Common use of Noncompetition; Nonsolicitation; Nondisparagement Clause in Contracts

Noncompetition; Nonsolicitation; Nondisparagement. The following provisions shall apply: (i) During the Executive’s employment and during the eighteen (18) month period immediately following termination of Executive’s employment (unless such termination follows a Change in Control, in which case this Section 5(a)(i) and Section 5 (a)(ii) shall not apply), without the prior written consent of the Company: (A) the Executive shall not directly or indirectly be employed or retained by, or render any services for, or be financially interested in any manner, in any person, firm or corporation engaged in any business which is then materially competitive in any way with any business in which the Company or any Related Company was engaged (including any program of development or research) (a “Competitive Activity”) during the Executive’s employment; (B) the Executive shall not divert or attempt to divert any business away from the Company or a Related Company; (C) the Executive shall not disturb or attempt to disturb any business relationships of the Company or any Related Company; and (D) the Executive shall not assist any person in any way to do, or attempt to do, anything prohibited by the preceding clauses (A), (B) and (C). (ii) In furtherance of Section 5(a)(i), the Executive shall promptly notify the Company through the Company’s Chairman of the Board, Chief Executive Officer, General Counsel and Chief Human Resources Officer in advance in writing (which shall include a description of the proposed activity) of his intention to engage in any activity which could reasonably be deemed to be subject to the noncompetition provision set forth in Section 5(a)(i). The Company’s Chairman of the Board and Chief Executive Officer, or General Counsel shall respond to the Executive in writing within thirty (30) calendar days indicating the Company’s approval or objections to the Executive’s engagement in the activity; provided, however, that if the Company’s Chairman of the Board and Chief Executive Officer, or General Counsel does not respond to or request additional information from the Executive within such thirty (30) day period, the Company’s approval shall be deemed to be granted. Nothing in this Agreement shall be construed as preventing the Executive from investing his personal assets in any business that competes with the Company, in such form or manner as will not require any services on the part of the Executive in the operation or affairs of the business in which such investments are made, but only if the Executive does not own or control more than two percent of any class of the outstanding stock of such business. (iii) For the eighteen (18) month period following termination of Executive’s employment with the Company, the Executive shall not, without the prior written consent of the Company: (A) solicit, recruit or hire any individual who is employed by the Company or any Related Company (or who was so employed within 180 calendar days of the Executive’s solicitation, recruitment or hiring); (B) solicit or encourage any employee of the Company or any Related Company to terminate or refrain from renewing or extending such employment or to become employed by or become a consultant to any other individual or entity other than the Company or a Related Company; or (C) initiate discussion with any such employee for any such purposes or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity; provided, however, that nothing herein shall prohibit the Executive from generally advertising for personnel not specifically targeting any executive or other personnel of the Company. (iv) During the Executive’s employment with the Company and thereafter, Executive will not make any comment or statement or engage in any other behavior that in any way defames or is otherwise detrimental to the reputation and goodwill of the Company, any Related Company, or any director, officer, executive, or agent of the Company or any Related Company; provided, however, that nothing herein shall be interpreted as prohibiting Executive from making truthful statements, including statements of opinion, to Company directors, officers, auditors or regulators or when required by a court or other body having jurisdiction to require such statements.

