Common use of Non-Solicitation and Non-Compete Clause in Contracts

Non-Solicitation and Non-Compete. Notwithstanding any provision of this Stock Agreement, (1) during the Participant’s employment with the Company or any Subsidiary or (2) during the one-year period commencing on the effective date of the Participant’s termination of employment or (3) prior to the date that is one year after the date of vesting of all or any portion of the Restricted Stock, the Participant shall not, directly or indirectly: (i) employ, recruit or solicit for employment any person who is (or was within the six (6) months prior to the Participant’s employment termination date) an employee of the Company and/or any Subsidiary; or (ii) accept employment or engage in a competing business that may require contact, solicitation, interference or diverting of any of the Company’s or any Subsidiary’s customers, or that may result in the disclosure, divulging, or other use, of Confidential Information or Company Materials acquired during the Participant’s employment with the Company or any Subsidiary; or (iii) solicit or encourage any customer, channel partner or vendor (or potential customer, channel partner or vendor of the Company or any Subsidiary with whom the Participant had contact while employed by the Company or any Subsidiary) to terminate or otherwise alter his, her or its relationship with the Company or any Subsidiary. The Participant understands that any person or entity that the Participant contacted during the twelve (12) months prior to the date of the Participant’s termination of employment for the purpose of soliciting sales from such person or entity shall be regarded as a "potential customer" or “potential channel partner” of the Company to whom the Company or a Subsidiary has a protectable proprietary interest.

Non-Solicitation and Non-Compete. Notwithstanding any provision of this Stock Agreement, (1) during the Participant’s employment with the Company or any Subsidiary or (2) during the one-year period commencing on the effective date of the Participant’s termination of employment or (3) prior to the date that is one year after the date of vesting of all or any portion of the Restricted Stock, the Participant shall not, directly or indirectly: (i) employ, recruit or solicit for employment any person who is (or was within the six (6) months prior to the Participant’s employment termination date) an employee of the Company and/or any Subsidiary; or (ii) accept employment or engage in a competing business that may require contact, solicitation, interference or diverting of any of the Company’s or any Subsidiary’s customers, or that may result in the disclosure, divulging, or other use, of Confidential Information or Company Materials acquired during the Participant’s employment with the Company or any Subsidiary; or (iii) solicit or encourage any customer, channel partner or vendor (or potential customer, channel partner or vendor of the Company or any Subsidiary with whom the Participant had contact while employed by the Company or any Subsidiary) to terminate or otherwise alter his, her or its relationship with the Company or any Subsidiary. The Participant understands that any person or entity that the Participant contacted during the twelve (12) months prior to the date of the Participant’s termination of employment for the purpose of soliciting sales from such person or entity shall be regarded as a "“potential customer" ” or “potential channel partner” of the Company to whom the Company or a Subsidiary has a protectable proprietary interest.

Non-Solicitation and Non-Compete. Notwithstanding any provision of this Stock SAR Agreement, (1) during the Participant’s employment with the Company or any Subsidiary or (2) during the one-year period commencing on the effective date of the Participant’s termination of employment or (3) prior to the date that is one year after the date of vesting exercise of all or any portion of the Restricted StockSAR, the Participant shall not, directly or indirectly: (i) employ, recruit or solicit for employment any person who is (or was within the six (6) months prior to the Participant’s employment termination date) an employee of the Company and/or any Subsidiary; or (ii) accept employment or engage in a competing business that may require contact, solicitation, interference or diverting of any of the Company’s or any Subsidiary’s customers, or that may result in the disclosure, divulging, or other use, use of Confidential Information or Company Materials acquired during the Participant’s employment with the Company or any Subsidiary; or (iii) solicit or encourage any customer, channel partner or vendor (or potential customer, channel partner or vendor of the Company or any Subsidiary with whom the Participant had contact while employed by the Company or any Subsidiary) to terminate or otherwise alter his, her or its relationship with the Company or any Subsidiary. The Participant understands that any person or entity that the Participant contacted during the twelve (12) months prior to the date of the Participant’s termination of employment for the purpose of soliciting sales from such person or entity shall be regarded as a "“potential customer" ” or “potential channel partner” of the Company to whom the Company or a Subsidiary has a protectable proprietary interest.

Non-Solicitation and Non-Compete. Notwithstanding any provision of this Stock SAR Agreement, (1) during the Participant’s employment with the Company or any Subsidiary or (2) during the one-year period commencing on the effective date of the Participant’s termination of employment or (3) prior to the date that is one year after the date of vesting exercise of all or any portion of the Restricted StockSAR, the Participant shall not, directly or indirectly: (i) employ, recruit or solicit for employment any person who is (or was within the six (6) months prior to the Participant’s employment termination date) an employee of the Company and/or any Subsidiary; or (ii) accept employment or engage in a competing business that may require contact, solicitation, interference or diverting of any of the Company’s or any Subsidiary’s customers, or that may result in the disclosure, divulging, or other use, use of Confidential Information or Company Materials acquired during the Participant’s employment with the Company or any Subsidiary; or (iii) solicit or encourage any customer, channel partner or vendor (or potential customer, channel partner partner, or vendor of the Company or any Subsidiary with whom the Participant had contact while employed by the Company or any Subsidiary) to terminate or otherwise alter his, her or its relationship with the Company or any Subsidiary. The Participant understands that any person or entity that the Participant contacted during the twelve (12) months prior to the date of the Participant’s termination of employment for the purpose of soliciting sales from such person or entity shall be regarded as a "“potential customer" ” or “potential channel partner” of the Company to whom the Company or a Subsidiary has a protectable proprietary interest.

Non-Solicitation and Non-Compete. Notwithstanding any provision of this Stock Agreement, For the period beginning on the date hereof and ending twelve (112) during months following the Participant’s the termination of employment with the Company or any Subsidiary or (2) during the one-year period commencing on the effective date of the Participant’s termination of employment or (3) prior to the date that is one year after the date of vesting of and all or any portion of the Restricted StockSubsidiaries, the Participant shall not, will not directly or indirectly: (i) A. employ, recruit or solicit for employment any person who is (or was within the six (6) months prior to the Participant’s employment termination date) an employee of the Company and/or any Subsidiary; or; (ii) B. accept employment or engage in a competing business that may require contact, solicitation, interference or diverting of any of the Company’s or any Subsidiary’s customers, or that may result in the disclosure, divulging, or other use, use of Confidential Information or Company Materials acquired during the Participant’s employment with the Company or any Subsidiary; or (iii) C. solicit or encourage any customer, channel partner or vendor (or potential customer, channel partner customer or vendor of the Company or any Subsidiary with whom the Participant had contact while employed by the Company or any Subsidiary) to terminate or otherwise alter his, her or its relationship with the Company or any SubsidiaryCompany. The Participant understands that any person or entity that with whom the Participant contacted during the twelve (12) months prior to the date of the Participant’s termination of employment for the purpose of soliciting sales from such person or entity shall be regarded as a "“potential customer" or “potential channel partner” of the Company to whom the Company or a Subsidiary has a protectable proprietary interest.