Common use of Protection of Leadership Pool Clause in Contracts

Protection of Leadership Pool. The Participant and the Company and its affiliates agree to the following: a. Participant has managerial, supervisory, or mentoring responsibilities and skills which are necessary to the legitimate business interests of the Company and its affiliates. b. If the Participant ceases to be so employed, the Company and its affiliates will have a business necessity to replace the skills lost. c. It takes time after an employee leaves the employ of the Company or any of its affiliates to replace the skills lost; 180 days is a reasonable measure of the time needed to replace the skills of the Participant. d. A primary and necessary source of replacement of Participant’s skills is the existing pool of employees of the Company and its affiliates who are in positions of the sort which constitutes the managerial and supervisory pool, specifically those employees having a position of officer, or above. e. The parties recognize that employees of the Company or any of its affiliates (not otherwise bound by contract) are not in any way restricted from competing with the Company or any of its affiliates, and are not obligated to accept, nor even to consider, proposals by the Company or any of its affiliates that they replace Participant in the event Participant leaves the Company or any of its affiliates. f. Because of the Participant’s present position, Participant is in a position to assist and influence another employee choosing whether to remain with the Company and its affiliates and consider or accept other positions with the Company and its affiliates rather than choosing to seek other opportunities outside the Company or any of its affiliates. Any suggestion by Participant that another employee of the Company or any of its affiliates seek another employment opportunity outside the Company or any of its affiliates and any offer of another employment opportunity by another employer with the assistance of the Participant, would be such assistance and influence, in derogation of Participant’s duty to the Company and its affiliates as a managerial and supervisory employee. g. The monetary value of the loss to the Company and its affiliates in case Participant in fact assists or influences another employee to leave the Company or any of its affiliates would be impossible to precisely measure. Injunctive relief for a breach of subsection (i) would also be ineffective. h. The parties agree that a fair estimate of the monetary value of the loss to the Company and its affiliates in case the Participant assists or influences another employee to leave the Company or any of its affiliates would be half of the Participant’s current base salary as of the last day the Participant worked for the Company or any of its affiliates, for a period of 180 days. i. In consideration of this Agreement, and of the continued employment of the Participant by the Company or any of its affiliates, the Participant agrees that the Participant, directly or through another, will not assist or influence another employee of the Company or any of its affiliates who holds a position described in subsection (d), to take a position outside the Company or any of its affiliates, whether or not in the financial services business, for a period of 180 calendar days beginning on the date the Participant gives the Company or any of its affiliates notice that the Participant is leaving the Company or any of its affiliates, or the date the Participant does leave the Company or any of its affiliates whichever is earlier. (The parties recognize and acknowledge that any action by Participant to assist or influence another employee to leave the Company or any of its affiliates against the wishes of the Company or any of its affiliates at any time during Participant's employment with the Company or any of its affiliates would be a breach of the Participant's duty to Company and any of its affiliates, but such conduct as to an employee who holds a position described in subsection (d) is a breach of this Agreement only during the 180 calendar day period stated above.) j. In the event of a breach by the Participant of subsection (i), the stipulated damages for such breach are agreed to be one-half of Participant’s daily rate of base pay as of the time he or she leaves the Company or any of its affiliates times 180. This provision for stipulated damages is intended to be and is severable from the substantive obligation in subsection (i), and from the other provisions of this Agreement. k. Subsections (i) and (j) are solely for the purposes stated in subsections (a) through (j), and are not for the purpose of limiting the ability of Participant to compete with the Company or any of its affiliates. l. Participant and the Company or any of its affiliates intend that the promise by Participant in subsection (i) is separate and separable from any other obligation of Participant, and for a different purpose, and with a different remedy from the promise of the Participant not to solicit or conduct business with clients of the Company and its affiliates, under Section 10. m. This section is effective immediately, and remains in force before and after the time the rights to Units granted under this Agreement vest and Shares are issued in settlement thereof, and after such Shares are transferred by the Participant. n. Participant will reimburse and indemnify the Company and its affiliates for the actual costs incurred by the Company and its affiliates in enforcing this covenant, including, but not limited to, attorney's fees reasonably incurred in enforcement activity.

