Common use of Restricted Activity Clause in Contracts

Restricted Activity. (i) Participant agrees that during the term of Participant’s employment, Participant shall not, directly or indirectly, as a director, officer, employee, agent, partner or equity owner of any entity (except as owner of less than 4.9% of the shares of the publicly traded stock of a corporation which Participant does not have in fact the power to control or direct), or in any other manner directly or indirectly engage in any activity or business competitive in any manner with the activities or business of the Company. (ii) For a period of one year after Participant’s Date of Termination, with respect to any services, products, or business pursuits competitive with those of the Company, Participant shall not, directly or indirectly, whether as a director, officer, employee, consultant, agent, partner, equity owner of any entity (except as owner of less than 4.9% of the shares of the publicly traded stock of a corporation which Participant does not have in fact the power to control or direct), participant, proprietor, manager, operator, independent contractor, representative, advisor, trustee, or otherwise, solicit or otherwise deal in any way with any of the clients or customers of the Company: (A) with whom Participant in the course of employment by the Company acquired a relationship or had dealings, (B) with respect to whom Participant in the course of employment by the Company was privy to material or proprietary information, or (C) with respect to whom Participant was otherwise involved in the course of employment by the Company, whether in a supervisory, managerial, consultative, policy-making, or other capacity involving other Company employees who had direct dealings with such clients and customers. Such clients and customers include any client or customer to whom the Company sold services or products in the two years prior to the Date of Termination, any prospective client or customer of the Company for whom a proposal was prepared or to whom any other marketing presentation was made within the year prior to the Date of Termination, or any prospective client or customer for whom pursuit was actively planned by the Company within the year prior to the Date of Termination and in respect of whom the Company has not determined to cease such pursuit. (iii) For a period of one year after the Date of Termination, Participant shall not (including without limitation on behalf of, for the benefit of, or in conjunction with or as part of, any other person or entity) directly or indirectly: (A) solicit, assist, discuss with or advise, influence, induce or otherwise encourage in any way, any employee of Company to terminate such employee’s relationship with Company for any reason, or assist any person or entity in doing so, (B) employ, assist, engage, or otherwise contract or create any relationship with, any employee or former employee of Company in any business or venture of any kind or nature, in the case of a former employee unless such person shall not have been employed by Company for a period of at least one year and no solicitation prohibited hereby shall have occurred prior to the end of such one year period, or (C) interfere in any manner with the relationship between any employee and Company.

Restricted Activity. (i) Participant agrees that during the term of Participant’s employmentservice as a director, Participant shall not, directly or indirectly, as a director, officer, employee, agent, partner or equity owner of any entity (except as owner of less than 4.9% of the shares of the publicly traded stock of a corporation which Participant does not have in fact the power to control or direct)) of any entity, or in any other manner directly or indirectly engage in any activity or business competitive in any manner with the activities or business of the Company. (ii) For a period of one year after Participant’s Date the date (the “Termination Date”) on which Participant no longer serves as a director of Terminationthe Company (irrespective of the reason for termination of such service), with respect to any services, products, or business pursuits competitive with those of the Company, Participant shall not, directly or indirectly, whether as a director, officer, employee, consultant, agent, partner, equity owner of any entity (except as owner of less than 4.9% of the shares of the publicly traded stock of a corporation which Participant does not have in fact the power to control or direct), participant, proprietor, manager, operator, independent contractor, representative, advisor, trustee, or otherwise, solicit or otherwise deal in any way with any of the clients or customers of the Company: (A) with whom Participant in the course of employment by service as a director of the Company acquired a relationship or had dealings, (B) with respect to whom Participant in the course of employment by service as a director of the Company was privy to material or proprietary information, or (C) with respect to whom Participant was otherwise directly involved in the course of employment by service as a director of the Company, whether in a supervisory, managerial, consultative, policy-making, or other capacity involving other Company employees who had direct dealings with such clients and customers. Such clients and customers include any client or customer to whom the Company sold services or products in the two years prior to the Date of TerminationTermination Date, any prospective client or customer of the Company for whom a proposal was prepared or to whom any other marketing presentation was made within the year prior to the Date of TerminationTermination Date, or any prospective client or customer for whom pursuit was actively planned by the Company within the year prior to the Date of Termination and in respect of whom the Company has not determined to cease such pursuit. (iii) For a period of one year after the Date of TerminationTermination Date, Participant shall not (including without limitation on behalf of, for the benefit of, or in conjunction with or as part ofwith, any other person or entity) directly or indirectly: (A) solicit, assist, discuss with or advise, influence, induce or otherwise encourage in any way, any employee of Company to terminate such employee’s relationship with Company for any reason, or assist any person or entity in doing so, (B) employ, assist, engage, engage or otherwise contract or create any relationship with, with any employee or former employee of Company in any business or venture of any kind or nature, in the case of a former employee unless such person shall not have been employed by Company for a period of at least one year and no solicitation prohibited hereby shall have occurred prior to the end of such one year period, or (C) interfere in any manner with the relationship between any employee and Company.

