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

Non-Solicitation; Non-Hire. (a) Until the second anniversary of the Closing Date, without the prior written consent of Buyer, no Seller or Affiliate of any Seller shall, whether directly or indirectly, solicit, attempt to employ or employ as an employee or retain as a consultant or independent contractor any Affected Employee; provided, however, that nothing in this Section 5.3(a) shall prohibit any Seller or any Affiliate of Seller from soliciting or employing any Affected Employee who has been terminated by Buyer or its Affiliates following the Closing. The restrictions on soliciting or attempting to employ as an employee or retain as a consultant or independent contractor set forth in this Section 5.3(a) shall not be deemed violated by virtue of general advertisements, searches or other broad-based hiring methods not specifically targeted or directed to Affected Employees. (b) Until the second anniversary of the Closing Date, without the prior written consent of CGLIC, Buyer and its Affiliates (including all of the Acquired Companies conveyed to Buyer) shall not, whether directly or indirectly, solicit, attempt to employ or employ as an employee or retain as a consultant or independent contractor any Excluded Retirement Services Employee, any Excluded Investment Employee or any Optional Retirement Services Employee retained by Seller on the Closing Date (collectively referred to as “Excluded Employees”); provided, however, that nothing in this Section 5.3(b) shall prohibit Buyer or its Affiliates from employing any Excluded Employee who has been terminated by a Seller or Affiliate of a Seller. The restrictions on soliciting or attempting to employ as an employee or retain as a consultant or independent contractor set forth in this Section 5.3(b) shall not be deemed violated by virtue of general advertisements, searches or other broad-based hiring methods not specifically targeted or directed to Excluded Employees, but the prohibition on hiring shall be violated by any hiring in response to such methods.

Non-Solicitation; Non-Hire. (a) Until For a period of three (3) years following the second anniversary Closing, each of ODP and Seller will not, and will ensure that none of its Subsidiaries or Affiliates will, directly or indirectly, solicit the employment of or employ any employee who continues employment with Buyer, ODM or any of their respective Subsidiaries as of the Closing Date, without the prior written consent of Buyer, no Seller or Affiliate of any Seller shall, whether directly or indirectly, solicit, attempt to employ or employ as an employee or retain as a consultant or independent contractor any Affected Employee; provided, however, that nothing in this Section 5.3(a) shall prohibit any the foregoing provision will not prevent ODP, Seller or any Affiliate of Seller their respective Subsidiaries or Affiliates from (x) soliciting any such employee by a public advertisement placed by it or hiring any employee responding thereto, (y) soliciting or employing hiring any Affected Employee who employee whose employment with ODM or Buyer has been terminated by Buyer terminated, or its Affiliates following the Closing. The restrictions on soliciting (z) hiring any employee making an employment inquiry to ODP or attempting to employ as an employee Seller or retain as a consultant any of their Subsidiaries or independent contractor set forth in this Section 5.3(a) shall not be deemed violated by virtue of general advertisements, searches or other broad-based hiring methods not specifically targeted or directed to Affected EmployeesAffiliates. (b) Until For a period of three (3) years following the second anniversary Closing, each of the Closing Date, without the prior written consent of CGLIC, Buyer and its Affiliates (including all of the Acquired Companies conveyed to Buyer) shall Gigante Sub will not, whether and will ensure that none of its Subsidiaries or Affiliates will, directly or indirectly, solicit, attempt to employ solicit the employment of or employ as an employee any of the employees of ODP or retain as a consultant Seller or independent contractor any Excluded Retirement Services Employee, any Excluded Investment Employee their respective Subsidiaries who continue employment with ODP or Seller or any Optional Retirement Services Employee retained by Seller on of their Subsidiaries as of the Closing Date (collectively referred to as a “Excluded EmployeesSeller Employee”); provided, however, that nothing in this Section 5.3(b) shall prohibit the foregoing provision will not prevent Buyer or any of its Subsidiaries or Affiliates from employing (x) soliciting any Excluded such Seller Employee who by a public advertisement placed by it or hiring any Seller Employee responding thereto, (y) soliciting or hiring any Seller Employee whose employment with the Business has been terminated by a terminated, or (z) hiring any Seller Employee making an employment inquiry to Buyer or Affiliate any of a Seller. The restrictions on soliciting its Subsidiaries or attempting to employ as an employee or retain as a consultant or independent contractor set forth in this Section 5.3(b) shall not be deemed violated by virtue of general advertisements, searches or other broad-based hiring methods not specifically targeted or directed to Excluded Employees, but the prohibition on hiring shall be violated by any hiring in response to such methodsAffiliates.

