Common use of Protection of Confidential Information/Non-Competition/Non-Solicitation Clause in Contracts

Protection of Confidential Information/Non-Competition/Non-Solicitation. Officer covenants and agrees as follows: (a) During the term of this Agreement and continuing for a period of five years after the expiration or termination of this Agreement for any reason, Officer will not use or disclose, directly or indirectly, for any reason whatsoever or in any way, other than at the direction of Employer during the course of Officer's employment or, thereafter, upon receipt of the prior written consent of Employer, any confidential business information, information that derives economic value from not being generally known to the public, or trade secrets of Employer or any corporate affiliate or subsidiary, including, but not limited to: lists of past, current or potential customers; all systems, manuals, materials, processes and other intellectual property of any type used in connection with business operations; financial statements, cost reports and other financial information; contract proposals and bidding information; rate and fee structures; policies and procedures developed as part of a confidential business plan; and management systems and procedures, including manuals and supplements ("Confidential Information"). The obligation not to use or disclose any of the Confidential Information will not apply, to: (i) any Confidential Information known by Officer before commencing employment with Employer and any predecessor or affiliated entities of Employer, or (ii) as to times following the termination of the employment of Officer with Employer, any information that is or becomes public knowledge, through no unauthorized action or inaction of Officer, and that may be utilized by the public without any direct or indirect obligation to Employer, but the termination of the obligation for non-use or nondisclosure by reason of such information becoming public knowledge will run only from the date such information becomes public knowledge. The provisions above will be without prejudice to any rights or remedies of Employer under any state or federal law protecting trade secrets or confidential information. (b) During the term of this Agreement and continuing for a period of two years after the expiration or termination of this Agreement for any reason, Officer will not, within a radius of fifty miles of any operation of Employer or a corporate affiliate or subsidiary of Employer involved in the same business as Employer, engage, directly or indirectly, as a manager, consultant, salesperson, officer, director or in any other role involving customer relations or senior management duties, in the business of behavioral managed care services. This prohibition will relate only to sites of operations of Employer or its corporate affiliates or subsidiaries existing as of the date of the making of this Agreement. The parties agree, however, that in consideration of the covenants made by Employer in this Agreement, Employer will be entitled to provide an updated list on an annual basis of sites of operations of Employer and its corporate affiliates and subsidiaries which updated list will then constitute the pertinent sites for interpreting the geographic scope of the restrictions set forth in this Section. No failure to provide such a list, however, will establish a waiver or prejudice Employer's right to provide a list at a later time. (c) During the term of this Agreement and continuing for a period of two years after the expiration or termination of this Agreement for any reason, Officer will not solicit, or attempt to solicit, any current or prospective customer of Employer or of any corporate affiliate or subsidiary of Employer involved in the same business as Employer for the purpose of promoting the delivery of behavioral managed care services by an entity or person(s) other than Employer or a corporate affiliate or subsidiary of Employer. For purposes of this Section, the term "current customer" is defined as any entity or person(s) with whom Employer or its corporate affiliates or subsidiaries has provided, or has contracted to provide, behavioral or other specialty health managed care services during the year preceding the expiration or termination of Officer's employment with Employer provided Officer either has had personal contact with such customer or received confidential business information about such customer. For purposes of this Section, the term "prospective customer" is defined as (i) any entity or person(s) with whom Employer or its corporate affiliates or subsidiaries have actively solicited or made presentations or proposals to, or negotiated with, to provide behavioral or other specialty health managed care services during the year preceding the expiration or termination of Officer's employment with Employer provided Officer had personal contact with such prospective customer or received confidential business information about such prospective customer, or (ii) any entity or person(s) with respect to which Officer was actively engaged in the planning or targeting of such entity or person(s) for purposes of soliciting behavioral or other specialty health managed care services during the year preceding the expiration or termination of Officer's employment with Employer. (d) During the term of this Agreement and continuing for a period of one year after the expiration or termination of this Agreement for any reason, Officer will not, by himself or in conjunction with or on behalf of any other person or entity, directly or indirectly, solicit or induce any employee of Employer or any of its corporate affiliates or subsidiaries to terminate his or her employment with Employer or any of its corporate affiliates or subsidiaries. This prohibition will apply only to persons employed by Employer or any of its corporate affiliates or subsidiaries during the one year immediately prior to the expiration or termination of this Agreement. (e) Notwithstanding anything else set forth in this Agreement, Officer's compliance with the terms of this Section 8 is an express condition precedent to Officer's entitlement to any of the compensation and benefits set forth in this Agreement. Absent such compliance, Officer will gain no ownership or rights to said compensation and benefits.

Protection of Confidential Information/Non-Competition/Non-Solicitation. Officer covenants and agrees as follows: (a) During the term Employer’s employment of this Agreement Officer and continuing for a period of five years after eighteen months following the expiration or termination of this Agreement Officer’s employment for any reason, Officer will not use or disclose, directly or indirectly, for any reason whatsoever or in any way, other than at the direction of Employer (with the written consent of Magellan) during the course of Officer's ’s employment, or following the termination of Officer’s employment or, thereafter, upon after receipt of the prior written consent of Employer, any confidential business information, information that derives economic value from not being generally known to the public, or trade secrets of Employer or any corporate affiliate its controlled subsidiaries or subsidiaryaffiliates, including, but not limited to, the following: lists of past, current or potential customerscustomers of Employer and its controlled subsidiaries and affiliates; all systems, manuals, materials, processes and other intellectual property of any type used by Employer or its controlled subsidiaries and affiliates in connection with their respective business operations; financial statements, cost reports and other financial information; contract proposals and bidding information; rate and fee structures; policies and procedures developed as part of a confidential business plan; and management systems and procedures, including manuals and supplements ("collectively, the “Confidential Information"”). The obligation not to use or disclose any of the Confidential Information will not apply, apply to: (i) any Confidential Information known by Officer before commencing employment with Employer and any predecessor or affiliated entities of Employer, or (ii) as to times Confidential Information which Officer obtains from a third party, provided Officer has no actual or constructive knowledge that the third party obtained the Confidential Information by wrongful or inappropriate means, (iii) following the termination of the employment of Officer with Employer, to any information that is or becomes public knowledge, knowledge through no unauthorized action or inaction fault of Officer, and that may be utilized by the public without any direct or indirect obligation to Employer, but the termination of the obligation for non-use or nondisclosure by reason of such information becoming public knowledge will run extend only from the date such information becomes public knowledge, or (iv) disclosure compelled by legal process. The provisions above will be without prejudice to any rights or remedies of Employer under any state or federal law protecting trade secrets or confidential other information. (b) During Officer covenants and agrees that during the term of this Agreement his/her employment with Employer and continuing for a period of two years after twelve months immediately following the expiration or termination of this Agreement said employment for any reason, Officer he/she will not, within a radius of fifty miles of any operation of Employer or a corporate affiliate or subsidiary of Employer involved in the same business as Employer, engage, directly or indirectly, as seek, obtain or accept a manager, consultant, salesperson, officer, director or in any other role involving customer relations or senior management duties, “Competitive Position” in the business of behavioral managed care services. This prohibition will relate only to sites of operations of Employer or its corporate affiliates or subsidiaries existing as of the date of the making of this Agreement. The parties agree, however, that in consideration of the covenants made by Employer in this Agreement, Employer will be entitled to provide an updated list on an annual basis of sites of operations of Employer and its corporate affiliates and subsidiaries which updated list will then constitute the pertinent sites for interpreting the geographic scope of the restrictions set forth in this Section. No failure to provide such “Restricted Territory” with a list, however, will establish a waiver or prejudice Employer's right to provide a list at a later time. (c) During the term of this Agreement and continuing for a period of two years after the expiration or termination of this Agreement for any reason, Officer will not solicit, or attempt to solicit, any current or prospective customer of Employer or of any corporate affiliate or subsidiary of Employer involved in the same business as Employer for the purpose of promoting the delivery of behavioral managed care services by an entity or person(s) other than Employer or a corporate affiliate or subsidiary “Competitor” of Employer. For purposes of The following definitions shall apply to this Section, the term "current customer" is defined as any entity or person(s) with whom Employer or its corporate affiliates or subsidiaries has provided, or has contracted to provide, behavioral or other specialty health managed care services during the year preceding the expiration or termination of Officer's employment with Employer provided Officer either has had personal contact with such customer or received confidential business information about such customer. For purposes of this Section, the term "prospective customer" is defined as (i) any entity or person(s) with whom Employer or its corporate affiliates or subsidiaries have actively solicited or made presentations or proposals to, or negotiated with, to provide behavioral or other specialty health managed care services during the year preceding the expiration or termination of Officer's employment with Employer provided Officer had personal contact with such prospective customer or received confidential business information about such prospective customer, or (ii) any entity or