Restricted Activity. (ia) Participant agrees During the period that during Executive is employed by Company, and for the term of Participant’s employment, Participant shall not, directly or indirectly, as a director, officer, employee, agent, partner or equity owner of any entity period twelve months after the Termination Date (except as owner of less than 4.9% of the shares of the publicly traded stock of a corporation which Participant does not have in fact the power to control or direct“Non-Solicitation Period”), or in any other manner directly or indirectly engage in any activity or business competitive in any manner with the activities or business of the Company. (ii) For a period of one year after Participant’s Date of Termination, with respect to any services, products, or business pursuits competitive with those of the Company, Participant Executive shall notnot (including without limitation on behalf of, directly for the benefit of, or indirectlyin conjunction with, any other person or entity), whether as a director, officer, employee, consultant, agent, partner, equity owner of any entity (except as owner of less than 4.9% of the shares of the publicly traded stock of a corporation which Participant Executive does not have in fact the power to control or direct), participant, proprietor, manager, operator, independent contractor, representative, advisor, trustee, or otherwise, solicit or otherwise deal in any way with any of the clients or customers of the Company: (Ai) with whom Participant Executive in the course of employment by the Company acquired a relationship or had dealings, (Bii) with respect to whom Participant Executive in the course of employment by the Company was privy to material or proprietary information, or (Ciii) with respect to whom Participant Executive was otherwise involved in the course of employment by the Company, whether in a supervisory, managerial, consultative, policy-making, or other capacity involving other Company employees who had direct dealings with such clients and customers. Such clients and customers include any client or customer to whom the Company sold services or products in the two years prior to the Date of TerminationTermination Date, any prospective client or customer of the Company for whom a proposal was prepared or to whom any other marketing presentation was made within the year prior to the Date of TerminationTermination Date, or any prospective client or customer for whom pursuit was actively planned by the Company within the year prior to the Termination Date of Termination and in respect of whom the Company has not determined to cease such pursuit. (iiib) For a period of one year after During the Date of TerminationNon-Solicitation Period, Participant Executive shall not (including without limitation on behalf of, for the benefit of, or in conjunction with or as part ofwith, any other person or entity) directly or indirectly, except in the good faith performance of his duties for Company: (Ai) solicit, assist, discuss with or advise, influence, induce or otherwise encourage in any way, any employee of Company to terminate such employee’s relationship with Company for any reason, or assist any person or entity in doing so, (Bii) employ, assist, engage, engage or otherwise contract or create any relationship with, with any employee or former employee of Company in any business or venture of any kind or nature, in the case of a former employee unless such person shall not have been employed by Company for a period of at least one year and no solicitation prohibited hereby shall have occurred prior to the end of such one year period, or (Ciii) interfere in any manner with the relationship between any employee and Company.

Restricted Activity. (i) Participant agrees that during the term of Participant’s employment, Participant shall not, directly or indirectly, as a director, officer, employee, agent, partner or equity owner of any entity (except as owner of less than 4.9% of the shares of the publicly traded stock of a corporation which Participant does not have in fact the power to control or direct), or in any other manner directly or indirectly engage in any activity or business competitive in any manner with the activities or business of the Company. (ii) For a period of one year after After Participant’s Date of Termination, for a period of six months if the Date of Termination is before the first annual anniversary of the Grant Date, and for a period of twelve months if the Date of Termination is on or after the first annual anniversary of the Grant Date, with respect to any services, products, or business pursuits competitive with those of the Company, Participant shall not, directly or indirectly, whether as a director, officer, employee, consultant, agent, partner, equity owner of any entity (except as owner of less than 4.9% of the shares of the publicly traded stock of a corporation which Participant does not have in fact the power to control or direct), participant, proprietor, manager, operator, independent contractor, representative, advisor, trustee, or otherwise, solicit or otherwise deal in any way with any of the clients or customers of the Company: (A) with whom Participant in the course of employment by the Company acquired a relationship or had dealings, (B) with respect to whom Participant in the course of employment by the Company was privy to material or proprietary information, or (C) with respect to whom Participant was otherwise involved in the course of employment by the Company, whether in a supervisory, managerial, consultative, policy-making, or other capacity involving other Company employees who had direct dealings with such clients and customers. Such clients and customers include any client or customer to whom the Company sold services or products in the two years prior to the Date of Termination, any prospective client or customer of the Company for whom a proposal was prepared or to whom any other marketing presentation was made within the year prior to the Date of Termination, or any prospective client or customer for whom pursuit was actively planned by the Company within the year prior to the Date of Termination and in respect of whom the Company has not determined to cease such pursuit. (iii) For a period of one year after the Date of Termination, Participant shall not (including without limitation on behalf of, for the benefit of, or in conjunction with or as part of, any other person or entity) directly or indirectly: (A) solicit, assist, discuss with or advise, influence, induce or otherwise encourage in any way, any employee of Company to terminate such employee’s relationship with Company for any reason, or assist any person or entity in doing so, (B) employ, assist, engage, or otherwise contract or create any relationship with, any employee or former employee of Company in any business or venture of any kind or nature, in the case of a former employee unless such person shall not have been employed by Company for a period of at least one year and no solicitation prohibited hereby shall have occurred prior to the end of such one year period, or (C) interfere in any manner with the relationship between any employee and Company.