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

Non-Solicitation; Non-Competition. Without the prior written consent of the Company, during the term of your employment with the Company and for a period of twelve (12) months after the termination of your employment with the Company, either unilaterally by you or by the Company for Cause, you shall not (i) become engaged in X X X X X X X X & S T R U G G L E S or otherwise become interested in, whether as an owner, officer, employee, consultant, director, stockholder, or otherwise, any company, enterprise or entity that provides or intends to provide services similar to those provided by the Company in the geographical area which you served during your employment with the Company; (ii) directly or indirectly solicit or assist any other person in soliciting any client of the Company with whom you had direct professional contact during the twelve (12) months immediately prior to the termination of your employment with the Company and during which you learned confidential information, or whose account you oversaw during your employment with the Company; (iii) directly or indirectly solicit, or assist any other person in soliciting, any employee of the Company or its affiliates (as of your termination of employment with the Company) or any person who, as of such date, was in the process of being recruited by the Company or its affiliates, or induce any such employee to terminate his or her employment with the Company or its affiliates; or (iv) hire or assist another in hiring any employee of the Company or its affiliates who potentially possesses the Company or its Affiliate’s Confidential Information for a position where the employee’s knowledge of such information might be relevant. The provisions of this Section 15 shall be in addition to any restrictive covenants that are set forth in or otherwise required by Company benefit plans. In the case of a discrepancy between this Section and any such restrictive covenant, the more restrictive language will apply.

Non-Solicitation; Non-Competition. Without In addition, during the prior written consent Restricted Period (as defined below), you will not, directly or indirectly, in any manner, other than for the benefit of the Company, (a) call upon or solicit for the purposes of diverting or taking away, or otherwise divert or take away any of the customers, business or prospective customers of the Company or any of its suppliers with whom you had contact with or about whom you learned information during the term of your employment with the Company, or request or cause any of the above to cancel or terminate any part or their relationship with the Company or refuse to enter into any business relationship with the Company, (b) solicit, entice or attempt to persuade any other employee, agent or consultant of the Company to leave the services of the Company for any reason or take any other action that may cause any such individual to terminate his or her employment with, or otherwise cease his or her relationship with, the Company, or assist in such hiring or engagement by another person or business entity, and/or (c) own, operate, manage, control, engage in, participate in, invest in, permit your name to be used by, act as a consultant or advisor to, render services for (alone or in association with any other person or entity), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which, directly or indirectly, wholly or partly, competes with the Company, provided, however, nothing herein shall prevent you from engaging in any activity with, or holding any financial interest in, a non-competitive division or affiliate of an entity engaged in a business that competes with the Company, provided, that none of your activities or financial interests in respect of such non-competitive division or affiliate would cause you to otherwise breach your obligations hereunder in respect of the entity engaged in a business that competes with the Company for the Restricted Period as if you were still an employee of the Company. You acknowledge and for a agree that if you violate any of the provisions of this paragraph 15, the running of the Restricted Period will be extended by the time during which you engage in such violation(s). For purposes of this Agreement, the term “Restricted Period” shall mean the period of twelve (12) months after immediately following the termination of your employment with Termination Date. Notwithstanding the Company, either unilaterally by you or by the Company for Cause, you shall not (i) become engaged in X X X X X X X X & S T R U G G L E S or otherwise become interested in, whether as an owner, officer, employee, consultant, director, stockholder, or otherwise, any company, enterprise or entity that provides or intends to provide services similar to those provided by the Company in the geographical area which you served during your employment with the Company; (ii) directly or indirectly solicit or assist any other person in soliciting any client of the Company with whom you had direct professional contact during the twelve (12) months immediately prior to the termination of your employment with the Company and during which you learned confidential information, or whose account you oversaw during your employment with the Company; (iii) directly or indirectly solicit, or assist any other person in soliciting, any employee of the Company or its affiliates (as of your termination of employment with the Company) or any person who, as of such date, was in the process of being recruited by the Company or its affiliates, or induce any such employee to terminate his or her employment with the Company or its affiliates; or (iv) hire or assist another in hiring any employee of the Company or its affiliates who potentially possesses the Company or its Affiliate’s Confidential Information for a position where the employee’s knowledge of such information might be relevant. The provisions of this Section 15 shall 15, an exception will be in addition to any restrictive covenants that are set forth in or otherwise required by Company benefit plans. In the case of a discrepancy between this Section and any such restrictive covenant, the more restrictive language will applymade for your personal assistant.

Non-Solicitation; Non-Competition. Without the prior written consent of the Company, during the term of your employment with the Company and for a period of twelve (12) months after the termination of your employment with the Company, either unilaterally by you or by the Company for Cause, you shall not (i) become engaged in X X X X X X X X & S T R U G G L E S or otherwise become interested in, whether as an owner, officer, employee, consultant, director, stockholder, or otherwise, any company, enterprise or entity in a role that provides or intends to provide similar services similar to those provided by the Company in the geographical area which you served during your employment with the Companyare serving currently; (ii) directly or indirectly solicit or assist any other person in soliciting any client of the Company with whom you had direct professional contact during the twelve (12) months immediately prior to the termination of your employment with the Company and during which you learned confidential information, or whose account you oversaw during your employment with the Company; (iii) directly or indirectly solicit, or assist any other person in soliciting, any employee of the Company or its affiliates (as of your termination of employment with the Company) or any person who, as of such date, was in the process of being recruited by the Company or its affiliates, or induce any such employee to terminate his or her employment with the Company or its affiliates; or (iv) hire or assist another in hiring any employee of the Company or its affiliates who potentially possesses the Company or its Affiliate’s Confidential Information for a position where the employee’s knowledge of such information might be relevant. The provisions of this Section 15 16 shall be in addition to any restrictive covenants that are set forth in or otherwise required by Company benefit plans. In Each of the case of a discrepancy between foregoing restrictions contained in this Section 16 constitutes an entirely separate and independent restriction on you and shall be read and construed independently of the other undertakings and agreements herein contained. You and the Company agree that the restrictions contained in this Section 16 are reasonable in scope and duration and are necessary to protect the Company’s confidential information and other business interests. If any provision of this Section 16 as applied to any party or to any circumstance is adjudged by an arbitrator or court of competent jurisdiction to be invalid or unenforceable, the same will in no way affect any other circumstance or the validity or enforceability of this Agreement. If any such restrictive covenantprovision, or any part thereof, is held to be unenforceable because of the scope, duration or geographic area covered thereby, the more restrictive language parties agree that the court or arbitrator making such determination will applyhave the power to reduce the scope and/or duration and/or geographic area of such provision, and/or to delete or revise specific words or phrases, and in its modified form, such provision will then be enforceable and will be enforced.

Non-Solicitation; Non-Competition. Without the prior written consent of the Company, during the term of your During Participant’s employment with the Company and for a period of twelve (12) months after (the “No-Raid Period”) following Participant’s termination for any ​ ​ reason Participant will not directly or indirectly solicit, induce or attempt to influence any associate to leave the employment of your employment with the Company, either unilaterally by you or by the Company for Cause, you shall not (i) become engaged in X X X X X X X X & S T R U G G L E S or otherwise become interested in, whether as an owner, officer, employee, consultant, director, stockholder, or otherwise, nor will Participant hire any company, enterprise or entity that provides or intends to provide services similar to those provided by the Company in the geographical area which you served during your employment with the Company; (ii) directly or indirectly solicit such associate or assist any other person or entity in soliciting doing so (each such activity, a “Raiding Activity”). During Participant’s employment and for a period of twenty four (24) months following Participant’s termination for any reason, Participant will not, directly or indirectly, work for or contribute to the efforts of any business organization that competes, or plans to compete, with the Company or its products, nor will Participant call on or otherwise attempt (or assist the attempt) to solicit the business of any customer or client of the Company with whom you Participant had direct professional contact during or supervisory authority (each such activity, a “Competitive Activity”) in the twelve 24-month period immediately preceding Participant’s separation (12the “Non-Competition Period”). Participant recognizes that the existing business of the Company extends to various locations and areas throughout the United States and may extend hereafter to other countries and territories and agrees that the scope of this Paragraph 12 b) months immediately prior shall extend to any part of the United States, and any other country or territory, where the Company operates or conducts business, or has concrete plans to do so at the time Participant’s employment terminates. It is agreed that the Participant’s services to the termination Company are special and unique giving them peculiar value, the loss of your employment with which cannot be reasonably or adequately compensated for by damages, and in the event of the Participant’s breach of this Paragraph 12 b), Company shall be entitled to equitable relief by way of injunction or otherwise in addition to the cessation of payments and benefits pursuant to this Agreement or any other agreements between the Company and during which you learned confidential informationParticipant. If any provision of Paragraph 12 b) of this Agreement is deemed to be unenforceable by a court (whether because of the subject matter of the provision, the duration of a restriction, the geographic or whose account you oversaw during your employment with other scope of a restriction or otherwise), that provision shall not be rendered void but the parties instead agree that the court shall amend and alter such provision to such lesser degree, time, scope, extent and/or territory as will grant Company the maximum restriction on Participant’s activities permitted by applicable law in such circumstances. Company; (iii) directly ’s failure to exercise its rights to enforce the provisions of this Agreement shall not be affected by the existence or indirectly solicit, or assist non-existence of any other person in soliciting, any employee of the Company or its affiliates (as of your termination of employment with the Company) or any person who, as of such date, was in the process of being recruited similar agreement for anyone else employed by the Company or by Company’s failure to exercise any of its affiliates, or induce rights under any such employee to terminate his or her employment with the Company or its affiliates; or (iv) hire or assist another in hiring any employee of the Company or its affiliates who potentially possesses the Company or its Affiliate’s Confidential Information for a position where the employee’s knowledge of such information might be relevant. The provisions of this Section 15 shall be in addition to any restrictive covenants that are set forth in or otherwise required by Company benefit plans. In the case of a discrepancy between this Section and any such restrictive covenant, the more restrictive language will applyagreement.

Non-Solicitation; Non-Competition. Without the prior written consent of the Company, during the term of your employment with the Company and for a period of twelve six (126) months after the termination of your employment with by the Company, either unilaterally unless such termination was without Cause, or if such termination was by you or by the Company for Causeother than Good Reason, you shall not (i) become engaged in X X X X X X X X & S T R U G G L E S or otherwise become interested in, whether as an owner, officer, employee, consultant, director, stockholder, or otherwise, any company, enterprise or entity that provides or intends to provide services similar to those provided by the Company in the geographical area which you served during your employment with the Company; (ii) directly or indirectly solicit or assist any other person in soliciting any client of the Company with whom you had direct professional contact during the twelve (12) months Xx. Xxxxxx X. Gwin September 26, 2006 immediately prior to the termination of your employment with the Company and during which you learned confidential information, or whose account you oversaw during your employment with the Company; (iii) directly or indirectly solicit, or assist any other person in soliciting, any employee of the Company or its affiliates (as of your termination of employment with the Company) or any person who, as of such date, was in the process of being recruited by the Company or its affiliates, or induce any such employee to terminate his or her employment with the Company or its affiliates; or (iv) hire or assist another in hiring any employee of the Company or its affiliates who potentially possesses the Company or its Affiliate’s Confidential Information for a position where the employee’s knowledge of such information might be relevant. The provisions of this Section 15 9 shall be in addition to any restrictive covenants that are set forth in or otherwise required by Company benefit plans, including but not limited to the Change in Control Severance Plan and the Severance Pay Plan. In the case of a discrepancy between this Section and any such restrictive covenant, the more restrictive language will apply.

Non-Solicitation; Non-Competition. Without the prior written consent of the Company, during the term of your employment with the Company and for a period of twelve (12) months after the termination of your employment with the Company, either unilaterally by you or by the Company for Cause, you shall not (i) become engaged in X X X X X X X X & S T R U G G L E S or otherwise become interested in, whether as an owner, officer, employee, consultant, director, stockholder, or otherwise, any company, enterprise or entity in a role similar to that of MPGP that provides or intends to provide similar services similar to those provided by the Company in the geographical area which you served during your employment with the Companyare serving currently; (ii) directly or indirectly solicit or assist any other person in soliciting any client of the Company with whom you had direct professional contact during the twelve (12) months immediately prior to the termination of your employment with the Company and during which you learned confidential information, or whose account you oversaw during your employment with the Company; (iii) directly or indirectly solicit, or assist any other person in soliciting, any employee of the Company or its affiliates (as of your termination of employment with the Company) or any person who, as of such date, was in the process of being recruited by the Company or its affiliates, or induce any such employee to terminate his or her employment with the Company or its affiliates; or (iv) hire or assist another in hiring any employee of the Company or its affiliates who potentially possesses the Company or its Affiliate’s Confidential Information for a position where the employee’s knowledge of such information might be relevant. The provisions of this Section 15 shall be in addition to any restrictive covenants that are set forth in or otherwise required by Company benefit plans. In the case of a discrepancy between this Section and any such restrictive covenantXXXXXXXX & STRUGGLES 000 Xxxxx Xxxxxx Xxxxx, the more restrictive language will apply.Suite 4200, Chicago, IL 60606, United States telephone +0 000 000 0000 facsimile +0 000 000 0000

Non-Solicitation; Non-Competition. Without the prior written consent of the Company, during the term of your employment with the Company and for a period of twelve (12) months after the termination of your employment with the Company, either unilaterally by you or by the Company for Cause, you shall not (i) become engaged in X X X X X X X X & S T R U G G L E S or otherwise become interested in, whether as an owner, officer, employee, consultant, director, stockholder, or otherwise, any company, enterprise or entity in a role that provides or intends to provide similar services similar to those provided by the Company in the geographical area which you served during your employment with the Companyare serving currently; (ii) directly or indirectly solicit or assist any other person in soliciting any client of the Company with whom you had direct professional contact during the twelve (12) months immediately prior to the termination of your employment with the Company and during which you learned confidential information, or whose account you oversaw during your employment with the Company; (iii) directly or indirectly solicit, or assist any other person in soliciting, any employee of the Company or its affiliates (as of your termination of employment with the Company) or any person who, as of such date, was in the process of being recruited by the Company or its affiliates, or induce any such employee to terminate his or her employment with the Company or its affiliates; or (iv) hire or assist another in hiring any employee of the Company or its affiliates who potentially possesses the Company or its Affiliate’s Confidential Information for a position where the employee’s knowledge of such information might be relevant. The provisions of this Section 15 14 shall be in addition to any restrictive covenants that are set forth in or otherwise required by Company benefit plans. In the case of a discrepancy between this Section and any such restrictive covenant, the more restrictive language will apply.

Non-Solicitation; Non-Competition. Without the prior written consent of the Company, during the term of your employment with the Company and for a period of twelve six (126) months after the termination of your employment with the Company, either unilaterally by you or by the Company for Cause, you shall not (i) become engaged in X X X X X X X X & S T R U G G L E S or otherwise become interested in, whether as an owner, officer, employee, consultant, director, stockholder, or otherwise, any company, enterprise or entity in a role that provides or intends to provide similar services similar to those provided by the Company in the geographical area which you served during your employment with the Companyemployment; (ii) directly or indirectly solicit or assist any other person in soliciting any client of the Company with whom you had direct professional contact during the twelve (12) months immediately prior to the termination of your employment with the Company and during which you learned confidential information, or whose account you oversaw during your employment with the Company; (iii) directly or indirectly solicit, or assist any other person in soliciting, any employee of the Company or its affiliates (as of your termination of employment with the Company) or any person who, as of such date, was in the process of being recruited by the Company or its affiliates, or induce any such employee to terminate his or her employment with the Company or its affiliates; or (iv) hire or assist another person in hiring any employee of the Company or its affiliates who potentially possesses the Company Company's or its Affiliate’s Confidential Information affiliate's confidential information for a position where the employee’s 's knowledge of such information might be relevant. The provisions of this Section 15 shall be in addition to any restrictive covenants that are set forth in or otherwise required by Company benefit plans. In the case of a discrepancy between this Section and any such restrictive covenant, the more restrictive language will apply. Each of the foregoing restrictions contained in Section 15 constitutes an entirely separate and independent restriction on you and shall be read and construed independently of the other undertakings and agreements herein contained. You and the Company agree that the restrictions contained in Section 15 are reasonable in scope and duration and are necessary to protect the Company's confidential information and other business interests. If any provision of Section 15 as applied to any party or to any circumstance is adjudged by an arbitrator or court of competent jurisdiction to be invalid or unenforceable, the same will in no way affect any other circumstance or the validity or enforceability of this Agreement. If any such provision, or any part thereof, is held to be unenforceable because of the scope, duration or geographic area covered thereby, the parties agree that the court or arbitrator making such determination will have the power to reduce the scope and/or duration and/or geographic area of such provision, and/or to delete or revise specific words or phrases, and in its modified form, such provision will then be enforceable and will be enforced. 16. The parties agree and acknowledge that the breach of Section 14 or 15 will cause irreparable damage to the Company, and upon actual or threatened breach of any provision of either section the Company will be entitled to seek from a court of competent jurisdiction immediate injunctive relief, specific performance or other equitable relief without the necessity of posting a bond or other security and that this will in no way limit any other remedies which the Company may have (including, without limitation, the right to seek monetary damages). 17.

Non-Solicitation; Non-Competition. Without the prior written consent of the Company, during the term of your employment with the Company and for a period of twelve (12) months after the termination of your employment with the Company, either unilaterally by you or by the Company for CauseCompany, you shall not (i) become engaged in X X X X X X X X & S T R U G G L E S or otherwise become interested in, whether as an owner, officer, employee, consultant, director, stockholder, or otherwise, any company, enterprise or entity in a role that provides or intends to provide similar services similar to those provided by the Company in the geographical area which you served during your employment with the Companyare serving currently; (ii) directly or indirectly solicit or assist any other person in soliciting any client of the Company with whom you had direct professional contact during the twelve (12) months immediately prior to the termination of your employment with the Company and during which you learned confidential information, or whose account you oversaw during your employment with the Company; (iii) directly or indirectly solicit, or assist any other person in soliciting, any employee of the Company or its affiliates (as of your termination of employment with the Company) or any person who, as of such date, was in the process of being recruited by the Company or its affiliates, or induce any such employee to terminate his or her employment with the Company or its affiliates; or (iv) hire or assist another in hiring any employee of the Company or its affiliates who potentially possesses the Company or its Affiliateaffiliate’s Confidential Information for a position where the employee’s knowledge of such information might be relevant. The provisions of this Section 15 16 shall be in addition to any restrictive covenants that are set forth in or otherwise required by Company benefit plans. In the case of a discrepancy between this Section and any such restrictive covenant, the more restrictive language will apply.

Non-Solicitation; Non-Competition. Without the prior written consent of the Company, during the term of your employment with the Company and for a period of twelve (12) months after the termination of your employment with the Company, either unilaterally by you or by the Company for Cause, you shall not (i) become engaged in X X X X X X X X & S T R U G G L E S or otherwise become interested in, whether as an owner, officer, employee, consultant, director, stockholder, or otherwise, any company, enterprise or entity in a role similar to that of MPGP that provides or intends to provide similar services similar to those provided by the Company in the geographical area which you served during your employment with the Company; are serving currently, (ii) directly or indirectly solicit or assist any other person in soliciting any client of the Company with whom you had direct professional contact during the twelve (12) months immediately prior to the termination of your employment with the Company and during which you learned confidential information, or whose account you oversaw during your employment with the Company; (iii) directly or indirectly solicit, or assist any other person in soliciting, any employee of the Company or its affiliates (as of your termination of employment with the Company) or any person who, as of such date, was in the process of being recruited by the Company or its affiliates, or induce any such employee to terminate his or her employment with the Company or its affiliates; or (iv) hire or assist another in hiring any employee of the Company or its affiliates who potentially possesses the Company or its Affiliate’s Confidential Information for a position where the employee’s knowledge of such information might be relevant. The provisions of this Section 15 16 shall be in addition to any restrictive covenants that are set forth in or otherwise required by Company benefit plans. In 000 Xxxxx Xxxxxx Xxxxx, Suite 4200, Chicago, IL 60606, United States telephone +0 000 000 0000 facsimile +0 000 000 0000 S. Xxxx Xxx January 11, 2011 Page 9 of 11 Each of the case of a discrepancy between foregoing restrictions contained in this Section 16 constitutes an entirely separate and independent restriction on you and shall be read and construed independently of the other undertakings and agreements herein contained. You and the Company agree that the restrictions contained in this Section 16 are reasonable in scope and duration and are necessary to protect the Company’s confidential information and other business interests. If any provision of this Section 16 as applied to any party or to any circumstance is adjudged by an arbitrator or court of competent jurisdiction to be invalid or unenforceable, the same will in no way affect any other circumstance or the validity or enforceability of this Agreement. If any such restrictive covenantprovision, or any part thereof, is held to be unenforceable because of the scope, duration or geographic area covered thereby, the more restrictive language parties agree that the court or arbitrator making such determination will applyhave the power to reduce the scope and/or duration and/or geographic area of such provision, and/or to delete or revise specific words or phrases, and in its modified form, such provision will then be enforceable and will be enforced. The parties agree and acknowledge that the breach of Section 15 or 16 will cause irreparable damage to the Company, and upon actual or threatened breach of any provision of either section the Company will be entitled to seek from a court of competent jurisdiction immediate injunctive relief, specific performance or other equitable relief without the necessity of posting a bond or other security and that this will in no way limit any other remedies which the Company may have (including, without limitation, the right to seek monetary damages).

Non-Solicitation; Non-Competition. Without the prior written consent of the Company, during the term of your employment with the Company and for a period of twelve (12) months after the termination of your During Mxxxx’ employment with the Company, either unilaterally by you or by the Company and for Cause, you shall not (i) become engaged in X X X X X X X X & S T R U G G L E S or otherwise become interested in, whether as an owner, officer, employee, consultant, director, stockholder, or otherwise, any company, enterprise or entity that provides or intends to provide services similar to those provided by the Company in the geographical area which you served during your employment with the Company; (ii) directly or indirectly solicit or assist any other person in soliciting any client of the Company with whom you had direct professional contact during the twelve (12) twelve months immediately prior to following the termination last day of your employment with the Company and during which you learned confidential information(the “Restricted Period”), Mxxxx will not, except with prior written approval of the Company’s President, directly or indirectly, individually or as part of or on behalf of any other person, company, employer or other entity: (a) induce, hire, or whose account you oversaw during your employment attempt to solicit for hire, or encourage to end their relationship with the Company, any persons who have been employed by the Company at any time within the previous six (6) months; (iiib) induce, solicit, or attempt to induce or solicit, any