Common use of Non-Solicitation and Non-Hire of Employees Clause in Contracts

Non-Solicitation and Non-Hire of Employees. Recipient acknowledges that the employees of Protection One are a key component to the success of Protection One and that the preservation of the employee base of Protection One is critical to, among other things, the prospects of Protection One. Consequently, Recipient has agreed to the following non-solicitation and non-hire provisions. Recipient agrees that, for a period of two years from the date hereof, it shall not solicit any individual who is or becomes an employee of Protection One, and who is involved in the discussions between the Parties with respect to a Transaction or of whom Recipient becomes aware as a result of such discussions, to leave his or her employment with Protection One; provided, however, that this restriction shall not apply to (i) any part-time employee, (ii) any employee who as of the date hereof has already entered into employment discussions with Recipient or contacted Recipient to initiate such discussions, or (iii) any employee who has sought employment with Recipient on his or her own initiative; provided further, that generalized solicitation of employment opportunities and generalized employee searches by headhunter/search firms (in either case not focused specifically on or directed in any way at the employees or an employee of Protection One) shall not be deemed to cause a breach of this non-solicitation restriction. Recipient also agrees that, for a period of two years from the date hereof, it shall not hire or otherwise engage any individual who is or becomes an employee of Protection One and who is involved in the discussions between the Parties with respect to a Transaction or of whom Recipient becomes aware as a result of such discussions; provided, however, that this restriction shall not apply to (i) any part-time employee, (ii) any employee who as of the date hereof has already entered into employment discussions with Recipient or contacted Recipient to initiate such discussions, or (iii) any employee who has sought employment with Recipient on his or her own initiative, including pursuant to the generalized solicitation and searches permitted by this Section 5.

Non-Solicitation and Non-Hire of Employees. Recipient acknowledges (i) Each Seller covenants and agrees that the employees of Protection One are a key component to the success of Protection One and that the preservation of the employee base of Protection One is critical to, among other things, the prospects of Protection One. Consequently, Recipient has agreed to the following non-solicitation and non-hire provisions. Recipient agrees that, for a period of two three (3) years from following the date hereof, Closing Date it shall not, and shall cause its subsidiaries and controlled Affiliates not to, directly or indirectly, solicit to hire or hire, or enter into a consulting agreement with any individual Company Employee who is an executive officer as of the Closing Date or who becomes an employee executive officer of Protection One, and who is involved in any of the discussions between Sold Companies or the Parties with respect to a Transaction or subsidiaries within one year of whom Recipient becomes aware as a result of such discussions, to leave his or her employment with Protection Onethe Closing Date; provided, however, that this restriction shall not apply the foregoing prohibition as to (i) any part-time employee, (ii) any employee who as of the date hereof has already entered into employment discussions with Recipient or contacted Recipient solicitations to initiate such discussions, or (iii) any employee who has sought employment with Recipient on his or her own initiative; provided further, that generalized solicitation of employment opportunities and generalized employee searches by headhunter/search firms (in either case not focused specifically on or directed in any way at the employees or an employee of Protection One) hire shall not be deemed violated by any general solicitation to cause a breach of this non-solicitation restriction. Recipient also the public by Sellers or their subsidiaries or controlled Affiliates and (ii) Buyer covenants and agrees that, that for a period of two three (3) years from following the date hereof, Closing Date it shall not, and shall cause the Sold Companies and its other subsidiaries and controlled Affiliates not to, directly or indirectly, solicit to hire or otherwise engage hire, or enter into a consulting agreement with any individual employee of any Seller who is or becomes an employee of Protection One and who is involved in the discussions between the Parties with respect to a Transaction or of whom Recipient becomes aware as a result of such discussionsexecutive officer; provided, however, that this restriction the foregoing prohibition as to solicitations to hire shall not apply to be deemed violated by (ix) any part-time employeegeneral solicitation to the public by Buyers, the Sold Companies, the Subsidiaries and their respective controlled Affiliates or (iiy) Buyer's employment of Xxxxx X. XxXxxx and Seller hereby agrees that such employment shall not be deemed to violate any employee who as noncompetition covenants or agreements otherwise applicable to Xxxxx X. XxXxxx with respect to Sellers and their Affiliates. As used in this SECTION 5.19(a), "executive officer" shall have the meaning set forth in Rule 3b-7 of the date hereof has already entered into employment discussions with Recipient or contacted Recipient to initiate such discussions, or (iii) any employee who has sought employment with Recipient on his or her own initiative, including pursuant to the generalized solicitation and searches permitted by this Section 5Securities Exchange Act of 1934.

Non-Solicitation and Non-Hire of Employees. Recipient Each Party acknowledges that the employees of Protection One the other Party are a key component to the success of Protection One the other Party and that the preservation of the employee base of Protection One the other Party is critical to, to among other things, things the prospects of Protection Onethe other Party. Consequently, Recipient has the Parties have agreed to the following mutual non-solicitation and non-hire provisions. Recipient Each Party hereto agrees that, for a period of two years one year from the date hereof, it such Party shall not solicit any individual who is or becomes an employee of Protection Onethe other Party, as of the date hereof or at any time hereafter and who is involved in prior to the termination of discussions between by the Parties with respect to a Transaction or of whom Recipient becomes aware as a result of such discussionsTransaction, to leave his or her employment with Protection Onesuch other Party or in any way interfere with the employment relationship between such other Party and any of its employees; providedprovided that this restriction shall not apply to (i) any part-time employee or (ii) any employee who as of the date hereof has already entered into employment discussions with such Party or contacted such Party to initiate such discussions; provided further that generalized employee searches (not focused specifically on the employees of a Party) by headhunter/search firms and generalized employment or trade media advertisements shall not be deemed to cause a breach of this non-solicitation restriction. Each Party hereto also agrees that, howeverfor a period of one year from the date hereof, such Party shall not hire or otherwise engage any individual who is an employee of the other Party as of the date hereof or at any time hereafter and prior to the termination of discussions by the Parties with respect to a Transaction; provided that this restriction shall not apply to (i) any part-time employee, (ii) any employee who as of the date hereof has already entered into employment discussions with Recipient such Party or contacted Recipient such Party to initiate such discussions, discussions or (iii) any employee who has sought employment with Recipient on his (x) is not an officer of Sears or her own initiative; provided further, that generalized solicitation of employment opportunities and generalized employee searches by headhunter/search firms (in either case is not focused specifically on or directed in any way at the employees or an employee of Protection One) shall not be deemed to cause a breach the Company with the title of this non-solicitation restriction. Recipient also agrees that, for a period of two years from director or greater (which includes without limitation the date hereof, it shall not hire or otherwise engage any individual who is or becomes an employee of Protection One and who is involved in the discussions between the Parties with respect to a Transaction or of whom Recipient becomes aware as a result of such discussions; provided, however, that this restriction shall not apply to (i) any part-time employee, (ii) any employee who as officers of the date hereof has already entered into employment discussions with Recipient or contacted Recipient to initiate such discussions, or Company) as the case may be and (iiiy) any employee who has sought employment with Recipient on his or her own initiative, including pursuant was not introduced to the generalized solicitation and searches permitted by this Section 5respective Party or did not become known to the respective Party in connection with its evaluation or the consummation of a Transaction.

Non-Solicitation and Non-Hire of Employees. Recipient acknowledges that the employees of Protection One the Company are a key component to the success of Protection One the Company and that the preservation of the employee base of Protection One the Company is critical to, among other things, the prospects of Protection Onethe Company. Consequently, Recipient has agreed to the following non-solicitation and non-hire provisions. Recipient agrees that, for a period of two years twelve (12) months from the date hereof, it shall not solicit any individual whom Recipient initially meets or is informed of in connection with its evaluation of a Transaction who is or becomes an employee of Protection Onethe Company, as of the date hereof or at any time hereafter and who is involved in prior to the termination of discussions between by the Parties with respect to a Transaction or of whom Recipient becomes aware as a result of such discussionsTransaction, to leave his or her employment with Protection Onethe Company or in any way interfere with the employment relationship between the Company and any of its employees; provided, however, provided that this restriction shall not apply to (i) any part-time employee, (ii) any employee who as of the date hereof has already entered into employment discussions with Recipient or contacted Recipient to initiate such discussions, or (iiiii) any former employee who has sought not been employed by the Company for a period of at least six (6) months, but only if the non-solicitation provisions contained in this Section were not breached by Recipient at or at any time prior to the cessation of employment with Recipient on his or her own initiativerespect to such employee; provided further, further that generalized solicitation advertisement of employment opportunities and generalized employee searches by headhunter/search firms (in either case not focused specifically on or directed in any way at the employees or an employee of Protection Onethe Company) shall not be deemed to cause a breach of this non-solicitation restriction. Recipient also agrees that, for a period of two years twelve (12) months from the date hereof, it shall not hire or otherwise engage any individual who Recipient initially meets or is or becomes informed of in connection with its evaluation of a Transaction who is an employee of Protection One the Company as of the date hereof or at any time hereafter and who is involved in prior to the termination of discussions between by the Parties with respect to a Transaction or of whom Recipient becomes aware as a result of such discussionsTransaction; provided, however, provided that this restriction shall not apply to (i) any part-time employee, (ii) any employee who as of the date hereof has already entered into employment discussions with Recipient or contacted Recipient to initiate such discussions, discussion or (iii) any employee who has sought not been employed by the Company for a period of at least six (6) months, but only if the non-solicitation provisions contained in this Section were not breached by Recipient at or at any time prior to the cessation of employment with Recipient on his or her own initiative, including pursuant respect to the generalized solicitation and searches permitted by this Section 5such employee.

Non-Solicitation and Non-Hire of Employees. Recipient acknowledges (a) (i) Each Seller covenants and agrees that the employees of Protection One are a key component to the success of Protection One and that the preservation of the employee base of Protection One is critical to, among other things, the prospects of Protection One. Consequently, Recipient has agreed to the following non-solicitation and non-hire provisions. Recipient agrees that, for a period of two three (3) years from following the date hereof, Closing Date it shall not, and shall cause its subsidiaries and controlled Affiliates not to, directly or indirectly, solicit to hire or hire, or enter into a consulting agreement with any individual Company Employee who is an executive officer as of the Closing Date or who becomes an employee executive officer of Protection One, and who is involved in any of the discussions between Sold Companies or the Parties with respect to a Transaction or subsidiaries within one year of whom Recipient becomes aware as a result of such discussions, to leave his or her employment with Protection Onethe Closing Date; provided, however, that this restriction shall not apply the foregoing prohibition as to (i) any part-time employee, (ii) any employee who as of the date hereof has already entered into employment discussions with Recipient or contacted Recipient solicitations to initiate such discussions, or (iii) any employee who has sought employment with Recipient on his or her own initiative; provided further, that generalized solicitation of employment opportunities and generalized employee searches by headhunter/search firms (in either case not focused specifically on or directed in any way at the employees or an employee of Protection One) hire shall not be deemed violated by any general solicitation to cause a breach of this non-solicitation restriction. Recipient also the public by Sellers or their subsidiaries or controlled Affiliates and (ii) Buyer covenants and agrees that, that for a period of two three (3) years from following the date hereof, Closing Date it shall not, and shall cause the Sold Companies and its other subsidiaries and controlled Affiliates not to, directly or indirectly, solicit to hire or otherwise engage hire, or enter into a consulting agreement with any individual employee of any Seller who is or becomes an employee of Protection One and who is involved in the discussions between the Parties with respect to a Transaction or of whom Recipient becomes aware as a result of such discussionsexecutive officer; provided, however, that this restriction the foregoing prohibition as to solicitations to hire shall not apply to be deemed violated by (ix) any part-time employeegeneral solicitation to the public by Buyers, the Sold Companies, the Subsidiaries and their respective controlled Affiliates or (iiy) Buyer's employment of Xxxxx X. XxXxxx and Seller hereby agrees that such employment shall not be deemed to violate any employee who as noncompetition covenants or agreements otherwise applicable to Xxxxx X. XxXxxx with respect to Sellers and their Affiliates. As used in this SECTION 5.19(A), "executive officer" shall have the meaning set forth in Rule 3b-7 of the date hereof has already entered into employment discussions with Recipient or contacted Recipient to initiate such discussions, or (iii) any employee who has sought employment with Recipient on his or her own initiative, including pursuant to the generalized solicitation and searches permitted by this Section 5Securities Exchange Act of 1934.