Common use of Nondisparagement Clause in Contracts

Nondisparagement. (a) The Employee shall not, at any time during his employment with the Company or thereafter, make any public or private statement to the news media, to any Company competitor or client, or to any other individual or entity, if such statement would disparage any of the Company, any of their respective businesses or any director or officer of any of them or such businesses or would have a deleterious effect upon the interests of any of such businesses or the stockholders or other owners of any of them; provided, however, that the Employee shall not be in breach of this restriction if such statements consist solely of (i) private statements made to any officers, directors or employees of any of the Company by the Employee in the course of carrying out his duties pursuant to this Agreement or, to the extent applicable, his duties as a director or officer, or (ii) private statements made to persons other than clients or competitors of any of the Company (or their representatives) or members of the press or the financial community that do not have a material adverse effect upon any of the Company; and provided that nothing contained in this paragraph or in any other provision of this Agreement shall preclude the Employee from making any statement in good faith that is required by law, regulation or order of any court or regulatory commission, department or agency. (b) The Company shall not, at any time during the Employee’s employment with the Company or thereafter, authorize any person to make, nor shall the Company condone the making of, any statement, publicly or privately, by its officers which would disparage the Employee; provided, however, that the Company shall not be in breach of this restriction if such statements consist solely of (i) private statements made to any officers, directors or employees of the Company or (ii) private statements made to persons other than clients or competitors of any of the Company (or their representatives) or members of the press or the financial community that do not have a material adverse effect upon the Employee; and provided, further, that nothing contained in this paragraph or in any other provision of this Agreement shall preclude any officer, director, employee, agent or other representative of any of the Company from making any statement in good faith which is required by any law, regulation or order of any court or regulatory commission, department or agency.

Nondisparagement. (a) The Employee shall not, at any time during his employment with During the Company or Employment Term and thereafter, make any public the Executive shall not with willful intent to damage economically or private statement as to the news media, to any Company competitor reputation or client, or to any other individual or entity, if such statement would vindictively disparage any of the Company, any of its subsidiaries or their respective businesses past or any director or officer of any of them or such businesses or would have a deleterious effect upon the interests of any of such businesses or the stockholders or other owners of any of them; provided, however, that the Employee shall not be in breach of this restriction if such statements consist solely of (i) private statements made to any present officers, directors or employees of any (the "Protected Group"), provided that the foregoing shall not apply to (i) actions or statements taken or made by the Executive while employed by the Company in good faith as fulfilling the Executive's duties with the Company or otherwise at the request of the Company by the Employee in the course of carrying out his duties pursuant to this Agreement orCompany, to the extent applicable, his duties as a director or officer, or (ii) private truthful statements made in compliance with legal process or governmental inquiry, (iii) as the Executive in good ▇▇▇▇▇ ▇▇▇▇▇ necessary to persons rebut any untrue or misleading public statements made about him or any other than clients or competitors of any member of the Company Protected Group, (or their representativesiv) or members of the press or the financial community that do not have a material adverse effect upon any of the Company; and provided that nothing contained in this paragraph or in any other provision of this Agreement shall preclude the Employee from making any statement statements made in good faith that is required by lawthe Executive to rebut untrue or misleading statements made about him or any other member of the Protected Group by any member of the Protected Group, regulation or order and (v) normal commercial puffery in a competitive business situation. No member of any court or regulatory commission, department or agencythe Protected Group shall be a third party beneficiary of this Section 9.9(a). (b) The During the Employment Term and thereafter, neither the Company officially nor any then member of the Executive Leadership Team (or the equivalent) of the Company, as such term is currently used within the Company, shall notwith willful intent to damage the Executive economically or as to reputation or otherwise vindictively disparage the Executive, at provided the foregoing shall not apply to (i) actions or statements taken or made in good faith within the Company in fulfilling duties with the Company, (ii) truthful statements made in compliance with legal process, governmental inquiry or as required by legal filing or disclosure requirements, (iii) as in good faith deemed necessary to rebut any time during untrue or misleading statements by the Employee’s employment with Executive as to any member of the Protected Group or (iv) normal commercial puffery in a competitive business situation. (c) In the event of a material breach or threatened material breach of clauses (a) or (b) above, the Company or thereafterthe Executive, authorize as the case may be, in addition to its or the Executive's other remedies at law or in equity, shall be entitled to injunctive or other equitable relief in order to enforce or prevent any person to make, nor shall the Company condone the making of, any statement, publicly or privately, by its officers which would disparage the Employee; provided, however, that the Company shall not be in breach violations of this restriction if such statements consist solely of (i) private statements made to any officers, directors or employees of the Company or (ii) private statements made to persons other than clients or competitors of any of the Company (or their representatives) or members of the press or the financial community that do not have a material adverse effect upon the Employee; and provided, further, that nothing contained in this paragraph or in any other provision of this Agreement shall preclude any officer, director, employee, agent or other representative of any of the Company from making any statement in good faith which is required by any law, regulation or order of any court or regulatory commission, department or agencySection 9.9.

Nondisparagement. (a) The Employee shall not, at any time during his During Executive’s employment with the Company or and thereafter, make Executive agrees not to make, publish or communicate at any public or private statement to the news media, time to any Company competitor or client, or to any other individual person or entity, if such statement would disparage any including, but not limited to, customers, clients and investors of the Company, its Affiliates and their respective present or former members, partners, directors, employees or agents, and the family members thereof, any Disparaging (defined below) remarks, comments or statements concerning the Company its Affiliates, any entity affiliated with ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ or any of his family members, or any of their respective businesses or any director or officer of any of them or such businesses or would have a deleterious effect upon the interests of any of such businesses or the stockholders or other owners of any of them; providedpresent and former members, howeverpartners, that the Employee shall not be in breach of this restriction if such statements consist solely of (i) private statements made to any directors, officers, directors employees or employees of any of the Company by the Employee in the course of carrying out his duties pursuant to this Agreement or, to the extent applicable, his duties as a director or officer, or (ii) private statements made to persons other than clients or competitors of any of the Company (or their representatives) or members of the press or the financial community that do not have a material adverse effect upon any of the Company; and provided that nothing contained in this paragraph or in any other provision of this Agreement shall preclude the Employee from making any statement in good faith that is required by law, regulation or order of any court or regulatory commission, department or agencyagents. (b) The In the event (i) Executive’s employment terminates for any reason; and (ii) Executive provides the Company with an irrevocable waiver and general release in favor of the Released Parties in the Company’s customary form that has become effective and irrevocable in accordance with its terms, the Company agrees that the Chief Executive Officer and Board shall notnot make, publish, or communicate at any time during the Employee’s employment with the Company or thereafter, authorize to any person to makeor entity any Disparaging (defined below) remarks, nor comments or statements concerning Executive, except nothing herein shall the Company condone the making of, any statement, publicly or privately, by its officers which would disparage the Employee; provided, however, that the Company shall not be in breach of this restriction if such statements consist solely of (i) private statements made to any officers, directors or employees of the Company or (ii) private statements made to persons other than clients or competitors of any of the Company (or their representatives) or members of the press or the financial community that do not have a material adverse effect upon the Employee; and provided, further, that nothing contained in this paragraph or in any other provision of this Agreement shall preclude any officer, director, employee, agent or other representative of any of prevent the Company from making truthful statements regarding Executive’s termination as required or, in the discretion of the Board, deemed advisable to be made in the Company’s or any statement Affiliate’s public filings. (c) For the purposes of this Section 11, “Disparaging” remarks, comments or statements are those that impugn the character, honesty, integrity, morality, business acumen or abilities of the individual or entity being disparaged. (d) Notwithstanding the foregoing, this Section 11 does not apply to (i) any truthful testimony, pleading, or sworn statements in good faith which is required by any law, regulation legal proceeding; (ii) attorney-client communications; or order of (iii) any court communications with a government or regulatory commissionagency, department and further, it shall not be construed to prevent Executive from filing a charge with the Equal Employment Opportunity Commission or a comparable state or local agency.