Non-Solicitation; Non-Hire. (a) Until In order to induce Parent to enter into the second Purchase Agreements, Teekay Corporation (“Seller”) hereby covenants and agrees on behalf of itself and its Affiliates that, from the date hereof until the three year anniversary of the Closing DateDate (the “Restrictive Period”), without it and its Affiliates shall not, and shall cause their respective directors, officers and employees (collectively with the prior written consent of BuyerSeller, no the “Seller Parties”) not to, on its or Affiliate their own behalf or on behalf of any Seller shallother Person, whether directly or indirectly, solicit, attempt to employ induce or employ as an employee encourage for employment, consulting or any other similar arrangement for the provision of services by a Restricted Person, or hire or retain as for the provision of services by a consultant or independent contractor Restricted Person (collectively, the “Prohibited Activities”) any Affected Employee; provided, however, of the employees of the Purchased Companies that nothing in this Section 5.3(a) shall prohibit any prior to the Closing were either formerly employees of Seller or any Affiliate of Seller from soliciting its Subsidiaries or employing any Affected Employee who has been terminated by Buyer or its Affiliates following employees of the Closing. The restrictions on soliciting or attempting to employ as an employee or retain as Purchased Companies (each, a consultant or independent contractor set forth in this Section 5.3(a) shall not be deemed violated by virtue of general advertisements, searches or other broad-based hiring methods not specifically targeted or directed to Affected Employees“Restricted Person”). (b) Until Notwithstanding the second anniversary foregoing, Prohibited Activities shall not include (x) soliciting any Restricted Person who contacts such Seller on his or her own initiative and without any direct solicitation by such person or as a result of general, non-targeted media advertising (but the hiring of any such Restricted Person shall be prohibited in accordance with the restrictions of Section 1(a), (y) soliciting any Restricted Person through a generalized search not specifically targeted toward employees of the Closing DatePartnership, without the prior written consent General Partner, the companies purchased pursuant to the Management Services Restructuring and Purchase Agreement and their respective Subsidiaries (the “Purchased Companies”) (but the hiring of CGLICany Restricted Person who responds to such solicitation shall be prohibited in accordance with the restrictions of Section 1(a) and (z) soliciting or hiring any Restricted Person whose employment with the Purchased (c) In order to induce the Seller to enter into the Purchase Agreements, Buyer Parent hereby covenants and its Affiliates (including all agrees on behalf of the Acquired Companies conveyed to Buyer) Partnership and the General Partner and the other Subsidiaries of Parent that, during the Restrictive Period, the Partnership and the General Partner shall not, whether and shall cause their respective directors, officers and employees (collectively , the “Partnership Parties”) not to, on its or their own behalf or on behalf of any other Person, directly or indirectly, solicit, attempt to employ induce or employ encourage for employment, consulting or any other similar arrangement for the provision of services by a Seller Restricted Person (as an employee defined below), or hire or retain for the provision of services by a Seller Restricted Person (collectively, the “Parent Prohibited Activities”) any of the employees of the Seller Parties that at the time of the Closing were employees of Seller employed in the Vancouver office or the Manila office of the Seller (other than Restricted Persons) or any of its Subsidiaries (each, a “Seller Restricted Person”). (d) Notwithstanding the foregoing, Parent Prohibited Activities shall not include (x) soliciting any Seller Restricted Person who contacts the Partnership, the General Partner or any of the Parent Parties on his or her own initiative and without any direct solicitation by such person or as a consultant result of general, non-targeted media advertising (but the hiring of any such Seller Restricted Person shall be prohibited in accordance with the restrictions of Section 1(c) unless an authorized representative of the Sellers Parties has consented to the hiring of such Seller Restricted Person in writing, such consent not to be unreasonably withheld, (y) soliciting any Seller Restricted Person through a generalized search not specifically targeted toward employees of the Seller Parties (but the hiring of any Seller Restricted Person who responds to such solicitation shall be prohibited in accordance with the restrictions of Section 1(c) unless an authorized representative of the Sellers Parties has consented to the hiring of such Seller Restricted Person in writing, such consent not to be unreasonably withheld, and (z) soliciting or independent contractor hiring any Excluded Retirement Services Employee, any Excluded Investment Employee or any Optional Retirement Services Employee retained by Seller on Restricted Person whose employment with the Closing Date (collectively referred to as “Excluded Employees”); provided, however, that nothing in this Section 5.3(b) shall prohibit Buyer or its Affiliates from employing any Excluded Employee who Seller Parties has been terminated by a for any reason for at least six (6) months before such solicitation, unless an authorized representative of the Sellers Parties has consented to the hiring of such Seller or Affiliate of a Seller. The restrictions on soliciting or attempting Restricted Person in writing, such consent not to employ as an employee or retain as a consultant or independent contractor set forth in this Section 5.3(b) shall not be deemed violated by virtue of general advertisements, searches or other broad-based hiring methods not specifically targeted or directed to Excluded Employees, but the prohibition on hiring shall be violated by any hiring in response to such methodsunreasonably withheld .