person(s) with respect to which Officer was actively engaged in the planning or targeting of such entity or person(s) for purposes of soliciting behavioral or other specialty health managed care services during the year preceding the expiration or termination of Officer's employment with Employer. (d) During the term of this Agreement and continuing for a period of one year after the expiration or termination of this Agreement for any reason, Officer will not, by himself or in conjunction with or on behalf of any other person or entity, directly or indirectly, solicit or induce any employee of Employer or any of its corporate affiliates or subsidiaries to terminate his or her employment with Employer or any of its corporate affiliates or subsidiaries. This prohibition will apply only to persons employed by Employer or any of its corporate affiliates or subsidiaries during the one year immediately prior to the expiration or termination of this Agreement. (e) Notwithstanding anything else set forth in this Agreement, Officer's compliance with the terms of this Section 8 is an express condition precedent to Officer's entitlement to any of the compensation and benefits set forth in this Agreement. Absent such compliance, Officer will gain no ownership or rights to said compensation and benefits.:

Protection of Confidential Information/Non-Competition/Non-Solicitation. Officer covenants and agrees as follows: (a) During the term of this Agreement and continuing for a period of five years after the expiration or termination of this Agreement for any reason, Officer will not use at any time (whether during or disclose, directly or indirectly, for any reason whatsoever or in any wayafter Officer’s employment with Employer), other than in the ordinary course of performing services for Employer, (x) retain or use for the benefit, purposes or account of Officer or any other person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”); or (y) disclose, divulge, reveal, communicate, share, transfer or provide access to any Person outside Employer (other than its professional advisers who are bound by confidentiality obligations), any non-public, proprietary or confidential information obtained by Officer in connection with the commencement of Officer’s employment with Employer or at the direction of Employer any time thereafter during the course of Officer's ’s employment orwith Employer — including without limitation trade secrets, thereafterknow-how, upon receipt of the prior written consent of Employerresearch and development, any confidential business informationsoftware, databases, inventions, processes, formulae, technology, designs and other intellectual property, information that derives economic value from not being generally known to concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approvals — concerning the public, or trade secrets of Employer or any corporate affiliate or subsidiary, including, but not limited to: lists of past, current or potential customers; all systemsfuture business, manuals, materials, processes activities and other intellectual property operations of Employer and/or any type used in connection with business operations; financial statements, cost reports and other financial information; contract proposals and bidding information; rate and fee structures; policies and procedures developed as part of a confidential business plan; and management systems and procedures, including manuals and supplements ("Confidential Information"). The obligation not to use third party that has disclosed or disclose provided any of the same to Employer on a confidential basis (provided that with respect to such third party Officer knows or reasonably should have known that the third party provided it to Employer on a confidential basis) (“Confidential Information will not apply, to: (iInformation”) any Confidential Information known by Officer before commencing employment with Employer and any predecessor or affiliated entities without the prior written authorization of the Board of Directors of Employer, or (ii) as to times following the termination of the employment of Officer with Employer, any information that is or becomes public knowledge, through no unauthorized action or inaction of Officer, and that may be utilized by the public without any direct or indirect obligation to Employer, but the termination of the obligation for non-use or nondisclosure by reason of such information becoming public knowledge will run only from the date such information becomes public knowledge. The provisions above will be without prejudice to any rights or remedies of Employer under any state or federal law protecting trade secrets or confidential information. (b) During the term of this Agreement and continuing for a period of two years after the expiration or termination of this Agreement for any reason, Officer will not, within a radius of fifty miles of any operation of Employer or a corporate affiliate or subsidiary of Employer involved in the same business as Employer, engage, directly or indirectly, as a manager, consultant, salesperson, officer, director or in any other role involving customer relations or senior management duties, in the business of behavioral managed care services. This prohibition will relate only to sites of operations of Employer or its corporate affiliates or subsidiaries existing as of the date of the making of this Agreement. The parties agree; provided, however, that in consideration of the covenants made by Employer in this Agreement, Employer will any event Officer shall be entitled permitted to provide an updated list on an annual basis of sites of operations of Employer and its corporate affiliates and subsidiaries which updated list will then constitute the pertinent sites for interpreting the geographic scope of the restrictions set forth in this Section. No failure to provide such a