Noncompetition; Nonsolicitation; Nondisparagement. The following provisions shall apply: (i) i. During the Executive’s employment and during the eighteen (18) month period immediately following termination of Executive’s employment (unless such termination follows a Change in Control, in which case this Section 5(a)(i) and Section 5 (a)(ii) shall not apply), without the prior written consent of the Company: (A) the Executive shall not directly or indirectly be employed or retained by, or render any services for, or be financially interested in any manner, in any person, firm or corporation engaged in any business which is then materially competitive in any way with any business in which the Company or any Related Company was engaged (including any program of development or research) (a “Competitive Activity”) during the Executive’s employment; (B) the Executive shall not divert or attempt to divert any business away from the Company or a Related Company; (C) the Executive shall not disturb or attempt to disturb any business relationships of the Company or any Related Company; and (D) the Executive shall not assist any person in any way to do, or attempt to do, anything prohibited by the preceding clauses (A), (B) and (C). (ii) . In furtherance of Section 5(a)(i), the Executive shall promptly notify the Company through the Company’s Chairman of the Board, Chief Executive Officer, General Counsel and Chief Human Resources Officer in advance in writing (which shall include a description of the proposed activity) of his his/her intention to engage in any activity which could reasonably be deemed to be subject to the noncompetition provision set forth in Section 5(a)(i). The Company’s Chairman of the Board and Chief Executive Officer, or General Counsel or Chief Human Resources Officer shall respond to the Executive in writing within thirty (30) calendar days indicating the Company’s approval or objections to the Executive’s engagement in the activity; provided, however, that if the Company’s Chairman of the Board and Chief Executive Officer, or General Counsel or Chief Human Resources Officer does not respond to or request additional information from the Executive within such thirty (30) day period, the Company’s approval shall be deemed to be granted. Nothing in this Agreement shall be construed as preventing the Executive from investing his his/her personal assets in any business that competes with the Company, in such form or manner as will not require any services on the part of the Executive in the operation or affairs of the business in which such investments are made, but only if the Executive does not own or control more than two percent of any class of the outstanding stock of such business. (iii) . For the eighteen (18) month period following termination of Executive’s employment with the Company, the Executive shall not, without the prior written consent of the Company: (A) solicit, recruit or hire any individual who is employed by the Company or any Related Company (or who was so employed within 180 calendar days of the Executive’s solicitation, recruitment or hiring); (B) solicit or encourage any employee of the Company or any Related Company to terminate or refrain from renewing or extending such employment or to become employed by or become a consultant to any other individual or entity other than the Company or a Related Company; or (C) initiate discussion with any such employee for any such purposes or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity; provided, however, that nothing herein shall prohibit the Executive from generally advertising for personnel not specifically targeting any executive or other personnel of the Company. (iv) . During the Executive’s employment with the Company and thereafter, Executive will not make any comment or statement or engage in any other behavior that in any way defames disparages or is otherwise detrimental to the reputation and goodwill of the Company, any Related Company, or any director, officer, executive, or agent of the Company or any Related Company; provided, however, that nothing herein shall be interpreted as prohibiting Executive from making truthful statements, including statements of opinion, to Company directors, officers, auditors or regulators or when required by a court or other body having jurisdiction to require such statements.

Noncompetition; Nonsolicitation; Nondisparagement. The following provisions shall apply: (i) During the Executive’s employment and during the eighteen twenty-four (1824) month period immediately following termination of Executive’s employment (unless such termination follows a Change in Control, in which case this Section 5(a)(i) and Section 5 (a)(ii) shall not apply), without the prior written consent of the Company: ; (A) the Executive shall not directly or indirectly be employed or retained by, or render any services for, or be financially interested in any manner, in any person, firm or corporation engaged in any business which is then materially competitive in any way with any business in which the Company or any Related Company was engaged (including any program of development or research) (a “Competitive Activity”) during the Executive’s employment; (B) the Executive shall not divert or attempt to divert any business away from the Company or a Related Company; (C) the Executive shall not disturb or attempt to disturb any business relationships of the Company or any Related Company; and (D) the Executive shall not assist any person in any way to do, or attempt to do, anything prohibited by the preceding clauses (A), (B) and (C). (ii) In furtherance of Section 5(a)(i)) above, the Executive shall promptly notify the Company through the Company’s Chairman of the Board, Chief Executive Officer, General Counsel and Chief Human Resources Officer Officer, in advance in writing (which shall include a description of the proposed activity) ), of his intention to engage in any activity which could reasonably be deemed to be subject to the noncompetition provision set forth in Section 5(a)(i). The Company’s Chairman of the Board and Chief Executive Officer, or General Counsel or Chief Human Resources Officer shall respond to the Executive in writing within thirty (30) calendar days indicating the Company’s approval or objections to the Executive’s engagement in the activity; provided, however, that if the Company’s Chairman of the Board and Chief Executive Officer, or General Counsel or Chief Human Resources Officer does not respond to or request additional information from the Executive within such thirty (30) day period, the Company’s approval shall be deemed to be granted. Nothing in this Agreement shall be construed as preventing the Executive from investing his personal assets in any business that competes with the Company, in such form or manner as will not require any services on the part of the Executive in the operation or affairs of the business in which such investments are made, but only if the Executive does not own or control more than two percent of any class of the outstanding stock of such business. (iii) For the eighteen twenty-four (1824) month period following termination of Executive’s employment with the Company, the Executive shall not, without the prior written consent of the Company: ; (A) solicit, recruit or hire any individual who is employed by the Company or any Related Company (or who was so employed within 180 calendar days of the Executive’s solicitation, recruitment or hiring); (B) solicit or encourage any employee of the Company or any Related Company to terminate or refrain from renewing or extending such employment or to become employed by or become a consultant to any other individual or entity other than the Company or a Related Company; or (C) initiate discussion with any such employee for any such purposes or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity; provided, however, that nothing herein shall prohibit the Executive from generally advertising for personnel not specifically targeting any executive or other personnel of the Company. (iv) During the Executive’s employment with the Company and thereafter, Executive will not make any comment or statement or engage in any other behavior that in any way defames disparages or is otherwise detrimental to the reputation and goodwill of the Company, any Related Company, or any director, officer, executive, or agent of the Company or any Related Company; provided, however, that nothing herein shall be interpreted as prohibiting Executive from making truthful statements, including statements of opinion, to Company directors, officers, auditors or regulators or when required by a court or other body having jurisdiction to require such statements.

Noncompetition; Nonsolicitation; Nondisparagement. The following provisions shall apply: (ii.) During the Executive’s employment and during the eighteen (18) month period immediately following termination of Executive’s employment (unless such regardless of the reason for the termination follows a Change in Control, in which case this Section 5(a)(i) and Section 5 (a)(ii) shall not applyof employment), without the prior written consent of the Company: , (Ai) the Executive shall not directly or indirectly be employed or retained by, or render any services for, or be financially interested in any manner, in any person, firm or corporation engaged in any business which is then materially competitive in any way with any business in which the Company or any Related Company was engaged (including any program of development or research) (a “Competitive Activity”) during the Executive’s employment; (Bii) the Executive shall not divert or attempt to divert any business away from the Company or a Related Company; (Ciii) the Executive shall not disturb or attempt to disturb any business relationships of the Company or any Related Company; and (Div) the Executive shall not assist any person in any way to do, or attempt to do, anything prohibited by the preceding clauses (Ai), (Bii) and (Ciii). (ii.) In furtherance of Section 5(a)(i)) above, the Executive shall promptly notify the Company through the Company’s Chairman of the Board, Chief Executive Officer, General Counsel and Chief Human Resources Officer (or their respective representatives), in advance in writing (which shall include a description of the proposed activity) of his intention to engage in any activity which could reasonably be deemed to be subject to the noncompetition provision set forth in Section 5(a)(i). The Company’s Chairman of the Board and Chief Executive Officer, or General Counsel or Chief Human Resources Officer (or one of their respective representatives) shall respond to the Executive in writing within thirty (30) calendar days indicating the Company’s its approval or objections to the Executive’s engagement in the activity; provided, however, that if the Company’s Chairman of the Board and Chief Executive Officer, or General Counsel or Chief Human Resources Officer (or one of their respective representatives) does not respond to or request additional information from the Executive within such thirty (30) day period, the Company’s approval shall be deemed to be granted. If the Executive fails to notify the Company of his intended activity in advance, the Company shall retain all its rights of objections. Nothing in this Agreement shall be construed as preventing the Executive from investing his personal assets in any business that competes with the Company, in such form or manner as will not require any services on the part of the Executive in the operation or affairs of the business in which such investments are made, but only if the Executive does not own or control more than two percent of any class of the outstanding stock of such business. (iii.) For the eighteen (18) month period following termination of Executive’s employment with the Company, the Executive shall not, without the prior written consent of the Company: , (A) solicit, recruit or hire any individual who is employed by the Company or any Related Company (or who was so employed within 180 calendar days of prior to the Executive’s solicitation, recruitment or hiring); , (B) solicit or encourage any employee of the Company or any Related Company to terminate or refrain from renewing or extending such employment or to become employed by or become a consultant to any other individual or entity other than the Company or a Related Company; , or (C) initiate discussion with any such employee for any such purposes or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity; provided, however, that nothing herein shall prohibit the Executive from generally advertising for personnel not specifically targeting any executive or other personnel of the Company. (iv.) During the Executive’s employment with the Company and thereafter, Executive will not make any comment or statement or engage in any other behavior that in any way defames disparages or is otherwise detrimental to the reputation and goodwill of the Company, any Related Company, or any director, officer, executive, or agent of the Company or any Related Company; provided, however, that nothing herein shall be interpreted as prohibiting Executive from making truthful statements, including statements of opinion, to Company directors, officers, auditors or regulators or when required by a court or other body having jurisdiction to require such statements.