Protection of Leadership Pool. The In consideration of this Agreement, Participant and the Company and its affiliates agree agrees to the following: a. Participant has managerial, supervisory, or mentoring responsibilities and skills which are necessary to the legitimate business interests of the Company and its affiliatesAffiliates. b. If the Participant ceases to be so employed, the Company and or its affiliates Affiliates will have a business necessity to replace the skills lost. c. It takes time after an employee leaves the employ of the Company or any of its affiliates Affiliates to replace the skills lost; 180 days is a reasonable measure of the time needed to replace the skills of the Participant. d. A primary and necessary source of replacement of Participant’s skills is the existing pool of employees of the Company and its affiliates Affiliates who are in positions of the sort which constitutes the managerial and supervisory pool, specifically those employees having a position of officer, or above. e. The parties recognize that employees of the Company or any of its affiliates Affiliates (not otherwise bound by contract) are not in any way restricted from competing with the Company or any of its affiliatesAffiliates, and are not obligated to accept, nor even to consider, proposals by the Company or any of its affiliates Affiliates that they replace Participant in the event Participant leaves the Company or any of its affiliatesAffiliates. f. Because of the Participant’s present position, Participant is in a position to assist and influence another employee choosing whether to remain with the Company and or its affiliates Affiliates and consider or accept other positions with the Company and or its affiliates Affiliates rather than choosing to seek other opportunities outside the Company or any of its affiliatesAffiliates. Any suggestion by Participant that another employee of the Company or any of its affiliates Affiliates seek another employment opportunity outside the Company or any of its affiliates Affiliates and any offer of another employment opportunity by another employer with the assistance of the Participant, would be such assistance and influence, in derogation of Participant’s duty to the Company and or its affiliates Affiliates as a managerial and supervisory employee. g. The monetary value of the loss to the Company and its affiliates Affiliates in case Participant in fact assists or influences another employee to leave the Company or any of its affiliates Affiliates would be impossible to precisely measure. Injunctive relief for a breach of subsection (i) would also be ineffective. h. The parties agree that a fair estimate of the monetary value of the loss to the Company and its affiliates Affiliates in case the Participant assists or influences another employee to leave the Company or any of its affiliates Affiliates would be half of the Participant’s current base salary as of the last day the Participant worked for the Company or any of its affiliatesAffiliates, for a period of 180 days. i. In consideration of this Agreement, and of the continued employment of the Participant by the Company or any of its affiliatesAffiliates, the Participant agrees that the Participant, directly or through another, will not assist or influence another employee of the Company or any of its affiliates Affiliates who holds a position described in subsection (d), to take a position outside the Company or any of its affiliatesAffiliates, whether or not in the financial services business, for a period of 180 calendar days beginning on the date the Participant gives the Company or any of its affiliates Affiliates notice that the Participant is leaving the Company or any of its affiliatesAffiliates, or the date the Participant does leave the Company or any of its affiliates Affiliates whichever is earlier. (The parties recognize and acknowledge that any action by Participant to assist or influence another employee to leave the Company or any of its affiliates Affiliates against the wishes of the Company or any of its affiliates Affiliates at any time during Participant's employment with the Company or any of its affiliates Affiliates would be a breach of the Participant's duty to Company and any of its affiliatesAffiliates, but such conduct as to an employee who holds a position described in subsection (d) is a breach of this Agreement only during the 180 calendar day period stated above.) j. In the event of a breach by the Participant of subsection (i), the stipulated damages for such breach are agreed to be one-half of Participant’s daily rate of base pay as of the time he or she leaves the Company or any of its affiliates Affiliates times 180. This provision for stipulated damages is intended to be and is severable from the substantive obligation in subsection (i), and from the other provisions of this Agreement. k. Subsections (i) and (j) are solely for the purposes stated in subsections (a) through (j), and are not for the purpose of limiting the ability of Participant to compete with the Company or any of its affiliatesAffiliates. l. Participant and the Company or any of its affiliates intend that the promise by Participant in subsection (i) is separate and separable from any other obligation of Participant, and for a different purpose, and with a different remedy from the promise of the Participant not to disclose Confidential Information or Trade Secrets or solicit or conduct business with certain clients of the Company and or its affiliatesAffiliates, under Section 10Sections 10 and 12. m. This section is effective immediately, and remains in force before and after the time the rights to Units Restricted Shares granted under this Agreement vest and Shares are issued in settlement thereofvest, and after such Restricted Shares are transferred by the Participant. n. Participant will reimburse and indemnify the Company and or its affiliates Affiliates for the actual costs incurred by the Company and or its affiliates Affiliates in enforcing this covenantthese covenants, including, but not limited to, attorney's fees reasonably incurred in enforcement activity.