list, however, will establish a waiver or prejudice Employer's right to provide a list at a later time. (c) During the term of this Agreement and continuing for a period of two years after the expiration or termination of this Agreement for disclose any reason, Officer will not solicit, or attempt to solicit, any current or prospective customer of Employer or of any corporate affiliate or subsidiary of Employer involved in the same business as Employer for the purpose of promoting the delivery of behavioral managed care services by an entity or person(s) other than Employer or a corporate affiliate or subsidiary of Employer. For purposes of this Section, the term "current customer" is defined as any entity or person(s) with whom Employer or its corporate affiliates or subsidiaries has provided, or has contracted to provide, behavioral or other specialty health managed care services during the year preceding the expiration or termination of Officer's employment with Employer provided Officer either has had personal contact with such customer or received confidential business information about such customer. For purposes of this Section, the term "prospective customer" is defined as Confidential Information reasonably necessary (i) any entity or person(s) with whom Employer or its corporate affiliates or subsidiaries have actively solicited or made presentations or proposals to, or negotiated with, to provide behavioral or other specialty health managed care services during the year preceding the expiration or termination of perform Officer's employment ’s duties while employed with Employer provided Officer had personal contact with such prospective customer or received confidential business information about such prospective customer, or (ii) in connection with any entity litigation or person(s) with respect to which arbitration involving this or any other agreement entered into between Officer was actively engaged in and Employer before, on or after the planning or targeting of such entity or person(s) for purposes of soliciting behavioral or other specialty health managed care services during the year preceding the expiration or termination of Officer's employment with Employer. (d) During the term date of this Agreement and continuing for a period of one year after the expiration in connection with any action or termination of this Agreement for any reason, Officer will not, by himself or proceeding in conjunction with or on behalf of any other person or entity, directly or indirectly, solicit or induce any employee of Employer or any of its corporate affiliates or subsidiaries to terminate his or her employment with Employer or any of its corporate affiliates or subsidiaries. This prohibition will apply only to persons employed by Employer or any of its corporate affiliates or subsidiaries during the one year immediately prior to the expiration or termination of this Agreementrespect thereof. (e) Notwithstanding anything else set forth in this Agreement, Officer's compliance with the terms of this Section 8 is an express condition precedent to Officer's entitlement to any of the compensation and benefits set forth in this Agreement. Absent such compliance, Officer will gain no ownership or rights to said compensation and benefits.

Protection of Confidential Information/Non-Competition/Non-Solicitation. Officer covenants and agrees as follows: (a) During the term Employer’s employment of this Agreement Officer and continuing for a period of five years after eighteen months following the expiration or termination of this Agreement Officer’s employment for any reason, Officer will not use or disclose, directly or indirectly, for any reason whatsoever or in any way, other than at the direction of Employer (with the written consent of Magellan) during the course of Officer's ’s employment, or following the termination of Officer’s employment or, thereafter, upon after receipt of the prior written consent of Employer, any confidential business information, information that derives economic value from not being generally known to the public, or trade secrets of Employer or any corporate affiliate its controlled subsidiaries or subsidiaryaffiliates, including, but not limited to, the following: lists of past, current or potential customerscustomers of Employer and its controlled subsidiaries and affiliates; all systems, manuals, materials, processes and other intellectual property of any type used by Employer or its controlled subsidiaries and affiliates in connection with their respective business operations; financial statements, cost reports and other financial information; contract proposals and bidding information; rate and fee structures; policies and procedures developed as part of a confidential business plan; and management systems and procedures, including manuals and supplements ("collectively, the “Confidential Information"”). The obligation not to use or disclose any of the Confidential Information will not apply, apply to: (i) any Confidential Information known by Officer before commencing employment with Employer and any predecessor or affiliated entities of Employer, or (ii) as to times Confidential Information which Officer obtains from a third party, provided Officer has no actual or constructive knowledge that the third party obtained the Confidential Information by wrongful or inappropriate means, (iii) following the the, termination of the employment of Officer with Employer, to any information that is or becomes public knowledge, knowledge through no unauthorized action or inaction fault of Officer, and that may be utilized by the public without any direct or indirect obligation to Employer, but the termination of the obligation for non-use or nondisclosure by reason of such information becoming public knowledge will run extend only from the date such information becomes public knowledge, or (iv) disclosure compelled by