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

Non-Solicitation/Non-Compete. (i) During the Restricted Period, the Restricted Party agrees that it shall not, and shall cause its Affiliates not to, anywhere within the United States of America, directly or indirectly, hire, retain or attempt to hire or retain any employee of the Company or its Subsidiaries, or in any way interfere with the relationship between the Company or any of the Subsidiaries, on the one hand, and any of their respective employees, on the other hand; provided, that the foregoing will not prohibit the Restricted Party or any of its Affiliates from (A) making general solicitations of employment (including through advertisements and employment agencies) that are not targeted at such employees, and from hiring any such Person as a result of such generalized searches or (B) soliciting or hiring any Person whose employment with the Company or its Subsidiaries has been terminated for at least twelve (12) months prior to the commencement of any such solicitation or employment discussions. (ii) During the Restricted Period, the Restricted Party agrees that it shall not, and shall cause its Affiliates not to, directly or indirectly, engage in the ownership, management, conduct, operation or control of, or otherwise be involved in (including by acquiring an equity interest in, debt or a portion of the assets, rights or properties of, or by forming a joint venture or partnership with, or by providing any loan or other financial assistance to), any of the Persons listed on Section 6(f)(ii) of the Disclosure Schedule (a “Competitive Business”); provided, that this Section 6(f)(ii) shall not prohibit the Restricted Party or its Affiliates from making passive equity investments of less than five percent (5%) of the outstanding equity securities that are traded on a securities exchange, or any interest exchangeable or convertible into or providing the right to receive equity securities representing less than five percent (5%) of such outstanding equity securities, of any company which conducts a Competitive Business. (iii) During the Restricted Period, the Restricted Party agrees that it shall not, and shall cause its Affiliates not to, make any statements, orally or in writing, directly or indirectly, about Buyer or its Affiliates or its and its Affiliates’ directors, officers or employees (in their capacities as such) that are false, defamatory, disparaging or reasonably likely to harm Buyer, its business interests or reputation, or the reputation of any of Buyer’s Affiliates or Buyer’s and its Affiliates’ directors, officers or employees (in their capacities as such). (iv) Buyer, on the one hand, and the Restricted Party, on the other hand, agree that the duration and geographic scope of the restrictions set forth in Section 6(f)(i) and Section 6(f)(ii) are fair, reasonable and necessary to protect the legitimate business interests of Buyer and the goodwill of the Company and its Subsidiaries. In the event that any court determines that the duration or geographic scope, or both, are unreasonable and that such provision is to that extent unenforceable, the Restricted Party agrees that the provision shall remain in full force and effect for the greatest time period and in the greatest area that would not render it unenforceable. (v) The Restricted Party acknowledges that a remedy at Law for any breach or attempted breach of this Section 6(f) may be inadequate and further agrees that any breach of this Section 6(f) may result in irreparable harm to Buyer, the Company or any of its Subsidiaries, and Buyer may, in addition to any other remedy that may be available to it, be entitled to specific performance and injunctive and other equitable relief in case of any such breach or attempted breach.

Non-Solicitation/Non-Compete. (ia) During For a period of eighteen (18) months from the Restricted PeriodClosing Date, the Restricted Party agrees that it shall not, and shall cause its Affiliates not to, anywhere within the United States none of America, directly or indirectly, hire, retain or attempt to hire or retain any employee of the Company (x) Parent or its Subsidiaries, or in any way interfere with the relationship between the Company or Subsidiaries (including through any of the Subsidiariestheir respective officers, directors or employees), on the one hand, or (y) Purchaser (acting through its corporate head office function) or its Mission Systems Subsidiaries and business units (including the Transferred Entities) (including through any of their respective officers, directors or employees), on the other hand, shall, without the prior consent of the other party (it being understood that for purposes of this Section 5.16, such prior written consent may be communicated directly between the Senior Vice President of Human Resources and Organization of Parent and the Senior Vice President of Human Resources of Purchaser, who shall act in good faith, and reasonably, in considering and responding to requests from the other under this Section 5.16) directly or indirectly, solicit for employment or hire (whether as an employee, consultant or otherwise) any Restricted Employee of the other party (or its Subsidiaries); provided, that neither party nor its Subsidiaries shall be precluded from soliciting or hiring, or taking any other action with respect to any such Restricted Employee of the foregoing will not prohibit other party (or its Subsidiaries) (i) whose employment with such other party or its Affiliates (including, in the case of Purchaser, a Transferred Entity) was (A) terminated other than for cause by such other party or such other party’s Affiliate, or, in the case of any Restricted Party Employee who is a Business Employee, terminated in a Qualifying Termination, in each case, prior to commencement of employment discussions between such restricted soliciting party or its Subsidiaries (or any of its Affiliates from (Atheir officers, directors or employees) making general solicitations of employment (including through advertisements and employment agencies) that are not targeted at such employeesPerson, and from hiring any such Person as a result of such generalized searches or (B) soliciting or hiring any terminated voluntarily by the resignation of such Person whose employment with (other than, in the Company or its Subsidiaries has been terminated for at least twelve case of a Restricted Employee who is a Business Employee, a Qualifying Termination), more than six (126) months prior to the commencement of employment discussions between such restricted soliciting party or its Subsidiaries (or any of their officers, directors or employees) and such solicitation Person, or employment discussions. (ii) During the Restricted Period, the Restricted Party agrees that it shall not, and shall cause its Affiliates who responds to general or public solicitation not to, directly or indirectly, engage in the ownership, management, conduct, operation or control of, or otherwise be involved in (including by acquiring an equity interest in, debt or a portion of the assets, rights or properties of, or by forming a joint venture or partnership with, or by providing any loan or other financial assistance to), any of the Persons listed on Section 6(f)(ii) of the Disclosure Schedule (a “Competitive Business”); provided, that this Section 6(f)(ii) shall not prohibit the Restricted Party or its Affiliates from making passive equity investments of less than five percent (5%) of the outstanding equity securities that are traded on a securities exchange, or any interest exchangeable or convertible into or providing the right to receive equity securities representing less than five percent (5%) targeted at employees of such outstanding equity securities, of any company which conducts a Competitive Business. (iii) During the Restricted Period, the Restricted Party agrees that it shall not, and shall cause its Affiliates not to, make any statements, orally or in writing, directly or indirectly, about Buyer or its Affiliates or its and its Affiliates’ directors, officers or employees (in their capacities as such) that are false, defamatory, disparaging or reasonably likely to harm Buyer, its business interests or reputation, or the reputation of any of Buyer’s Affiliates or Buyer’s and its Affiliates’ directors, officers or employees (in their capacities as such). (iv) Buyer, on the one hand, and the Restricted Party, on the other hand, agree that the duration and geographic scope of the restrictions set forth in Section 6(f)(i) and Section 6(f)(ii) are fair, reasonable and necessary to protect the legitimate business interests of Buyer and the goodwill of the Company and its Subsidiaries. In the event that any court determines that the duration or geographic scope, or both, are unreasonable and that such provision is to that extent unenforceable, the Restricted Party agrees that the provision shall remain in full force and effect for the greatest time period and in the greatest area that would not render it unenforceable. (v) The Restricted Party acknowledges that a remedy at Law for any breach or attempted breach of this Section 6(f) may be inadequate and further agrees that any breach of this Section 6(f) may result in irreparable harm to Buyer, the Company party or any of its Affiliates, including (in the case of Purchaser) the Transferred Entities, including by a bona fide search firm. “Restricted Employee” shall mean, (1) with respect to the restrictions on Purchaser (acting through its corporate head office function) and its Mission Systems Subsidiaries and business units (including the Transferred Entities), an employee of the P&W, UTAS or UTRC divisions of Parent or the corporate office of Parent who is classified by Parent or its Subsidiaries as level 1, 2, 3, 4 or 5 as of the date hereof or as of the Closing Date, and (2) with respect to the restrictions on Parent and its Subsidiaries, and Buyer maya Business Employee who is classified by Parent or its Subsidiaries (including the Transferred Entities) as level 1, in addition to any other remedy that may be available to it2, be entitled to specific performance and injunctive and other equitable relief in case 3, 4 or 5 as of any such breach the date hereof or attempted breachas of the Closing Date.

Non-Solicitation/Non-Compete. (i) During Executive hereby covenants and agrees that, during the “Restricted Period” and except as provided in clause (ii) below, the Restricted Party agrees that it Executive shall not, and shall cause its Affiliates not towithout the written consent of FLIC, anywhere within the United States of America, either directly or indirectly: (A) solicit, hireoffer employment to, retain or attempt take any other action intended (or that a reasonable person acting in like circumstances would expect) to hire have the effect of causing any officer or retain any employee of the Company or its SubsidiariesFLIC, or in any way interfere with the relationship between the Company or any of the Subsidiaries, on the one hand, and any of their respective employees, on the other hand; provided, that the foregoing will not prohibit the Restricted Party or any of its Affiliates from (A) making general solicitations of respective subsidiaries or affiliates, to terminate his or her employment (including through advertisements and with FLIC and/or accept employment agencies) that are not targeted at such employees, and from hiring any such Person as a result of such generalized searches or with another employer; or (B) soliciting become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner or hiring trustee of any Person whose employment savings bank, savings and loan association, savings and loan holding company, commercial bank, credit union, bank or bank holding company, any mortgage or loan broker or any other entity (excluding not-for-profit entities other than credit unions) that competes with the Company business of FLIC or its Subsidiaries any of their direct or indirect subsidiaries or affiliates, or that has been terminated for at least twelve a headquarters, or one or more offices, within New York City or in the Counties of Nassau or Suffolk, New York (12the “Restricted Territory”); or (C) months prior solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the commencement effect of causing any such solicitation customer of FLIC to terminate an existing business or employment discussionscommercial relationship with FLIC. (ii) During the Restricted Period, the Restricted Party agrees that it The restrictions contained in Section 6(a)(i)(B) above shall not, and shall cause its Affiliates not to, directly or indirectly, engage apply in the ownership, management, conduct, operation or control ofevent of a Termination for Cause, or otherwise be involved in (including by acquiring an equity interest in, debt or the event of a portion termination of the assets, rights or properties of, or by forming employment following a joint venture or partnership with, or by providing any loan or other financial assistance to), any of the Persons listed on Section 6(f)(ii) of the Disclosure Schedule (a “Competitive Business”); provided, that this Section 6(f)(ii) shall not prohibit the Restricted Party or its Affiliates from making passive equity investments of less than five percent (5%) of the outstanding equity securities that are traded on a securities exchange, or any interest exchangeable or convertible into or providing the right to receive equity securities representing less than five percent (5%) of such outstanding equity securities, of any company which conducts a Competitive Business.Change in Control.  (iii) During For purposes of this paragraph (a), the “Restricted Period, the Restricted Party agrees that it ” shall not, and shall cause its Affiliates not to, make any statements, orally or in writing, directly or indirectly, about Buyer or its Affiliates or its and its Affiliates’ directors, officers or employees be a period of one (in their capacities as such1) that are false, defamatory, disparaging or reasonably likely to harm Buyer, its business interests or reputation, or the reputation year following Executive’s termination of any of Buyer’s Affiliates or Buyer’s and its Affiliates’ directors, officers or employees (in their capacities as such). (iv) Buyer, on the one hand, and the Restricted Party, on the other hand, agree that the duration and geographic scope of the restrictions set forth in Section 6(f)(i) and Section 6(f)(ii) are fair, reasonable and necessary to protect the legitimate business interests of Buyer and the goodwill of the Company and its Subsidiariesemployment with FLIC. In the event that any court determines that the duration or geographic scope, or both, are unreasonable and that such provision is to that extent unenforceable, the Restricted Party agrees that the provision shall remain in full force and effect for the greatest time period and in the greatest area that would not render it unenforceable. (v) The Restricted Party acknowledges that a remedy at Law for any breach or attempted breach of this Section 6(f) may be inadequate and further agrees that any breach of this Section 6(f) may result in irreparable harm to Buyer, the Company or any of its Subsidiaries, and Buyer may, in addition to any other remedy that may be available to it, be entitled to specific performance and injunctive and other equitable relief in case of any such breach or attempted breach.

Non-Solicitation/Non-Compete. (i) During Executive hereby covenants and agrees that, during the “Restricted Period” and except as provided in clause (ii) below, the Restricted Party agrees that it Executive shall not, and shall cause its Affiliates not towithout the written consent of FLIC, anywhere within the United States of America, either directly or indirectly: (A) solicit, hireoffer employment to, retain or attempt take any other action intended (or that a reasonable person acting in like circumstances would expect) to hire have the effect of causing any officer or retain any employee of the Company or its SubsidiariesFLIC, or in any way interfere with the relationship between the Company or any of the Subsidiaries, on the one hand, and any of their respective employees, on the other hand; provided, that the foregoing will not prohibit the Restricted Party or any of its Affiliates from (A) making general solicitations of respective subsidiaries or affiliates, to terminate her or her employment (including through advertisements and with FLIC and/or accept employment agencies) that are not targeted at such employees, and from hiring any such Person as a result of such generalized searches or with another employer; or (B) soliciting become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner or hiring trustee of any Person whose employment savings bank, savings and loan association, savings and loan holding company, commercial bank, credit union, bank or bank holding company, any mortgage or loan broker or any other entity (excluding not-for-profit entities other than credit unions) that competes with the Company business of FLIC or its Subsidiaries any of their direct or indirect subsidiaries or affiliates, or that has been terminated for at least twelve a headquarters, or one or more 7 offices, within New York City or in the Counties of Nassau or Suffolk, New York (12the “Restricted Territory”); or (C) months prior solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the commencement effect of causing any such solicitation customer of FLIC to terminate an existing business or employment discussionscommercial relationship with FLIC. (ii) During the Restricted Period, the Restricted Party agrees that it The restrictions contained in Section 6(a)(i)(B) above shall not, and shall cause its Affiliates not to, directly or indirectly, engage apply in the ownership, management, conduct, operation or control ofevent of a Termination for Cause, or otherwise be involved in (including by acquiring an equity interest in, debt or the event of a portion termination of the assets, rights or properties of, or by forming employment following a joint venture or partnership with, or by providing any loan or other financial assistance to), any of the Persons listed on Section 6(f)(ii) of the Disclosure Schedule (a “Competitive Business”); provided, that this Section 6(f)(ii) shall not prohibit the Restricted Party or its Affiliates from making passive equity investments of less than five percent (5%) of the outstanding equity securities that are traded on a securities exchange, or any interest exchangeable or convertible into or providing the right to receive equity securities representing less than five percent (5%) of such outstanding equity securities, of any company which conducts a Competitive BusinessChange in Control. (iii) During For purposes of this paragraph (a), the “Restricted Period, the Restricted Party agrees that it ” shall not, and shall cause its Affiliates not to, make any statements, orally or in writing, directly or indirectly, about Buyer or its Affiliates or its and its Affiliates’ directors, officers or employees be a period of one (in their capacities as such1) that are false, defamatory, disparaging or reasonably likely to harm Buyer, its business interests or reputation, or the reputation year following Executive’s termination of any of Buyer’s Affiliates or Buyer’s and its Affiliates’ directors, officers or employees (in their capacities as such). (iv) Buyer, on the one hand, and the Restricted Party, on the other hand, agree that the duration and geographic scope of the restrictions set forth in Section 6(f)(i) and Section 6(f)(ii) are fair, reasonable and necessary to protect the legitimate business interests of Buyer and the goodwill of the Company and its Subsidiariesemployment with FLIC. In the event that any court determines that the duration or geographic scope, or both, are unreasonable and that such provision is to that extent unenforceable, the Restricted Party agrees that the provision shall remain in full force and effect for the greatest time period and in the greatest area that would not render it unenforceable. (v) The Restricted Party acknowledges that a remedy at Law for any breach or attempted breach of this Section 6(f) may be inadequate and further agrees that any breach of this Section 6(f) may result in irreparable harm to Buyer, the Company or any of its Subsidiaries, and Buyer may, in addition to any other remedy that may be available to it, be entitled to specific performance and injunctive and other equitable relief in case of any such breach or attempted breach.

Non-Solicitation/Non-Compete. (i) During Executive hereby covenants and agrees that, during the “Restricted Period” and except as provided in clause (ii) below, the Restricted Party agrees that it Executive shall not, and shall cause its Affiliates not towithout the written consent of FLIC, anywhere within the United States of America, either directly or indirectly: (A) solicit, hireoffer employment to, retain or attempt take any other action intended (or that a reasonable person acting in like circumstances would expect) to hire have the effect of causing any officer or retain any employee of the Company or its SubsidiariesFLIC, or in any way interfere with the relationship between the Company or any of the Subsidiaries, on the one hand, and any of their respective employees, on the other hand; provided, that the foregoing will not prohibit the Restricted Party or any of its Affiliates from (A) making general solicitations of respective subsidiaries or affiliates, to terminate his or his employment (including through advertisements and with FLIC and/or accept employment agencies) that are not targeted at such employees, and from hiring any such Person as a result of such generalized searches or with another employer; or (B) soliciting become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner or hiring trustee of any Person whose employment savings bank, savings and loan association, savings and loan holding company, commercial bank, credit union, bank or bank holding company, any mortgage or loan broker or any other entity (excluding not-for-profit entities other than credit unions) that competes with the Company business of FLIC or its Subsidiaries any of their direct or indirect subsidiaries or affiliates, or that has been terminated for at least twelve a headquarters, or one or more offices, within New York City, the Counties of Nassau or Suffolk, New York, (12the “Restricted Territory”); or (C) months prior solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the commencement effect of causing any such solicitation customer of FLIC to terminate an existing business or employment discussionscommercial relationship with FLIC. (ii) During the Restricted Period, the Restricted Party agrees that it The restrictions contained in Section 6(a)(i)(B) above shall not, and shall cause its Affiliates not to, directly or indirectly, engage apply in the ownership, management, conduct, operation or control ofevent of a Termination for Cause, or otherwise be involved in (including by acquiring an equity interest in, debt or the event of a portion termination of the assets, rights or properties of, or by forming employment following a joint venture or partnership with, or by providing any loan or other financial assistance to), any of the Persons listed on Section 6(f)(ii) of the Disclosure Schedule (a “Competitive Business”); provided, that this Section 6(f)(ii) shall not prohibit the Restricted Party or its Affiliates from making passive equity investments of less than five percent (5%) of the outstanding equity securities that are traded on a securities exchange, or any interest exchangeable or convertible into or providing the right to receive equity securities representing less than five percent (5%) of such outstanding equity securities, of any company which conducts a Competitive BusinessChange in Control. (iii) During For purposes of this paragraph (a), the “Restricted Period, the Restricted Party agrees that it ” shall not, and shall cause its Affiliates not to, make any statements, orally or in writing, directly or indirectly, about Buyer or its Affiliates or its and its Affiliates’ directors, officers or employees be a period of one (in their capacities as such1) that are false, defamatory, disparaging or reasonably likely to harm Buyer, its business interests or reputation, or the reputation year following Executive’s termination of any of Buyer’s Affiliates or Buyer’s and its Affiliates’ directors, officers or employees (in their capacities as such)employment with FLIC. (iv) Buyer, on the one hand, and the Restricted Party, on the other hand, agree that the duration and geographic scope of the restrictions set forth in Section 6(f)(i) and Section 6(f)(ii) are fair, reasonable and necessary to protect the legitimate business interests of Buyer and the goodwill of the Company and its Subsidiaries. In the event that any court determines that the duration or geographic scope, or both, are unreasonable and that such provision is to that extent unenforceable, the Restricted Party agrees that the provision shall remain in full force and effect for the greatest time period and in the greatest area that would not render it unenforceable. (v) The Restricted Party acknowledges that a remedy at Law for any breach or attempted breach of this Section 6(f) may be inadequate and further agrees that any breach of this Section 6(f) may result in irreparable harm to Buyer, the Company or any of its Subsidiaries, and Buyer may, in addition to any other remedy that may be available to it, be entitled to specific performance and injunctive and other equitable relief in case of any such breach or attempted breach.

Non-Solicitation/Non-Compete. (ia) During the Restricted Period, the Restricted Party agrees that it shall not, and shall cause its controlled Affiliates not to, anywhere within the United States of America, directly or indirectly, hire, retain or attempt to hire or retain any director, officer or vice president (or other employee more senior than vice president) of the Company or its Subsidiariesany Company Subsidiary, or in any way interfere with the relationship between the Company or any of the Company Subsidiaries, on the one hand, and any of their respective the foregoing employees, on the other hand; provided, that the foregoing will not prohibit the Restricted Party or any of its Affiliates from (A) making general solicitations of employment (including through advertisements and employment agencies) that are not targeted at such employees, and from hiring any such Person as a result of such generalized searches employees or (B) soliciting or hiring any Person whose employment with the Company or its Subsidiaries any Company Subsidiary has been terminated for at least twelve (12) months prior to the commencement of any such solicitation or employment discussions. (iib) During the Restricted Period, the Restricted Party agrees that it shall not, and shall cause its controlled Affiliates not to, directly or indirectly, engage in the ownership, management, conduct, operation or control of, or otherwise be involved in (including by acquiring an equity interest in, debt or a portion of the assets, rights or properties of, or by forming a joint venture or partnership with, or by providing any loan or other financial assistance to), any of the Persons listed on Section 6(f)(ii7.15(b) of the Disclosure Schedule (a “"Competitive Business”"); provided, that this Section 6(f)(ii7.15(b) shall not prohibit the Restricted Party or its Affiliates from making passive equity investments of less than five percent (5%) of the outstanding equity securities that are traded on a securities exchange, or any interest exchangeable or convertible into or providing the right to receive equity securities representing less than five percent (5%) of such outstanding equity securities, of any company which conducts a Competitive Business. (iiic) During the Restricted Period, the Restricted Party agrees that it shall not, and shall cause its Affiliates not to, make any statements, orally or in writing, directly or indirectly, about Buyer or its Affiliates or its and its Affiliates’ ' directors, officers or employees (in their capacities as such) that are false, defamatory, disparaging or reasonably likely to harm Buyer, its business interests or reputation, or the reputation of any of Buyer’s 's Affiliates or Buyer’s 's and its Affiliates’ ' directors, officers or employees (in their capacities as such). (ivd) Buyer, on the one hand, and the Restricted Party, on the other hand, agree that the duration and geographic scope of the restrictions set forth in this Section 6(f)(i) and Section 6(f)(ii) 7.15 are fair, reasonable and necessary to protect the legitimate business interests of Buyer and the goodwill of the Company and its the Company Subsidiaries. In the event that any court determines that the duration or geographic scope, or both, are unreasonable and that such provision is to that extent unenforceable, the Restricted Party agrees that the provision shall remain in full force and effect for the greatest time period and in the greatest area that would not render it unenforceable. (ve) The Restricted Party acknowledges that a remedy at Law for any breach or attempted breach of this Section 6(f) 7.15 may be inadequate and further agrees that any breach of this Section 6(f) 7.15 may result in irreparable harm to Buyer, the Company or any of its the Company Subsidiaries, and Buyer mayshall, in addition to any other remedy that may be available to it, be entitled to specific performance and injunctive and other equitable relief in case of any such breach or attempted breach.

Non-Solicitation/Non-Compete. (ia) During For a period of one year following the Restricted PeriodClosing Date, the Restricted Party agrees that it Y-Grade Holdings shall not, and shall cause its Affiliates EPIC Consolidated Operations, LLC (“EPIC Operating”) not to, anywhere within the United States of America, : (i) directly or indirectlyindirectly recruit (as an employee, hiredirector or consultant), retain solicit for employment as an employee, director or attempt consultant or otherwise induce to terminate his or her directorship, employment or consultancy, as the case may be, any Hired Employee, or (ii) hire or retain any knowingly assist another person or entity in hiring or engaging as a consultant or employee of the Company or its Subsidiaries, or in any way interfere with the relationship between the Company or any of the SubsidiariesHired Employees. The preceding sentence does not, on the one handhowever, and any of their respective employees, on the other hand; provided, that the foregoing will not prohibit the Restricted Party Y-Grade Holdings or any of its Affiliates from EPIC Operating from: (Ax) making general solicitations for employment by means of employment (including through advertisements and employment agencies) advertisements, public notices, or internal or external websites or job search engines that are not targeted at such employees, and from targeting the Buyer’s or its Affiliates’ employees or any hiring any such Person that results solely as a result of such generalized searches solicitation; (y) hiring any employees who contact such Party or its Affiliates on his or her own initiative without solicitation by or encouragement from such Party or its Affiliates; or (Bz) soliciting for employment or hiring any Person person whose employment with the Company Buyer, the Target Companies, or its Subsidiaries has been their Affiliates, as applicable, was terminated for at least twelve (12) six months prior to the commencement of any such solicitation or employment discussionssolicitation. (iib) During For a period of one year following the Restricted PeriodClosing Date, the Restricted Party agrees that it Y-Grade Holdings shall not, and shall cause its Affiliates EPIC Operating not to, directly or indirectly, : (x) engage in the ownershipor own any interest, managementmanage, conduct, operation or control of(whether as an owner, operator, manager, consultant or otherwise be involved in (including by acquiring an equity interest inotherwise), debt render services for or a portion of the assets, rights or properties of, or by forming a joint venture or partnership consult with, any Competing Business in any capacity; or by providing any loan (y) intentionally interfere with the business relationships (whether formed prior to or other financial assistance to)after the date of this Agreement) between the Target Companies and their respective brokers, any of the Persons listed on Section 6(f)(ii) of the Disclosure Schedule (a “Competitive Business”)customers, suppliers, distributors and sales representatives; provided, that nothing in this Section 6(f)(ii) Agreement shall not prohibit restrict the Restricted Party Sellers or its their Affiliates at any time from making passive equity investments of less than five percent (5%) of the outstanding equity securities that are traded on a securities exchangeacquiring and, or after such acquisition, owning any interest exchangeable in a Person that is engaged in a Competing Business and operating such Competing Business if: (A) such Competing Business generated 10% or convertible into or providing the right to receive equity securities representing less than five percent (5%) of such outstanding equity securities, of any company which conducts a Competitive Business. (iii) During the Restricted Period, the Restricted Party agrees that it shall not, and shall cause its Affiliates not to, make any statements, orally or in writing, directly or indirectly, about Buyer or its Affiliates or its and its Affiliates’ directors, officers or employees (in their capacities as such) that are false, defamatory, disparaging or reasonably likely to harm Buyer, its business interests or reputation, or the reputation of any of BuyerPerson’s Affiliates or Buyer’s and its Affiliates’ directors, officers or employees (in their capacities as such). (iv) Buyer, on the one hand, and the Restricted Party, on the other hand, agree that the duration and geographic scope of the restrictions set forth in Section 6(f)(i) and Section 6(f)(ii) are fair, reasonable and necessary to protect the legitimate business interests of Buyer and the goodwill of the Company and its Subsidiaries. In the event that any court determines that the duration or geographic scope, or both, are unreasonable and that such provision is to that extent unenforceable, the Restricted Party agrees that the provision shall remain in full force and effect for the greatest time period and consolidated annual revenues in the greatest area that would not render it unenforceablelast completed fiscal year of such Person; and (B) the Sellers or their Affiliates, within 12 months after the consummation of such acquisition, divests the Competing Business or otherwise causes the Competing Business to cease operations. (v) The Restricted Party acknowledges that a remedy at Law for any breach or attempted breach of this Section 6(f) may be inadequate and further agrees that any breach of this Section 6(f) may result in irreparable harm to Buyer, the Company or any of its Subsidiaries, and Buyer may, in addition to any other remedy that may be available to it, be entitled to specific performance and injunctive and other equitable relief in case of any such breach or attempted breach.

Non-Solicitation/Non-Compete. (i) During Executive hereby covenants and agrees that, during the “Restricted Period” and except as provided in clause (ii) below, the Restricted Party agrees that it Executive shall not, and shall cause its Affiliates not towithout the written consent of FLIC, anywhere within the United States of America, either directly or indirectly: (A) solicit, hireoffer employment to, retain or attempt take any other action intended (or that a reasonable person acting in like circumstances would expect) to hire have the effect of causing any officer or retain any employee of the Company or its SubsidiariesFLIC, or in any way interfere with the relationship between the Company or any of the Subsidiaries, on the one hand, and any of their respective employees, on the other hand; provided, that the foregoing will not prohibit the Restricted Party or any of its Affiliates from (A) making general solicitations of respective subsidiaries or affiliates, to terminate his or her employment (including through advertisements and with FLIC and/or accept employment agencies) that are not targeted at such employees, and from hiring any such Person as a result of such generalized searches or with another employer; or (B) soliciting become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner or hiring trustee of any Person whose employment savings bank, savings and loan association, savings and loan holding company, commercial bank, credit union, bank or bank holding company, any mortgage or loan broker or any other entity (excluding not-for-profit entities other than credit unions) that competes with the Company business of FLIC or its Subsidiaries any of their direct or indirect subsidiaries or affiliates, or that has been terminated for at least twelve a headquarters, or one or more offices, within 7 New York City or in the Counties of Nassau or Suffolk, New York (12the “Restricted Territory”); or (C) months prior solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the commencement effect of causing any such solicitation customer of FLIC to terminate an existing business or employment discussionscommercial relationship with FLIC. (ii) During the Restricted Period, the Restricted Party agrees that it The restrictions contained in Section 6(a)(i)(B) above shall not, and shall cause its Affiliates not to, directly or indirectly, engage apply in the ownership, management, conduct, operation or control ofevent of a Termination for Cause, or otherwise be involved in (including by acquiring an equity interest in, debt or the event of a portion termination of the assets, rights or properties of, or by forming employment following a joint venture or partnership with, or by providing any loan or other financial assistance to), any of the Persons listed on Section 6(f)(ii) of the Disclosure Schedule (a “Competitive Business”); provided, that this Section 6(f)(ii) shall not prohibit the Restricted Party or its Affiliates from making passive equity investments of less than five percent (5%) of the outstanding equity securities that are traded on a securities exchange, or any interest exchangeable or convertible into or providing the right to receive equity securities representing less than five percent (5%) of such outstanding equity securities, of any company which conducts a Competitive BusinessChange in Control. (iii) During For purposes of this paragraph (a), the “Restricted Period, the Restricted Party agrees that it ” shall not, and shall cause its Affiliates not to, make any statements, orally or in writing, directly or indirectly, about Buyer or its Affiliates or its and its Affiliates’ directors, officers or employees be a period of one (in their capacities as such1) that are false, defamatory, disparaging or reasonably likely to harm Buyer, its business interests or reputation, or the reputation year following Executive’s termination of any of Buyer’s Affiliates or Buyer’s and its Affiliates’ directors, officers or employees (in their capacities as such)employment with FLIC. (iv) Buyer, on the one hand, and the Restricted Party, on the other hand, agree that the duration and geographic scope of the restrictions set forth in Section 6(f)(i) and Section 6(f)(ii) are fair, reasonable and necessary to protect the legitimate business interests of Buyer and the goodwill of the Company and its Subsidiaries. In the event that any court determines that the duration or geographic scope, or both, are unreasonable and that such provision is to that extent unenforceable, the Restricted Party agrees that the provision shall remain in full force and effect for the greatest time period and in the greatest area that would not render it unenforceable. (v) The Restricted Party acknowledges that a remedy at Law for any breach or attempted breach of this Section 6(f) may be inadequate and further agrees that any breach of this Section 6(f) may result in irreparable harm to Buyer, the Company or any of its Subsidiaries, and Buyer may, in addition to any other remedy that may be available to it, be entitled to specific performance and injunctive and other equitable relief in case of any such breach or attempted breach.

Non-Solicitation/Non-Compete. (i) During Executive hereby covenants and agrees that, during the “Restricted Period” and except as provided in clause (ii) below, the Restricted Party agrees that it Executive shall not, and shall cause its Affiliates not towithout the written consent of FLIC, anywhere within the United States of America, either directly or indirectly: (A) solicit, hireoffer employment to, retain or attempt take any other action intended (or that a reasonable person acting in like circumstances would expect) to hire have the effect of causing any officer or retain any employee of the Company or its SubsidiariesFLIC, or in any way interfere with the relationship between the Company or any of the Subsidiaries, on the one hand, and any of their respective employees, on the other hand; provided, that the foregoing will not prohibit the Restricted Party or any of its Affiliates from (A) making general solicitations of respective subsidiaries or affiliates, to terminate his or her employment (including through advertisements and with FLIC and/or accept employment agencies) that are not targeted at such employees, and from hiring any such Person as a result of such generalized searches or with another employer; or (B) soliciting become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner or hiring trustee of any Person whose employment savings bank, savings and loan association, savings and loan holding company, commercial bank, credit union, bank or bank holding company, any mortgage or loan broker or any other entity (excluding not-for-profit entities other than credit unions) that competes with the Company business of FLIC or its Subsidiaries any of their direct or indirect subsidiaries or affiliates, or that has been terminated for at least twelve a headquarters, or one or more 7 offices, within New York City or in the Counties of Nassau or Suffolk, New York (12the “Restricted Territory”); or (C) months prior solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the commencement effect of causing any such solicitation customer of FLIC to terminate an existing business or employment discussionscommercial relationship with FLIC. (ii) During the Restricted Period, the Restricted Party agrees that it The restrictions contained in Section 6(a)(i)(B) above shall not, and shall cause its Affiliates not to, directly or indirectly, engage apply in the ownership, management, conduct, operation or control ofevent of a Termination for Cause, or otherwise be involved in (including by acquiring an equity interest in, debt or the event of a portion termination of the assets, rights or properties of, or by forming employment following a joint venture or partnership with, or by providing any loan or other financial assistance to), any of the Persons listed on Section 6(f)(ii) of the Disclosure Schedule (a “Competitive Business”); provided, that this Section 6(f)(ii) shall not prohibit the Restricted Party or its Affiliates from making passive equity investments of less than five percent (5%) of the outstanding equity securities that are traded on a securities exchange, or any interest exchangeable or convertible into or providing the right to receive equity securities representing less than five percent (5%) of such outstanding equity securities, of any company which conducts a Competitive BusinessChange in Control. (iii) During For purposes of this paragraph (a), the “Restricted Period, the Restricted Party agrees that it ” shall not, and shall cause its Affiliates not to, make any statements, orally or in writing, directly or indirectly, about Buyer or its Affiliates or its and its Affiliates’ directors, officers or employees be a period of one (in their capacities as such1) that are false, defamatory, disparaging or reasonably likely to harm Buyer, its business interests or reputation, or the reputation year following Executive’s termination of any of Buyer’s Affiliates or Buyer’s and its Affiliates’ directors, officers or employees (in their capacities as such). (iv) Buyer, on the one hand, and the Restricted Party, on the other hand, agree that the duration and geographic scope of the restrictions set forth in Section 6(f)(i) and Section 6(f)(ii) are fair, reasonable and necessary to protect the legitimate business interests of Buyer and the goodwill of the Company and its Subsidiariesemployment with FLIC. In the event that any court determines that the duration or geographic scope, or both, are unreasonable and that such provision is to that extent unenforceable, the Restricted Party agrees that the provision shall remain in full force and effect for the greatest time period and in the greatest area that would not render it unenforceable. (v) The Restricted Party acknowledges that a remedy at Law for any breach or attempted breach of this Section 6(f) may be inadequate and further agrees that any breach of this Section 6(f) may result in irreparable harm to Buyer, the Company or any of its Subsidiaries, and Buyer may, in addition to any other remedy that may be available to it, be entitled to specific performance and injunctive and other equitable relief in case of any such breach or attempted breach.