Protection of Leadership Pool. The In consideration of this Agreement, the Participant and the Company and its affiliates agree agrees to the following: a. The Participant has managerial, supervisory, or mentoring responsibilities and skills which are necessary to the legitimate business interests of the Company and its affiliatesAffiliates. b. If the Participant ceases to be so employed, the Company and or its affiliates Affiliates will have a business necessity to replace the skills lost. c. It takes time after an employee leaves the employ of the Company or any of its affiliates Affiliates to replace the skills lost; 180 days is a reasonable measure of the time needed to replace the skills of the Participant. d. A primary and necessary source of replacement of the Participant’s skills is the existing pool of employees of the Company and its affiliates Affiliates who are in positions of the sort which constitutes the managerial and supervisory pool, specifically those employees having a position of officer, officer or manager or above. e. The parties recognize that employees of the Company or any of its affiliates Affiliates (not otherwise bound by contract) are not in any way restricted from competing with the Company or any of its affiliatesAffiliates, and are not obligated to accept, nor even to consider, proposals by the Company or any of its affiliates Affiliates that they replace the Participant in the event the Participant leaves the Company or any of its affiliatesAffiliates. f. Because of the Participant’s present position, the Participant is in a position to assist and influence another employee choosing whether to remain with the Company and or its affiliates Affiliates and consider or accept other positions with the Company and or its affiliates Affiliates rather than choosing to seek other opportunities outside the Company or any of its affiliatesAffiliates. Any suggestion by the Participant that another employee of the Company or any of its affiliates Affiliates seek another employment opportunity outside the Company or any of its affiliates Affiliates and any offer of another employment opportunity by another employer with the assistance of the Participant, would be such assistance and influence, in derogation of the Participant’s duty to the Company and or its affiliates Affiliates as a managerial and supervisory employee. g. The monetary value of the loss to the Company and its affiliates Affiliates in case the Participant in fact assists or influences another employee to leave the Company or any of its affiliates Affiliates would be impossible to precisely measure. Injunctive relief for a breach of subsection (i) would also be ineffective. h. The parties agree that a fair estimate of the monetary value of the loss to the Company and its affiliates Affiliates in case the Participant assists or influences another employee to leave the Company or any of its affiliates Affiliates would be half of the Participant’s current base salary as of the last day the Participant worked for the Company or any of its affiliatesAffiliates, for a period of 180 days. i. In consideration of this Agreement, and of the continued employment of the Participant by the Company or any of its affiliatesAffiliates, the Participant agrees that the Participant, directly or through another, will not assist or influence another employee of the Company or any of its affiliates Affiliates who holds a position described in subsection (d), to take a position outside the Company or any of its affiliatesAffiliates, whether or not in the financial services business, for a period of 180 calendar days beginning on the date the Participant gives the Company or any of its affiliates Affiliates notice that the Participant is leaving the Company or any of its affiliatesAffiliates, or the date the Participant does leave the Company or any of its affiliates Affiliates whichever is earlier. (The parties recognize and acknowledge that any action by the Participant to assist or influence another employee to leave the Company or any of its affiliates Affiliates against the wishes of the Company or any of its affiliates Affiliates at any time during the Participant's employment with the Company or any of its affiliates Affiliates would be a breach of the Participant's ’s duty to the Company and any of its affiliatesAffiliates, but such conduct as to an employee who holds a position described in subsection (d) is a breach of this Agreement only during the 180 calendar day period stated above.) j. In the event of a breach by the Participant of subsection (i), the stipulated damages for such breach are agreed to be one-half of the Participant’s daily rate of base pay as of the time he or she leaves the Company or any of its affiliates Affiliates times 180. This provision for stipulated damages is intended to be and is severable from the substantive obligation in subsection (i), and from the other provisions of this Agreement. k. Subsections (i) and (j) are solely for the purposes stated in subsections (a) through (j), and are not for the purpose of limiting the ability of the Participant to compete with the Company or any of its affiliatesAffiliates. l. The Participant and the Company or any of its affiliates intend that the promise by the Participant in subsection (i) is separate and separable from any other obligation of the Participant, and for a different purpose, and with a different remedy from the promise of the Participant not to disclose Confidential Information or Trade Secrets or solicit or conduct business with certain clients of the Company and or its affiliatesAffiliates, under Section 10Sections 10 and 12. m. This section is These covenants are effective immediately, and remains shall remain in force before and after the time the rights to Units granted under this Agreement vest and Shares are issued in settlement thereofvest, and after any Shares underlying such Shares Units are transferred by the Participant. n. The Participant will reimburse and indemnify the Company and or its affiliates Affiliates for the actual costs incurred by the Company and or its affiliates Affiliates in enforcing this covenantthese covenants, including, but not limited to, attorney's ’s fees reasonably incurred in enforcement activity.

Protection of Leadership Pool. The Participant Executive and the Company and its affiliates agree to the following: a. Participant (a) Executive has managerial, supervisory, or mentoring managerial responsibilities and skills which are necessary to the legitimate business interests of the Company and its affiliatesCompany. b. (b) If the Participant Executive ceases to be so employed, the Company and its affiliates will have a business necessity to replace the skills lost. c. (c) It takes time after an employee leaves the employ of the Company or any of its affiliates to replace the skills lost; 180 days twelve (12) months is a reasonable measure of the time needed to replace the skills of the ParticipantExecutive. d. (d) A primary and necessary source of replacement of ParticipantExecutive’s skills is the existing pool of employees of the Company and its affiliates who are in positions of the sort which constitutes the managerial and supervisory pool, specifically those employees having a position of officer, or above. e. (e) The parties recognize that employees of the Company or any of its affiliates (not otherwise bound by contract) are not in any way restricted from competing with the Company or any of its affiliatesCompany, and are not obligated to accept, nor even to consider, proposals by the Company or any of its affiliates that they replace Participant Executive in the event Participant Executive leaves the Company or any of its affiliatesCompany. f. (f) Because of the ParticipantExecutive’s present position, Participant Executive is in a position to assist and influence another employee choosing whether to remain with the Company and its affiliates Company, and consider or accept other positions with the Company and its affiliates rather than choosing to Company, or seek other opportunities outside the Company or any of its affiliatesopportunities. Any suggestion by Participant Executive that another employee of the Company or any of its affiliates seek another employment opportunity outside the Company or any of its affiliates opportunity, and any offer of another employment opportunity by another employer with the assistance of the ParticipantExecutive, would be such assistance and influence, in derogation of ParticipantExecutive’s duty to the Company and its affiliates as a managerial and supervisory employee. g. (g) The monetary value of the loss to the Company and its affiliates in case Participant Executive in fact assists or influences another employee to leave the Company or any of its affiliates would be impossible to precisely measure. Injunctive relief for a breach of subsection paragraph (i) would also be ineffective. h. (h) The parties agree that a fair estimate of the monetary value of the loss to the Company and its affiliates in case the Participant Executive assists or influences another employee to leave the Company or any of its affiliates would be half of the ParticipantExecutive’s current base salary Base Salary as of the last day the Participant Executive worked for the Company or any of its affiliatesCompany, for a the period of 180 daystime it would take the Company to replace the Executive’s skills. i. (i) In consideration of this Agreement, and of the continued employment of the Participant Executive by the Company or any of its affiliatesCompany, the Participant Executive agrees that the ParticipantExecutive, directly or through another, will not assist or influence another employee of the Company or any of its affiliates who holds a position described in subsection subparagraph (d), to take a position outside the Company or any of its affiliatesCompany, whether or not in the financial services business, for a period of 180 calendar days twelve (12) months beginning on the date the Participant Executive gives the Company or any of its affiliates notice that the Participant Executive is leaving the Company or any of its affiliatesCompany, or the date the Participant Executive does leave the Company or any of its affiliates whichever is earlier. (The parties recognize and acknowledge that any action by Participant Executive to assist or influence another employee to leave the Company or any of its affiliates against the wishes of the Company or any of its affiliates at any time during ParticipantExecutive's employment with the Company or any of its affiliates would be a breach of the ParticipantExecutive's duty to Company and any of its affiliatesCompany, but such conduct as to an employee who holds a position described in subsection subparagraph (d) is a breach of this Agreement only during the 180 calendar day twelve (12) month period stated above.) j. (j) In the event of a breach by the Participant Executive of subsection paragraph (i), the stipulated damages for such breach are agreed to be one-half of ParticipantExecutive’s daily rate of base pay Base Salary as of the time he or she leaves of his leaving the Company or any of its affiliates times 180360. This provision for stipulated damages is intended to be and is severable from the substantive obligation in subsection paragraph (i), and from the other provisions of this Agreement. k. Subsections (k) Paragraphs (i) and (j) are solely for the purposes stated in subsections paragraphs (a) through (j), and are not for the purpose of limiting the ability of Participant Executive to compete with the Company or any of its affiliatesCompany. l. Participant (l) Executive and the Company or any of its affiliates intend that the promise by Participant Executive in subsection paragraph (i) is separate and separable from any other obligation of ParticipantExecutive, and for a different purpose, and with a different remedy from the promise of the Participant Executive not to solicit or conduct business with clients of the Company and its affiliatesCompany, under Section 10Article 3. m. This section is effective immediately, and remains in force before and after the time the rights to Units granted under this Agreement vest and Shares are issued in settlement thereof, and after such Shares are transferred by the Participant. n. Participant (m) Executive will reimburse and indemnify the Company and its affiliates for the actual costs incurred by the Company and its affiliates in enforcing this covenant, including, but not limited to, attorney's fees reasonably incurred in enforcement activity.

Protection of Leadership Pool. The Participant Executive and the Company and its affiliates agree to the following: a. Participant (a) Executive has managerial, supervisory, or mentoring managerial responsibilities and skills which are necessary to the legitimate business interests of the Company and its affiliatesCompany. b. (b) If the Participant Executive ceases to be so employed, the Company and its affiliates will have a business necessity to replace the skills lost. c. (c) It takes time after an employee leaves the employ of the Company or any of its affiliates to replace the skills lost; 180 days twelve (12) months is a reasonable measure of the time needed to replace the skills of the ParticipantExecutive. d. (d) A primary and necessary source of replacement of ParticipantExecutive’s skills is the existing pool of employees of the Company and its affiliates who are in positions of the sort which constitutes the managerial and supervisory pool, specifically those employees having a position of officer, or above. e. (e) The parties recognize that employees of the Company or any of its affiliates (not otherwise bound by contract) are not in any way restricted from competing with the Company or any of its affiliatesCompany, and are not obligated to accept, nor even to consider, proposals by the Company or any of its affiliates that they replace Participant Executive in the event Participant Executive leaves the Company or any of its affiliatesCompany. f. (f) Because of the ParticipantExecutive’s present position, Participant Executive is in a position to assist and influence another employee choosing whether to remain with the Company and its affiliates Company, and consider or accept other positions with the Company and its affiliates rather than choosing to Company, or seek other opportunities outside the Company or any of its affiliatesopportunities. Any suggestion by Participant Executive that another employee of the Company or any of its affiliates seek another employment opportunity outside the Company or any of its affiliates opportunity, and any offer of another employment opportunity by another employer with the assistance of the ParticipantExecutive, would be such assistance and influence, in derogation of ParticipantExecutive’s duty to the Company and its affiliates as a managerial and supervisory employee. g. (g) The monetary value of the loss to the Company and its affiliates in case Participant Executive in fact assists or influences another employee to leave the Company or any of its affiliates would be impossible to precisely measure. Injunctive relief for a breach of subsection paragraph (i) would also be ineffective. h. (h) The parties agree that a fair estimate of the monetary value of the loss to the Company and its affiliates in case the Participant Executive assists or influences another employee to leave the Company or any of its affiliates would be half of the ParticipantExecutive’s current base salary Base Salary as of the last day the Participant Executive worked for the Company or any of its affiliatesCompany, for a the period of 180 daystime it would take the Company to replace the Executive’s skills. i. (i) In consideration of this Agreement, and of the continued employment of the Participant Executive by the Company or any of its affiliatesCompany, the Participant Executive agrees that the ParticipantExecutive, directly or through another, will not assist or influence another employee of the Company or any of its affiliates who holds a position described in subsection subparagraph (d), to take a position outside the Company or any of its affiliatesCompany, whether or not in the financial services business, for a period of 180 calendar days twelve (12) months beginning on the date the Participant Executive gives the Company or any of its affiliates notice that the Participant Executive is leaving the Company or any of its affiliatesCompany, or the date the Participant Executive does leave the Company or any of its affiliates whichever is earlier. (The parties recognize and acknowledge that any action by Participant Executive to assist or influence another employee to leave the Company or any of its affiliates against the wishes of the Company or any of its affiliates at any time during Participant's Executive’s employment with the Company or any of its affiliates would be a breach of the Participant's Executive’s duty to Company and any of its affiliatesCompany, but such conduct as to an employee who holds a position described in subsection subparagraph (d) is a breach of this Agreement only during the 180 calendar day twelve (12) month period stated above.) j. (j) In the event of a breach by the Participant Executive of subsection paragraph (i), the stipulated damages for such breach are agreed to be one-half of ParticipantExecutive’s daily rate of base pay Base Salary as of the time he or she leaves of his leaving the Company or any of its affiliates times 180360. This provision for stipulated damages is intended to be and is severable from the substantive obligation in subsection paragraph (i), and from the other provisions of this Agreement. k. Subsections (k) Paragraphs (i) and (j) are solely for the purposes stated in subsections paragraphs (a) through (j), and are not for the purpose of limiting the ability of Participant Executive to compete with the Company or any of its affiliatesCompany. l. Participant (l) Executive and the Company or any of its affiliates intend that the promise by Participant Executive in subsection paragraph (i) is separate and separable from any other obligation of ParticipantExecutive, and for a different purpose, and with a different remedy from the promise of the Participant Executive not to solicit or conduct business with clients of the Company and its affiliatesCompany, under Section 10Article 3. m. This section is effective immediately, and remains in force before and after the time the rights to Units granted under this Agreement vest and Shares are issued in settlement thereof, and after such Shares are transferred by the Participant. n. Participant (m) Executive will reimburse and indemnify the Company and its affiliates for the actual costs incurred by the Company and its affiliates in enforcing this covenant, including, but not limited to, attorney's ’s fees reasonably incurred in enforcement activity.

Protection of Leadership Pool. The In consideration of this Agreement, Participant and the Company and its affiliates agree agrees to the following: a. Participant has managerial, supervisory, or mentoring responsibilities and skills which are necessary to the legitimate business interests of the Company and its affiliatesAffiliates. b. If the Participant ceases to be so employed, the Company and or its affiliates Affiliates will have a business necessity to replace the skills lost. c. It takes time after an employee leaves the employ of the Company or any of its affiliates Affiliates to replace the skills lost; 180 days is a reasonable measure of the time needed to replace the skills of the Participant. d. A primary and necessary source of replacement of Participant’s 's skills is the existing pool of employees of the Company and its affiliates Affiliates who are in positions of the sort which constitutes the managerial and supervisory pool, specifically those employees having a position of officer, or above. e. The parties recognize that employees of the Company or any of its affiliates Affiliates (not otherwise bound by contract) are not in any way restricted from competing with the Company or any of its affiliatesAffiliates, and are not obligated to accept, nor even to consider, proposals by the Company or any of its affiliates Affiliates that they replace Participant in the event Participant leaves the Company or any of its affiliatesAffiliates. f. Because of the Participant’s 's present position, Participant is in a position to assist and influence another employee choosing whether to remain with the Company and or its affiliates Affiliates and consider or accept other positions with the Company and or its affiliates Affiliates rather than choosing to seek other opportunities outside the Company or any of its affiliatesAffiliates. Any suggestion by Participant that another employee of the Company or any of its affiliates Affiliates seek another employment opportunity outside the Company or any of its affiliates Affiliates and any offer of another employment opportunity by another employer with the assistance of the Participant, would be such assistance and influence, in derogation of Participant’s 's duty to the Company and or its affiliates Affiliates as a managerial and supervisory employee. g. The monetary value of the loss to the Company and its affiliates Affiliates in case Participant in fact assists or influences another employee to leave the Company or any of its affiliates Affiliates would be impossible to precisely measure. Injunctive relief for a breach of subsection (i) would also be ineffective. h. The parties agree that a fair estimate of the monetary value of the loss to the Company and its affiliates Affiliates in case the Participant assists or influences another employee to leave the Company or any of its affiliates Affiliates would be half of the Participant’s 's current base salary as of the last day the Participant worked for the Company or any of its affiliatesAffiliates, for a period of 180 days. i. In consideration of this Agreement, and of the continued employment of the Participant by the Company or any of its affiliatesAffiliates, the Participant agrees that the Participant, directly or through another, will not assist or influence another employee of the Company or any of its affiliates Affiliates who holds a position described in subsection (d), to take a position outside the Company or any of its affiliatesAffiliates, whether or not in the financial services business, for a period of 180 calendar days beginning on the date the Participant gives the Company or any of its affiliates Affiliates notice that the Participant is leaving the Company or any of its affiliatesAffiliates, or the date the Participant does leave the Company or any of its affiliates Affiliates whichever is earlier. (The parties recognize and acknowledge that any action by Participant to assist or influence another employee to leave the Company or any of its affiliates Affiliates against the wishes of the Company or any of its affiliates Affiliates at any time during Participant's employment with the Company or any of its affiliates Affiliates would be a breach of the Participant's duty to Company and any of its affiliatesAffiliates, but such conduct as to an employee who holds a position described in subsection (d) is a breach of this Agreement only during the 180 calendar day period stated above.) j. In the event of a breach by the Participant of subsection (i), the stipulated damages for such breach are agreed to be one-half of Participant’s 's daily rate of base pay as of the time he or she leaves the Company or any of its affiliates Affiliates times 180. This provision for stipulated damages is intended to be and is severable from the substantive obligation in subsection (i), and from the other provisions of this Agreement. k. Subsections (i) and (j) are solely for the purposes stated in subsections (a) through (j), and are not for the purpose of limiting the ability of Participant to compete with the Company or any of its affiliatesAffiliates. l. Participant and the Company or any of its affiliates intend that the promise by Participant in subsection (i) is separate and separable from any other obligation of Participant, and for a different purpose, and with a different remedy from the promise of the Participant not to solicit or conduct business with clients of the Company and or its affiliatesAffiliates, under Section 10. m. This section is effective immediately, and remains in force before and after the time the rights to Units Restricted Shares granted under this Agreement vest and Shares are issued in settlement thereofvest, and after such Restricted Shares are transferred by the Participant. n. Participant will reimburse and indemnify the Company and or its affiliates Affiliates for the actual costs incurred by the Company and or its affiliates Affiliates in enforcing this covenant, including, but not limited to, attorney's fees reasonably incurred in enforcement activity.