Common use of Noncompetition; Nonsolicitation; Nondisparagement Clause in Contracts

Noncompetition; Nonsolicitation; Nondisparagement. (a) Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows: (b) During Executive’s Employment with the Company or its Affiliates (the “Employment Term”) and for the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Executive (or his direct reports) had personal contact or dealings on behalf of the Company during the one-year period preceding Executive’s termination of Employment. (i) During the Restricted Period, Executive will not directly or indirectly: (A) engage in the Business anywhere in the United States, or in any geographical area that is within 100 miles of any geographical area where the Restricted Group engages in the Business, including, for the avoidance of doubt, by entering into the employment of or rending any services to a Core Competitor, except where such employment or services do not relate in any manner to the Business; (B) acquire a financial interest in, or otherwise become actively involved with, any Person engaged in the Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (C) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors. (ii) Notwithstanding anything to the contrary in this Appendix A, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Core Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (i) is not a controlling person of, or a member of a group which controls, such person and (ii) does not, directly or indirectly, own 2% or more of any class of securities of such Person. (iii) During the Employment Term and the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or encourage any employee of the Restricted Group to leave the employment of the Restricted Group; (B) hire any executive-level employee, key personnel, or manager-level employee (i.e., any operations manager or district sales manager) who was employed by the Restricted Group as of the date of Executive’s termination of employment with the Company or who left the employment of the Restricted Group coincident with, or within one year prior to or after, the termination of Executive’s employment with the Company; or (C) encourage any consultant of the Restricted Group to cease working with the Restricted Group. (iv) For purposes of this Agreement:

Noncompetition; Nonsolicitation; Nondisparagement. (a) Executive acknowledges The Employee agrees that, during the term of this Agreement and recognizes for a period following the highly competitive nature termination date of two years if the businesses of Employee’s employment is terminated by the Company and its affiliates and accordingly agrees as follows: (b) During Executivefor Cause or by the Employee without Good Reason or one year if the Employee’s Employment with employment is terminated for any other reason, the Company or its Affiliates (the “Employment Term”) and for the Restricted Period, Executive Employee will not, whether directly or indirectly, in any capacity whatsoever, either on Executivethe Employee’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer Person with whom Executive (the Employee may be employed or his direct reports) had personal contact or dealings on behalf of the Company during the one-year period preceding Executive’s termination of Employment.otherwise associated: (i) During the Restricted Periodengage or invest in, Executive will not directly or indirectly: (A) engage in the Business anywhere in the United Statesown, or in any geographical area that is within 100 miles of any geographical area where the Restricted Group engages in the Businessmanage, includingoperate, for the avoidance of doubtfinance, by entering into the employment of or rending any services to a Core Competitorcontrol, except where such employment or services do not relate in any manner to the Business; (B) acquire a financial an interest in, be employed by, render services to, act as an agent on behalf of, or otherwise become actively involved within any way participate in, associate with or allow his skill, knowledge, experience or reputation to be used by (whether as a proprietor, partner, stockholder, member, director, officer, employee, joint venturer, investor, consultant, agent, sales representative, broker or other participant) any Person engaged in or planning to become engaged in the Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (C) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members Business within any of the Restricted Group and any jurisdictions listed on Appendix A attached hereto; provided, however, that the Employee may own passive investments in not more than 1% of their clients, customers, suppliers, partners, members or investors. (ii) Notwithstanding anything to the contrary in this Appendix A, Executive may, directly or indirectly own, solely as an investment, outstanding securities of any Person engaged in a such Business (includingbut without otherwise participating in such similar business) if such securities are registered under Section 12 of the Securities Exchange Act of 1934, without limitation, a Core Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (i) is not a controlling person of, or a member of a group which controls, such person and as amended; (ii) does notcontact any customer of the Company or its Affiliates to solicit, directly divert or indirectly, own 2% or more of any class of securities entice away the business of such Person.customer, or otherwise disrupt the relationship between such customer and the Company or its Affiliates; (iii) During solicit, induce, influence or attempt to influence any supplier, lessor, lessee, licensor, partner, joint venturer, potential acquiree or any other person who has a business relationship with the Employment Term and Company or its Affiliates, or who on the Restricted Periodtermination date is engaged in discussions or negotiations to enter into a business relationship with the Company or its Affiliates, Executive will notto discontinue, whether on Executive’s own behalf reduce or on behalf limit the extent of such relationship with the Company or in conjunction with any Person, directly or indirectly:of its Affiliates; (Aiv) solicit or encourage make contact with any employee of the Restricted Group to leave Company or its Affiliates for the employment purpose of the Restricted Group; (B) hire any executive-level soliciting such employee for hire, whether as an employee, key personnelindependent contractor, consultant or otherwise, or manager-level employee (i.e., any operations manager or district sales manager) who was employed by the Restricted Group as of the date of Executiveotherwise disrupting such employee’s termination of employment relationship with the Company or who left the employment of the Restricted Group coincident with, or within one year prior to or after, the termination of Executive’s employment with the Companyits Affiliates; or (Cv) encourage make any consultant statement or disclose any information to any customers, suppliers, lenders, lessors, licensees, other employees of the Restricted Group Company or its Affiliates or others that is defamatory or derogatory with respect to cease working the business, operations, management or other employees of the Company or its Affiliates, or take any other action (excluding making truthful, non-defamatory statements in good faith that do not violate any other provision of this Agreement) that could reasonably be expected to injure the Company in its business relationships with any of the Restricted Groupforegoing parties or result in any other detrimental effect on the Company or its Affiliates. (b) The Employee agrees that: (i) the covenants and agreements set forth in this Article IV are reasonable both in scope of geographical area and duration, (ii) the Company would not have entered into this Agreement but for such covenants of the Employee, (iii) such covenants have been made as a result of arm-length bargaining in order to induce the Company to enter into this Agreement, and (iv) For purposes such covenants and agreements are reasonable and necessary for the protection of the Confidential Information, assets, goodwill and business of the Company. To the extent permitted by applicable law, the Employee covenants and agrees not to institute, maintain, prosecute or in any way aid in the institution, maintenance or prosecution of any lawsuit, action, claim, arbitration or other proceeding against the Company or any of its Affiliates with respect to the enforceability of the covenants contained in this Agreement:Article IV and the Employee hereby irrevocably waives all defenses otherwise available to the Employee with respect to the strict enforcement of such covenants and agreements by the Company.

