Common use of Non-Solicitation Clause in Contracts

Non-Solicitation. (a) Seller shall not, whether directly or indirectly, during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”), (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business. (b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees. (c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller. (d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.

Non-Solicitation. The Participant covenants and agrees that during his or her employment with the Company or its Affiliates and for a period of twelve (a12) Seller shall notmonths subsequent to the Participant’s Termination of Employment for any reason, whether involuntary or voluntary, the Participant shall not directly or indirectly, during the period beginning on the Closing Date and ending on the second anniversary as an owner, stockholder, director, employee, partner, agent, broker, or consultant recruit, hire or attempt to recruit or hire other employees of the Closing Date (such periodCompany or its Affiliates, nor shall the Participant contact or communicate with any other employees of the Company or its Affiliates for the purpose of inducing other employees to terminate their employment with the Company or its Affiliates. For purposes of this Section 5, “Restricted Period”), (i) solicit other employees” shall refer to employees who are still actively employed by or doing business with the employment of, Company or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted Affiliates at the Initial Restricted Employees; time of the attempted recruiting or (ii) take any action which is intended hiring. In addition, Participant agrees not to induce any Initial Restricted Employee to leave his hire or her employ with the Business. (b) Seller shall notemploy, whether either directly or indirectly, during or aid in the Restricted Period solicit the employment hire or employ of any Additional Restricted Employee without former employee of the prior written consent Company or its Affiliates within 60 days of Buyer; provided, however, that Seller shall not be in breach of former employee's separation date from the Company or its Affiliates. Participant acknowledges and agrees that the damage to Company and its Affiliates if Participant breaches this Section 5 or the non-solicitation obligation under provisions contained in any written agreement by and between the Participant and the Company will be extremely difficult to determine. Therefore, Participant agrees that if Participant violates this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at 5 or the Additional Restricted Employees. (c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth provisions contained in any written agreement by and between the foregoing clause (i) solely Participant and the Company, Participant will pay to the Company the value of the RSUs received and all costs incurred by Company, including its reasonable attorneys' fees, in any claim against Participant or to defend against any claim made by Participant related to the subject-matter herein. To the extent applicable, all Awarded Units shall immediately cease to vest as a result of the date of such breach, and any general solicitation advertisements Vested RSUs that are had not targeted at been converted into Shares prior to the date of such breach and any Seller Engineering Employees, but Buyer Unvested RSUs shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or immediately forfeited and this Agreement (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller. (d) Except as provided in other than the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach provisions of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii5) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall will be automatically extended with respect to such Party for a period of time of the violation from terminated on the date on which of such breach ceasesbreach.

Non-Solicitation. (a) Seller shall not, whether directly or indirectly, during During the period beginning on the Closing Date and ending on the second 18-month anniversary of the Closing Date, and except as otherwise required or permitted by any Ancillary Agreement, Seller and its Affiliates (collectively, the “Restricted Entities”) shall not, directly or indirectly: (i) Induce, solicit or encourage, or attempt to induce, solicit or encourage, any Restricted Customer to (1) use a Restricted Entity to provide any services which are offered by the Companies and the Transferred Subsidiaries as of the Closing Date (such period, the “Restricted PeriodServices”)) or (2) reduce, (i) solicit terminate or adversely modify the employment ofof the Companies or the Transferred Subsidiaries for such services, or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely each case other than as a result consequence of any a general solicitation advertisements that are conducted by a Restricted Entity not targeted specifically directed at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted EmployeesCustomers; or or (ii) take Solicit, hire or attempt to solicit or hire any action which is intended to induce Continuing Employee for employment or in any Initial other capacity (including as an independent contractor or consultant) with a Restricted Employee to leave his or her employ with the Business. (b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of BuyerEntity; provided, however, that Seller the foregoing shall not be apply to any (1) individual whose employment or service was terminated by the Companies or the Transferred Subsidiaries, (2) publishing or posting of open positions in breach the course of its non-solicitation obligation under this Section 6.10(b) solely normal hiring practices which are not specifically sent to, or do not specifically target, Continuing Employees or hiring as a result of any general solicitation advertisements such posting, (3) solicitations made by third-party search firms that are have not targeted at any Additional been directed by Seller or its Affiliates to specifically solicit such individuals or hiring as a result of such solicitations, or (4) individual who approaches a Restricted Employees and Seller shall not Entity seeking to be prohibited from hiring any Additional hired as an employee or in another capacity (including as an independent contractor or consultant) if no Restricted Employees who respond Entity had previously attempted to solicit or hire such general solicitation advertisements not targeted at the Additional Restricted Employeesindividual. (cb) Except as provided in Purchaser agrees that from the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) date hereof until the 18-month anniversary of the Closing Date it shall not, and Buyer shall cause its Affiliates (including the Companies and the Transferred Subsidiaries) not on behalf of BCAto, whether directly or indirectly, during the Restricted Periodsolicit, (i) hire or attempt to solicit the employment of, or hire, hire any employee of Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach or any of its non-solicitation obligation set forth Affiliates who is not a Continuing Employee for employment or in the foregoing clause any other capacity (i) solely including as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; an independent contractor or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller. (d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Sellerconsultant); provided, however, that Buyer the foregoing shall not be apply to any (i) individual whose employment or service was terminated by Seller or its Affiliates, (ii) publishing or posting of open positions in breach the course of normal hiring practices which are not specifically sent to, or do not specifically target, employees of Seller or its non-solicitation obligation under this Section 6.10(d) solely Affiliates or hiring as a result of any general solicitation advertisements such posting, or (iii) solicitations made by third-party search firms that have not been directed by Purchaser or its Affiliates (including the Companies and the Transferred Subsidiaries) to specifically solicit such individuals or hiring as a result of such solicitations. (c) The parties acknowledge that the covenants set forth in this Section 7.7 are an essential element of this Agreement and that, but for the agreement of each party to comply with these covenants, the other party would not targeted at any New Seller Engineering Employees and Buyer have entered into this Agreement. The parties acknowledge that this Section 7.7 constitutes an independent covenant that shall not be prohibited from hiring affected by performance or nonperformance of any New other provision of this Agreement. The existence of any claim or cause of action against one party by the other party, whether predicated on the breach of this Agreement or otherwise, shall not constitute a defense to the enforcement of the covenants contained in this Section 7.7. The parties have independently consulted with their respective counsel and after such consultation agree that the covenants set forth in this Section 7.7 are reasonable and proper in scope, duration, geographical area and in all other respects. If any such covenant is found to be invalid, void or unenforceable in any situation in any jurisdiction by a final determination of a court or any other Governmental Authority of competent jurisdiction, Seller Engineering Employees who respond and Purchaser agree that: (i) such determination shall not affect the validity or enforceability of (1) the offending term or provision in any other situation or in any other jurisdiction or (2) the remaining terms and provisions of this Section 7.7 in any situation in any jurisdiction; (ii) the offending term or provision shall be reformed rather than voided and the court or Governmental Authority making such determination shall have the power to such general solicitation advertisements not targeted at reduce the New Seller Engineering Employees. (e) If Buyer scope, duration or Seller breaches geographical area of any invalid or unenforceable term or provision, to delete specific words or phrases, or to replace any invalid or enforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable provision, in order to render the restrictive covenants set forth in this Section 6.10, then 7.7 enforceable to the non-breaching Party shall have the following rights fullest extent permitted by applicable Law; and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (iiii) the right and remedy to have the restrictive covenant covenants set forth in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders 7.7 shall be enforceable as so modified. (d) The parties hereby acknowledge and injunctions by any court of competent jurisdiction, it being agreed by the Parties agree that irreparable damage would occur if this Section 7.7 were not performed in accordance with its specific terms and that any breach of this Section 6.10 would cause irreparable injury 7.7 by the other party could not be adequately compensated in all cases by monetary damages alone. Accordingly, in addition to the non-breaching Party and that money damages would not provide an adequate any other right or remedy to the non-breaching Partywhich such party may be entitled, and (ii) the right and remedy at law or in equity or under this Agreement, such party shall be entitled to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing enforce this Section 6.107.7 by a decree of specific performance and to temporary, preliminary and permanent injunctive relief to prevent breaches or threatened breaches of this Section 7.7, without posting any bond or other undertaking. (fe) Each Party agrees thatFor the avoidance of doubt, in none of the event a court of competent jurisdiction declares there has been a breach restrictions imposed by such Party applicable subsections of this Section 6.10, the term 7.7 shall apply to any Person that is an Affiliate of any a party to this Agreement if such term or covenant so breached shall Person ceases to be automatically extended with respect to an Affiliate of such Party for a period of time of the violation from the date on which such breach ceasesparty.

Non-Solicitation. (a) For a period of 18 months from and after the Closing, each of Seller Parent and Seller shall not, whether directly or indirectlyand shall cause their respective Subsidiaries not to, during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”), (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of BuyerPurchaser, provideddirectly or indirectly, however, that Seller shall not in any manner solicit or cause to be in breach solicited any Person who is employed by an Acquired Company as of its the Closing (other than non-management employees whose annual base compensation is less than $75,000 and who are not involved in research and development). Notwithstanding the foregoing, the restrictions on solicitation obligation set forth in the foregoing clause immediately preceding sentence shall not prohibit Seller Parent, Seller or any of their respective Subsidiaries from: (i) solely as a result engaging in general solicitations of employment not specifically directed toward the employees of the Acquired Companies; (ii) soliciting any general solicitation advertisements person who is referred to Seller or any of its Affiliates by search firms, employment agencies or other similar entities, provided that are such entities have not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond been specifically instructed to solicit such general solicitation advertisements not targeted at the Initial Restricted Employeesperson; or (iiiii) take soliciting any action person after the date that is 90 days following the date upon which is intended to induce any Initial Restricted Employee to leave his or her employ such person’s employment with the Businessan Acquired Company has ended. (b) Seller For a period of 18 months from and after the Closing, Purchaser shall not, whether directly or indirectlyand shall cause its respective Subsidiaries and parent companies not to, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; providedSeller Parent, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees. (c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) in any manner solicit the employment of, or hire, cause to be solicited any Person who is employed by Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach Parent or one of its Subsidiaries (other than the Acquired Companies) as of the Closing (other than non-management employees whose annual base compensation is less than $75,000 and who are not involved in research and development). Notwithstanding the foregoing, the restrictions on solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller. (d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer immediately preceding sentence shall not on behalf of BCA, whether directly prohibit Purchaser or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer Subsidiaries or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actionsparent companies from: (i) engaging in general solicitations of employment not specifically directed toward the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court employees of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and Seller Parent or its Subsidiaries; (ii) the right and remedy soliciting any person who is referred to collect from the breaching Party Purchaser or any of its Affiliates by search firms, employment agencies or other similar entities, provided that such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10. entities have not been specifically instructed to solicit such person; or (fiii) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of soliciting any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from person after the date on that is 90 days following the date upon which such breach ceasesperson’s employment with Seller Parent, or one of Seller Parent’s Affiliates or Subsidiaries, has ended.

Non-Solicitation. (a) Seller shall notExecutive acknowledges and understands that, whether directly or indirectlyin view of Executive’s position with the Company, during the period beginning on the Closing Date and ending on the second anniversary Executive has been afforded access to confidential information of the Closing Company and its affiliates, tenants and customers. Executive therefore agrees that for a period of 12 months after the later of the Separation Date or the date when the Executive ceases providing consulting services (such period, the “Restricted Period”), (i) solicit the employment ofExecutive will not, or hire, any Initial Restricted Employee without the express prior written consent of Buyerthe Company, provideddirectly or indirectly: (i) solicit, howeverinduce, or assist any third person in soliciting or inducing any person that Seller is (or was at any time within the 12 months prior to the solicitation or inducement) an employee, consultant, independent contractor or agent of the Company or its affiliates or direct or indirect subsidiaries (individually and collectively referred to herein with the Company as the “Vornado Group”) to leave the employment of the Vornado Group or cease performing services as an independent contractor, consultant or agent of the Vornado Group; for avoidance of doubt, the referral of a vendor, supplier or other consultant to a third party shall not be a violation of this section so long as Executive does not intentionally induce the vendor, supplier or consultant to cease doing business with the Vornado Group; (ii) hire, engage, or assist any third party in breach hiring or engaging, any individual that is or was (at any time within 12 months prior to the attempted hiring) an employee of its the Vornado Group; or (iii) solicit or interfere with the Vornado Group’s relationships with, or endeavor to entice away from the Vornado Group for a competing business, any person or entity that is or was (at any time within the 12-month period preceding the later of the Separation Date or the termination date of the Consulting Agreement, a tenant or customer or “Prospective Tenant or Customer” (as defined below) of the Vornado Group. A “Prospective Tenant or Customer” is any individual or entity with respect to whom or which the Vornado Group was engaged in meaningful solicitation at any time during the 12 month period preceding the later of the Separation Date or the termination date of the Consulting Agreement and in which solicitation Executive was in any way involved or of which Executive otherwise had any knowledge or reasonably should have had any knowledge. The provisions of Sections 8 and 9 shall be in addition to any confidentiality and non-solicitation obligation terms set forth in any other agreement between Executive and the foregoing clause (i) solely as a result Vornado Group, including without limitation the Employment Agreement and the Consulting Agreement. Without limitation of the foregoing, Executive agrees that the restrictions contained in Sections 8 and 9 of this Agreement are necessary and appropriate to protect the Vornado Group’s business and goodwill and Executive considers them reasonable for such purpose. Executive agrees that the restrictions contained in this Agreement will not prevent Executive from obtaining gainful employment. Executive agrees that in any action seeking specific performance or other equitable relief, Executive will not assert or contend that any of the provisions of Sections 8 and 9 of this Agreement are unreasonable or otherwise unenforceable. Executive further agrees that in the event of Executive’s breach or threatened breach of any general solicitation advertisements of the provisions of Sections 8 or 9 of this Agreement, the Vornado Group would suffer substantial irreparable harm and would not have an adequate remedy at law for such breach. In recognition of the foregoing, Executive agrees that are not targeted in the event of a breach or threatened breach of any of those provisions by Executive, in addition to such other remedies that the Vornado Group may have at law, without posting any Initial Restricted Employeesbond or security, but Seller the Vornado Group shall be prohibited from hiring entitled to seek and obtain equitable relief, in the form of specific performance, or temporary, preliminary or permanent injunctive relief, or any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action other equitable remedy which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business. (b) Seller shall notthen may be available, whether as well as attorneys’ fees and costs and an equitable accounting of all earnings, profits and other benefits arising, directly or indirectly, during the Restricted Period solicit the employment from such breach. The seeking of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller such injunction or order shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees affect the Vornado Group’s right to seek and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees. (c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not obtain damages or other equitable relief on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller. (d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term account of any such term actual or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceasesthreatened breach.

Non-Solicitation. (a) Seller shall not, whether directly or indirectly, during If the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”), (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its Grantee has an Employment Agreement which contains a non-solicitation obligation set forth in provision, then the foregoing clause (i) solely as a result terms of any general such Employment Agreement shall govern the terms of this non-solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business. (b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyerprovision; provided, however, that Seller shall if the Grantee is not be in breach of its a party to any such Employment Agreement or such Employment Agreement does not contain a non-solicitation obligation under this Section 6.10(bprovision, then the Grantee agrees that during the Grantee’s employment (including any applicable Notice Period), and for six (6) solely as a result of months following any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at termination thereof, the Additional Restricted Employees. (c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) Grantee shall not, and Buyer shall not on behalf of BCAwithout the Company’s prior written consent, whether directly or indirectlyindirectly (1) solicit or induce, during or cause others to solicit or induce, any director, officer, or employee of the Restricted PeriodCompany or any Affiliate, to leave the Company or such Affiliate or in any way modify his relationship with the Company or such Affiliate, (i2) hire or cause others to hire any director, officer, or employee of the Company or any Affiliate, (3) encourage or assist in the hiring process of any director, officer, or employee of the Company or any Affiliate, or in the modification of any such person’s relationship with the Company or such Affiliate, or cause others to participate, encourage, or assist in the hiring process of any director, officer, or employee of the Company or any Affiliate, (4) interfere in any way with the rendering of professional services by or to the Company or any Affiliate by any client, prospective client, consultant, independent contractor, or vendor, or his or its respective individual employees, or (5) solicit the employment oftrade or patronage of any client or customer or any prospective client or customer of the Company or any Affiliate (for this purpose a prospective client or customer shall only include prospective clients or customers who were actively solicited within the six (6) month period prior to the Grantee’s termination where the Grantee participated in or was aware of such solicitation), for purposes of engaging in any business relationship with respect to any products, services, trade secrets, or hireother matters in which the Company or such Affiliate is active, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond provides or has committed plans to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller. (d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Sellerprovide; provided, however, that Buyer if Grantee’s new employer solicits a client or customer without Grantee’s knowledge and without Grantee’s participation, then such client or customer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as deemed to be a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer client or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law customer or in equity prospective client or customer for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach purposes of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.2.3(a)(5).][FOR EMPLOYEES ONLY]

Non-Solicitation. (ai) Each Seller shall notnot and each Seller shall cause its Affiliates not to, whether directly or indirectly, on behalf of itself or any other Person solicit or attempt to solicit during the period beginning on the Closing Date date hereof and ending on the second thirty-month anniversary of the Closing Date date hereof (such period, the “Restricted Period”), the employment of any Transferred Employee or otherwise encourage, induce, solicit or attempt to encourage, induce or solicit any Transferred Employee to leave the employment of or engagement with Buyer or any of its Affiliates; and (ii) Each of the parties agree that during the period beginning on the date hereof and ending on the one-year anniversary of the date hereof, Buyer and each Seller (Buyer on the one hand, and each Seller, on the other hand, each an “Employer” with respect to its Restricted Employee) shall not and shall cause their respective Affiliates not to, directly or indirectly, on behalf of itself or any other Person solicit or attempt to solicit, the employment of any Restricted Employee or otherwise encourage, induce, solicit or attempt to encourage, induce or solicit any Restricted Employee to leave the employment of or engagement with Buyer or any of its Affiliates; provided, however, the foregoing restrictions in clauses (i) solicit and (ii) shall not apply to (A) any general advertisement or use of search firms or recruiters (or hiring as a result thereof) which is not directed at Transferred Employees or Restricted Employees or (B) the employment of, hiring of any Transferred Employee or hire, any Initial Restricted Employee without with the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business. (b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees. (c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller. (d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any as the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach case may be. For purposes of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.105.1(b)(ii), the term “Restricted Employee” shall mean any employee of any such term or covenant so breached shall be automatically extended Employer with respect to such Party for a period of time whom the other party had contact during the course of the violation from Marketing Agreement or during the date on which such breach ceasesnegotiation of the transactions contemplated in this Agreement.

Non-Solicitation. (a) Seller For a period of one year from the Closing, Sellers shall not, whether and Sellers shall cause each of their Affiliates not to, directly or indirectlyindirectly perform any action, during activity or course of conduct consisting of or encouraging the period beginning on the Closing Date and ending on the second anniversary following: (A) soliciting or recruiting any key employees of the Closing Date Business (such periodas continued following the Closing); or (B) soliciting or directly encouraging any key employees of the Business (as continued following the Closing) to leave the employment of Purchaser, a Purchased Business Company, or any of their respective Affiliates; and for a period of six months from the “Restricted Period”Closing, Sellers shall not, and Sellers shall cause each of their Affiliates not to, directly or indirectly perform any action, activity or course of conduct consisting of or encouraging the following: (X) soliciting or recruiting any employees of the Business (as continued following the Closing); or (Y) soliciting or directly encouraging any employees of the Business (as continued following the Closing) to leave the employment of Purchaser or a Purchased Business Company. For purposes hereof, a key employee of the Business (as continued following the Closing) shall include any officer or director of Purchaser, a Purchased Business Company or any of their respective Affiliates and any employee involved in the Business (as continued following the Closing) who has management or supervisory responsibilities, including division or group managers. The foregoing shall not prohibit (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are to the public of general advertising or similar methods of solicitation by search firms not targeted specifically directed at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at employees of the Initial Restricted Employees; Business (as continued following the Closing) or (ii) take Sellers or any action which is intended of their Affiliates from soliciting, recruiting, or hiring any employee of the Business (as continued following the Closing) who has ceased to induce any Initial Restricted Employee to leave his be employed or her employ with retained by Purchaser, the BusinessPurchased Company or their Affiliates (as the case may be) for at least three months. (b) Seller shall notNotwithstanding anything contained in this Agreement to the contrary, whether directly or indirectly, during the Restricted Period solicit parties hereto recognize and agree that in the employment event of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in a breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees. (c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller. (d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions 5.09 by any court of competent jurisdictionparty, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide be an adequate remedy to the non-breaching Partyinjured party for such breach and, and (ii) even if money damages were adequate, it would be impossible to ascertain or measure with any degree of accuracy the right and remedy to collect from the breaching Party any damages sustained by such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10. (f) Each Party agrees thatinjured party therefrom. Accordingly, in the event a court of competent jurisdiction declares if there has been should be a breach or threatened breach by such Party any party of any provisions of this Section 6.105.09, the term of any such term or covenant so breached injured party shall be automatically extended entitled, either with respect or without pursuing any potential damage remedies, to such Party for immediately obtain an injunction prohibiting the breaching party from violating this section without showing or proving actual damage sustained by the injured party. Nothing in the preceding sentence shall limit or otherwise affect any remedies that a period of time of the violation from the date on which such breach ceasesparty may otherwise have under applicable law.

Non-Solicitation. (a) The Seller shall not and shall cause ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and his controlled Affiliates (the “Restricted Parties”) not to, prior to the one (1)-year anniversary of the Closing Date, solicit employment of employees (x) of the Company or any Company Subsidiary or (y) either of the Buyers or their respective Affiliates; provided, however, that the restrictions contained in this Section 6.17(a) shall not apply to (a) general solicitations not specifically directed to any employee of the Company or any Company Subsidiary or either of the Buyers or their respective Affiliates, and (b) any solicitation of an individual who is not employed by the Company or any Company Subsidiary or either of the Buyers or their respective Affiliates at the time of such solicitation of that individual and so long as such party did not cause, induce or attempt to cause or induce such employee to no longer be employed by such other party. (b) The OpCo Buyer shall not, whether directly or indirectlyand shall cause its controlled Affiliates not to, during prior to the period beginning on the Closing Date and ending on the second one (1)-year anniversary of the Closing Date (or such period, other date as mutually agreed by the “Restricted Period”Seller and OpCo Buyer), (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business. (b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent employees of Buyer▇▇▇▇ Entertainment LLC; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees. (c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller. (d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth restrictions contained in this Section 6.10, then the non-breaching Party 6.17(b) shall have the following rights and remedies against the breaching Party, each of which shall be independent not apply to (a) general solicitations not specifically directed to any employee of the others and severally enforceableCompany or any Company Subsidiary or either of the Buyers or their respective Affiliates, and each (b) any solicitation or hiring of an individual who is not employed by the Company or any Company Subsidiary or either of the following rights Buyers or their respective Affiliates at the time of such solicitation or hiring of that individual and remedies is in addition toso long as such party did not cause, and not in lieu of, any induce or attempt to cause or induce such employee to no longer be employed by such other rights and remedies otherwise available party. Notwithstanding anything to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant contrary in this Section 6.10 specifically enforced against such breaching Party6.17(b), including temporary restraining orders and injunctions by any court the OpCo Buyer may solicit employment of competent jurisdiction, it being agreed by the Parties that any breach employees of this Section 6.10 would cause irreparable injury ▇▇▇▇ Entertainment LLC prior to the non-breaching Party and that money damages would end of such period if such employment does not provide an adequate remedy commence prior to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any end of such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10period. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.

Non-Solicitation. (a) Except while acting on behalf of the Surviving Corporation or its subsidiaries in its capacity as an officer, director, employee or other agent of such Person, each Seller agrees that, for a one (1) year period commencing on Closing Date, such Seller shall notnot solicit, seek to hire or hire, whether directly as an employee, agent, independent contractor, manager, partner, venturer or indirectlyotherwise, during the period beginning on the Closing Date and ending on the second anniversary any of the Closing Date retained employees set forth on Exhibit D (such periodeach, the a “Restricted PeriodEmployee”), (i) solicit unless Buyer or the employment of, or hire, any Initial Restricted Employee without the prior Surviving Corporation gives its written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; employment or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business. (b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment offer of any Additional Restricted Employee without the prior written consent of Buyeremployment; provided, however, that Seller the provisions of this subsection (a) shall not be in breach apply to the solicitation or hiring of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees. (c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit any Restricted Employee after the employment of, or hire, any Seller Engineering Employees without expiration of one hundred and eighty (180) days from the prior written consent of Seller, provided, however, that Buyer shall not time such Restricted Employee ceases to be in breach of its non-solicitation obligation set forth in employed by the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; Company or (ii) take any action which Restricted Employee who responds to a general solicitation that is intended a public solicitation of prospective employees and not directed specifically to induce employees of the Company or any Seller Engineering Employee to leave his or her employ with SellerSubsidiary. (db) Except as provided in Each Seller acknowledges that (a) the Transition Services Agreement, BCA shall notprovisions of this Section 7 are reasonable and necessary to protect the legitimate interests of Buyer and the Surviving Corporation, and (b) any violation of this Section 7 will result in irreparable injury to Buyer, the exact amount of which will be difficult to ascertain, and the remedies at law for any such violation would not be reasonable or adequate compensation to Buyer for such a violation. Accordingly, each Seller agrees that if it violates the provisions of this Section 7, in addition to any other remedy which may be available at law or in equity, Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of be entitled to seek specific performance and injunctive relief in any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be action instituted in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Partywithout posting bond or other security, and (ii) without the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result necessity of enforcing this Section 6.10proving actual damages. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.

Non-Solicitation. (a) Seller shall not, whether directly or indirectly, during Until the period beginning on later of (x) the Closing Date expiration of the Standstill Period and ending on (y) the second (2nd) anniversary of the Closing Date (such periodDate, the “Restricted Period”)Investor covenants and agrees that, (i) solicit to the employment offullest extent permitted by Applicable Law, or hirethe Investor shall not, any Initial Restricted Employee and shall cause its Affiliates not to, without the prior written consent of BuyerParent, directly or indirectly (whether alone or jointly with another Person), (a) hire or solicit for employment (whether as an officer, employee or consultant or other independent contractor) any individual who is an employee or officer of Parent or any of its Affiliates, including the Company and its Subsidiaries, as of immediately following the Closing with a title of Vice President or more senior and, solely with respect to such employees or officers of Parent or any of its Affiliates who as of immediately prior to the Closing were not employees or officers of the Company or any of its Subsidiaries, with whom the Investor has had contact or who (or whose performance) became known to the Investor in connection with the negotiation of the transactions contemplated by the Merger Agreement or (b) otherwise knowingly encourage any such individual to terminate his or her employment or service to Parent or its Affiliates; provided, however, that Seller the restrictions of this Section 3.2(a) shall not be in breach of its non-solicitation obligation set forth in the foregoing clause prohibit (i) solely as a result solicitation of any individual through any general solicitation advertisements that are advertisement, or any search firm, placement agency or recruiting agency engagement which, in any such case, is not directed or targeted at any Initial Restricted Employeessuch individual, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take solicitation of or hiring any action which is intended individual whose employment with Parent or its applicable Affiliate terminated after the Closing and at least six (6) months prior to induce the commencement of employment discussions with such individual or (iii) solicitation of or hiring any Initial Restricted Employee individual who has, without any encouragement from the Investor or any of its Affiliates, relocated (on a full-time basis) or otherwise changed their permanent residence to leave his or her employ with the BusinessIsrael. (b) Seller Until the second (2nd) anniversary of the Closing Date, Parent covenants and agrees that, to the fullest extent permitted by Applicable Law, Parent shall not, whether directly or indirectlyand shall cause its Affiliates not to, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyerthe Investor, directly or indirectly (whether alone or jointly with another Person), (a) hire or solicit for employment (whether as an officer, employee or consultant or other independent contractor) any individual who is an employee or officer of the Investor or any of its Affiliates as of immediately following the Closing constituting a “Forum 100” or more senior employee or officer and with whom Parent has had contact or who (or whose performance) became known to Parent in connection with the negotiation of the transactions contemplated by the Merger Agreement or (b) otherwise knowingly encourage any such individual to terminate his or her employment or service to the Investor or its Affiliates; provided, however, that Seller the restrictions of this Section 3.2(b) shall not be in breach of its non-prohibit (i) solicitation obligation under this Section 6.10(b) solely as a result of any individual through any general solicitation advertisements that are advertisement, or any search firm, placement agency or recruiting agency engagement which, in any such case, is not directed or targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees. (c) Except as provided in the Transition Services Agreementindividual, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take solicitation of or hiring any action which is intended individual whose employment with the Investor or its applicable Affiliate terminated after the Closing and at least six (6) months prior to induce the commencement of employment discussions with such individual or (iii) solicitation of or hiring any Seller Engineering Employee to leave his individual who has, without any encouragement from Parent or her employ with Seller. (d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its nonAffiliates, relocated (on a full-solicitation obligation under this Section 6.10(dtime basis) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury changed their permanent address to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.U.S.

