (collectively with the Post-Termination Period, the “Restricted Period”), influence or attempt to influence customers of the Company or its subsidiaries Affiliates or any of its present or future subsidiaries or affiliatesAffiliates, either directly or indirectly, to divert their business to any individual, partnership, firm, corporation or other entity then in competition with the business of the Company or any subsidiary or affiliate Affiliate of the Company. (ii) During the Restricted Period, Grantee Executive will not, and will not, not directly or indirectly, cause any other person to, initiate or respond to communications with or from, any employee of the Company or its subsidiaries Affiliates during the twelve-month period prior to before the termination of such employee’s employment with the CompanyCompany or an Affiliate, for the purpose of soliciting such employee, or facilitating the hiring of any such employee, to work for any other business, individual, partnership, firm, corporation, or other entity; and (b) It is expressly understood and agreed that although Grantee Executive and the Company consider the restrictions contained in Section 1 of this Appendix A to be reasonable, if a final judicial determination is made by a court of competent jurisdiction, that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against GranteeExecutive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. (c) The period of time during which the provisions of Section 1 of this Appendix A shall be in effect shall be extended by the length of time during which Grantee Executive is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive relief.. 2023 PSU Grant – Annual Grant PACID: 23PSU

Non-Solicit. (a) Grantee Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows: (i) Grantee Executive will not, within twelve months following the termination of his or her employment with the Company for any reason (the ““ Post-Termination PeriodPeriod ”) or during GranteeExecutive’s employment (collectively with the Post-Termination Period, the “Restricted PeriodPeriod ”), influence or attempt to influence customers of the Company or its subsidiaries Affiliates or any of its present or future subsidiaries or affiliatesAffiliates, either directly or indirectly, to divert their business to any individual, partnership, firm, corporation or other entity then in competition with the business of the Company or any subsidiary or affiliate Affiliate of the Company. (ii) During the Restricted Period, Grantee Executive will not, and will not, not directly or indirectly, cause any other person to, initiate or respond to communications with or from, any employee of the Company or its subsidiaries Affiliates during the twelve-month period prior to before the termination of such employee’s employment with the CompanyCompany or an Affiliate, for the purpose of soliciting such employee, or facilitating the hiring of any such employee, to work for any other business, individual, partnership, firm, corporation, or other entity; and (b) It is expressly understood and agreed that although Grantee Executive and the Company consider the restrictions contained in this Appendix A to be reasonable, if a final judicial determination is made by a court of competent jurisdiction, that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against GranteeExecutive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. (c) The period of time during which the provisions of this Appendix A shall be in effect shall be extended by the length of time during which Grantee Executive is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive relief.

Non-Solicit. (a) Grantee Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates Affiliates and accordingly agrees as follows: (i) Grantee Executive will not, within twelve months following the termination of his or her employment with the Company for any reason (the ““ Post-Termination Period”Period “) or during GranteeExecutive’s employment (collectively with the Post-Termination Period, the “Restricted Period”), influence or attempt to influence customers of the Company or its subsidiaries Affiliates or any of its present or future subsidiaries or affiliatesAffiliates, either directly or indirectly, to divert their business to any individual, partnership, firm, corporation or other entity then in competition with the business of the Company or any subsidiary or affiliate Affiliate of the Company. (ii) During the Restricted Period, Grantee Executive will not, and will not, not directly or indirectly, cause any other person to, initiate or respond to communications with or from, any employee of the Company or its subsidiaries Affiliates during the twelve-month period prior to before the termination of such employee’s employment with the CompanyCompany or an Affiliate, for the purpose of soliciting such employee, or facilitating the hiring of any such employee, to work for any other business, individual, partnership, firm, corporation, or other entity; and (b) It is expressly understood and agreed that although Grantee Executive and the Company consider the restrictions contained in Section 1 of this Appendix A to be reasonable, if a final judicial determination is made by a court of competent jurisdiction, that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against GranteeExecutive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. (c) The period of time during which the provisions Section 1 of this Appendix A shall be in effect shall be extended by the length of time during which Grantee Executive is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive relief.. 2023 SPU Grant – Annual Grant PACID: 23SPU

Non-Solicit. (a) Grantee Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates Affiliates and accordingly agrees as follows: (i) Grantee Executive will not, within twelve months following the termination of his or her employment with the Company for any reason (the ““ Post-Termination PeriodPeriod ”) or during GranteeExecutive’s employment (collectively with the Post-Termination Period, the “Restricted PeriodPeriod ”), influence or attempt to influence customers of the Company or its subsidiaries Affiliates or any of its present or future subsidiaries or affiliatesAffiliates, either directly or indirectly, to divert their business to any individual, partnership, firm, corporation or other entity then in competition with the business of the Company or any subsidiary or affiliate Affiliate of the Company. (ii) During the Restricted Period, Grantee Executive will not, and will not, not directly or indirectly, cause any other person to, initiate or respond to communications with or from, any employee of the Company or its subsidiaries Affiliates during the twelve-month period prior to before the termination of such employee’s employment with the CompanyCompany or an Affiliate, for the purpose of soliciting such employee, or facilitating the hiring of any such employee, to work for any other business, individual, partnership, firm, corporation, or other entity; and (b) It is expressly understood and agreed that although Grantee Executive and the Company consider the restrictions contained in this Appendix A to be reasonable, if a final judicial determination is made by a court of competent jurisdiction, that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against GranteeExecutive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. (c) The period of time during which the provisions of this Appendix A shall be in effect shall be extended by the length of time during which Grantee Executive is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive relief.