Common use of Noncompete Upon Other Termination of Employment Clause in Contracts

Noncompete Upon Other Termination of Employment. In the event that a Shareholder’s employment is terminated by the Company (or its directly or indirectly held Affiliates which shall include Xxxxxxx & Xxxxxx Group, LLC (and its subsidiaries)) for any reason (including an Involuntary Termination) other than a reason described in Section 13.1 (a “Termination”) then such Shareholder agrees with each other Shareholder and with the Company that, after ceasing to be an employee of the Company (or its directly or indirectly held Affiliates which shall include Xxxxxxx & Xxxxxx Group, LLC (and its subsidiaries)), he will not, directly or indirectly, (i) for a period of three years (two years in the case of an Involuntary Termination prior to the fifth anniversary of such person becoming a Shareholder, four years if the Termination occurs after the fifth anniversary of such person becoming a shareholder and five years if the Termination is after the tenth anniversary of such person becoming a Shareholder) solicit, on behalf of himself or any Person, any Person that is as of the Termination, or has been within one year prior to the Termination, a client of the Company (or its directly or indirectly held Affiliates which shall include Xxxxxxx & Xxxxxx Group, LLC (and its subsidiaries)) or its Affiliates to become an investment advisory, brokerage or similar client of the Shareholder or any other Person; (ii) for a period of five years solicit any Person who is as of the Termination, or has been within one year prior to the Termination, an employee of the Company (or its directly or indirectly held Affiliates which shall include Xxxxxxx & Xxxxxx Group, LLC (and its subsidiaries)) or its Affiliates to become an employee of or consultant to the Shareholder or any other Person; or (iii) for a period of two years (three years if the Termination occurs after the fifth anniversary of such person becoming a Shareholder and five years if the Termination occurs after the tenth anniversary of such person becoming a Shareholder) solicit any Person who is a Prospect of the Company (or its directly or indirectly held Affiliates which shall include Xxxxxxx & Xxxxxx Group, LLC (and its subsidiaries)) or its Affiliates to become an investment advisory, brokerage or similar client of the Shareholder or any other Person; provided, however, that the two year period (and only the two year period) referred to in this subclause (iii) shall not apply in the case of an Involuntary Termination prior to the fifth anniversary of such person becoming a Shareholder. In addition, if (A) such Shareholder’s employment is terminated after (i) one year after such Shareholder’s note issued to the person or entity from which he or she acquired his or her Shares is paid in full and provided that (ii) ten million dollars (after any capital contributions required pursuant to this Agreement) has been distributed to the Shareholders after the note issued to the person or entity from which he or she acquired his or her Shares is paid in full, then such employee shall not for a period of six (6) months, directly or indirectly engage in or become interested in, as owner, shareholder, partner, lender, investor, director, officer, employee, consultant, agent, representative or otherwise, any Person engaged in any business competitive with the Company (or its directly or indirectly held Affiliates which shall include Xxxxxxx & Xxxxxx Group, LLC (and its subsidiaries)) or its Affiliates, (B) such Shareholder’s employment is terminated after (i) two years after such Shareholder’s note issued to the person or entity from which he or she acquired his or her Shares is paid in full and provided that (ii) twenty million dollars (after any capital contributions required pursuant to this Agreement) has been distributed to the Shareholders after the note issued to the person or entity from which he or she acquired his or her Shares is paid in full, then such employee shall not for a period of one (1) year, directly or indirectly engage in or become interested in, as owner, shareholder, partner, lender, investor, director, officer, employee, consultant, agent, representative or otherwise, any Person engaged in any business competitive with the Company (or its directly or indirectly held Affiliates which shall include Xxxxxxx & Xxxxxx Group, LLC (and its subsidiaries)) or its Affiliates, (C) such Shareholder’s employment is terminated after (i) three years after such Shareholder’s note issued to the person or entity from which he or she acquired his or her Shares is paid in full and provided that (ii) thirty million dollars (after any capital contributions required pursuant to this Agreement) has been distributed to the Shareholders after the note issued to the person or entity from which he or she acquired his or her Shares is paid in full, then such employee shall not for a period of eighteen (18) months, directly or indirectly engage in or become interested in, as owner, shareholder, partner, lender, investor, director, officer, employee, consultant, agent, representative or otherwise, any Person engaged in any business competitive with the Company (or its directly or indirectly held Affiliates which shall include Xxxxxxx & Xxxxxx Group, LLC (and its subsidiaries)) or its Affiliates, or (D) such Shareholder’s employment is terminated after (i) four years after such Shareholder’s note issued to the person or entity from which he or she acquired his or her Shares is paid in full and provided that (ii) forty million dollars (after any capital contributions required pursuant to this Agreement) has been distributed to the Shareholders after the note issued to the person or entity from which he or she acquired his or her Shares is paid in full, then such employee shall not for a period of two (2) years, directly or indirectly engage in or become interested in, as owner, shareholder, partner, lender, investor, director, officer, employee, consultant, agent, representative or otherwise, any Person engaged in any business competitive with the Company (or its directly or indirectly held Affiliates which shall include Xxxxxxx & Xxxxxx Group, LLC (and its subsidiaries)) or its Affiliates; provided, however, that for purposes of (A), (B), (C) and (D) above, if such Shareholder is an Opter as of an Opt-Out Date the provisions contained in those provisions shall not apply.