Non-Solicitation. (a) Seller shall For a period of two (2) years following the Closing Date, Buyer will not, whether and will cause all of its Subsidiaries and its and such Subsidiaries’ respective officers and directors not to, and shall not authorize or permit its Representatives to, directly or indirectly, during hire, retain, employ or solicit to employ or hire or retain any of the period beginning on the Closing Date employees of Seller and ending on the second anniversary its Affiliates as of the Closing Date (such period, the “Restricted Period”), (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business. (b) Seller shall not, whether directly or indirectly, time during the Restricted Period solicit twelve (12) month period ending on the employment of any Additional Restricted Employee without the prior written consent of BuyerClosing Date; provided, however, that Seller this provision shall not be in breach apply to (i) general solicitations of employment not specifically directed towards employees of Seller and its Affiliates or (ii) any such individual whose employment relationship is terminated by Seller or any of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at Affiliates following the Additional Restricted EmployeesClosing. (cb) Except as provided in with respect to the Transition Services Agreementindividuals set forth on Schedule 7.8, Boeing Commercial Airplanes for a period of two (“BCA”2) shall years following the Closing Date, Seller will not, and Buyer will cause all of its Subsidiaries and its and such Subsidiaries’ respective officers and directors not to, and shall not on behalf of BCAauthorize or permit its Representatives to, whether directly or indirectly, hire, retain, employ or solicit to employ or hire or retain any of the employees of Buyer and its Affiliates as of the Closing Date (including, for this purpose, the persons on the Agreed List of Employees) or any time during the Restricted Period, twelve (i12) solicit month period ending on the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller. (d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of SellerClosing Date; provided, however, that Buyer this provision shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond apply to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right general solicitations of employment not specifically directed towards employees of Buyer and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and its Affiliates or (ii) the right and remedy to collect from the breaching Party any such Losses incurred individual whose employment relationship is terminated by Buyer or any of its Affiliates following the non-breaching Party as a result of enforcing this Section 6.10Closing. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.

Non-Solicitation. (a) Seller Executive shall not, whether during the Term and the Non-Solicitation Period (as hereinafter defined), directly or indirectly, either as an individual for Executive’s own account, or as an employee, agent, independent contractor or consultant of or for any person or Legal Entity, or as an officer, director, stockholder, owner or member of any Legal Entity: (1) call upon or solicit for the purpose of obtaining Business from any person or Legal Entity that is a customer of the Company for which the Executive had responsibility, or with which the Executive had business-related contact on behalf of the Company or a Subsidiary, or about which the Executive had access to Protected Confidential Information or Proprietary Information (a “Protected Customer”) during the two (2) year period beginning on prior to the Closing Date and ending on the second anniversary termination date of the Closing Date Executive's employment; (such period2) divert or take away from the Company or a Subsidiary any existing Business between the Company or a Subsidiary, and a Protected Customer; (3) call upon or solicit for the purpose of obtaining Business from any person or Legal Entity that directly or indirectly referred Business to the Company or a Subsidiary, or with which the Executive had business-related contact, or about which the Executive had access to Proprietary Information (a “Restricted PeriodProtected Referral Source”), during the two (i2) year period prior to the termination of Executive’s employment; (4) divert or take away from the Company or a Subsidiary any existing Business between the Company or a Subsidiary, and a Protected Referral Source; (5) solicit or induce any Protected Customer or Protected Referral Source to terminate or not renew or continue any Business with the employment ofCompany or any Subsidiary, or to terminate or not renew or continue any contractual relationship with the Company or any Subsidiary; (6) solicit for hire, or assist or cause any person or Legal Entity with which Executive is affiliated or associated in soliciting for hire, any Initial Restricted Employee without person employed by the prior written consent Company or a Subsidiary on the termination date of Buyerthe Executive’s employment, providedwith whom the Executive had responsibility, howeveror with whom the Executive had business-related contact, that Seller shall not be in breach of its non-solicitation obligation set forth in or about whom the foregoing clause Executive had Proprietary Information (ia “Protected Employee”); (7) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; solicit or (ii) take any action which is intended to induce any Initial Restricted Protected Employee to leave terminate his or her employ employment with the Business.Company or any Subsidiary; or (b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond 8) attempt to such general solicitation advertisements not targeted at the Additional Restricted Employees. (c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment ofdo, or hireconspire with or aid and abet others in doing or attempting to do, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller. (d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10foregoing. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.

Non-Solicitation. Each of the Buyer Parties agree that: (a) Seller shall not, whether directly or indirectly, during for the period beginning commencing on the Closing Date date of this Agreement and ending expiring on the second thirty-sixth month anniversary of the Closing Date (such periodDate, the “Restricted Period”), (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of BuyerSeller Parent, provided, however, that Seller shall not be in breach neither it nor any of its non-solicitation obligation set forth in Affiliates (including the foregoing clause Transferred Entities following the Closing) shall, directly or indirectly, (iA) solely as a result induce or encourage or solicit any Person who is an employee of any general solicitation advertisements that are not targeted at of the Seller Parties (other than a Transferred Employee) or any Initial Restricted Employees, but Seller shall be prohibited from hiring of their respective Affiliates to leave such employee’s employment or to accept any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at other position or employment with a Buyer Party or any of its Affiliates (including the Initial Restricted Employees; Transferred Entities following the Closing) or (iiB) take hire or assist any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business.other Person in hiring such employee; (b) Seller shall notfor the period commencing on the date of this Agreement and expiring at the Closing, whether neither it nor any of its Affiliates shall, directly or indirectly, during (A) induce or encourage or solicit any Employee to leave such Employee’s employment with any Seller Party or any of its Affiliates (including the Restricted Period solicit Transferred Entities) prior to the employment Closing or (B) hire or assist any other Person in hiring such Employee; and (c) if this Agreement is terminated prior to the Closing, for a period commencing on the date on which this Agreement is terminated and expiring on the second anniversary of any Additional Restricted Employee such termination, without the prior written consent of BuyerSeller Parent, neither it nor any of its Affiliates shall, directly or indirectly, (A) induce or encourage or solicit any Employee to leave such Employee’s employment or to accept any other position or employment with a Buyer Party or any of its Affiliates or (B) hire or assist any other Person in hiring such Employee; provided, however, that Seller this Section 6.17 shall not apply to employees (including Employees) who have not been employed by any Seller Party or any of their respective Affiliates at any time during the six months prior to the applicable inducing, encouraging, soliciting or hiring, (y) shall not apply to Persons whose employment was terminated by any Seller Party or any of their respective Affiliates and (z) shall not prohibit general solicitations for employment through advertisements or other means (including the hiring of any Person resulting therefrom that is not known to be in breach an employee of its the Seller Parties, to the extent the solicitation is non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employeestargeted). (c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller. (d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.