Noncompetition; Nonsolicitation; Nondisparagement. The following provisions shall apply: (i) During the Executive’s employment and during the eighteen (18) month period immediately following termination of Executive’s employment (unless such termination follows a Change in Control, in which case this Section 5(a)(i) and Section 5 (a)(ii) shall not apply), without the prior written consent of the Company: , (Ai) the Executive shall not directly or indirectly be employed or retained by, or render any services for, or be financially interested in any manner, in any person, firm or corporation engaged in any business which is then materially competitive in any way with any business in which the Company or any Related Company was engaged (including any program of development or research) (a “Competitive Activity”) during the Executive’s employment; (Bii) the Executive shall not divert or attempt to divert any business away from the Company or a Related Company; (Ciii) the Executive shall not disturb or attempt to disturb any business relationships of the Company or any Related Company; and (Div) the Executive shall not assist any person in any way to do, or attempt to do, anything prohibited by the preceding clauses (Ai), (Bii) and (Ciii). (ii) In furtherance of Section 5(a)(i)) above, the Executive shall promptly notify the Company through the Company’s Chairman of the Board, Board and Chief Executive Officer, General Counsel Officer and the Chief Human Resources Officer (or their respective representatives), in advance in writing (which shall include a description of the proposed activity) of his [his/her] intention to engage in any activity which could reasonably be deemed to be subject to the noncompetition provision set forth in Section 5(a)(i). The Company’s Chairman of the Board and Chief Executive Officer, Officer or General Counsel the Chief Human Resources Officer (or one of their respective representatives) shall respond to the Executive in writing within thirty (30) calendar days indicating the Company’s its approval or objections to the Executive’s engagement in the activity; provided, however, that if the Company’s Chairman of the Board and Chief Executive Officer, Officer or General Counsel the Chief Human Resources Officer (or one of their respective representatives) does not respond to or request additional information from the Executive within such thirty (30) day period, the Company’s approval shall be deemed to be granted. If the Executive fails to notify the Company of [his/her] intended activity in advance, the Company shall retain all its rights of objections. Nothing in this Agreement shall be construed as preventing the Executive from investing his [his/her] personal assets in any business that competes with the Company, in such form or manner as will not require any services on the part of the Executive in the operation or affairs of the business in which such investments are made, but only if the Executive does not own or control more than two percent of any class of the outstanding stock of such business. (iii) For the eighteen (18) month period following termination of Executive’s employment with the Company, the Executive shall not, without the prior written consent of the Company: , (A) solicit, recruit or hire any individual who is employed by the Company or any Related Company (or who was so employed within 180 calendar days of the Executive’s solicitation, recruitment or hiring); , (B) solicit or encourage any employee of the Company or any Related Company to terminate or refrain from renewing or extending such employment or to become employed by or become a consultant to any other individual or entity other than the Company or a Related Company; , or (C) initiate discussion with any such employee for any such purposes or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity; provided, however, that nothing herein shall prohibit the Executive from generally advertising for personnel not specifically targeting any executive or other personnel of the Company. (iv) During the Executive’s employment with the Company and thereafter, Executive will not make any comment or statement or engage in any other behavior that in any way defames disparages or is otherwise detrimental to the reputation and goodwill of the Company, any Related Company, or any director, officer, executive, or agent of the Company or any Related Company; provided, however, that nothing herein shall be interpreted as prohibiting Executive from making truthful statements, including statements of opinion, to Company directors, officers, auditors or regulators or when required by a court or other body having jurisdiction to require such statements.

Noncompetition; Nonsolicitation; Nondisparagement. The following provisions shall apply: (ii.) During the Executive’s employment and during the eighteen (18) month two-year period immediately following termination of Executive’s employment (unless such regardless of the reason for the termination follows a Change in Control, in which case this Section 5(a)(i) and Section 5 (a)(ii) shall not applyof employment), without the prior written consent of the Company: Board, (Ai) the Executive shall not directly or indirectly be employed or retained by, or render any services for, or be financially interested in any manner, in any person, firm or corporation engaged in any business which is then materially competitive in any way with any business in which the Company or any Related Company was engaged (including any program of development or research) (a “Competitive Activity”) during the Executive’s employment; (Bii) the Executive shall not divert or attempt to divert any business away from the Company or a Related Company; (Ciii) the Executive shall not disturb or attempt to disturb any business relationships of the Company or any Related Company; and (Div) the Executive shall not assist any person in any way to do, or attempt to do, anything prohibited by the preceding clauses (Ai), (Bii) and (Ciii). (ii.) In furtherance of Section 5(a)(i)) above, the Executive shall promptly notify the Company Board through the Company’s Chairman of the Board, Chief Executive Officer, General Counsel and Chief Human Resources Officer (or their respective representatives), in advance in writing (which shall include a description of the proposed activity) of his intention to engage in any activity which could reasonably be deemed to be subject to the noncompetition provision set forth in Section 5(a)(i). The Company’s Chairman Board (or one of the Board and Chief Executive Officer, or General Counsel its representatives) shall respond to the Executive in writing within thirty (30) calendar days indicating the Company’s its approval or objections to the Executive’s engagement in the activity; provided, however, that if the Company’s Chairman Board (or one of the Board and Chief Executive Officer, or General Counsel its representatives) does not respond to or request additional information from the Executive within such thirty (30) day period, the CompanyBoard’s approval shall be deemed to be granted. If the Executive fails to notify the Board of his intended activity in advance, the Company shall retain all its rights of objections. Nothing in this Agreement shall be construed as preventing the Executive from investing his personal assets in any business that competes with the Company, in such form or manner as will not require any services on the part of the Executive in the operation or affairs of the business in which such investments are made, but only if the Executive does not own or control more than two percent of any class of the outstanding stock of such business, and such stock is listed on a national securities exchange or is quoted on the National Market System of NASDAQ. (iii.) For the eighteen (18) month two-year period following termination of Executive’s employment with the Company, the Executive shall not, without the prior written consent of the Company: Board, (A) solicit, recruit or hire any individual who is employed by the Company or any Related Company (or who was so employed within 180 calendar days of prior to the Executive’s solicitation, recruitment or hiring); , (B) solicit or encourage any employee of the Company or any Related Company to terminate or refrain from renewing or extending such employment or to become employed by or become a consultant to any other individual or entity other than the Company or a Related Company; , or (C) initiate discussion with any such employee for any such purposes or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity; provided, however, that nothing herein shall prohibit the Executive from generally advertising for personnel not specifically targeting any executive or other personnel of the Company. (iv.) During the Executive’s employment with the Company and thereafter, Executive will not make any comment or statement or engage in any other behavior that in any way defames disparages or is otherwise detrimental to the reputation and goodwill of the Company, any Related Company, or any director, officer, executive, or agent of the Company or any Related Company; provided, however, that nothing herein shall be interpreted as prohibiting Executive from making truthful statements, including statements of opinion, to Company directors, officers, auditors or regulators or when required by a court or other body having jurisdiction to require such statements.

Noncompetition; Nonsolicitation; Nondisparagement. The following provisions shall apply: (i) During the Executive’s employment and during the eighteen (18) month period immediately following termination of Executive’s employment (unless such regardless of the reason for the termination follows a Change in Control, in which case this Section 5(a)(i) and Section 5 (a)(ii) shall not applyof employment), without the prior written consent of the Company: , (Ai) the Executive shall not directly or indirectly be employed or retained by, or render any services for, or be financially interested in any manner, in any person, firm or corporation engaged in any business which is then materially competitive in any way with any business in which the Company or any Related Company was engaged (including any program of development or research) (a “Competitive Activity”) during the Executive’s employment; (Bii) the Executive shall not divert or attempt to divert any business away from the Company or a Related Company; (Ciii) the Executive shall not disturb or attempt to disturb any business relationships of the Company or any Related Company; and (Div) the Executive shall not assist any person in any way to do, or attempt to do, anything prohibited by the preceding clauses (Ai), (Bii) and (Ciii). (ii) In furtherance of Section 5(a)(i)) above, the Executive shall promptly notify the Company through the Company’s Chairman of the Board, Board and Chief Executive Officer, General Counsel Officer and the Chief Human Resources Officer (or their respective representatives), in advance in writing (which shall include a description of the proposed activity) of his [his/her] intention to engage in any activity which could reasonably be deemed to be subject to the noncompetition provision set forth in Section 5(a)(i). The Company’s Chairman of the Board and Chief Executive Officer, Officer or General Counsel the Chief Human Resources Officer (or one of their respective representatives) shall respond to the Executive in writing within thirty (30) calendar days indicating the Company’s its approval or objections to the Executive’s engagement in the activity; provided, however, that if the Company’s Chairman of the Board and Chief Executive Officer, Officer or General Counsel the Chief Human Resources Officer (or one of their respective representatives) does not respond to or request additional information from the Executive within such thirty (30) day period, the Company’s approval shall be deemed to be granted. If the Executive fails to notify the Company of [his/her] intended activity in advance, the Company shall retain all its rights of objections. Nothing in this Agreement shall be construed as preventing the Executive from investing his [his/her] personal assets in any business that competes with the Company, in such form or manner as will not require any services on the part of the Executive in the operation or affairs of the business in which such investments are made, but only if the Executive does not own or control more than two percent of any class of the outstanding stock of such business. (iii) For the eighteen [(18) #)] month period following termination of Executive’s employment with the Company, the Executive shall not, without the prior written consent of the Company: , (A) solicit, recruit or hire any individual who is employed by the Company or any Related Company (or who was so employed within 180 calendar days of prior to the Executive’s solicitation, recruitment or hiring); , (B) solicit or encourage any employee of the Company or any Related Company to terminate or refrain from renewing or extending such employment or to become employed by or become a consultant to any other individual or entity other than the Company or a Related Company; , or (C) initiate discussion with any such employee for any such purposes or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity; provided, however, that nothing herein shall prohibit the Executive from generally advertising for personnel not specifically targeting any executive or other personnel of the Company. (iv) During the Executive’s employment with the Company and thereafter, Executive will not make any comment or statement or engage in any other behavior that in any way defames disparages or is otherwise detrimental to the reputation and goodwill of the Company, any Related Company, or any director, officer, executive, or agent of the Company or any Related Company; provided, however, that nothing herein shall be interpreted as prohibiting Executive from making truthful statements, including statements of opinion, to Company directors, officers, auditors or regulators or when required by a court or other body having jurisdiction to require such statements.

Noncompetition; Nonsolicitation; Nondisparagement. The following provisions shall apply: (i) i. During the Executive’s 's employment and during the eighteen (18) month period immediately following termination of Executive’s 's employment (unless such termination follows a Change in Control, in which case this Section 5(a)(i) and Section 5 (a)(ii) shall not apply), without the prior written consent of the Company: (A) the Executive shall not directly or indirectly be employed or retained by, or render any services for, or be financially interested in any manner, in any person, firm or corporation engaged in any business which is then materially competitive in any way with any business in which the Company or any Related Company was engaged (including any program of development or research) (a “Competitive Activity”) during the Executive’s 's employment; (B) the Executive shall not divert or attempt to divert any business away from the Company or a Related Company; (C) the Executive shall not disturb or attempt to disturb any business relationships of the Company or any Related Company; and (D) the Executive shall not assist any person in any way to do, or attempt to do, anything prohibited by the preceding clauses (A), (B) and (C). (ii) . In furtherance of Section 5(a)(i), the Executive shall promptly notify the Company through the Company’s 's Chairman of the Board, Board and Chief Executive Officer, General Counsel and Chief Human Resources Officer Officer, in advance in writing (which shall include a description of the proposed activity) of his intention to engage in any activity which could reasonably be deemed to be subject to the noncompetition provision set forth in Section 5(a)(i). The Company’s 's Chairman of the Board and Chief Executive Officer, or General Counsel or Chief Human Resources Officer shall respond to the Executive in writing within thirty (30) calendar days indicating the Company’s 's approval or objections to the Executive’s 's engagement in the activity; provided, however, that if the Company’s 's Chairman of the Board and Chief Executive Officer, or General Counsel or Chief Human Resources Officer does not respond to or request additional information from the Executive within such thirty (30) day period, the Company’s 's approval shall be deemed to be granted. Nothing in this Agreement shall be construed as preventing the Executive from investing his personal assets in any business that competes with the Company, in such form or manner as will not require any services on the part of the Executive in the operation or affairs of the business in which such investments are made, but only if the Executive does not own or control more than two percent of any class of the outstanding stock of such business. (iii) . For the eighteen (18) month period following termination of Executive’s 's employment with the Company, the Executive shall not, without the prior written consent of the Company: (A) solicit, recruit or hire any individual who is employed by the Company or any Related Company (or who was so employed within 180 calendar days of the Executive’s 's solicitation, recruitment or hiring); (B) solicit or encourage any employee of the Company or any Related Company to terminate or refrain from renewing or extending such employment or to become employed by or become a consultant to any other individual or entity other than the Company or a Related Company; or (C) initiate discussion with any such employee for any such purposes or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity; provided, however, that nothing herein shall prohibit the Executive from generally advertising for personnel not specifically targeting any executive or other personnel of the Company. (iv) . During the Executive’s 's employment with the Company and thereafter, Executive will not make any comment or statement or engage in any other behavior that in any way defames disparages or is otherwise detrimental to the reputation and goodwill of the Company, any Related Company, or any director, officer, executive, or agent of the Company or any Related Company; provided, however, that nothing herein shall be interpreted as prohibiting Executive from making truthful statements, including statements of opinion, to Company directors, officers, auditors or regulators or when required by a court or other body having jurisdiction to require such statements.