Non-Solicitation; Non-Hire. (a) Until 5.6.1 During the second anniversary of period commencing at the Closing Dateand ending on the date that is two (2) years thereafter (the “Non-Solicitation Period”): 5.6.1.1 Seller shall not, without the prior written consent of Buyer, no Seller and shall ensure that its Affiliates and Representatives acting on its or Affiliate of any Seller shall, whether directly or indirectlytheir behalf do not, solicit, attempt to employ hire, or employ as engage any senior executive officer of Purchaser and its Affiliates (and in the case of the Target Group after the Closing, all Business Employees at or above an employee M04 or retain as P04 level) (a consultant “Target Restricted Employee”); and 5.6.1.2 Purchaser shall not, and shall ensure that its Affiliates and Representatives acting on its or independent contractor their behalf do not, solicit, hire, or engage any Affected Employee; provided, however, that nothing in this Section 5.3(a) shall prohibit any senior executive officer of Seller or its Affiliates (a “Seller Restricted Employee”). 5.6.2 Notwithstanding the foregoing: 5.6.2.1 general media advertising or any Affiliate other general solicitation not specifically targeted at such Target Restricted Employees or Seller Restricted Employees (as applicable) or the use of an independent search firm by methods that are not directed at such Target Restricted Employees (as applicable) or Seller from soliciting Restricted Employees shall not be deemed to be direct or employing indirect solicitations; and 5.6.2.2 during the Non-Solicitation Period, Seller or Purchaser may engage, solicit and/or hire any Affected Target Restricted Employee who (in the case of Seller) or Seller Restricted Employee (in the case of Purchaser), if: (i) such Target Restricted Employee’s or Seller Restricted Employee’s employment or engagement has been terminated by Buyer the Target Group (or its Affiliates following the Closing. The restrictions on soliciting Purchaser Group) or attempting to employ the Seller Group (as an employee applicable); or retain as (ii) in the case of a consultant or independent contractor set forth in this Section 5.3(a) shall not be deemed violated voluntary departure by virtue of general advertisements, searches or other broad-based hiring methods not specifically targeted or directed to Affected Employees. (b) Until the second anniversary of the Closing Date, without the prior written consent of CGLIC, Buyer and its Affiliates (including all of the Acquired Companies conveyed to Buyer) shall not, whether directly or indirectly, solicit, attempt to employ or employ as an employee or retain as a consultant or independent contractor any Excluded Retirement Services Employee, any Excluded Investment Target Restricted Employee or Seller Restricted Employee in question, such Target Restricted Employee or Seller Restricted Employee has ceased to be employed or engaged by the Target Group (or the Purchaser Group) or the Seller Group (as applicable) for at least twelve (12) months prior to any Optional Retirement Services Employee retained by Seller on the Closing Date (collectively referred to as “Excluded Employees”); provided, however, that nothing in this Section 5.3(b) shall prohibit Buyer or its Affiliates from employing any Excluded Employee who has been terminated by a Seller or Affiliate of a Seller. The restrictions on soliciting or attempting to employ as an employee or retain as a consultant or independent contractor set forth in this Section 5.3(b) shall not be deemed violated by virtue of general advertisements, searches or other broad-based hiring methods not specifically targeted or directed to Excluded Employees, but the prohibition on hiring shall be violated by any hiring in response to such methodshiring.

Non-Solicitation; Non-Hire. (a) Until Unless otherwise agreed in writing, during the second anniversary term of this Agreement, and during the applicable period of restriction (the “Restriction Period”) following separation of Employee from Employer, Employee shall not (i) solicit or attempt to solicit any individual or entity who was a customer of Employer or any of its affiliates during the period of the Closing Date, without Employee’s employment hereunder with the prior written consent intent or purpose to perform for such customer the same or similar services which Employer or any of Buyer, no Seller its affiliates performed for such customer; or Affiliate of any Seller shall, whether directly (ii) induce or indirectly, solicit, attempt to employ induce any individual or employ as entity who was an employee or retain as a consultant (other than an employee of the FIG who was recruited by Employee), agent or independent contractor any Affected Employee; provided, however, that nothing in this Section 5.3(a) shall prohibit any Seller of Employer or any Affiliate of Seller from soliciting its affiliates during the period of Employee’s employment hereunder to discontinue providing services to Employer or employing any Affected Employee who has been terminated by Buyer of its affiliates or diminish its Affiliates following the Closing. The restrictions on soliciting or attempting to employ as an employee or retain as a consultant or independent contractor set forth in this Section 5.3(a) shall not be deemed violated by virtue of general advertisements, searches or other broad-based hiring methods not specifically targeted or directed to Affected Employeesrelationship with them. (b) Until Unless otherwise agreed in writing, during the second anniversary term of this Agreement, and during the Closing Dateapplicable Restriction Period following separation of Employee from Employer, without the prior written consent of CGLIC, Buyer and its Affiliates (including all of the Acquired Companies conveyed to Buyer) Employee shall not, whether directly and will not assist any other person to (i) hire or indirectly, solicit, attempt to employ or employ as solicit for hiring any employee of Employer (other than an employee of the FIG who was recruited by Employee) or retain as a consultant any of its affiliates or seek to persuade any employee of Employer or any of its affiliates to discontinue employment or (ii) solicit or encourage any independent contractor any Excluded Retirement Services Employee, any Excluded Investment Employee providing services to Employer or any Optional Retirement Services of its affiliates to terminate or diminish its relationship with them. (c) For purposes of this Section 11, “Restriction Period” shall mean one of the following (i) in the case of a separation from Employer under Section 10(b), the Severance Period; (ii) in the case of voluntary resignation other than for Good Reason, a period of six (6) months following the earlier to occur of (A) Employee’s written notice to Employer of such voluntary resignation or (B) the effective date of such voluntary resignation; or (iii) in the case of a termination for Cause, a period of six (6) months (the “Cure Period”) following written notice by Employer of the circumstances deemed to constitute Cause, during which Cure Period Employee retained by Seller on will have the Closing Date opportunity to cure the circumstances being asserted (collectively referred provided that Employee shall be entitled to as “Excluded Employees”receive payment of the Monthly Base Salary during the Cure Period); provided, however, that nothing Employer may revoke the Cure Period at any time by paying Employee the Monthly Base Salary for the then remaining balance of such Cure Period; provided further, however, that, in this Section 5.3(b) the event of any such revocation of the remaining Cure Period and payment of Monthly Base Salary, the Restriction Period shall prohibit Buyer or its Affiliates from employing any Excluded Employee who has been terminated by a Seller or Affiliate nonetheless continue for the remaining balance of a Seller. The restrictions on soliciting or attempting to employ as an employee or retain as a consultant or independent contractor set forth in this Section 5.3(b) shall not be deemed violated by virtue of general advertisements, searches or other broad-based hiring methods not specifically targeted or directed to Excluded Employees, but the prohibition on hiring shall be violated by any hiring in response to such methodsCure Period.

Non-Solicitation; Non-Hire. (ai) Until During the second period commencing on the Signing Date and ending on the third anniversary of the Closing Date, without neither Seller nor any of its Subsidiaries (other than the prior written consent Company) shall on its own behalf, or as a stockholder, equityholder, partner, member, manager, or other owner or investor in any Person, directly or indirectly (x) solicit, endeavor to entice away from or otherwise knowingly encourage to leave the employ or service of the Business, the Company, Buyer or any Subsidiary of Buyer, no Seller (y) offer employment or Affiliate of a consulting position to, or (y) hire, any Seller shallPerson who was a MyCase Service Provider on the Signing Date. Notwithstanding the foregoing, whether directly or indirectly, solicit, attempt to employ or employ as an employee or retain as a consultant or independent contractor any Affected Employee; provided, however, that nothing in this Section 5.3(a) shall prohibit any Seller or any Affiliate of Seller from soliciting or employing any Affected Employee who has been terminated by Buyer or its Affiliates following the Closing. The restrictions on soliciting or attempting to employ as an employee or retain as a consultant or independent contractor set forth in this Section 5.3(a6.19(b)(i) shall not be deemed violated by virtue prohibit the service of general advertisements, searches or other broad-based hiring methods not specifically targeted or directed MyCase Service Providers to Affected EmployeesSeller and its Subsidiaries (including the Company) during the Interim Period in the Ordinary Course of Business. (bii) Until During the second period commencing on the Closing Date and ending on the third anniversary of the Closing Date, without none of Buyer, the prior written consent Company or any of CGLICits Subsidiaries shall on its own behalf, Buyer and its Affiliates (including all of the Acquired Companies conveyed to Buyer) shall notor as a stockholder, whether equityholder, partner, member, manager, or other owner or investor in any Person, directly or indirectly, indirectly (x) solicit, attempt endeavor to entice away from or otherwise knowingly encourage to leave the employ or employ as an employee or retain as a consultant or independent contractor any Excluded Retirement Services Employee, any Excluded Investment Employee service of Seller or any Optional Retirement Services Employee retained by of its Subsidiaries, (y) offer employment or a consulting position to, or (z) hire any employee of Seller on the Closing Signing Date (collectively referred to as “Excluded Employees”other than any MyCase Service Provider); provided. (iii) Notwithstanding the foregoing, however, that nothing in this Section 5.3(b) shall prohibit Buyer or its Affiliates from employing any Excluded Employee who has been terminated by a Seller or Affiliate of a Seller. The restrictions on soliciting or attempting to employ as an employee or retain as a consultant or independent contractor set forth in this Section 5.3(b6.19(b) shall not prohibit, following the Closing Date, (x) any general public solicitation of employment or contracting through advertising or through an executive search firm that is not directed at or to Persons who were MyCase Service Providers or employees of Seller or any of its Subsidiaries, as the case may be deemed violated by virtue of general advertisements(but not the offering or hiring for employment or contracting, searches or other broad-based hiring methods not specifically targeted or directed to Excluded Employees, but the prohibition on hiring which shall be violated subject to Section 6.19(b)(i) and Section 6.19(b)(ii)) or (y) with the consent of the Company (not to be unreasonably withheld, conditioned or delayed), the solicitation, offer of employment or hiring of any employee who was terminated by any the Company after the Closing Date without cause and not, at the time of such solicitation, offer of employment or hiring in response to such methods(or within the six-month period prior thereto) an employee of the Company.

Non-Solicitation; Non-Hire. (a) Until Unless otherwise agreed in writing, during the second anniversary term of this Agreement, and during the Closing Dateapplicable period of restriction (the “Restriction Period”) following separation of Employee from Employer, without the prior written consent of Buyer, no Seller Employee shall not induce or Affiliate of any Seller shall, whether directly or indirectly, solicit, attempt to employ induce any individual or employ as entity who was an employee or retain as a consultant employee, agent or independent contractor any Affected Employee; provided, however, that nothing in this Section 5.3(a) shall prohibit any Seller of Employer or any Affiliate of Seller from soliciting its affiliates during the period of Employee’s employment hereunder to discontinue providing services to Employer or employing any Affected Employee who has been terminated by Buyer of its affiliates or diminish its Affiliates following the Closing. The restrictions on soliciting or attempting to employ as an employee or retain as a consultant or independent contractor set forth in this Section 5.3(a) shall not be deemed violated by virtue of general advertisements, searches or other broad-based hiring methods not specifically targeted or directed to Affected Employeesrelationship with them. (b) Until Unless otherwise agreed in writing, during the second anniversary term of this Agreement, and during the Closing Dateapplicable Restriction Period following separation of Employee from Employer, without the prior written consent of CGLIC, Buyer and its Affiliates (including all of the Acquired Companies conveyed to Buyer) Employee shall not, whether directly and will not assist any other person or indirectly, solicit, attempt third party to employ (i) hire or employ as solicit for hiring any employee of Employer (other than an employee of the FIG who was recruited by Employee) or retain as a consultant any of its affiliates or seek to persuade any employee of Employer or any of its affiliates to discontinue employment or (ii) solicit or encourage any independent contractor any Excluded Retirement Services Employee, any Excluded Investment Employee providing services to Employer or any Optional Retirement Services of its affiliates to terminate or diminish its relationship with them. (c) For purposes of this Section 10, “Restriction Period” shall mean one of the following (i) in the case of a separation from Employer under Section 9(b), the Severance Period; (ii) in the case of voluntary resignation other than for Good Reason, a period of six (6) months following the earlier to occur of (A) Employee’s written notice to Employer of such voluntary resignation or (B) the effective date of such voluntary resignation; or (iii) in the case of a termination for Cause, a period of six (6) months (the “Cure Period”) following written notice by Employer of the circumstances deemed to constitute Cause, during which Cure Period Employee retained by Seller on will have the Closing Date opportunity to cure the circumstances being asserted (collectively referred provided that Employee shall be entitled to as “Excluded Employees”receive payment of the Monthly Base Salary during the Cure Period); provided, however, that nothing Employer may revoke the Cure Period at any time by paying Employee the Monthly Base Salary for the then remaining balance of such Cure Period; provided further, that, in this Section 5.3(b) the event of any such revocation of the remaining Cure Period and payment of Monthly Base Salary, the Restriction Period shall prohibit Buyer or its Affiliates from employing any Excluded Employee who has been terminated by a Seller or Affiliate nonetheless continue for the remaining balance of a Seller. The restrictions on soliciting or attempting to employ as an employee or retain as a consultant or independent contractor set forth in this Section 5.3(b) shall not be deemed violated by virtue of general advertisements, searches or other broad-based hiring methods not specifically targeted or directed to Excluded Employees, but the prohibition on hiring shall be violated by any hiring in response to such methodsCure Period.

Non-Solicitation; Non-Hire. (a) Until For a period of two years following the second anniversary completion of the Closing DateInitial Public Offering, no member of the Citigroup Affiliated Group, on the one hand, or any of Primerica or any of its Subsidiaries, on the other hand, will, without the prior written consent of Buyerthe other party, no Seller or Affiliate of any Seller shall, whether either directly or indirectly, soliciton their own behalf or in the service or on behalf of others, solicit or hire, or attempt to employ solicit or employ as an employee or retain as a consultant or independent contractor hire, any Affected Employee; provided, however, that nothing in this Section 5.3(a) shall prohibit any Seller or any Affiliate of Seller from soliciting or employing any Affected Employee who has been terminated person employed by Buyer or its Affiliates following the Closing. The restrictions on soliciting or attempting to employ as an employee or retain as a consultant or independent contractor set forth in this Section 5.3(a) shall not be deemed violated by virtue of general advertisements, searches or other broad-based hiring methods not specifically targeted or directed to Affected Employees. (b) Until the second anniversary of the Closing Date, without party whose aggregate annualized cash compensation for the prior written consent of CGLICcalendar year exceeds $200,000, Buyer and its Affiliates (including all of the Acquired Companies conveyed to Buyer) shall not, whether directly or indirectly, solicit, attempt to employ or employ as an employee or retain as a consultant or independent contractor any Excluded Retirement Services Employee, any Excluded Investment Employee or any Optional Retirement Services Employee retained by Seller on the Closing Date (collectively referred to as “Excluded Restricted Employees”); provided, however, that nothing in this Section 5.3(bthe foregoing will not (i) shall prohibit Buyer or its Affiliates prevent either party from employing any Excluded Employee who has been terminated by a Seller or Affiliate of a Seller. The restrictions on soliciting or attempting to employ as an employee hiring any such person after the termination of such employee’s employment by their respective employer unless specifically prohibited by such employee’s agreement, if any, with a member of the Citigroup Affiliated Group or retain as a consultant Primerica and its Subsidiaries or independent contractor set forth in this Section 5.3(b(ii) shall not be deemed violated by virtue prohibit either party from placing public advertisements or conducting any other form of general advertisements, searches or other broad-based hiring methods solicitation which is not specifically targeted or directed to Excluded towards the Restricted Employees, but so long as such Restricted Employee is not hired by such party conducting the prohibition general solicitation for employees. (b) For a period of two years following the completion of the Initial Public Offering, no member of the Citigroup Affiliated Group shall intentionally engage in any targeted solicitation of Primerica’s Independent Contractor Representatives for any purpose. (c) Following the completion of the Initial Public Offering, the parties hereby agree that in no event will any member of the Citigroup Affiliated Group intentionally use any Prime Re customer list or customer database existing as of the date hereof for purposes of marketing any products or services to such customers. With respect to Primerica customers of Citicorp Trust Bank, FSB (“CTB”) referred to CTB by a Primerica representative, any restrictions on hiring solicitation of such customers shall be violated governed by that certain Loan Brokerage Agreement entered into by and between CTB and Primerica Financial Services Home Mortgages, Inc. (“PFSHMI”), dated as of March 10, 2010. Subject to the requirements of this Section 7.4(c), following the completion of the Initial Public Offering, if Primerica reasonably believes that any hiring in response Primerica customer list or customer database is being used by a member of the Citigroup Affiliated Group for marketing purposes, Primerica will promptly notify Citigroup, and the parties will use good faith efforts to such methodsconduct an investigation and take corrective action, if appropriate.

Non-Solicitation; Non-Hire. (a) Until For a period of two years following the second anniversary completion of the Closing DateInitial Public Offering, no member of the Citigroup Affiliated Group, on the one hand, or any of Primerica or any of its Subsidiaries, on the other hand, will, without the prior written consent of Buyerthe other party, no Seller or Affiliate of any Seller shall, whether either directly or indirectly, soliciton their own behalf or in the service or on behalf of others, solicit or hire, or attempt to employ solicit or employ as an employee or retain as a consultant or independent contractor hire, any Affected Employee; provided, however, that nothing in this Section 5.3(a) shall prohibit any Seller or any Affiliate of Seller from soliciting or employing any Affected Employee who has been terminated person employed by Buyer or its Affiliates following the Closing. The restrictions on soliciting or attempting to employ as an employee or retain as a consultant or independent contractor set forth in this Section 5.3(a) shall not be deemed violated by virtue of general advertisements, searches or other broad-based hiring methods not specifically targeted or directed to Affected Employees. (b) Until the second anniversary of the Closing Date, without party whose aggregate annualized cash compensation for the prior written consent of CGLICcalendar year exceeds $200,000, Buyer and its Affiliates (including all of the Acquired Companies conveyed to Buyer) shall not, whether directly or indirectly, solicit, attempt to employ or employ as an employee or retain as a consultant or independent contractor any Excluded Retirement Services Employee, any Excluded Investment Employee or any Optional Retirement Services Employee retained by Seller on the Closing Date (collectively referred to as “Excluded Restricted Employees”); provided, however, that nothing in this Section 5.3(bthe foregoing will not (i) shall prohibit Buyer or its Affiliates prevent either party from employing any Excluded Employee who has been terminated by a Seller or Affiliate of a Seller. The restrictions on soliciting or attempting to employ as an employee hiring any such person after the termination of such employee’s employment by their respective employer unless specifically prohibited by such employee’s agreement, if any, with a member of the Citigroup Affiliated Group or retain as a consultant Primerica and its Subsidiaries or independent contractor set forth in this Section 5.3(b(ii) shall not be deemed violated by virtue prohibit either party from placing public advertisements or conducting any other form of general advertisements, searches or other broad-based hiring methods solicitation which is not specifically targeted or directed to Excluded towards the Restricted Employees, but so long as such Restricted Employee is not hired by such party conducting the prohibition general solicitation for employees. (b) For a period of two years following the completion of the Initial Public Offering, no member of the Citigroup Affiliated Group shall intentionally engage in any targeted solicitation of Primerica’s Independent Contractor Representatives for any purpose. (c) Following the completion of the Initial Public Offering, the parties hereby agree that in no event will any member of the Citigroup Affiliated Group intentionally use any Prime Re customer list or customer database existing as of the date hereof for purposes of marketing any products or services to such customers. With respect to Primerica customers of Citicorp Trust Bank (“CTB”) referred to CTB by a Primerica representative, any restrictions on hiring solicitation of such customers shall be violated governed by that certain [agreement] entered into by and between Primerica and CTB, dated as of [ ], 2010. Subject to the requirements of this Section 7.4(c), following the completion of the Initial Public Offering, if Primerica reasonably believes that any hiring in response Primerica customer list or customer database is being used by a member of the Citigroup Affiliated Group for marketing purposes, Primerica will promptly notify Citigroup, and the parties will use good faith efforts to such methodsconduct an investigation and take corrective action, if appropriate.