Nondisparagement. (a) The Employee shall not, at any time during his employment with During the Company or Employment Term and thereafter, make any public the Executive shall not with willful intent to damage economically or private statement as to the news media, to any Company competitor reputation or client, or to any other individual or entity, if such statement would vindictively disparage any of the Company, any of its subsidiaries or their respective businesses past or any director or officer of any of them or such businesses or would have a deleterious effect upon the interests of any of such businesses or the stockholders or other owners of any of them; provided, however, that the Employee shall not be in breach of this restriction if such statements consist solely of (i) private statements made to any present officers, directors or employees of any (the "Protected Group"), provided that the foregoing shall not apply to (i) actions or statements taken or made by the Executive while employed by the Company in good faith as fulfilling the Executive's duties with the Company or otherwise at the request of the Company by the Employee in the course of carrying out his duties pursuant to this Agreement orCompany, to the extent applicable, his duties as a director or officer, or (ii) private truthful statements made in compliance with legal process or governmental inquiry, (iii) as the Executive in good ▇▇▇▇▇ ▇▇▇▇▇ necessary to persons rebut any untrue or misleading public statements made about him or any other than clients or competitors of any member of the Company Protected Group, (or their representativesiv) or members of the press or the financial community that do not have a material adverse effect upon any of the Company; and provided that nothing contained in this paragraph or in any other provision of this Agreement shall preclude the Employee from making any statement statements made in good faith that is required by lawthe Executive to rebut untrue or misleading statements made about him or any other member of the Protected Group by any member of the Protected Group, regulation or order and (v) normal commercial puffery in a competitive business situation. No member of any court or regulatory commission, department or agencythe Protected Group shall be a third party beneficiary of this Section 9.9(a). (b) The During the Employment Term and thereafter, neither the Company officially nor any then member of the Executive Leadership Team (or the equivalent) of the Company, as such term is currently used within the Company, shall notwith willful intent to damage the Executive economically or as to reputation or otherwise vindictively disparage the Executive, at provided the foregoing shall not apply to (i) actions or statements taken or made in good faith within the Company in fulfilling duties with the Company, (ii) truthful statements made in compliance with legal process, governmental inquiry or as required by legal filing or disclosure requirements, (iii) as in good faith deemed necessary to rebut any time during untrue or misleading statements by the Employee’s employment with Executive as to any member of the Protected Group, or (iv) normal commercial puffery in a competitive business situation. (c) In the event of a material breach or threatened material breach of clauses (a) or (b) above, the Company or thereafterthe Executive, authorize as the case may be, in addition to its or the Executive's other remedies at law or in equity, shall be entitled to injunctive or other equitable relief in order to enforce or prevent any person to make, nor shall the Company condone the making of, any statement, publicly or privately, by its officers which would disparage the Employee; provided, however, that the Company shall not be in breach violations of this restriction if such statements consist solely of (i) private statements made to any officers, directors or employees of the Company or (ii) private statements made to persons other than clients or competitors of any of the Company (or their representatives) or members of the press or the financial community that do not have a material adverse effect upon the Employee; and provided, further, that nothing contained in this paragraph or in any other provision of this Agreement shall preclude any officer, director, employee, agent or other representative of any of the Company from making any statement in good faith which is required by any law, regulation or order of any court or regulatory commission, department or agencySection 9.9.

Nondisparagement. (a) The Employee shall not, at any time during his employment with During the Company or Employment Term and thereafter, make any public the Executive shall not with willful intent to damage economically or private statement as to the news media, to any Company competitor reputation or client, or to any other individual or entity, if such statement would vindictively disparage any of the Company, any of its subsidiaries or their respective businesses past or any director or officer of any of them or such businesses or would have a deleterious effect upon the interests of any of such businesses or the stockholders or other owners of any of them; provided, however, that the Employee shall not be in breach of this restriction if such statements consist solely of (i) private statements made to any present officers, directors or employees of any (the "Protected Group"), provided that the foregoing shall not apply to (i) actions or statements taken or made by the Executive while employed by the Company in good faith as fulfilling the Executive's duties with the Company or otherwise at the request of the Company by the Employee in the course of carrying out his duties pursuant to this Agreement orCompany, to the extent applicable, his duties as a director or officer, or (ii) private truthful statements made in compliance with legal process or governmental inquiry, (iii) as the Executive in good ▇▇▇▇▇ ▇▇▇▇▇ necessary to persons rebut any untrue or misleading public statements made about her or any other than clients or competitors of any member of the Company Protected Group, (or their representativesiv) or members of the press or the financial community that do not have a material adverse effect upon any of the Company; and provided that nothing contained in this paragraph or in any other provision of this Agreement shall preclude the Employee from making any statement statements made in good faith that is required by lawthe Executive to rebut untrue or misleading statements made about her or any other member of the Protected Group by any member of the Protected Group, regulation or order and (v) normal commercial puffery in a competitive business situation. No member of any court or regulatory commission, department or agencythe Protected Group shall be a third party beneficiary of this Section 9.9(a). (b) The During the Employment Term and thereafter, neither the Company officially nor any then member of the Executive Leadership Team (or the equivalent) of the Company, as such term is currently used within the Company, shall notwith willful intent to damage the Executive economically or as to reputation or otherwise vindictively disparage the Executive, at provided the foregoing shall not apply to (i) actions or statements taken or made in good faith within the Company in fulfilling duties with the Company, (ii) truthful statements made in compliance with legal process, governmental inquiry or as required by legal filing or disclosure requirements, (iii) as in good faith deemed necessary to rebut any time during untrue or misleading statements by the Employee’s employment with Executive as to any member of the Protected Group or (iv) normal commercial puffery in a competitive business situation. (c) In the event of a material breach or threatened material breach of clauses (a) or (b) above, the Company or thereafterthe Executive, authorize as the case may be, in addition to its or the Executive's other remedies at law or in equity, shall be entitled to injunctive or other equitable relief in order to enforce or prevent any person to make, nor shall the Company condone the making of, any statement, publicly or privately, by its officers which would disparage the Employee; provided, however, that the Company shall not be in breach violations of this restriction if such statements consist solely of (i) private statements made to any officers, directors or employees of the Company or (ii) private statements made to persons other than clients or competitors of any of the Company (or their representatives) or members of the press or the financial community that do not have a material adverse effect upon the Employee; and provided, further, that nothing contained in this paragraph or in any other provision of this Agreement shall preclude any officer, director, employee, agent or other representative of any of the Company from making any statement in good faith which is required by any law, regulation or order of any court or regulatory commission, department or agencySection 9.9.

Nondisparagement. In the event of any termination of Executive’s employment, neither the Company nor Executive shall issue any press release or other public statement or make any statement (aand the Company shall further use its commercially reasonable efforts to prevent any director, officer, or employees of the Company and its subsidiaries (any of the foregoing, a “Company Affiliate”) The Employee shall notfrom issuing any press release or other public statement or making any statement), at directly or through any time during his employment with entity or intermediary, which is reasonably intended or reasonably likely to become public, that is derogatory or disparaging of, or damaging to, that alleges improper conduct by, or that is reasonably likely or intended to cause damage or embarrassment (any such statement, a “Prohibited Statement”) to Executive, the Company or thereafterany the Company Affiliate, make any public or private statement to the news media, to any Company competitor or client, or to any other individual or entity, if such statement would disparage any of the Company, any of their respective businesses or any director or officer of any of them or such businesses or would have a deleterious effect upon the interests of any of such businesses or the stockholders or other owners of any of themas applicable; provided, however, that each of Executive, the Employee Company and any the Company Affiliate, as applicable, shall be permitted to: (i) make any statement that is required by applicable securities laws or other laws to be included in a filing or disclosure document; (ii) defend itself or himself (as applicable) against any statement made by Executive, the Company or any the Company Affiliate, as applicable, that is a Prohibited Statement regarding Executive, the Company or any the Company Affiliate, as applicable, so long as the defending party (Executive, the Company or the Company Affiliate, as applicable), (x) reasonably believes that the statements made in such defense of a Prohibited Statement are not be false statements and (y) makes statements in breach of this restriction if such statements consist solely defense that are directly responsive to the Prohibited Statement; and (iii) provide truthful testimony in any legal proceeding; provided, further, in the case of (i) private statements made to any officersand (iii) above, directors each party hereto shall provide the other party hereto with reasonable advance notice of such statement or employees testimony. Also in the event of any termination of the Company by the Employee in the course of carrying out his duties pursuant to this Agreement orExecutive’s employment, to the extent applicable, his duties as a director or officer, or (ii) private statements made to persons other than clients or competitors of any of the Company (or their representatives) or members of the press or the financial community that do not have a material adverse effect upon any of the Company; and provided that nothing contained in this paragraph or in any other provision of this Agreement shall preclude the Employee from making any statement in good faith that is required by law, regulation or order of any court or regulatory commission, department or agency. (b) The Company shall not, at any time during the Employee’s employment with the Company or thereafter, authorize any person to make, nor shall the Company condone the making of, any statement, publicly or privately, by its officers which would disparage the Employee; provided, however, that the Company shall provide Executive and Executive’s counsel a reasonable period of time to review and comment on any press release to be issued by the Company in respect of such termination, and the Company is prohibited from issuing any such press release unless and until Executive approves the press release, which approval shall not be in breach of this restriction if such statements consist solely of (i) private statements made to any officers, directors or employees of the Company or (ii) private statements made to persons other than clients or competitors of any of the Company (or their representatives) or members of the press or the financial community that do not have a material adverse effect upon the Employee; and provided, further, that nothing contained in this paragraph or in any other provision of this Agreement shall preclude any officer, director, employee, agent or other representative of any of the Company from making any statement in good faith which is required by any law, regulation or order of any court or regulatory commission, department or agencyunreasonably withheld.

Nondisparagement. (ai) The Employee Executive and the Company mutually agree that, for the duration of this Agreement and at any time thereafter, in any communication with the press or other media or any customer or client of or supplier to the Company or any of its affiliates, or any customer or client of or supplier to Executive or of any business with which Executive then is affiliated, Executive shall not, at and the Company shall not, and shall use commercially reasonable efforts to cause each of its officers and directors not to, criticize, ridicule, disparage, defame, slander or make any time during his employment with statement which reasonably could be concluded to be disparaging or derogatory towards the other, including, in the case of the Company or thereafter, make any public or private statement to the news media, to any Company competitor or client, or to any other individual or entity, if such statement would disparage any of the Companyits affiliates including Home Holdings, any of their respective businesses officers or directors, and including, in Executive’s case, any business with which he then is affiliated and any affiliate, officer or director or officer of any of them or such businesses or would have a deleterious effect upon the interests of any of such businesses business or its affiliates. Notwithstanding the stockholders or other owners foregoing, nothing in this Section 8(f) shall prevent (and none of any of them; provided, however, that the Employee following shall not be in deemed a breach of this restriction if Section 8(f)(i)) any person from (x) responding publicly to incorrect, disparaging or derogatory public statements to the extent reasonably necessary to correct or refute such statements consist solely of public statement or (y) making any truthful statement to the extent (i) private statements made necessary with respect to any officerslitigation, directors arbitration or employees mediation involving this Agreement, including, but not limited to, the enforcement of any of the Company by the Employee in the course of carrying out his duties pursuant to this Agreement orAgreement, to the extent applicable, his duties as a director or officer, or (ii) private statements made required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with apparent jurisdiction over such person or (iii) permitted pursuant to persons other than clients or competitors of any of Section 8(f)(ii). (ii) Notwithstanding anything in this Agreement to the Company (or their representatives) or members of the press or the financial community that do not have a material adverse effect upon any of contrary, Executive, the Company; , Home Holdings and provided Holdings may (i) make any disclosures that nothing contained in this paragraph or in any other provision of this Agreement shall preclude the Employee from making any statement they believe in good faith that is are required by or advisable under applicable law, regulation rule or order of any court or regulatory commissionregulation, department or agency. including under applicable securities laws (b) The Company shall not, at any time during the Employee’s employment whether in connection with the Company or thereafter, authorize any person to make, nor shall the Company condone the making ofan IPO, any statementother securities offering, publicly ongoing disclosure obligations or privately, by its officers which would disparage the Employeeotherwise); provided, however, that the Company shall not be in breach of this restriction if such statements consist solely of (i) private statements made to any officers, directors or employees of the Company or and (ii) private statements made to persons consider the views and advice of third parties including auditors, underwriters and other than clients or competitors parties with an interest in the scope of any of disclosures to be made by Executive, the Company (Company, Home Holdings or their representatives) Holdings and make such disclosures as Executive, the Company, Home Holdings or members of the press Holdings determines are necessary or the financial community that do not have a material adverse effect upon the Employee; and provided, further, that nothing contained advisable in this paragraph or in any other provision of this Agreement shall preclude any officer, director, employee, agent or other representative of any of the Company from making any statement in good faith which is required by any law, regulation or order of any court or regulatory commission, department or agencyrespect thereof.

Nondisparagement. (a) The Employee Executive shall not, at any time during his employment with whether in writing or orally, directly or indirectly, criticize, denigrate or disparage Ripplewood, the Company Company, its subsidiaries or thereafter, make any public Affiliates or private statement to the news media, to any Company competitor or clienttheir respective predecessors and successors, or to any other individual or entity, if such statement would disparage any of the Companycurrent or former directors, officers, employees, or, in their capacity as such, any of the current or former shareholders, partners, members, agents or representatives of any of the foregoing, with respect to any of their respective businesses past or any director present activities, or officer of any of them otherwise publish (whether in writing or such businesses or would have a deleterious effect upon the interests of any of such businesses or the stockholders or other owners of any of them; provided, however, orally) statements that the Employee shall not be in breach of this restriction if such statements consist solely of (i) private statements made tend to any officers, directors or employees of portray any of the Company aforementioned parties in an unfavorable light; provided that the foregoing shall only apply with respect to persons that Executive knows or reasonably should know are covered thereby and shall not apply to statements made by Executive in the reasonable good faith performance of her duties while employed by the Employee Company; provided further than nothing herein shall create any right or cause of action with respect to any third party. ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, the managing director in charge of Ripplewood’s investment in the course of carrying out Company, the Company’s directors, its chief executive officer and his duties pursuant or her direct reports shall not, and the Company shall take all reasonable measures to this Agreement orensure that the directors, to the extent applicable, his duties as a director or officer, or (ii) private statements made to persons other than clients or competitors of any officers and employees of the Company and its subsidiaries and Affiliates shall not, whether in writing or orally, directly or indirectly, criticize, denigrate or disparage Executive with respect to her respective past or present activities, or otherwise publish (whether in writing or orally) statements that tend to portray her in an unfavorable light; provided that the foregoing shall not apply to statements made by the foregoing persons in the reasonable good faith performance of their representatives) or members of duties while rendering services with respect to the press or Company while Executive is in the financial community that do not have a material adverse effect upon any employ of the Company; and provided that nothing contained in this paragraph or in any other provision . The foregoing provisions of this Agreement Section 12 shall preclude cease to apply 2 years after the Employee from making any statement in good faith that is required by law, regulation or order end of any court or regulatory commission, department or agency. (b) The Company shall not, at any time during the EmployeeExecutive’s employment with the Company or thereafter, authorize any person to make, nor shall the Company condone the making of, any statement, publicly or privately, by its officers which would disparage the Employee; provided, however, that the Company and shall not be in breach of this restriction if such apply to truthful testimony, normal competitive-type statements, statements consist solely of (i) private not made with an intent to damage the other party or statements made to any officers, directors or employees in rebuttal of the Company or (ii) private statements made to persons by the other than clients or competitors of any of the Company (or their representatives) or members of the press or the financial community that do not have a material adverse effect upon the Employee; and provided, further, that nothing contained in this paragraph or in any other provision of this Agreement shall preclude any officer, director, employee, agent or other representative of any of the Company from making any statement in good faith which is required by any law, regulation or order of any court or regulatory commission, department or agencyparty.

Nondisparagement. (a) The Employee shall not, at any time during his employment with the Company or thereafter, make any public or private statement to the news media, to any Company competitor or client, or to any other individual or entity, if such statement would disparage any of the Company, any of their respective businesses or any director or officer of any of them or such businesses or would have a deleterious effect upon the interests of any of such businesses or the stockholders or other owners of any of them; provided, however, that the Employee shall not be in breach of this restriction if such statements consist solely of (i) private statements made to any officers, directors or employees of any of the Company by the Employee in the course of carrying out his duties pursuant to this Agreement or, to the extent applicable, his duties Except as a director or officer, or (ii) private statements made to persons other than clients or competitors of any of the Company (or their representatives) or members of the press or the financial community that do not have a material adverse effect upon any of the Company; and provided that nothing contained in this paragraph or in any other provision of this Agreement shall preclude the Employee from making any statement in good faith that is required by law, regulation Employee agrees he will refrain from making any representation, statement, comment or order any other form of communication (“Representation”), whether written or oral, to any court person or regulatory commissionentity, department which Representation reflects any opinion, judgment, observation or agency. representation of fact, which disparages, denigrates, criticizes or otherwise reflects negatively on Employer, its officers and directors, and/or its products or services. Employee further agrees that, except to the extent required by law or subpoena, he will refrain from making any disparaging or derogatory Representation pertaining to or relating to: (bA) The Company shall notEmployer, at any time Employer Releasees and/or Employer and/or Employer Releasees’ business, products, services, officers, directors, agents, attorneys, employees (except in the case of agents or attorneys, this provision is limited to persons with whom Employee substantively interacted during the course of his employment); or (B) Employee’s employment with Employer, or the Company ending of that employment with Employer, except that he may disclose such facts to his spouse, as well as to his attorneys, accountants, insurers, spouse, or thereafterlicensed physician or other professional advisors to whom the disclosure is necessary to effect the purpose for which the professional has been consulted, authorize provided that the professional agrees to be bound by this confidentiality provision. (ii) Employer covenants and agrees that it will take all steps reasonably necessary to ensure that its senior officers and directors do not disparage Employee, to the same extent that Employee is restricted as to Employer, and shall notify all such persons in writing of this restriction and take such future actions as are reasonably necessary to ensure future compliance. Furthermore, if Employer obtains actual notice that any person of its employees or agents has engaged in or intends to makeengage in disparagement of Employee, nor Employer shall take reasonable steps to cause said employee or agent to refrain from such conduct. (iii) Any breach of this Section shall be a material breach of this Agreement. (iv) Notwithstanding the Company condone the making offoregoing, any statementpublic statement or press release by Employer in respect of Employee’s departure from Employer or this Agreement, publicly or privatelyshall be subject to the reasonable approval of Employee, by its officers which would disparage the Employee; provided, however, that the Company approval shall not be in breach of this restriction if such statements consist solely of (i) private statements made to any officersunreasonably withheld, directors delayed or employees of the Company or (ii) private statements made to persons other than clients or competitors of any of the Company (or their representatives) or members of the press or the financial community that do not have a material adverse effect upon the Employee; and provided, further, that nothing contained in this paragraph or in any other provision of this Agreement shall preclude any officer, director, employee, agent or other representative of any of the Company from making any statement in good faith which is required by any law, regulation or order of any court or regulatory commission, department or agencyconditioned.

Nondisparagement. (a) The Employee shall not, at any time during his employment with During the Company or Employment Term and thereafter, make any public the Executive shall not with willful intent to damage economically or private statement as to the news media, to any Company competitor reputation or client, or to any other individual or entity, if such statement would vindictively disparage any of the Company, any of its subsidiaries or their past or present respective businesses or any director or officer of any of them or such businesses or would have a deleterious effect upon the interests of any of such businesses or the stockholders or other owners of any of them; provided, however, that the Employee shall not be in breach of this restriction if such statements consist solely of (i) private statements made to any officers, directors or employees of any (the "Protected Group"), provided that the foregoing shall not apply to (i) actions or statements taken or made by the Executive while employed by the Company in good faith as fulfilling the Executive's duties with the Company or otherwise at the request of the Company by the Employee in the course of carrying out his duties pursuant to this Agreement orCompany, to the extent applicable, his duties as a director or officer, or (ii) private statements the Executive believes to be truthful that are made in compliance with legal process or governmental inquiry, (iii) as the Executive in good fait▇ ▇▇▇▇▇ ▇▇▇essary to rebut any untrue or misleading public statements made to persons about him or any other than clients or competitors of any member of the Company Protected Group, (or their representativesiv) or members of the press or the financial community that do not have a material adverse effect upon any of the Company; and provided that nothing contained in this paragraph or in any other provision of this Agreement shall preclude the Employee from making any statement statements made in good faith that is required by lawthe Executive to rebut untrue or misleading statements made about him or any other member of the Protected Group by any member of the Protected Group, regulation or order and (v) normal commercial puffery in a competitive business situation. No member of any court or regulatory commission, department or agencythe Protected Group shall be a third party beneficiary of this Section 9.9(a). (b) The During the Employment Term and thereafter, neither the Company officially nor any then member of the Executive Leadership Team (or the equivalent) of the Company, as such term is currently used within the Company, shall notwith willful intent to damage the Executive economically or as to reputation or otherwise vindictively disparage the Executive, at provided the foregoing shall not apply to (i) actions or statements taken or made in good faith within the Company in fulfilling duties with the Company, (ii) truthful statements made in compliance with legal process, governmental inquiry or as required by legal filing or disclosure requirements, (iii) as in good faith deemed necessary to rebut any time during untrue or misleading statements by the Employee’s employment with Executive as to any member of the Protected Group, or (iv) normal commercial puffery in a competitive business situation. (c) In the event of a material breach or threatened material breach of clauses (a) or (b) above, the Company or thereafterthe Executive, authorize as the case may be, in addition to its or the Executive's other remedies at law or in equity, shall be entitled to injunctive or other equitable relief in order to enforce or prevent any person to make, nor shall the Company condone the making of, any statement, publicly or privately, by its officers which would disparage the Employee; provided, however, that the Company shall not be in breach violations of this restriction if such statements consist solely of (i) private statements made to any officers, directors or employees of the Company or (ii) private statements made to persons other than clients or competitors of any of the Company (or their representatives) or members of the press or the financial community that do not have a material adverse effect upon the Employee; and provided, further, that nothing contained in this paragraph or in any other provision of this Agreement shall preclude any officer, director, employee, agent or other representative of any of the Company from making any statement in good faith which is required by any law, regulation or order of any court or regulatory commission, department or agencySection 9.9.

Nondisparagement. Employee will not disparage the CyrusOne Group or any Covered Individual (as defined below) in any way which could adversely affect the goodwill, reputation, and business relationships of the CyrusOne Group with the public generally, or with any of its customers, suppliers, or employees, and Employer and the current members of the Board and the current senior executive officers of CyrusOne (the “Covered Individuals”) will not make (a) The public statements in their respective official capacities that disparage Employee shall not, at in any time during his employment way which could adversely affect the reputation and business relationships of Employee with the Company public generally, or thereafter, make with any of his future employers or (b) public or private statement nonpublic statements in their respective official capacities regarding Employee’s departure materially inconsistent with, or with material additional details not contained in, the Current Report on Form 8-K announcing Employee’s departure with the Company. This Section 5 and any other non-disparagement covenant entered into by Employee and any member of the CyrusOne Group will not be violated by (i) truthful statements made in response to disparaging statements made by the other party about, as applicable, Employee, the CyrusOne Group or the applicable Covered Individual; (ii) truthful statements required to be made by law or legal process; (iii) truthful statements made in any dispute involving Employee and any member of the CyrusOne Group or the applicable Covered Individual, where such statements are relevant to such dispute; or (iv) non-public statements made in the ordinary course of performing services to the news mediaCyrusOne Group that Employee or the applicable Covered Individual, as applicable, reasonably believes to any Company competitor or client, or to any other individual or entity, if such statement would disparage any be in the best interests of the Company, any of their respective businesses or any director or officer of any of them or such businesses or would have a deleterious effect upon the interests of any of such businesses or the stockholders or other owners of any of themCyrusOne Group; provided, howeverthat no Covered Individual will make any non-public statement pursuant to clause (iv) without determining that such disclosure is in the best interests of CyrusOne Group, that after taking into account all relevant facts, including the Employee shall not be in breach advice of this restriction legal counsel and after consultation with the CEO, (or, if such statements consist solely of (i) private statements made to any officers, directors the Covered Individual is the Chief Executive Officer or employees of any a member of the Company Board, after a determination made by the Employee in Board) that such disclosure is otherwise compliant with this Section 5, and shall take reasonable steps to maintain the course confidential nature of carrying out his duties pursuant to this Agreement or, to the extent applicable, his duties as a director or officer, or (ii) private statements made to persons other than clients or competitors of any of the Company (or their representatives) or members of the press or the financial community that do not have a material adverse effect upon any of the Company; and provided that nothing contained in this paragraph or in any other provision of this Agreement shall preclude the Employee from making any statement in good faith that is required by law, regulation or order of any court or regulatory commission, department or agencysuch statements. (b) The Company shall not, at any time during the Employee’s employment with the Company or thereafter, authorize any person to make, nor shall the Company condone the making of, any statement, publicly or privately, by its officers which would disparage the Employee; provided, however, that the Company shall not be in breach of this restriction if such statements consist solely of (i) private statements made to any officers, directors or employees of the Company or (ii) private statements made to persons other than clients or competitors of any of the Company (or their representatives) or members of the press or the financial community that do not have a material adverse effect upon the Employee; and provided, further, that nothing contained in this paragraph or in any other provision of this Agreement shall preclude any officer, director, employee, agent or other representative of any of the Company from making any statement in good faith which is required by any law, regulation or order of any court or regulatory commission, department or agency.

Nondisparagement. (a) The Employee shall not, at any time during his employment with During the Company or Employment Term and thereafter, make any public the Executive shall not with willful intent to damage economically or private statement as to the news media, to any Company competitor reputation or client, or to any other individual or entity, if such statement would vindictively disparage any of the Company, any of its subsidiaries or their respective businesses past or any director or officer of any of them or such businesses or would have a deleterious effect upon the interests of any of such businesses or the stockholders or other owners of any of them; provided, however, that the Employee shall not be in breach of this restriction if such statements consist solely of (i) private statements made to any present officers, directors or employees of any (the “Protected Group”), provided that the foregoing shall not apply to (i) actions or statements taken or made by the Executive while employed by the Company in good faith as fulfilling the Executive’s duties with the Company or otherwise at the request of the Company by the Employee in the course of carrying out his duties pursuant to this Agreement orCompany, to the extent applicable, his duties as a director or officer, or (ii) private truthful statements made in compliance with legal process or governmental inquiry, (iii) as the Executive in good ▇▇▇▇▇ ▇▇▇▇▇ necessary to persons rebut any untrue or misleading public statements made about him or any other than clients or competitors of any member of the Company Protected Group, (or their representativesiv) or members of the press or the financial community that do not have a material adverse effect upon any of the Company; and provided that nothing contained in this paragraph or in any other provision of this Agreement shall preclude the Employee from making any statement statements made in good faith that is required by lawthe Executive to rebut untrue or misleading statements made about him or any other member of the Protected Group by any member of the Protected Group, regulation or order and (v) normal commercial puffery in a competitive business situation. No member of any court or regulatory commission, department or agencythe Protected Group shall be a third party beneficiary of this Section 9.9(a). (b) The During the Employment Term and thereafter, neither the Company officially nor any then member of the Executive Leadership Team (or the equivalent) of the Company, as such term is currently used within the Company, shall notwith willful intent to damage the Executive economically or as to reputation or otherwise vindictively disparage the Executive, at provided the foregoing shall not apply to (i) actions or statements taken or made in good faith within the Company in fulfilling duties with the Company, (ii) truthful statements made in compliance with legal process, governmental inquiry or as required by legal filing or disclosure requirements, (iii) as in good faith deemed necessary to rebut any time during untrue or misleading statements by the Employee’s employment with Executive as to any member of the Protected Group, or (iv) normal commercial puffery in a competitive business situation. (c) In the event of a material breach or threatened material breach of clauses (a) or (b) above, the Company or thereafterthe Executive, authorize as the case may be, in addition to its or the Executive’s other remedies at law or in equity, shall be entitled to injunctive or other equitable relief in order to enforce or prevent any person to make, nor shall the Company condone the making of, any statement, publicly or privately, by its officers which would disparage the Employee; provided, however, that the Company shall not be in breach violations of this restriction if such statements consist solely of (i) private statements made to any officers, directors or employees of the Company or (ii) private statements made to persons other than clients or competitors of any of the Company (or their representatives) or members of the press or the financial community that do not have a material adverse effect upon the Employee; and provided, further, that nothing contained in this paragraph or in any other provision of this Agreement shall preclude any officer, director, employee, agent or other representative of any of the Company from making any statement in good faith which is required by any law, regulation or order of any court or regulatory commission, department or agencySection 9.9.

