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 xxxxx xxxxx 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 Xxxxxx X. Xxxxxxx 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 xxxxx xxxxx 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 xxxxx xxxxx 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. (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. Xxx Xxxxxxx, Xxxxxx Xxxxx, 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. (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 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 faitx xxxxx xxxessary 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 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 Executive shall not, at any time during his employment with the Company or thereafter, not make any public statements, directly or private statement to the news mediaindirectly, to any Company competitor or clientthird party (other than his spouse and attorneys, who must agree not to repeat such statements) that are intended to, or could reasonably be expected to, damage the business or reputation any of the Company Entities or any of its subsidiaries or affiliates (including, without limitation, any CPA Entity), or any other organization associated with any of the Company Entities or having as part of its name the name “Xxxxx” or “W.P. Xxxxx” or any of their respective officers, directors, shareholders, partners, principals, employees, counsel or agents, whether in their official or individual capacities. The Company and the Specified Officers (as defined below) shall not (and shall cause its subsidiaries, including, without limitation, WPCI not to) make any statements, directly or indirectly, to any third party (other individual than to its attorneys, who must agree not to repeat such statements) that are intended to, or entitycould reasonably be expected to, if such statement damage Executive’s business or reputation, whether personally or professionally. The Specified Officers shall mean, with respect to the Company, Wm. Xxxx Xxxxx, Xxxxxx X. XxXxx, and Xxxx X. XxXxxxxxx, and with respect to WPCI, Xxx Xxxxx. The Company and WPCI shall each also use commercially reasonable efforts to cause its other officers and directors to refrain from making any statements, directly or indirectly, that would disparage or could reasonably be expected to damage Executive’s business or reputation, whether personally or professionally. The parties hereto agree that Executive’s departure from the Company Entities shall be communicated to third parties, including in any required filing with the SEC or in any other filings required at law or regulation or pursuant to the rules of any self-regulating organization, in a manner consistent with Schedule A attached hereto. Nothing in this Section 8 shall be interpreted, however, to preclude either party (or, in the case of the Company, its subsidiaries, officers and directors) from making any truthful statements about the other to the extent required by applicable law or regulation, in connection with any litigation (regardless of their respective businesses whether between the parties) 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 orany regulatory or administrative inquiry, to the extent applicable, his duties as a director review 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 agencyinvestigation. (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 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 entity affiliated with Xxxxxx X. Xxxxxxx or any of his family members, any Disparaging (defined below) remarks, comments or statements concerning the Company its Affiliates, any entity affiliated with Xxxxxx X. Xxxxxxx 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; 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 CEO 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 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 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 xxxxx xxxxx 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 xxxxx xxxxx 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. (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 Xxxxxx X. Xxxxxxx or any of his family members, any Disparaging (defined below) remarks, comments or statements concerning the Company, its Affiliates, any entity affiliated with Xxxxxx X. Xxxxxxx 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 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 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 xxxxx xxxxx 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. (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 Xxxxxx X. Xxxxxxx or any of his family members, any Disparaging (defined below) remarks, comments or statements concerning the Company, its Affiliates, any entity affiliated with Xxxxxx X. Xxxxxxx 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 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 xxxxx xxxxx 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 xxxxx xxxxx 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 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.