Noncompetition; Nonsolicitation; Nondisparagement. The following provisions shall apply: (ii.) During the Executive’s employment and during the eighteen (18) month period immediately following termination of Executive’s employment (unless such regardless of the reason for the termination follows a Change in Control, in which case this Section 5(a)(i) and Section 5 (a)(ii) shall not applyof employment), without the prior written consent of the Company: , (Ai) the Executive shall not directly or indirectly be employed or retained by, or render any services for, or be financially interested in any manner, in any person, firm or corporation engaged in any business which is then materially competitive in any way with any business in which the Company or any Related Company was engaged (including any program of development or research) (a “Competitive Activity”) during the Executive’s employment; (Bii) the Executive shall not divert or attempt to divert any business away from the Company or a Related Company; (Ciii) the Executive shall not disturb or attempt to disturb any business relationships of the Company or any Related Company; and (Div) the Executive shall not assist any person in any way to do, or attempt to do, anything prohibited by the preceding clauses (Ai), (Bii) and (Ciii). (ii.) In furtherance of Section 5(a)(i)) above, the Executive shall promptly notify the Company through the Company’s Chairman of the Board, Chief Executive Officer, General Counsel and Chief Human Resources Officer (or their respective representatives), in advance in writing (which shall include a description of the proposed activity) of his intention to engage in any activity which could reasonably be deemed to be subject to the noncompetition provision set forth in Section 5(a)(i). The Company’s Chairman of the Board and Chief Executive Officer, or General Counsel or Chief Human Resources Officer (or one of their respective representatives) shall respond to the Executive in writing within thirty (30) calendar days indicating the Company’s its approval or objections to the Executive’s engagement in the activity; provided, however, that if the Company’s Chairman of the Board and Chief Executive Officer, or General Counsel or Chief Human Resources Officer (or one of their respective representatives) does not respond to or request additional information from the Executive within such thirty (30) day period, the Company’s approval shall be deemed to be granted. If the Executive fails to notify the Company of his intended activity in advance, the Company shall retain all its rights of objections. Nothing in this Agreement shall be construed as preventing the Executive from investing his personal assets in any business that competes with the Company, in such form or manner as will not require any services on the part of the Executive in the operation or affairs of the business in which such investments are made, but only if the Executive does not own or control more than two percent of any class of the outstanding stock of such business. , and such stock is listed on a national securities exchange or is quoted on the National Market System of NASDAQ. (iii.) For the eighteen (18) month period following termination of Executive’s employment with the Company, the Executive shall not, without the prior written consent of the Company: , (A) solicit, recruit or hire any individual who is employed by the Company or any Related Company (or who was so employed within 180 calendar days of prior to the Executive’s solicitation, recruitment or hiring); , (B) solicit or encourage any employee of the Company or any Related Company to terminate or refrain from renewing or extending such employment or to become employed by or become a consultant to any other individual or entity other than the Company or a Related Company; , or (C) initiate discussion with any such employee for any such purposes or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity; provided, however, that nothing herein shall prohibit the Executive from generally advertising for personnel not specifically targeting any executive or other personnel of the Company. (iv.) During the Executive’s employment with the Company and thereafter, Executive will not make any comment or statement or engage in any other behavior that in any way defames disparages or is otherwise detrimental to the reputation and goodwill of the Company, any Related Company, or any director, officer, executive, or agent of the Company or any Related Company; provided, however, that nothing herein shall be interpreted as prohibiting Executive from making truthful statements, including statements of opinion, to Company directors, officers, auditors or regulators or when required by a court or other body having jurisdiction to require such statements.