Nondisparagement. (a) The Employee shall not, at any time during his employment with During the Company or Employment Term and thereafter, make any public the Executive shall not with willful intent to damage economically or private statement as to the news media, to any Company competitor reputation or client, or to any other individual or entity, if such statement would vindictively disparage any of the Company, any of its subsidiaries or their past or present respective businesses or any director or officer of any of them or such businesses or would have a deleterious effect upon the interests of any of such businesses or the stockholders or other owners of any of them; provided, however, that the Employee shall not be in breach of this restriction if such statements consist solely of (i) private statements made to any officers, directors or employees of any (the "Protected Group"), provided that the foregoing shall not apply to (i) actions or statements taken or made by the Executive while employed by the Company in good faith as fulfilling the Executive's duties with the Company or otherwise at the request of the Company by the Employee in the course of carrying out his duties pursuant to this Agreement orCompany, to the extent applicable, his duties as a director or officer, or (ii) private statements the Executive believes to be truthful that are made in compliance with legal process or governmental inquiry, (iii) as the Executive in good ▇▇▇▇▇ ▇▇▇▇▇ necessary to rebut any untrue or misleading public statements made to persons about him or any other than clients or competitors of any member of the Company Protected Group, (or their representativesiv) or members of the press or the financial community that do not have a material adverse effect upon any of the Company; and provided that nothing contained in this paragraph or in any other provision of this Agreement shall preclude the Employee from making any statement statements made in good faith that is required by lawthe Executive to rebut untrue or misleading statements made about him or any other member of the Protected Group by any member of the Protected Group, regulation or order and (v) normal commercial puffery in a competitive business situation. No member of any court or regulatory commission, department or agencythe Protected Group shall be a third party beneficiary of this Section 9.9(a). (b) The During the Employment Term and thereafter, neither the Company officially nor any then member of the Executive Leadership Team (or the equivalent) of the Company, as such term is currently used within the Company, shall notwith willful intent to damage the Executive economically or as to reputation or otherwise vindictively disparage the Executive, at provided the foregoing shall not apply to (i) actions or statements taken or made in good faith within the Company in fulfilling duties with the Company, (ii) truthful statements made in compliance with legal process, governmental inquiry or as required by legal filing or disclosure requirements, (iii) as in good faith deemed necessary to rebut any time during untrue or misleading statements by the Employee’s employment with Executive as to any member of the Protected Group, or (iv) normal commercial puffery in a competitive business situation. (c) In the event of a material breach or threatened material breach of clauses (a) or (b) above, the Company or thereafterthe Executive, authorize as the case may be, in addition to its or the Executive's other remedies at law or in equity, shall be entitled to injunctive or other equitable relief in order to enforce or prevent any person to make, nor shall the Company condone the making of, any statement, publicly or privately, by its officers which would disparage the Employee; provided, however, that the Company shall not be in breach violations of this restriction if such statements consist solely of (i) private statements made to any officers, directors or employees of the Company or (ii) private statements made to persons other than clients or competitors of any of the Company (or their representatives) or members of the press or the financial community that do not have a material adverse effect upon the Employee; and provided, further, that nothing contained in this paragraph or in any other provision of this Agreement shall preclude any officer, director, employee, agent or other representative of any of the Company from making any statement in good faith which is required by any law, regulation or order of any court or regulatory commission, department or agencySection 9.9.

Nondisparagement. (a) The Employee shall not, at any time during his employment with During the Company or Employment Term and thereafter, make any public the Executive shall not with willful intent to damage economically or private statement as to the news media, to any Company competitor reputation or client, or to any other individual or entity, if such statement would vindictively disparage any of the Company, any of its subsidiaries or their respective businesses past or any director or officer of any of them or such businesses or would have a deleterious effect upon the interests of any of such businesses or the stockholders or other owners of any of them; provided, however, that the Employee shall not be in breach of this restriction if such statements consist solely of (i) private statements made to any present officers, directors or employees of any (the "Protected Group"), provided that the foregoing shall not apply to (i) actions or statements taken or made by the Executive while employed by the Company in good faith as fulfilling the Executive's duties with the Company or otherwise at the request of the Company by the Employee in the course of carrying out his duties pursuant to this Agreement orCompany, to the extent applicable, his duties as a director or officer, or (ii) private truthful statements made in compliance with legal process or governmental inquiry, (iii) as the Executive in good ▇▇▇▇▇ ▇▇▇▇▇ necessary to persons rebut any untrue or misleading public statements made about him or any other than clients or competitors of any member of the Company Protected Group, (or their representativesiv) or members of the press or the financial community that do not have a material adverse effect upon any of the Company; and provided that nothing contained in this paragraph or in any other provision of this Agreement shall preclude the Employee from making any statement statements made in good faith that is required by lawthe Executive to rebut untrue or misleading statements made about him or any other member of the Protected Group by any member of the Protected Group, regulation or order and (v) normal commercial puffery in a competitive business situation. No member of any court or regulatory commission, department or agencythe Protected Group shall be a third party beneficiary of this Section 9.9(a). (b) The During the Employment Term and thereafter, neither the Company officially nor any then member of the Management Committee or Transition Leadership Team (or the equivalent of either) of the Company, as such term is currently used within the Company, shall notwith willful intent to damage the Executive economically or as to reputation or otherwise vindictively disparage the Executive, at provided the foregoing shall not apply to (i) actions or statements taken or made in good faith within the Company in fulfilling duties with the Company, (ii) truthful statements made in compliance with legal process, governmental inquiry or as required by legal filing or disclosure requirements, (iii) as in good faith deemed necessary to rebut any time during untrue or misleading statements by the Employee’s employment with Executive as to any member of the Protected Group, or (iv) normal commercial puffery in a competitive business situation. (c) In the event of a material breach or threatened material breach of clauses (a) or (b) above, the Company or thereafterthe Executive, authorize as the case may be, in addition to its or the Executive's other remedies at law or in equity, shall be entitled to injunctive or other equitable relief in order to enforce or prevent any person to make, nor shall the Company condone the making of, any statement, publicly or privately, by its officers which would disparage the Employee; provided, however, that the Company shall not be in breach violations of this restriction if such statements consist solely of (i) private statements made to any officers, directors or employees of the Company or (ii) private statements made to persons other than clients or competitors of any of the Company (or their representatives) or members of the press or the financial community that do not have a material adverse effect upon the Employee; and provided, further, that nothing contained in this paragraph or in any other provision of this Agreement shall preclude any officer, director, employee, agent or other representative of any of the Company from making any statement in good faith which is required by any law, regulation or order of any court or regulatory commission, department or agencySection 9.9.

Nondisparagement. (a) The Employee shall not, at any time during his employment During the Employment Term (solely with regard to directors of the Company or Exchange) and thereafter, make any public the Executive shall not with willful intent to damage economically or private statement as to reputation or vindictively disparage the news mediaExchange, to any Company competitor its subsidiaries or client, or to any other individual or entity, if such statement would disparage any of the Company, any of their respective businesses past or any director or officer of any of them or such businesses or would have a deleterious effect upon the interests of any of such businesses or the stockholders or other owners of any of them; provided, however, that the Employee shall not be in breach of this restriction if such statements consist solely of (i) private statements made to any present officers, directors or employees of any (the “Protected Group”), provided that the foregoing shall not apply to (i) actions or statements taken or made by the Executive while employed by the Exchange in good faith as fulfilling the Executive’s duties with the Exchange or otherwise at the request of the Company by the Employee in the course of carrying out his duties pursuant to this Agreement orExchange, to the extent applicable, his duties as a director or officer, or (ii) private truthful statements made in compliance with legal process or governmental inquiry, (iii) as the Executive in good ▇▇▇▇▇ ▇▇▇▇▇ necessary to persons rebut any untrue or misleading public statements made about him or any other than clients or competitors of any member of the Company Protected Group, (or their representativesiv) or members of the press or the financial community that do not have a material adverse effect upon any of the Company; and provided that nothing contained in this paragraph or in any other provision of this Agreement shall preclude the Employee from making any statement statements made in good faith that is required by lawthe Executive to rebut untrue or misleading statements made about him or any other member of the Protected Group by any member of the Protected Group, regulation or order and (v) normal commercial puffery in a competitive business situation. No member of any court or regulatory commission, department or agencythe Protected Group shall be a third party beneficiary of this Section 8.9(a). (b) The Company shall not, at any time during During the Employee’s employment with the Company or Employment Term and thereafter, authorize any person to make, nor the Exchange by formal announcement or by statements of an officer thereof shall not with willful intent damage the Company condone the making reputation of, any statementor vindictively disparage, publicly or privatelythe Executive, by its officers which would disparage the Employee; provided, however, provided that the Company foregoing shall not be in breach of this restriction if such statements consist solely of apply to (i) private actions or statements taken or made to any officersby the Exchange in good faith, directors or employees of the Company or (ii) private truthful statements made in compliance with legal process or governmental inquiry, and (iii) as the Exchange in good ▇▇▇▇▇ ▇▇▇▇▇ necessary to persons other than clients rebut any untrue or competitors of any of misleading public statements made about the Company Exchange, and (or their representativesiv) or members of the press or the financial community that do not have a material adverse effect upon the Employee; and provided, further, that nothing contained in this paragraph or in any other provision of this Agreement shall preclude any officer, director, employee, agent or other representative of any of the Company from making any statement statements made in good faith which is required by the Exchange to rebut untrue or misleading statements made about the Exchange. (c) In the event of a material breach or threatened material breach of clause (a) above, the Exchange, in addition to its other remedies at law or in equity, shall be entitled to injunctive or other equitable relief in order to enforce or prevent any law, regulation or order violations of any court or regulatory commission, department or agencythis Section 8.9.