legal process. The provisions above will be without prejudice to any rights or remedies of Employer under any state or federal law protecting trade secrets or confidential other information. (b) During Officer covenants and agrees that during the term of this Agreement his/her employment with Employer and continuing for a period of two years after twelve months immediately following the expiration or termination of this Agreement said employment for any reason, Officer he/she will not, within a radius of fifty miles of any operation of Employer or a corporate affiliate or subsidiary of Employer involved in the same business as Employer, engage, directly or indirectly, as seek, obtain or accept a manager, consultant, salesperson, officer, director or in any other role involving customer relations or senior management duties, “Competitive Position” in the business of behavioral managed care services. This prohibition will relate only to sites of operations of Employer or its corporate affiliates or subsidiaries existing as of the date of the making of this Agreement. The parties agree, however, that in consideration of the covenants made by Employer in this Agreement, Employer will be entitled to provide an updated list on an annual basis of sites of operations of Employer and its corporate affiliates and subsidiaries which updated list will then constitute the pertinent sites for interpreting the geographic scope of the restrictions set forth in this Section. No failure to provide such “Restricted Territory” with a list, however, will establish a waiver or prejudice Employer's right to provide a list at a later time. (c) During the term of this Agreement and continuing for a period of two years after the expiration or termination of this Agreement for any reason, Officer will not solicit, or attempt to solicit, any current or prospective customer of Employer or of any corporate affiliate or subsidiary of Employer involved in the same business as Employer for the purpose of promoting the delivery of behavioral managed care services by an entity or person(s) other than Employer or a corporate affiliate or subsidiary “Competitor” of Employer. For purposes of The following definitions shall apply to this Section, the term "current customer" is defined as any entity or person(s) with whom Employer or its corporate affiliates or subsidiaries has provided, or has contracted to provide, behavioral or other specialty health managed care services during the year preceding the expiration or termination of Officer's employment with Employer provided Officer either has had personal contact with such customer or received confidential business information about such customer. For purposes of this Section, the term "prospective customer" is defined as (i) any entity or person(s) with whom Employer or its corporate affiliates or subsidiaries have actively solicited or made presentations or proposals to, or negotiated with, to provide behavioral or other specialty health managed care services during the year preceding the expiration or termination of Officer's employment with Employer provided Officer had personal contact with such prospective customer or received confidential business information about such prospective customer, or (ii) any entity or person(s) with respect to which Officer was actively engaged in the planning or targeting of such entity or person(s) for purposes of soliciting behavioral or other specialty health managed care services during the year preceding the expiration or termination of Officer's employment with Employer. (d) During the term of this Agreement and continuing for a period of one year after the expiration or termination of this Agreement for any reason, Officer will not, by himself or in conjunction with or on behalf of any other person or entity, directly or indirectly, solicit or induce any employee of Employer or any of its corporate affiliates or subsidiaries to terminate his or her employment with Employer or any of its corporate affiliates or subsidiaries. This prohibition will apply only to persons employed by Employer or any of its corporate affiliates or subsidiaries during the one year immediately prior to the expiration or termination of this Agreement. (e) Notwithstanding anything else set forth in this Agreement, Officer's compliance with the terms of this Section 8 is an express condition precedent to Officer's entitlement to any of the compensation and benefits set forth in this Agreement. Absent such compliance, Officer will gain no ownership or rights to said compensation and benefits.:

Protection of Confidential Information/Non-Competition/Non-Solicitation. Officer covenants and agrees as follows: (a) During the term Employer’s employment of this Agreement Officer and continuing for a period of five years after eighteen (18) months following the expiration or termination of this Agreement Officer’s employment for any reason, Officer will not use or disclose, directly or indirectly, for any reason whatsoever or in any way, other than at the direction of Employer (with the written consent of National Mentor Holdings, Inc.) during the course of Officer's ’s employment, or following the termination of Officer’s employment or, thereafter, upon after receipt of the prior written consent of Employer, any confidential business information, information that derives economic value from not being generally known to the public, or trade secrets of Employer or any corporate affiliate its controlled subsidiaries or subsidiaryaffiliates, including, but not limited to, the following: lists of past, current or potential customerscustomers of Employer and its controlled subsidiaries and affiliates; all systems, manuals, materials, processes and other intellectual property of any type used by Employer or its controlled subsidiaries and affiliates in connection with their respective business operations; financial