Noncompetition; Nonsolicitation; Nondisparagement. (a) Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows: (b) During Executive’s Employment with the Company or its Affiliates (the “Employment Term”) and for the Restricted Period), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Executive (or his direct reports) had personal contact or dealings on behalf of the Company during the one-year period preceding Executive’s termination of EmploymentCompany. (i) During Unless Executive was employed in California, North Dakota, or Oklahoma, during the Restricted Period, Executive will not directly or indirectly: (A) engage in the Business anywhere in the United States, or in any geographical area that is within 100 miles of any geographical area where the Restricted Group engages in the Business, including, for the avoidance of doubt, by entering into the employment of or rending any services to a Core Competitor, except where such employment or services do not relate in any manner to the Business; (B) acquire a financial interest in, or otherwise become actively involved with, any Person engaged in the Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or; (C) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors; or (D) solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Executive (or his direct reports) had personal contact or dealings on behalf of the Company. (ii) Notwithstanding anything to the contrary in this Appendix A, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Core Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (i) is not a controlling person of, or a member of a group which controls, such person and (ii) does not, directly or indirectly, own 2% or more of any class of securities of such Person. (iii) During the Employment Term and the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or encourage any employee of the Restricted Group to leave the employment of the Restricted Group; (B) hire any executive-level employee, key personnel, or manager-level employee (i.e., any operations manager or district sales manager) who was employed by the Restricted Group as of the date of Executive’s termination of employment with the Company or who left the employment of the Restricted Group coincident with, or within one year prior to or after, the termination of Executive’s employment with the Company; or (C) encourage any consultant of the Restricted Group to cease working with the Restricted Group. (iv) For purposes of this Agreement: