Common use of Further Promises Clause in Contracts

Further Promises. You agree to comply with the non-solicitation and all other applicable provisions in the Notice and Non-Solicitation Agreement dated as of February 3, 2010 (the “Notice and Non-Solicitation Agreement”). Nothing in this Agreement supersedes or in any way modifies your obligations under or any of the terms of the Notice and Non-Solicitation Agreement. In the event you breach or threaten to breach any of the provisions contained in any confidentiality, non-disclosure, non-disparagement or non-solicitation provisions in this Agreement, you acknowledge that such breach or threatened breach shall cause irreparable harm to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, entitling ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, at its option, to seek immediate injunctive relief from a court of competent jurisdiction, without waiver of any other rights or remedies from a court of law or equity. You acknowledge that this Agreement has been executed voluntarily by you. You are urged to and acknowledge that you have had the opportunity to obtain the advice of any attorney or other representative of your choice, unrelated to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, prior to executing this Agreement. Further, you acknowledge that you have a full understanding of the terms of this Agreement which may not be changed or altered except by a writing signed by both ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and you. You agree and acknowledge that: (i) you have been given the Twenty-One Day Period to consider executing this Agreement and seven (7) days from the date of your execution of this Agreement within which to revoke it (the seven (7) day period defined as the “Agreement Revocation Period”) and (ii) you had sufficient time in which to consider and understand the Agreement, and to consult with your attorney or other representative of your choice prior to executing the Agreement. If you execute the Agreement prior to the end of the Twenty-One Day Period that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ has provided for you, you agree and acknowledge that: (i) your execution was a knowing and voluntary waiver of your right to consider this Agreement for the full Twenty-One days;

Further Promises. You agree to comply with the non-solicitation and all other applicable provisions in the Notice and Non-Solicitation Agreement dated as of February 3, 2010 (the “Notice and Non-Solicitation Agreement”). Nothing in this Agreement supersedes or in any way modifies your obligations under or any of the terms of the Notice and Non-Solicitation Agreement. In the event you breach or threaten to breach any of the provisions contained in any confidentiality, non-disclosure, non-disparagement or non-solicitation provisions in this AgreementAgreement regarding Confidential and Proprietary Information, Unauthorized Comments or Wrongful Solicitation, you acknowledge that such breach or threatened breach shall cause irreparable harm to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, entitling ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, at its option, to seek immediate injunctive relief from a court of competent jurisdiction, without waiver of any other rights or remedies from a court of law or equity. You also acknowledge that this Agreement has been executed voluntarily by you. You are urged to and acknowledge that you have had the opportunity to obtain the advice of any attorney or other representative of your choice, unrelated to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, prior to executing this Agreement. Further, you acknowledge that you have a full understanding of the terms of this Agreement which may not be changed or altered except by a writing signed by both ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and you. You agree and acknowledge that: (i) that you have been given the Twentyat least twenty-One Day Period one (21) days within which to consider executing this Agreement (the “twenty-one (21) day Period”) and seven (7) days from the date of your execution of this Agreement within which to revoke it (the seven (7) day period defined as the “Agreement Revocation Period”) and (ii) you had sufficient time in which ). Your executed Agreement must be returned to consider and understand the Agreement, and to consult with your attorney or other representative of your choice prior to executing undersigned at the Agreementabove address. If you execute the Agreement prior to the end of the Twentytwenty-One Day Period one (21) day period that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ has provided for you, you agree and acknowledge that: (i) your execution was a knowing and voluntary waiver of your right to consider this Agreement for the full Twentytwenty-One one (21) days;; and (ii) you had sufficient time in which to consider and understand the Agreement, and to review it with your attorney or other representative of your choice. Any revocation of this Agreement must be in writing and returned to the undersigned at the above address via certified U.S. Mail, return receipt requested. In the event that you revoke this Agreement, you acknowledge that you will not be entitled to receive, and agree not to accept, any payments or benefits under this Agreement. You agree that your acceptance of any such payments or benefits will constitute an acknowledgment that you did not revoke the Agreement. This Agreement will not become effective or enforceable until the Agreement Revocation Period has expired. Your release of claims and obligations hereunder shall not become enforceable until the Committee has approved this Agreement. The Agreement and the documents governing the Awards (as modified herein) are the entire agreement between you and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ with respect to the subject matter hereof and the Agreement supersede any and all oral and written agreements between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and you regarding the topics covered herein. No one shall be bound by anything not expressed herein. This Agreement is intended solely for the purpose stated herein and does not constitute and should not be construed to be an admission of liability by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or you. This Agreement shall be binding on both ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and you. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. If any clause or portion of any clause of this Agreement should ever be determined to be unenforceable, it is agreed that this will not affect the enforceability of the remainder of such clause or of any other clause or the remainder of this Agreement. This Agreement may be amended, modified or changed only by a written instrument executed by you and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇. Any waiver to be effective must be in writing and signed by the party against whom it is being enforced. All notices and other communications hereunder shall be in writing and shall be delivered by hand, by PDF or facsimile to the other party or mailed by overnight mail or registered or certified mail to the other party, return receipt requested, postage prepaid; shall be deemed delivered upon actual receipt or in the case of registered or certified mail, upon the earlier of the actual receipt or two business days following the date postmarked; and shall be addressed as follows: If to you: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ New York, New York If to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇: Alexa ▇. ▇▇▇▇▇▇ Legal & Compliance Division [address redacted] or to such other address as either party shall have furnished to the other in writing in accordance herewith. Very truly yours, /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Managing Director Chief Human Resources Officer AGREED AND ACCEPTED: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Date: January 3, 2013