Nondisparagement. (ai) The Employee Executive and the Company mutually agree that, for the duration of this Agreement and at any time thereafter, in any communication with the press or other media or any customer or client of or supplier to the Company or any of its affiliates, or any customer or client of or supplier to the Executive or of any business with which Executive then is affiliated, the Executive shall not, at and the Company shall not, and shall use commercially reasonable efforts to cause each of its officers and directors not to, criticize, ridicule, disparage, defame, slander or make any time during his employment with statement which reasonably could be concluded to be disparaging or derogatory towards the other, including, in the case of the Company or thereafter, make any public or private statement to the news media, to any Company competitor or client, or to any other individual or entity, if such statement would disparage any of the Companyits affiliates including Home Holdings, any of their respective businesses officers or directors, and including, in Executive’s case, any business with which he then is affiliated and any affiliate, officer or director or officer of any of them or such businesses or would have a deleterious effect upon the interests of any of such businesses business or its affiliates. Notwithstanding the stockholders or other owners foregoing, nothing in this Section 8(g) shall prevent (and none of any of them; provided, however, that the Employee following shall not be in deemed a breach of this restriction if such Section 8(g)(i)) any person from (x) responding publicly to incorrect, disparaging or derogatory public statements consist solely of (i) private statements made to any officers, directors or employees of any of the Company by the Employee in the course of carrying out his duties pursuant to this Agreement or, to the extent applicablereasonably necessary to correct or refute such public statement or (y) making any truthful statement to the extent (1) necessary with respect to any litigation, his duties as a director arbitration or officermediation involving this Agreement, including, but not limited to, the enforcement of this Agreement, (2) required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with apparent jurisdiction over such person or (3) permitted pursuant to Section 8(g)(ii). (ii) private statements made Subject to persons other than clients or competitors the remainder of this paragraph, the Company will provide to the Executive in advance of any public disclosure, the text of any information that relates directly to the Company (or their representatives) or members of the press Executive or the financial community Executive’s likeness provided in connection with its public filings with the SEC and shall review and discuss any comments that do not the Executive may have a material adverse effect upon any of on such disclosures. Notwithstanding anything in this Agreement to the contrary, Executive, the Company; , Home Holdings and provided Holdings may (x) make any disclosures that nothing contained in this paragraph or in any other provision of this Agreement shall preclude the Employee from making any statement they believe in good faith that is are required by or advisable under applicable law, regulation rule or order regulation, including under applicable securities laws (whether in connection with an IPO, any other securities offering, ongoing disclosure obligations or otherwise); and (y) consider the views and advice of third parties including auditors, underwriters and other parties with an interest in the scope of any court disclosures to be made by the Executive, the Company, Home Holdings or regulatory commissionHoldings and make such disclosures as the Executive, department the Company, Home Holdings or agencyHoldings determines are necessary or advisable in respect thereof. (b) The Company shall not, at any time during the Employee’s employment with the Company or thereafter, authorize any person to make, nor shall the Company condone the making of, any statement, publicly or privately, by its officers which would disparage the Employee; provided, however, that the Company shall not be in breach of this restriction if such statements consist solely of (i) private statements made to any officers, directors or employees of the Company or (ii) private statements made to persons other than clients or competitors of any of the Company (or their representatives) or members of the press or the financial community that do not have a material adverse effect upon the Employee; and provided, further, that nothing contained in this paragraph or in any other provision of this Agreement shall preclude any officer, director, employee, agent or other representative of any of the Company from making any statement in good faith which is required by any law, regulation or order of any court or regulatory commission, department or agency.

Nondisparagement. (a) The Employee shall not, at any time during his During the Executive’s employment with the Company or and thereafter, make the Executive agrees not to make, publish or communicate at any public or private statement to the news media, time to any Company competitor or client, or to any other individual person or entity, if such statement would disparage any including, but not limited to, customers, clients and investors of the Company, its Affiliates, or any entity affiliated with ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ or any of his family members, any Disparaging (defined below) remarks, comments or statements concerning the Company, its Affiliates, any entity affiliated with ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ or any of his family members, or any of their respective businesses or any director or officer of any of them or such businesses or would have a deleterious effect upon the interests of any of such businesses or the stockholders or other owners of any of them; providedpresent and former members, howeverpartners, that the Employee shall not be in breach of this restriction if such statements consist solely of (i) private statements made to any directors, officers, directors employees or employees of any of the Company by the Employee in the course of carrying out his duties pursuant to this Agreement or, to the extent applicable, his duties as a director or officer, or (ii) private statements made to persons other than clients or competitors of any of the Company (or their representatives) or members of the press or the financial community that do not have a material adverse effect upon any of the Company; and provided that nothing contained in this paragraph or in any other provision of this Agreement shall preclude the Employee from making any statement in good faith that is required by law, regulation or order of any court or regulatory commission, department or agencyagents. (b) The In the event (i) the Executive’s employment terminates for any reason, and (ii) Executive provides the Company with an irrevocable waiver and general release in favor of the Released Parties in the form provided by the Company (which will be similar in form to the general release contained in the December 2011 Severance Agreement between Executive and Harbinger Capital Partners, LLC) that has become effective and irrevocable in accordance with its terms, the Company agrees that the CEO, President, and Board shall notnot make, publish, or communicate at any time during the Employee’s employment with the Company or thereafter, authorize to any person to makeor entity any Disparaging (defined below) remarks, nor comments or statements concerning Executive, except nothing herein shall the Company condone the making of, any statement, publicly or privately, by its officers which would disparage the Employee; provided, however, that the Company shall not be in breach of this restriction if such statements consist solely of (i) private statements made to any officers, directors or employees of the Company or (ii) private statements made to persons other than clients or competitors of any of the Company (or their representatives) or members of the press or the financial community that do not have a material adverse effect upon the Employee; and provided, further, that nothing contained in this paragraph or in any other provision of this Agreement shall preclude any officer, director, employee, agent or other representative of any of prevent the Company from making truthful statements regarding the Executive’s termination as required or, in the discretion of the Board, deemed advisable to be made in the Company’s public filings. (c) For the purposes of this Section 11, “Disparaging” remarks, comments or statements are those that impugn the character, honesty, integrity, morality, business acumen or abilities of the individual or entity being disparaged. (d) Notwithstanding the foregoing, this Section 11 does not apply to (i) any statement truthful testimony, pleading, or sworn statements in good faith which is required by any law, regulation legal proceeding; (ii) attorney-client communications; or order of (iii) any court communications with a government or regulatory commissionagency, department and further, it shall not be construed to prevent Executive from filing a charge with the Equal Employment Opportunity Commission or a comparable state or local agency.

Nondisparagement. (a) The Employee shall notexpressly acknowledges, at any time during his employment with the Company or thereafter, agrees and covenants that he will not make any public or private statements, comments or communications in any form, (oral, written or electronic), which could, in any way, constitute libel, slander or false statement to the news media, to any Company competitor or client, or to any other individual or entity, if such statement would disparage regarding any of the Company, any Company or Company Parties which has the purpose or effect of their respective businesses harming the business reputation or any director or officer goodwill of any of them or such businesses or would have a deleterious effect upon the interests of any of such businesses Company or the stockholders or other owners of any of themCompany Parties; provided, however, that the Employee terms of this Section 13(a) shall not be in breach apply to communications between Employee and his spouse, clergy or attorneys, which are subject to a claim of this restriction if such statements consist solely privilege existing under common law, statute or rule of (i) private procedure, nor shall it apply to truthful statements made in response to any officersa court order, directors subpoena, or employees of any of the Company by the Employee in judicial process or during the course of carrying out his duties pursuant to this Agreement or, to the extent any investigation by any law enforcement authority. Where applicable, his duties as a director this covenant applies to any public or officerprivate statements, comments or communications in any form (ii) private statements made to persons other than clients oral, written or competitors of any of electronic), about the Company (or their representatives) or members of the press or the financial community Company Parties’ officers, directors, employees or business or personnel practices. Employee further agrees that do he will not have a material adverse effect upon any of the Company; and provided that nothing contained in this paragraph or in any other provision of this Agreement shall preclude the Employee from making way solicit any statement in good faith that is required by lawsuch statements, regulation comments or order of any court or regulatory commission, department or agencycommunications. (b) The Company shall notexpressly acknowledges, at any time during the Employee’s employment with agrees and covenants that neither it nor the Company Parties will make any public or thereafterprivate statements, authorize comments or communications in any person to makeform (oral, nor shall written or electronic), which could, in any way, constitute libel, slander or false statement regarding Employee which has the Company condone purpose or effect of harming the making of, any statement, publicly business reputation or privately, by its officers which would disparage the good will of Employee; provided, however, that the Company terms of this Section 13(b) shall not be in breach apply to communications between Company and Company Parties and their attorneys, which are subject to a claim of this restriction if such statements consist solely privilege existing under statute or rule of (i) private procedure, nor shall it apply to truthful statements made in response to a court order, subpoena, or judicial process or during the course of any investigation by any law enforcement authority. Where applicable, this covenant applies to any officerspublic or private statements, directors comments or employees of communications in any form (oral, written or electronic), about Employee. Company further agrees that neither it nor the Company or (ii) private statements made to persons other than clients or competitors of any of the Company (or their representatives) or members of the press or the financial community that do not have a material adverse effect upon the Employee; and provided, further, that nothing contained in this paragraph or Parties will in any other provision of this Agreement shall preclude way solicit any officersuch statements, director, employee, agent comments or other representative of any of the Company from making any statement in good faith which is required by any law, regulation or order of any court or regulatory commission, department or agencycommunications.

Nondisparagement. (a) The Employee shall not, at any time during his During Executive’s employment with the Company or and thereafter, make Executive agrees not to make, publish or communicate at any public or private statement to the news media, time to any Company competitor or client, or to any other individual person or entity, if such statement would disparage any including, but not limited to, customers, clients and investors of the Company, its Affiliates and their respective present or former members, partners, directors, employees or agents, and the family members thereof, any Disparaging (defined below) remarks, comments or statements concerning the Company its Affiliates, any entity affiliated with ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ or any of his family members, or any of their respective businesses or any director or officer of any of them or such businesses or would have a deleterious effect upon the interests of any of such businesses or the stockholders or other owners of any of them; providedpresent and former members, howeverpartners, that the Employee shall not be in breach of this restriction if such statements consist solely of (i) private statements made to any directors, officers, directors employees or employees of any of the Company by the Employee in the course of carrying out his duties pursuant to this Agreement or, to the extent applicable, his duties as a director or officer, or (ii) private statements made to persons other than clients or competitors of any of the Company (or their representatives) or members of the press or the financial community that do not have a material adverse effect upon any of the Company; and provided that nothing contained in this paragraph or in any other provision of this Agreement shall preclude the Employee from making any statement in good faith that is required by law, regulation or order of any court or regulatory commission, department or agencyagents. (b) The In the event (1) Executive’s employment terminates for any reason; and (ii) Executive provides the Company with an irrevocable waiver and general release in favor of the Released Parties in the Company’s customary form that has become effective and irrevocable in accordance with its terms, the Company agrees that the Board shall notnot make, publish, or communicate at any time during the Employee’s employment with the Company or thereafter, authorize to any person to makeor entity any Disparaging (defined below) remarks, nor comments or statements concerning Executive, except nothing herein shall the Company condone the making of, any statement, publicly or privately, by its officers which would disparage the Employee; provided, however, that the Company shall not be in breach of this restriction if such statements consist solely of (i) private statements made to any officers, directors or employees of the Company or (ii) private statements made to persons other than clients or competitors of any of the Company (or their representatives) or members of the press or the financial community that do not have a material adverse effect upon the Employee; and provided, further, that nothing contained in this paragraph or in any other provision of this Agreement shall preclude any officer, director, employee, agent or other representative of any of prevent the Company from making truthful statements regarding Executive’s termination as required or, in the discretion of the Board, deemed advisable to be made in the Company’s or any statement Affiliate’s public filings. (c) For the purposes of this Section 10, “Disparaging” remarks, comments or statements are those that impugn the character, honesty, integrity, morality, business acumen or abilities of the individual or entity being disparaged. (d) Notwithstanding the foregoing, this Section 10 does not apply to (i) any truthful testimony, pleading, or sworn statements in good faith which is required by any law, regulation legal proceeding; (ii) attorney-client communications; or order of (iii) any court communications with a government or regulatory commissionagency, department and further, it shall not be construed to prevent Executive from filing a charge with the Equal Employment Opportunity Commission or a comparable state or local agency.

Nondisparagement. (a) The Employee shall not, at any time during his During Executive’s employment with the Company or and thereafter, make Executive agrees not to make, publish or communicate at any public or private statement to the news media, time to any Company competitor or client, or to any other individual person or entity, if such statement would disparage any including, but not limited to, customers, clients and investors of the Company, its Affiliates and their respective present or former members, partners, directors, employees or agents, and the family members thereof, any Disparaging (defined below) remarks, comments or statements concerning the Company its Affiliates, or any of their respective businesses or any director or officer of any of them or such businesses or would have a deleterious effect upon the interests of any of such businesses or the stockholders or other owners of any of them; providedpresent and former members, howeverpartners, that the Employee shall not be in breach of this restriction if such statements consist solely of (i) private statements made to any directors, officers, directors employees or employees of any of the Company by the Employee in the course of carrying out his duties pursuant to this Agreement or, to the extent applicable, his duties as a director or officer, or (ii) private statements made to persons other than clients or competitors of any of the Company (or their representatives) or members of the press or the financial community that do not have a material adverse effect upon any of the Company; and provided that nothing contained in this paragraph or in any other provision of this Agreement shall preclude the Employee from making any statement in good faith that is required by law, regulation or order of any court or regulatory commission, department or agencyagents. (b) The In the event (i) Executive’s employment terminates for any reason; and (ii) Executive provides the Company with an irrevocable waiver and general release in favor of the Released Parties in the Company’s customary form that has become effective and irrevocable in accordance with its terms, the Company agrees that the members of the Board shall notnot make, publish, or communicate at any time during the Employee’s employment with the Company or thereafter, authorize to any person to makeor entity any Disparaging (defined below) remarks, nor comments or statements concerning Executive, except nothing herein shall the Company condone the making of, any statement, publicly or privately, by its officers which would disparage the Employee; provided, however, that the Company shall not be in breach of this restriction if such statements consist solely of (i) private statements made to any officers, directors or employees of the Company or (ii) private statements made to persons other than clients or competitors of any of the Company (or their representatives) or members of the press or the financial community that do not have a material adverse effect upon the Employee; and provided, further, that nothing contained in this paragraph or in any other provision of this Agreement shall preclude any officer, director, employee, agent or other representative of any of prevent the Company from making truthful statements regarding Executive’s termination as required or, in the discretion of the Board, deemed advisable to be made in the Company’s or any statement Affiliate’s public filings. (c) For the purposes of this Section 11, “Disparaging” remarks, comments or statements are those that impugn the character, honesty, integrity, morality, business acumen or abilities of the individual or entity being disparaged. (d) Notwithstanding the foregoing, this Section 11 does not apply to (i) any truthful testimony, pleading, or sworn statements in good faith which is required by any law, regulation legal proceeding; (ii) attorney-client communications; or order of (iii) any court communications with a government or regulatory commissionagency, department and further, it shall not be construed to prevent Executive from filing a charge with the Equal Employment Opportunity Commission or a comparable state or local agency.

Nondisparagement. (a) The Employee shall notagrees that he will not contact or communicate with anyone, at any time during his employment with the Company or thereafter, make any public or private statement to the news including media, to any Company competitor or client, or to any other individual or entity, if such statement would disparage any of the Company’s employees (former or current), any of their respective businesses vendors (former or any director current), competitors (former or officer of any of them current) or such businesses customers (former, current or would have a deleterious effect upon the interests of any of such businesses prospective) regarding his employment or the stockholders or other owners of any of them; providedCompany, however, that the Employee shall not be in breach of this restriction if such statements consist solely of (i) private statements made to any officers, directors or employees of any of the Company by the Employee in the course of carrying out his duties pursuant to this Agreement or, to the extent applicable, his duties as a director or officerAgreement, or (ii) private statements made to persons other than clients or competitors of any of the Company (or their representatives) or members of the press or the financial community that do not have a material adverse effect upon any of his separation from the Company; and provided that nothing contained in this paragraph or in any other provision of this Agreement shall preclude the . Furthermore, Employee from making any statement in good faith that is agrees that, except as required by law, regulation Employee will not do or order say anything that a reasonable person would expect at the time would have the effect of diminishing or constraining the goodwill and good reputation of the Released Parties (defined below). Employee will not disparage or seek to injure the reputation of the Released Parties. This obligation will include refraining from negative and/or untruthful statements about the Released Parties’ methods of doing business, the effectiveness of their business policies, and the quality of any of their services, products or personnel. This provision does not apply on occasions when Employee is subpoenaed or ordered by a court or regulatory commissionother governmental authority to testify or give evidence, department and must of course respond truthfully, or agency. (b) to conduct otherwise protected by law. The Company shall notagrees that it will not contact or communicate with anyone, at any time during the including media, vendors (former or current), competitors (former or current), or customers (former, current or prospective) regarding Employee’s employment with the Company Company, this Agreement, or thereafterEmployee’s separation from the Company. Furthermore, authorize any person to make, nor shall the Company condone agrees that, except as required by law, the making of, any statement, publicly Company will not do or privately, by its officers which say anything that a reasonable person would disparage expect at the time would have the effect of diminishing or constraining the goodwill and good reputation of the Employee; provided. The Company will not disparage or seek to injure the reputation of the Employee. This obligation will include refraining from negative and/or untruthful statements about the Employee’s methods of doing business, howeverthe effectiveness of the Employee’s business policies, that and the quality of the Employee’s services, products or personnel. This provision does not apply on occasions when the Company shall not be in breach is subpoenaed or ordered by a court or other governmental authority to testify or give evidence, and must of course, respond truthfully, or to conduct otherwise protected by law. The Company’s obligation under this restriction if such statements consist solely of subparagraph (ib) private statements made is limited to any officersthe Executive Committee, directors or employees Directors and Officers of the Company and its Blue Rhino division. The parties further agree that, in the event that they or (ii) private statements made to persons other than clients or competitors of their counsel are contacted by any of media about the Company lawsuit, they will state that “The matter (or their representativescase, or suit) or members of the press or the financial community that do not have a material adverse effect upon the Employee; has been resolved,” and provided, further, that nothing contained in this paragraph or in any other provision of this Agreement shall preclude any officer, director, employee, agent or other representative of any of the Company from making any statement in good faith which is required by any law, regulation or order of any court or regulatory commission, department or agencyno more.

Nondisparagement. (a) The Employee shall not, at any time during his During Executive’s employment with the Company or and thereafter, make Executive agrees not to make, publish or communicate at any public or private statement to the news media, time to any Company competitor or client, or to any other individual person or entity, if such statement would disparage any including, but not limited to, customers, clients and investors of the Company, its Affiliates or any of their respective businesses present or former members, partners, directors, employees or agents, and the family members thereof, any Disparaging (defined below) remarks, comments or statements concerning the Company its Affiliates, or any director or officer of any of them or such businesses or would have a deleterious effect upon the interests of any of such businesses or the stockholders or other owners of any of them; providedrespective present and former members, howeverpartners, that the Employee shall not be in breach of this restriction if such statements consist solely of (i) private statements made to any directors, officers, directors employees or employees of any of the Company by the Employee in the course of carrying out his duties pursuant to this Agreement or, to the extent applicable, his duties as a director or officer, or (ii) private statements made to persons other than clients or competitors of any of the Company (or their representatives) or members of the press or the financial community that do not have a material adverse effect upon any of the Company; and provided that nothing contained in this paragraph or in any other provision of this Agreement shall preclude the Employee from making any statement in good faith that is required by law, regulation or order of any court or regulatory commission, department or agencyagents. (b) The In the event (1) Executive’s employment terminates for any reason; and (ii) Executive provides the Company with an irrevocable waiver and general release in favor of the Released Parties in the Company’s customary form that has become effective and irrevocable in accordance with its terms, the Company agrees that the Board shall notnot make, publish, or communicate at any time during the Employee’s employment with the Company or thereafter, authorize to any person to makeor entity any Disparaging (defined below) remarks, nor comments or statements concerning Executive, except nothing herein shall the Company condone the making of, any statement, publicly or privately, by its officers which would disparage the Employee; provided, however, that the Company shall not be in breach of this restriction if such statements consist solely of (i) private statements made to any officers, directors or employees of the Company or (ii) private statements made to persons other than clients or competitors of any of the Company (or their representatives) or members of the press or the financial community that do not have a material adverse effect upon the Employee; and provided, further, that nothing contained in this paragraph or in any other provision of this Agreement shall preclude any officer, director, employee, agent or other representative of any of prevent the Company from making truthful statements regarding Executive’s termination as required or, in the discretion of the Board, deemed advisable to be made in the Company’s or any statement Affiliate’s public filings. (c) For the purposes of this Section 10, “Disparaging” remarks, comments or statements are those that impugn the character, honesty, integrity, morality, business acumen or abilities of the individual or entity being disparaged. (d) Notwithstanding the foregoing, this Section 10 does not apply to (i) any truthful testimony, pleading, or sworn statements in good faith which is required by any law, regulation legal proceeding; (ii) attorney-client communications; or order of (iii) any court communications with a government or regulatory commissionagency, department and further, it shall not be construed to prevent Executive from filing a charge with the Equal Employment Opportunity Commission or a comparable state or local agency.

Nondisparagement. (a) The Except to the extent it would violate applicable law, while employed by the Company and thereafter, the Employee shall not, at any time during his employment with the Company whether in writing or thereafterorally, make any public or private statement to the news media, to any Company competitor or client, or to any other individual or entity, if such statement would disparage any of the Company, any of Subsidiary, their respective businesses Affiliates or their respective predecessors and successors, or any director of the current or officer of any of them or such businesses or would have a deleterious effect upon the interests of any of such businesses or the stockholders or other owners of any of them; providedformer directors, however, that the Employee shall not be in breach of this restriction if such statements consist solely of (i) private statements made to any officers, directors employees, shareholders, partners, members, agents or employees representatives of any of the Company by foregoing, with respect to any of their respective past or present activities; or otherwise publish (whether in writing or orally) statements that tend to portray any of the aforementioned parties in an unfavorable light; provided that nothing herein shall or shall be deemed to prevent or impair the Employee from (x) testifying truthfully in any legal or administrative proceeding if such testimony is compelled or requested (or otherwise complying with legal requirements) or (y) responding to a public disparaging statement by Parent, the course Company or any of carrying out his duties pursuant to this Agreement or, their respective executive officers or directors. Except to the extent applicableit would violate applicable law, his duties as a director or officer, or (ii) private statements made to persons other than clients or competitors of any of while employed by the Company (or their representatives) or members of and thereafter, Parent and the press or the financial community that do not have a material adverse effect upon any of the Company; and provided that nothing contained in this paragraph or in any other provision of this Agreement shall preclude the Employee from making any statement in good faith that is required by law, regulation or order of any court or regulatory commission, department or agency. (b) The Company shall not, at and shall instruct their officers and directors not to, whether in writing or orally, disparage the Executive with respect to any time during of his past or present activities; or otherwise publish (whether in writing or orally) statements that tend to portray the Executive in an unfavorable light; provided that it shall not be a violation of this Section 5 for Parent, the Company or any of their respective executive officers or directors to make reasonable, customary or other appropriate public remarks as to the performance of the Company Group with respect to periods that include the period of the Employee’s employment with the Company or thereafter, authorize any person to make, nor shall the Company condone the making of, any statement, publicly or privately, by its officers which would disparage the Employeeemployment; provided, however, that the Company shall not be in breach of this restriction if such statements consist solely of (i) private statements made to any officers, directors or employees of the Company or (ii) private statements made to persons other than clients or competitors of any of the Company (or their representatives) or members of the press or the financial community that do not have a material adverse effect upon the Employee; and provided, further, that nothing contained in this paragraph herein shall or shall be deemed to prevent or impair any of Parent, the Company or their respective executive officers or directors from (X) testifying truthfully in any other provision of this Agreement shall preclude any officer, director, employee, agent legal or other representative of any of administrative proceeding if such testimony is compelled or requested (or otherwise complying with legal requirements) or (y) responding to a public disparaging statement by the Company from making any statement in good faith which is required by any law, regulation or order of any court or regulatory commission, department or agencyEmployee.

Nondisparagement. (a) The Employee Executive shall not, at any time during his employment with the Company directly or thereafterindirectly, make or cause to be made any public disparaging, derogatory, misleading or private statement to the news mediafalse statement, whether orally or in writing, to any Company competitor or client, or to any other individual person or entity, if such statement would disparage any including members of the investment community, press, and customers, competitors and advisors to the Company, about the Releasees, or the business strategy, plans, policies, practices or operations of the Company. Similarly, any of their respective businesses or any director or officer of any of them or such businesses or would have a deleterious effect upon the interests of any of such businesses or the stockholders or other owners of any of them; provided, however, that the Employee shall not be in breach of this restriction if such statements consist solely of (i) private statements made to any officers, directors or employees of any of the Company by the Employee in the course of carrying out his duties pursuant to this Agreement or, to the extent applicable, his duties as a director or officer, or (ii) private statements made to persons other than clients or competitors of any of the Company (or their representatives) or members of the press or the financial community that do not have a material adverse effect upon any of the Company; and provided that nothing contained in this paragraph or in any other provision of this Agreement shall preclude the Employee from making any statement in good faith that is required by law, regulation or order of any court or regulatory commission, department or agency. (b) The Company shall not, at directly or indirectly, make or cause to be made any time during the Employee’s employment with the Company disparaging, derogatory, misleading or thereafterfalse statement, authorize whether orally or in writing, to any person or entity, including members of the investment community, press, and customers, competitors and advisors to makethe Company, nor shall about Executive, or the Company condone Executive’s performance while working at the making ofCompany. In order to conform to the terms of this Nondisparagement provision, any statement, publicly or privately, by its officers which would disparage the Employee; provided, however, that Chairman of the Board of the Company shall not be in breach instruct the officers and members of this restriction if such statements consist solely the Board of (i) private statements made to any officers, directors or employees Directors of the Company not to, directly or (ii) private statements indirectly, make or cause to be made any disparaging, derogatory, misleading or false statement, whether orally or in writing, to persons other than clients any person or entity, including members of the investment community, press, and customers, competitors of any and advisors to the Company, about the Executive or the Executive’s performance while working at the Company. The President and Chief Executive Officer of the Company (or their representatives) or shall provide written confirmation to Executive that she and the other officers and members of the press or Board of Directors have been duly instructed and acknowledge their obligations as described above. As soon as practicable, the financial community that do not have a material adverse effect upon Chairman of the Employee; and provided, further, that nothing contained in this paragraph or in any other provision Board of this Agreement shall preclude any officer, director, employee, agent or other representative of any Directors of the Company will provide a written recommendation in the form attached hereto as Attachment I, and she will respond to any verbal reference inquiries consistent therewith. All inquiries regarding Executive will be directed to the Chairman of the Board of Directors. In addition, the statement issued by the Company regarding Executive’s resignation from making employment shall be substantially in the form attached hereto as Attachment II and any statement internal and/or external communications thereafter by the officers and members of the Board of Directors of the Company regarding Executive’s resignation from employment shall be consistent therewith. Notwithstanding the foregoing provisions of this Paragraph 7, the Releasees and the Executive may each confer in good faith which is confidence with their respective legal representatives and nothing herein shall prevent any party from responding truthfully to any information requests or questions posed in any formal or informal legal, regulatory, administrative or investigative proceedings involving any court, tribunal or governmental body or agency or as otherwise as required by any law, regulation or order of any court or regulatory commission, department or agency.