statements, cost reports and other financial information; contract proposals and bidding information; rate and fee structures; policies and procedures developed as part of a confidential business plan; and management systems and procedures, including manuals and supplements ("collectively, the “Confidential Information"”). The obligation not to use or disclose any of the Confidential Information will not apply, to: apply to (i) any Confidential Information known by Officer before commencing employment with Employer and any predecessor or affiliated entities of Employer, or (ii) as to times Confidential Information which Officer obtains from a third party, provided Officer has no actual or constructive knowledge that the third party obtained the Confidential Information by wrongful or inappropriate means, (iii) following the termination of the employment of Officer with Employer, to any information that is or becomes public knowledge, knowledge through no unauthorized action or inaction fault of Officer, and that may be utilized by the public without any direct or indirect obligation to Employer, but the termination of the obligation for non-use or nondisclosure by reason of such information becoming public knowledge will run extend only from the date such information becomes public knowledge, or (iv) disclosure compelled by legal process. The provisions above will be without prejudice to any rights or remedies of Employer under any state or federal law protecting trade secrets or confidential other information. (b) During Officer covenants and agrees that during the term of this Agreement his employment with Employer and continuing for a period of two years after twelve (12) months immediately following the expiration or termination of this Agreement said employment for any reason, Officer he will not, within a radius of fifty miles of any operation of Employer or a corporate affiliate or subsidiary of Employer involved in the same business as Employer, engage, directly or indirectly, as seek, obtain or accept a manager, consultant, salesperson, officer, director or in any other role involving customer relations or senior management duties, “Competitive Position” in the business of behavioral managed care services. This prohibition will relate only to sites of operations of Employer or its corporate affiliates or subsidiaries existing as of the date of the making of this Agreement. The parties agree, however, that in consideration of the covenants made by Employer in this Agreement, Employer will be entitled to provide an updated list on an annual basis of sites of operations of Employer and its corporate affiliates and subsidiaries which updated list will then constitute the pertinent sites for interpreting the geographic scope of the restrictions set forth in this Section. No failure to provide such “Restricted Territory” with a list, however, will establish a waiver or prejudice Employer's right to provide a list at a later time. (c) During the term of this Agreement and continuing for a period of two years after the expiration or termination of this Agreement for any reason, Officer will not solicit, or attempt to solicit, any current or prospective customer of Employer or of any corporate affiliate or subsidiary of Employer involved in the same business as Employer for the purpose of promoting the delivery of behavioral managed care services by an entity or person(s) other than Employer or a corporate affiliate or subsidiary “Competitor” of Employer. For purposes of The following definitions shall apply to this Section, the term "current customer" is defined as any entity or person(s) with whom Employer or its corporate affiliates or subsidiaries has provided, or has contracted to provide, behavioral or other specialty health managed care services during the year preceding the expiration or termination of Officer's employment with Employer provided Officer either has had personal contact with such customer or received confidential business information about such customer. For purposes of this Section, the term "prospective customer" is defined as (i) any entity or person(s) with whom Employer or its corporate affiliates or subsidiaries have actively solicited or made presentations or proposals to, or negotiated with, to provide behavioral or other specialty health managed care services during the year preceding the expiration or termination of Officer's employment with Employer provided Officer had personal contact with such prospective customer or received confidential business information about such prospective customer, or (ii) any entity or person(s) with respect to which Officer was actively engaged in the planning or targeting of such entity or person(s) for purposes of soliciting behavioral or other specialty health managed care services during the year preceding the expiration or termination of Officer's employment with Employer. (d) During the term of this Agreement and continuing for a period of one year after the expiration or termination of this Agreement for any reason, Officer will not, by himself or in conjunction with or on behalf of any other person or entity, directly or indirectly, solicit or induce any employee of Employer or any of its corporate affiliates or subsidiaries to terminate his or her employment with Employer or any of its corporate affiliates or subsidiaries. This prohibition will apply only to persons employed by Employer or any of its corporate affiliates or subsidiaries during the one year immediately prior to the expiration or termination of this Agreement. (e) Notwithstanding anything else set forth in this Agreement, Officer's compliance with the terms of this Section 8 is an express condition precedent to Officer's entitlement to any of the compensation and benefits set forth in this Agreement. Absent such compliance, Officer will gain no ownership or rights to said compensation and benefits.: