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

Non-Solicitation; Non-Competition. (a) Each Management Holder shall be bound by the non-competition and non-solicitation provisions contained in this Section 7, unless any Management Holder is a party to an employment or other similar agreement with the Company or any of its subsidiaries which contains non-compete and non-solicitation provisions, in which event such Management Holder shall only be bound by the non-compete and non-solicitation provisions contained in such employment or other agreement and shall not be bound by the provisions of this Section 7. (b) During the period commencing on the date of the Original Agreement and ending on the first anniversary of the date on which the Management Holder ceases to receive any payments related to salary, bonus or severance from the Company or any of its Affiliates, the Management Holder shall not directly or indirectly through another Person (i) induce or attempt to induce any employee of the Company or any Affiliate of the Company to leave the employ of the Company or such Affiliate, or in any way interfere with the relationship between the Company or any such Affiliate, on the one hand, and any employee thereof, on the other hand, (ii) hire any person who was an employee of the Company or any Affiliate of the Company until twenty four (24) months after such individual’s employment relationship with the Company or such Affiliate has been terminated or (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company or any Affiliate of the Company to cease doing business with the Company or such Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation, on the one hand, and the Company or any such Affiliate, on the other hand. (c) Each Management Holder acknowledges that, in the course of his employment with the Company and/or its Affiliates and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other confidential information concerning the Company, its Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. Therefore, each Management Holder agrees that, during the period commencing on the date of the Original Agreement and ending on the date on which the Management Holder ceases to receive any payments related to salary, bonus or severance from the Company or any of its Affiliates (or in the case (i) that the Management Holder receives any severance in a lump sum; or (ii) of a termination by the Company of the Management Holder’s employment for Cause or a termination by the Management Holder of his or her employment without Good Reason, the second anniversary of the date on which the Management Holder ceases to receive such payments) (the “Non-Compete Period”), such Management Holder shall not directly or indirectly, engage in the fabrication, sale or distribution of any product fabricated, sold or distributed by the Company or its subsidiaries as of the date of the Original Agreement or during the Non-Compete Period anywhere in the world in which the Company or its subsidiaries is doing business. For purposes of this Section 7(c), the phrase “directly or indirectly engage in” shall include any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, licensor of technology or otherwise; provided, however, that nothing in this Section 7 shall prohibit any Management Holder from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as such Management Holder has no active participation in the business of such corporation.

Non-Solicitation; Non-Competition. (a) Each Management Holder shall be bound by the non-competition and non-solicitation provisions contained in this Section 7, unless any Management Holder is a party to an employment or other similar agreement with the Company or any of its subsidiaries which contains non-compete and non-solicitation provisions, in which event such Management Holder shall only be bound by the non-compete and non-solicitation provisions contained in such employment or other agreement and shall not be bound by the provisions of this Section 7. (b) During the period commencing on the date of the Original Agreement Effective Date and ending on the first second anniversary of the date on which Date of Termination (the Management Holder ceases to receive any payments related to salary“Restricted Period”), bonus or severance from the Company or any of its Affiliates, the Management Holder Xxxxxxxxx shall not directly or indirectly through another Person (i) induce or attempt to induce any employee of the Company or any Affiliate of the Company to leave the employ of the Company or such Affiliate, or in any way interfere with the relationship between the Company or any such Affiliate, on the one hand, and any employee thereof, on the other hand, (ii) hire any person who was an employee of the Company or any Affiliate of the Company until twenty four eighteen (2418) months after such individual’s employment relationship with the Company or such Affiliate has been terminated or (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company or any Affiliate of the Company to cease doing business with the Company or such Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation, on the one hand, and the Company or any such Affiliate, on the other hand. (cb) Each Management Holder Xxxxxxxxx acknowledges that, in the course of his employment with the Company and/or its Affiliates and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other confidential information concerning the Company, its Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. Therefore, each Management Holder Xxxxxxxxx agrees that, that during the period commencing on the date Effective Date and continuing through the end of the Original Agreement and ending on the date on which the Management Holder ceases to receive any payments related to salaryRestricted Period, bonus or severance from the Company or any of its Affiliates (or in the case (i) that the Management Holder receives any severance in a lump sum; or (ii) of a termination by the Company of the Management Holder’s employment for Cause or a termination by the Management Holder of his or her employment without Good Reason, the second anniversary of the date on which the Management Holder ceases to receive such payments) (the “Non-Compete Period”), such Management Holder Xxxxxxxxx shall not directly or indirectly, engage in the fabrication, sale or distribution of any product fabricated, sold or distributed by the Company or its subsidiaries as on the Date of the date of the Original Agreement Termination or during the Non-Compete Restricted Period anywhere in the world United States in which the Company or its subsidiaries is doing business. For purposes of this Section 7(c)Agreement, the phrase “directly or indirectly engage in” shall include any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, partner, joint venturer of or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, licensor of technology or otherwise; provided, however, that nothing in this Section 7 . Nothing herein shall prohibit any Management Holder Xxxxxxxxx from being a passive owner of not more than 24.9% of the outstanding stock of equity interest in any class of a corporation entity which is publicly traded, so long as such Management Holder Xxxxxxxxx has no active participation in the business of such corporation. (c) In the event (i) Xxxxxxxxx materially breaches the terms of this Agreement (including Section 5 or this Section 6 hereof), or materially breaches the terms of any other agreement between Xxxxxxxxx and the Company or its subsidiaries; (ii) Xxxxxxxxx’ employment is terminated by the Company for Cause; (iii) Xxxxxxxxx resigns his employment for any reason other than Good Reason prior to the first anniversary of the Effective Date; or (iv) Xxxxxxxxx experiences a Bankruptcy Event (as that term is defined in the Investor Rights Agreement), then Parent (or its designee) shall have the right, but not the obligation, to repurchase all or any portion of the shares of common stock of Parent held by Xxxxxxxxx (including any shares of Parent’s common stock received upon a distribution from any deferred compensation plan or any common stock issuable upon exercise of any options held by Xxxxxxxxx) for the lesser of (x) Original Cost and (y) Fair Market Value (as each such term is defined in the Investor Rights Agreement). The determination date for purposes of determining the Fair Market Value shall be the closing date of the purchase of the applicable shares. The closing date of the purchase pursuant to this Section 6(d) shall take place on a date designated by the Company or its subsidiaries (or their designee), as applicable, in accordance with the provisions of the Investor Rights Agreement. The Company (or its designee) shall have the right to record the transfer of the shares of common stock in connection with such purchase on its books and records without the consent of Xxxxxxxxx.

Non-Solicitation; Non-Competition. (a) Each Management Holder shall be bound by the non-competition and non-solicitation provisions contained in this Section 79, unless except that if any Management Holder is a party to an employment or other similar a subscription agreement with the Company or any of its subsidiaries Subsidiaries which contains non-compete and non-solicitation provisions, in which event such Management Holder shall only be bound by the non-compete and non-solicitation provisions contained in such employment or other subscription agreement and shall not be bound by the provisions of this Section 79. (b) During the period commencing on the date of the Original Agreement hereof and ending on the first date of the one year anniversary of the date on which Management Holder’s termination of employment for any reason (such period, the “Restricted Period”), or such other period as may be set forth in the applicable provision of a Management Holder ceases to receive any payments related to salaryHolder’s employment agreement with the Company, bonus or severance from the Company or any of its Affiliatesif any, the Management Holder shall not directly or indirectly through another Person (i) induce or attempt to induce any employee employee, consultant or independent contractor of the Company or any Affiliate of the Company (collectively, the “Affiliated Entities” and each such entity an “Affiliated Entity”) to leave the employ of the Company or such AffiliateAffiliated Entity, or in any way interfere with the relationship between the Company or any such AffiliateAffiliated Entity, on the one hand, and any employee or independent contractor thereof, on the other hand, (ii) hire any person who was is an employee or independent contractor of the Company or any Affiliate of the Company Affiliated Entity until twenty four twelve (2412) months after such individual’s employment relationship with the Company or such Affiliate Affiliated Entity has been terminated or (iii) induce or attempt to induce any customercustomer (including former customers who were customers at any time during the three-year period immediately prior to such inducement or attempted inducement), supplier, licensee or other business relation of the Company or any Affiliate subsidiary of the Company to cease doing business with the Company or such Affiliatesubsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation, on the one hand, and the Company or any such Affiliatesubsidiary, on the other hand. (c) Each Management Holder acknowledges that, in the course of his employment with the Company and/or its Affiliates Subsidiaries and their predecessors, he has become familiar, or will become familiar, with the Company’s and its AffiliatesSubsidiaries’ and their predecessors’ trade secrets and with other confidential information concerning the Company, its Affiliates Subsidiaries and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company and its AffiliatesSubsidiaries. Therefore, each Management Holder agrees that, during the period commencing on the date Restricted Period, such Management Holder shall not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in any business of the Original Agreement and ending on the date on same type as any business in which the Management Holder ceases to receive any payments related to salary, bonus or severance from the Company or any of its Affiliates (or in Subsidiaries is engaged on the case (i) that the Management Holder receives any severance in a lump sum; or (ii) date of a termination by the Company of the such Management Holder’s employment for Cause or a termination by the Management Holder of his in which they have proposed, on or her employment without Good Reasonprior to such date, the second anniversary of the to be engaged in on or after such date on and in which the Management Holder ceases has been involved to receive such paymentsany extent (other than de minimis) at any time during the two (the “Non-Compete Period”), such Management Holder shall not directly or indirectly, engage in the fabrication, sale or distribution of any product fabricated, sold or distributed by the Company or its subsidiaries as of 2) year period ending with the date of the Original Agreement or during the Non-Compete Period anywhere termination of such Management Holder’s employment, in the world any locale of any country in which the Company or any of its subsidiaries is doing conducts business. For purposes of this Section 7(c), the phrase “directly or indirectly engage in” shall include any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, licensor of technology or otherwise; provided, however, that nothing Nothing in this Section 7 9 shall prohibit any Management Holder from being a passive owner of not more than 24.9% of the outstanding stock of any class of a corporation which is publicly traded, so long as such Management Holder has no active participation in the business of such corporation.

Non-Solicitation; Non-Competition. (a) Each Management Holder shall be bound by From the non-competition and non-solicitation provisions contained Closing until the second anniversary of the Closing Date (or, with respect to Xx. Xxx Xxxxxx, until (1) the seventh anniversary of the Closing Date in the case of clause (i) of this Section 76.15(a) and (2) the third anniversary of the Closing Date in the case of clause (ii) of this Section 6.15(a)), unless none of the Principal Sellers (including Xx. Xxx Xxxxxx) shall, each such Seller shall use its commercially reasonable efforts to cause its affiliates over which it has actual operational control (“Controlled Affiliates”) not to and each such Seller shall refrain from participating or assisting in any Management Holder is a party to an employment or other similar agreement with the Company or activity of any of its subsidiaries which contains non-compete and non-solicitation provisionsother affiliates to, in which event such Management Holder shall only be bound by the non-compete and non-solicitation provisions contained in such directly or indirectly: (i) solicit for employment or other agreement and shall not be bound by the provisions hire any individual who is as of this Section 7. (b) During the period commencing on the date of the Original this Agreement and ending on the first anniversary of the date on which the Management Holder ceases to receive any payments related to salary, bonus an officer or severance from the Company or any of its Affiliates, the Management Holder shall not directly or indirectly through another Person (i) induce or attempt to induce any non-clerical employee of the Company or any Affiliate Company Subsidiary without obtaining the prior written consent of Purchaser; provided, that the Company to leave the employ foregoing will not preclude such Seller or any of its Controlled Affiliates from (A) soliciting an officer or non-clerical employee of the Company or such Affiliate, of any Company Subsidiary through any general advertising or in any way interfere with solicitation or through a recruitment or executive search firm where the relationship between solicitation is not specifically directed at an officer or non-clerical employee of the Company or any Company Subsidiary and (B) employing any officer or other non-clerical employee of the Company, or of any Company Subsidiary who responds to any such Affiliatesolicitation or who makes an unsolicited approach to such Seller or any of its Controlled Affiliates, on the one hand, and any employee thereof, on the other hand, (ii) hire or soliciting or employing any person who is no longer an employee of the Company or of any Company Subsidiary and (1) whose employment was terminated by the Company or any Company Subsidiary no less than twelve (12) months prior to the commencement of such employment or (2) who resigned from such employment and who has not been an employee of the Company or any Affiliate Company Subsidiary for a period of at least twelve (12) months; or (ii) intentionally interfere with the relationship of the Company until twenty four (24) months after or of any Company Subsidiary with any person who, as of the date of this Agreement, is a customer, client, supplier, lender or lessor of the Company or of any Company Subsidiary, and including to discontinue, reduce the extent of or discourage the development of such individual’s employment relationship with the Company or any Company Subsidiary or to terminate any agreement, contract, commitment, arrangement or understanding between such Affiliate has been terminated or (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company or any Affiliate of the Company to cease doing business with the Company or such Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation, on the one hand, person and the Company or any Company Subsidiary. Each such Affiliate, on the other hand. (c) Each Management Holder acknowledges that, in the course of his employment with the Company and/or its Affiliates Seller shall be responsible and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other confidential information concerning the Company, its Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. Therefore, each Management Holder agrees that, during the period commencing on the date of the Original Agreement and ending on the date on which the Management Holder ceases to receive liable for any payments related to salary, bonus or severance from the Company or any of its Affiliates (or in the case (i) that the Management Holder receives any severance in a lump sum; or (ii) of a termination by the Company of the Management Holder’s employment for Cause or a termination by the Management Holder of his or her employment without Good Reason, the second anniversary of the date on which the Management Holder ceases to receive such payments) (the “Non-Compete Period”), such Management Holder shall not directly or indirectly, engage in the fabrication, sale or distribution of any product fabricated, sold or distributed by the Company or its subsidiaries as of the date of the Original Agreement or during the Non-Compete Period anywhere in the world in which the Company or its subsidiaries is doing business. For purposes breach of this Section 7(c)6.15(a) (other than the Membership Representative, the phrase “directly or indirectly engage in” solely in its capacity as Member Representative) by its respective Controlled Affiliates and such liability shall include any direct or indirect ownership or profit participation interest be subject to indemnification in such enterprise, whether as an owner, stockholder, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, licensor of technology or otherwiseaccordance with Section 9.01; provided, however, that nothing in this Section 7 6.15(a) shall prohibit require LG ECSF L.P. to use its commercially reasonable efforts to cause, and LG ECSF L.P. shall not be so liable for, any Management Holder portfolio company of any investment fund or vehicle affiliated with or managed by it to comply with clauses (i) and (ii) in this Section 6.15(a) if it has not provided or made available to such portfolio company any Company Confidential Information. For purposes of this Section 6.15 (a), in the case of a government agency, the terms “client” or “customer” shall be limited to the source selection personnel, program office personnel, contracting officers, contract representatives, contract administrators or any other employee of a Governmental Entity with a material role in any applicable contract or program of the Company or of any Company Subsidiary. Nothing in this Section 6.15 (a) shall be construed to amend, modify, limit or otherwise alter any restrictive covenants contained in any agreement (whether such agreement was entered into before, after or concurrently with this Agreement) between any past, current or future officer, director or employee of the Company or any Company Subsidiary, on the one hand, and the Company, any Company Subsidiary or Purchaser, on the other hand. (b) From the Closing until the third anniversary of the Closing Date (or the seventh anniversary of the Closing Date in case of clause (iii)), Xx. Xxx Xxxxxx shall not, he shall cause any of his Controlled Affiliates not to and he shall refrain from being participating or assisting in any activity of any of his other affiliates to, directly or indirectly (i) invest either alone or with any person now existing or hereafter created in any business competing or preparing to compete with the business of the Company or the Company Subsidiaries, as of the date hereof, conducted in the United States or in any other territory in which the business of the Company or the Company Subsidiaries is conducted as of the date hereof (each, a passive owner “Competing Business”), (ii) give information, advice or financial assistance to, or consult with any person engaged or preparing to engage in, a Competing Business, (iii) give financial assistance to, consult with or invest with any individual who is at that time or was within the prior twelve (12) month period a non-clerical employee of the Company or any of the Company Subsidiaries or any person formed by any such individual or (iv) solicit, induce, advise, request or influence any current or prospective clients, customers, suppliers, vendors or contractors of the Company or any Company Subsidiaries to discontinue, reduce the extent of, discourage the development of, or adversely affect such relationship with the Company or the Company Subsidiaries, or to otherwise seek to provide or provide services that are competitive with the business of the Company and the Company Subsidiaries; provided, however, that Xx. Xxxxxx shall be permitted (x) to make an equity investment of not more than 2% three percent (3%) in any person engaged in a Competing Business whose securities are publicly traded and listed on a national stock exchange and (y) following December 31, 2018, to invest with and serve as a member of the outstanding stock board of directors (or equivalent governing body) of any class of person engaged or preparing to engage in a corporation which is publicly traded, Competing Business (other than a person covered by clause (iii) above) so long as such Management Holder has his investment is no active participation in greater than ten percent (10%) of the business equity of such corporationperson; provided, further, that if such investment under clause (y) occurs prior to the third anniversary of the Closing Date, such person agrees to be bound by the terms set forth in Section 6.15(a)(i) until the fourth anniversary; provided Xx. Xxxxxx shall have no obligation to separately cause such person to comply with Section 6.15(a)(i). It is understood and agreed that Xx. Xxxxxx’x activities permitted under the foregoing clauses (x) and (y), including without limitation, his providing information and advice to and consulting with such person in respect of making such investment under clause (y) customary for a transaction of that nature and performance of any of the customary duties of a member of a board of directors (or equivalent governing body) of such person, shall not constitute a violation by Xx. Xxxxxx or by ECS Federal Holding Co. or Kapani Family 2012 Irrevocable Trust of Section 6.15(a) or this Section 6.15(b). (c) From the Closing until the date that is eighteen (18) months following the Closing Date, Xx. Xxxxxxx Xxxxxxxx shall not, he shall cause his Controlled Affiliates not to and he shall refrain from participating or assisting in any activity of any of his other affiliates to, directly or indirectly (i) solicit for employment or hire any individual who is as of the date of this Agreement an officer or non-clerical employee of the Company or any Company Subsidiary without obtaining the prior written consent of Purchaser; provided, that the foregoing will not preclude Xx. Xxxxxxxx or any of his Controlled Affiliates from (A) soliciting an officer or non-clerical employee of the Company or of any Company Subsidiary through any general advertising or solicitation or through a recruitment or executive search firm where the solicitation is not specifically directed at an officer or non-clerical employee of the Company or any Company Subsidiary and (B) employing any officer or other non-clerical employee of the Company, or of any Company Subsidiary who responds to any such solicitation or who makes an unsolicited approach to Xx. Xxxxxxxx or any of his Controlled Affiliates, or soliciting or employing any person who is no longer an employee of the Company or of any Company Subsidiary and (1) whose employment was terminated by the Company or any Company Subsidiary no less than twelve (12) months prior to the commencement of such employment or (2) who resigned from such employment and who has not been an employee of the Company or any Company Subsidiary for a period of at least twelve (12) months; provided, further, that Xx. Xxxxxxxx’x obligations to cause his Controlled Affiliates to abide by the restrictions in this clause (i) shall not apply (x) to Strongbridge LLC so long as Xx. Xxxxxxxx remains the President of Strongbridge LLC or (y) to the extent doing so would be inconsistent with his fiduciary duties or employment obligations to such Controlled Affiliate; or (ii) give financial assistance to, consult with or invest with any individual who is at that time or was within the prior twelve (12) month period a non-clerical employee of the Company or any of the Company Subsidiaries or any person formed by any such individual.