customer, supplier, licensee, or business relation of the Company to cease doing business with the Company or to interfere in any way with the Company’s relationship with any customer, supplier, licensee, or business relation; (c) directly or indirectly solicitindirectly, alone or as a consultant, partner, officer, director, employee, joint ventures, lender or stockholder of any entity, accept employment with, or assist any other person in solicitingotherwise provide services to, any employee business or entity that is engaged in any product and/or service line of the Company that exists or its affiliates (as of your termination of employment with the Company) or any person who, as of such date, was is in the process of being recruited by formed or acquired during the Company or its affiliates, or induce any such employee to terminate his or her employment time that Employee is providing services with the Company or its affiliates; Company, with respect to which (A) Mxxxx is actively engaged or (ivB) hire the Mxxxx has learned or assist another in hiring any employee received Confidential Information, anywhere within a 250 mile radius of the Company or one of its affiliates who potentially possesses subsidiary offices at the Company or its Affiliate’s Confidential Information for time of termination (a position where “Competitor”); provided that the employee’s knowledge Mxxxx may be a stockholder of a publicly-held Competitor if the Mxxxx’ ownership of such information might be relevantCompetitor does not exceed two percent (2%) of the issued and outstanding shares of the Competitor. The Mxxxx agrees that these provisions are necessary to protect the Company’s legitimate business interests. Mxxxx warrants that the provisions will not unreasonably interfere in his ability to earn a living or to pursue his occupation after the Termination Date. Mxxxx agrees to notify any person or entity to which he provides services during the Restricted Period of his obligations under this Section 15 shall be in addition to any restrictive covenants that are set forth in or otherwise required by Company benefit plans. In the case of a discrepancy between this Section and any such restrictive covenant, the more restrictive language will applySection.

Non-Solicitation; Non-Competition. Without the prior written consent of the Company, during the term of your employment with the Company and for a period of twelve (12) months after the termination of your employment with the Company, either unilaterally by you or by the Company for Cause, you shall not (i) become engaged in X X X X X X X X & S T R U G G L E S or otherwise become interested in, whether as an owner, officer, employee, consultant, director, stockholder, or otherwise, any company, enterprise or entity in a role that provides or intends to provide similar services similar to those provided by the Company in the geographical area which you served during your employment with the Companyemployment; (ii) directly or indirectly solicit or assist any other person in soliciting any client of the Company with whom you had direct professional contact during the twelve (12) months immediately prior to the termination of your employment with the Company and during which you learned confidential information, or whose account you oversaw during your employment with the Company; (iii) directly or indirectly solicit, or assist any other person in soliciting, any employee of the Company or its affiliates (as of your termination of employment with the Company) or any person who, as of such date, was in the process of being recruited by the Company or its affiliates, or induce any such employee to terminate his or her employment with the Company or its affiliates; or (iv) hire or assist another person in hiring any employee of the Company or its affiliates who potentially possesses the Company or its Affiliate’s Confidential Information affiliate's confidential information for a position where the employee’s 's knowledge of such information might be relevant. The provisions of this Section 15 16 shall be in addition to any restrictive covenants that are set forth in or otherwise required by Company benefit plans. In the case of a discrepancy between this Section and any such restrictive covenant, the more restrictive language will apply. Each of the foregoing restrictions contained in Section 16 constitutes an entirely separate and independent restriction on you and shall be read and construed independently of the other undertakings and agreements herein contained. You and the Company agree that the restrictions contained in Section 16 are reasonable in scope and duration and are necessary to protect the Company's confidential information and other business interests. If any provision of Section 16 as applied to any party or to any circumstance is adjudged by an arbitrator or court of competent jurisdiction to be invalid or unenforceable, the same will in no way affect any other circumstance or the validity or enforceability of this Agreement. If any such provision, or any part thereof, is held to be unenforceable because of the scope, duration or geographic area covered thereby, the parties agree that the court or arbitrator making such determination will have the power to reduce the scope and/or duration and/or geographic area of such provision, and/or to delete or revise specific words or phrases, and in its modified form, such provision will then be enforceable and will be enforced.

Non-Solicitation; Non-Competition. Without the prior written consent of the Company, during the term of your employment with the Company and for a period of twelve (12) months after the termination of your employment with the Company, either unilaterally by you or by the Company for Cause, you shall not (i) become engaged in X X X X X X X X & S T R U G G L E S or otherwise become interested in, whether as an owner, officer, employee, consultant, director, stockholder, or otherwise, any company, enterprise or entity in a role that provides or intends to provide similar services similar to those provided by the Company in the geographical area which you served during your employment with the Companyare serving currently; (ii) directly or indirectly solicit or assist any other person in soliciting any client of the Company with whom you had direct professional contact during the twelve (12) months immediately prior to the termination of your employment with the Company and during which you learned confidential information, or whose account you oversaw during your employment with the Company; (iii) directly or indirectly solicit, or assist any other person in soliciting, any employee of the Company or its affiliates (as of your termination of employment with the Company) or any person who, as of such date, was in the process of being recruited by the Company or its affiliates, or induce any such employee to terminate his or her employment with the Company or its affiliates; or (iv) hire or assist another in hiring any employee of the Company or its affiliates who potentially possesses the Company or its Affiliate’s Confidential Information for a position where the employee’s knowledge of such information might be relevant. The provisions of this Section 15 16 shall be in addition to any restrictive covenants that are set forth in or otherwise required by Company benefit plans. In Each of the case of a discrepancy between foregoing restrictions contained in this Section 16 constitutes an entirely separate and independent restriction on you and shall be read and 000 Xxxxx Xxxxxx Xxxxx, Suite 4200, Chicago, IL 60606, United States telephone +0 000 000 0000 facsimile +0 000 000 0000 construed independently of the other undertakings and agreements herein contained. You and the Company agree that the restrictions contained in this Section 16 are reasonable in scope and duration and are necessary to protect the Company’s confidential information and other business interests. If any provision of this Section 16 as applied to any party or to any circumstance is adjudged by an arbitrator or court of competent jurisdiction to be invalid or unenforceable, the same will in no way affect any other circumstance or the validity or enforceability of this Agreement. If any such restrictive covenantprovision, or any part thereof, is held to be unenforceable because of the scope, duration or geographic area covered thereby, the more restrictive language parties agree that the court or arbitrator making such determination will applyhave the power to reduce the scope and/or duration and/or geographic area of such provision, and/or to delete or revise specific words or phrases, and in its modified form, such provision will then be enforceable and will be enforced.

Non-Solicitation; Non-Competition. Without the prior written consent of the Company, during the term of your employment with the Company and for a period of twelve (12) months after the termination of your employment with the Company, either unilaterally by you or by the Company for Cause, you shall not (i) become engaged in X X X X X X X X & S T R U G G L E S or otherwise become interested in, whether as an ownerCOO, officerAmericas and/or RMP, employee, consultant, director, stockholder, Americas or otherwise, any company, enterprise or entity in a role that provides or intends to provide similar services similar to those provided by the Company in the geographical area which you served during your employment with the Companyare serving currently; (ii) directly or indirectly solicit or assist any other person in soliciting any client of the Company with whom you had direct professional contact during the twelve (12) months immediately prior to the termination of your employment with the Company and during which you learned confidential information, or whose account you oversaw during your employment with the Company; (iii) directly or indirectly solicit, or assist any other person in soliciting, any employee of the Company or its affiliates (as of your termination of employment with the Company) or any person who, as of such date, was in the process of being recruited by the Company or its affiliates, or induce any such employee to terminate his or her employment with the Company or its affiliates; or (iv) hire or assist another in hiring any employee of the Company or its affiliates who potentially possesses the Company or its Affiliate’s 's Confidential Information for a position where the employee’s 's knowledge of such information might be relevant. The provisions of this Section 15 14 shall be in addition to any restrictive covenants that are set forth in or otherwise required by Company benefit plans. In the case of a discrepancy between this Section and any such restrictive covenant, the more restrictive language will apply.