Non-Solicitation; Non-Competition. (a) Each Management Holder shall be bound by the non-competition and non-solicitation provisions contained in this Section 7, unless any Management Holder is a party to an employment or other similar agreement with the Company or any of its subsidiaries which contains non-compete and non-solicitation provisions, in which event such Management Holder shall only be bound by the non-compete and non-solicitation provisions contained in such employment or other agreement and shall not be bound by the provisions of this Section 7. (b) During the period commencing on the date of the Original Agreement Effective Date and ending on the first second anniversary of the date on which Date of Termination (the Management Holder ceases to receive any payments related to salary“Restricted Period”), bonus or severance from the Company or any of its Affiliates, the Management Holder Gxxxxxxxx shall not directly or indirectly through another Person (i) induce or attempt to induce any employee of the Company or any Affiliate of the Company to leave the employ of the Company or such Affiliate, or in any way interfere with the relationship between the Company or any such Affiliate, on the one hand, and any employee thereof, on the other hand, (ii) hire any person who was an employee of the Company or any Affiliate of the Company until twenty four eighteen (2418) months after such individual’s employment relationship with the Company or such Affiliate has been terminated or (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company or any Affiliate of the Company to cease doing business with the Company or such Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation, on the one hand, and the Company or any such Affiliate, on the other hand. (cb) Each Management Holder Gxxxxxxxx acknowledges that, in the course of his employment with the Company and/or its Affiliates and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other confidential information concerning the Company, its Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. Therefore, each Management Holder Gxxxxxxxx agrees that, that during the period commencing on the date Effective Date and continuing through the end of the Original Agreement and ending on the date on which the Management Holder ceases to receive any payments related to salaryRestricted Period, bonus or severance from the Company or any of its Affiliates (or in the case (i) that the Management Holder receives any severance in a lump sum; or (ii) of a termination by the Company of the Management Holder’s employment for Cause or a termination by the Management Holder of his or her employment without Good Reason, the second anniversary of the date on which the Management Holder ceases to receive such payments) (the “Non-Compete Period”), such Management Holder Gxxxxxxxx shall not directly or indirectly, engage in the fabrication, sale or distribution of any product fabricated, sold or distributed by the Company or its subsidiaries as on the Date of the date of the Original Agreement Termination or during the Non-Compete Restricted Period anywhere in the world United States in which the Company or its subsidiaries is doing business. For purposes of this Section 7(c)Agreement, the phrase “directly or indirectly engage in” shall include any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, partner, joint venturer of or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, licensor of technology or otherwise; provided, however, that nothing in this Section 7 . Nothing herein shall prohibit any Management Holder Gxxxxxxxx from being a passive owner of not more than 24.9% of the outstanding stock of equity interest in any class of a corporation entity which is publicly traded, so long as such Management Holder Gxxxxxxxx has no active participation in the business of such corporation. (c) In the event (i) Gxxxxxxxx materially breaches the terms of this Agreement (including Section 5 or this Section 6 hereof), or materially breaches the terms of any other agreement between Gxxxxxxxx and the Company or its subsidiaries; (ii) Gxxxxxxxx’ employment is terminated by the Company for Cause; (iii) Gxxxxxxxx resigns his employment for any reason other than Good Reason prior to the first anniversary of the Effective Date; or (iv) Gxxxxxxxx experiences a Bankruptcy Event (as that term is defined in the Investor Rights Agreement), then Parent (or its designee) shall have the right, but not the obligation, to repurchase all or any portion of the shares of common stock of Parent held by Gxxxxxxxx (including any shares of Parent’s common stock received upon a distribution from any deferred compensation plan or any common stock issuable upon exercise of any options held by Gxxxxxxxx) for the lesser of (x) Original Cost and (y) Fair Market Value (as each such term is defined in the Investor Rights Agreement). The determination date for purposes of determining the Fair Market Value shall be the closing date of the purchase of the applicable shares. The closing date of the purchase pursuant to this Section 6(d) shall take place on a date designated by the Company or its subsidiaries (or their designee), as applicable, in accordance with the provisions of the Investor Rights Agreement. The Company (or its designee) shall have the right to record the transfer of the shares of common stock in connection with such purchase on its books and records without the consent of Gxxxxxxxx.

Non-Solicitation; Non-Competition. (a) Each Management Holder shall be bound by the non-competition and non-solicitation provisions contained in this Section 79, unless except that if any Management Holder is a party to an employment or other similar a subscription agreement with the Company or any of its subsidiaries Subsidiaries which contains non-compete and non-solicitation provisions, in which event such Management Holder shall only be bound by the non-compete and non-solicitation provisions contained in such employment or other subscription agreement and shall not be bound by the provisions of this Section 79. (b) During the period commencing on the date of the Original Agreement hereof and ending on the first date of the one year anniversary of the date on which Management Holder’s termination of employment for any reason (such period, the “Restricted Period”), or such other period as may be set forth in the applicable provision of a Management Holder ceases to receive any payments related to salaryHolder’s employment agreement with the Company, bonus or severance from the Company or any of its Affiliatesif any, the Management Holder shall not directly or indirectly through another Person (i) induce or attempt to induce any employee or independent contractor of the Company or any Affiliate of the Company (collectively, the “Affiliated Entities” and each such entity an “Affiliated Entity”) to leave the employ of the Company or such AffiliateAffiliated Entity, or in any way interfere with the relationship between the Company or any such AffiliateAffiliated Entity, on the one hand, and any employee or independent contractor thereof, on the other hand, (ii) hire any person who was is an employee or independent contractor of the Company or any Affiliate of the Company Affiliated Entity until twenty four twelve (2412) months after such individual’s employment relationship with the Company or such Affiliate Affiliated Entity has been terminated or (iii) induce or attempt to induce any customercustomer (including former customers who were customers at any time during the 2-year period immediately prior to such inducement or attempted inducement), supplier, licensee or other business relation of the Company or any Affiliate subsidiary of the Company to cease doing business with the Company or such Affiliatesubsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation, on the one hand, and the Company or any such Affiliatesubsidiary, on the other hand. (c) Each Management Holder acknowledges that, in the course of his employment with the Company and/or its Affiliates Subsidiaries and their predecessors, he has become familiar, or will become familiar, with the Company’s and its AffiliatesSubsidiaries’ and their predecessors’ trade secrets and with other confidential information concerning the Company, its Affiliates Subsidiaries and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company and its AffiliatesSubsidiaries. Therefore, each Management Holder agrees that, during the period commencing on the date Restricted Period, such Management Holder shall not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in any business of the Original Agreement and ending on the date on same type as any business in which the Management Holder ceases to receive any payments related to salary, bonus or severance from the Company or any of its Affiliates (or in Subsidiaries is engaged on the case (i) that the Management Holder receives any severance in a lump sum; or (ii) date of a termination by the Company of the such Management Holder’s employment for Cause or a termination by the Management Holder of his in which they have proposed, on or her employment without Good Reasonprior to such date, the second anniversary of the to be engaged in on or after such date on and in which the Management Holder ceases has been involved to receive such paymentsany extent (other than de minimis) at any time during the 2 (the “Non-Compete Period”), such Management Holder shall not directly or indirectly, engage in the fabrication, sale or distribution of any product fabricated, sold or distributed by the Company or its subsidiaries as of two) year period ending with the date of the Original Agreement or during the Non-Compete Period anywhere termination of such Management Holder’s employment, in the world any locale of any country in which the Company or any of its subsidiaries is doing conducts business. For purposes Notwithstanding the foregoing, it shall not be a violation of this Section 7(c), 9(c) for the phrase “Management Holder to join a division or business line of a commercial enterprise with multiple divisions or business lines if such division or business line is not competitive with the businesses of the Company or any of the Affiliated Entities and does not otherwise provide material goods or services to any business or entity that directly or indirectly engage in” shall include any competes with the Company, provided that the Management Holder performs services solely for such non-competitive division or business line, and performs no functions on behalf of (and has no involvement with or direct or indirect ownership responsibilities with respect to) businesses competitive with the businesses of the Company or profit participation interest in such enterpriseany of the Affiliated Entities. For the avoidance of doubt, whether as an owner, stockholder, partner, joint venturer a commercial enterprise (or otherwise, and division or business line thereof) shall include not be considered to be “competitive” with the businesses of the Company or any direct or indirect participation in of the Affiliated Entities if such enterprise as an employee(1) is a non-silicone and non-quartz commercial enterprise; (2) does not produce, consultantmanufacture or otherwise distribute any silicone- or quartz-based products and (3) does not compete with the Company or any of the Affiliated Entities, licensor provided that it shall be a violation of technology this Section 9(c) if a Management Holder undertakes or otherwise; provided, however, engages in activities during the Restricted Period at such commercial enterprise intended to produce or promote products or services that nothing are intended to be directly competitive with the products or services of the Company or any of the Affiliated Entities. Nothing in this Section 7 9 shall prohibit any Management Holder from being a passive owner of not more than 24.9% of the outstanding stock of any class of a corporation which is publicly traded, so long as such Management Holder has no active participation in the business of such corporation.