Non-Solicitation. Service Provider agrees and undertakes to Client, for the term of this agreement and any renewal thereof, and for a period of one (a1) Seller year following its termination, not to solicit, do business with or attempt to do business with, at any location whatsoever, directly or indirectly and in any manner whatsoever, with Client’s client during the project being conducted. Also, Service Provider shall notnot solicit or hire in any way, whether directly or indirectly, during as an employee, consultant or any other title whatsoever, any of the employees, directors, executives or other people (hereafter collectively the “Employees” for the purposes of this article) working full or part time for Client (or Client’s client) at the time when the period beginning on the Closing Date and ending on the second anniversary of the Closing Date one (such period, the “Restricted Period”), (i1) solicit the employment of, year begins or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth having thus worked in the foregoing clause twelve (i12) solely as a result of any general solicitation advertisements months preceding that are not targeted at any Initial Restricted Employeestime, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business. (b) Seller shall notand in no way will attempt to, whether directly or indirectly, encourage one or other of said Employees to leave their job. For the purposes of the preceding provisions: Any member of Client’s (of Client’s client’s) personnel who agrees, during the Restricted Period solicit above-mentioned period of prohibition, to work or provide any service whatsoever for monetary or other compensation to any person but Client (or Client’s client), in which the employment of any Additional Restricted Employee without the prior written consent of Buyer; provideddefaulting Service Provider might have, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees. (c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during any interest, whether as an owner, investor, shareholder, director, employee or in another manner, will be construed to have been solicited; Any person having retained the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth Client’s services in the foregoing clause two (i2) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller. (d) Except as provided in years preceding the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent start of the others and severally enforceableabovementioned period of prohibition will be construed to be a client of Client; Service Provider acknowledges that any contravention on its part of this non solicitation agreement will result for it, and each of the following rights and remedies is in addition to, and not in lieu of, without prejudice to any other rights and remedies otherwise available to such non-breaching Party at Law or the intermediary, in equity for such actions: the imposition of a penalty of one thousand dollars (i$1,000.00) per day of violation of the right performance of the obligations set forth in the provisions of articles 8.1 and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10. (f) Each Party agrees that8.2 herein. Consequently, in the event of such failure confirmed by a court or by an arbitration board, Service Provider shall give Client the amount of competent jurisdiction declares there has been a breach by such Party one thousand dollars ($1,000.00) per day of this Section 6.10violation of the performance of the obligations, without prejudice to the term of rights and remedies, Service Provider’s fees, injunction proceedings, damages or any such term or covenant so breached shall be automatically extended with respect other remedy related to such Party for a period violation or threat of time violation. The non-solicitation clause is not mandatory but strongly recommended. It is only given here as an example. It is one of the violation from key aspects of the date on which such breach ceasesagreement that should be considered to demonstrate the service provider’s integrity to the client.

Non-Solicitation. During the Restricted Period, each Party shall not, and shall cause its Subsidiaries not to, directly or indirectly: (a) Seller shall notsolicit, whether directly cause, induce or indirectlyattempt to solicit, during cause or induce any customer, supplier, licensee, licensor, franchisee, employee, consultant or other Person who is a business relation of the period beginning on other Party or any of its Subsidiaries as of and giving effect to the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”), to (i) solicit cease doing business with the employment of, other Party or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted EmployeesSubsidiaries, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take to engage in business with any action which is intended competitor of the other Party or any of its Subsidiaries (but solely with respect to induce any Initial Restricted Employee to leave his a Competing Business) or her employ (iii) materially and adversely interfere with the Business.relationship between any such customer, supplier, licensee, licensor, franchisee, employee, consultant or business relation of the other Party or any of its Subsidiaries; or (b) Seller shall notsolicit for employment or attempt to solicit otherwise, whether directly endeavor to entice away from the other Party or indirectlyany of its Subsidiaries, hire or retain any Person who is a director, officer, employee, full-time consultant or contractor, agent or other personnel of the other Party or any of its Subsidiaries (“Restricted Personnel”) as of the Closing or during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted EmployeesPeriod. (c) Except as provided in Notwithstanding the Transition Services Agreementforegoing, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer this Section 5.11 shall not on behalf of BCA, whether directly prohibit either Party or indirectly, during the Restricted Period, its Affiliates from (i) solicit soliciting any Restricted Personnel of the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as other Party through a result of any general solicitation advertisements that are advertisement not targeted at any Seller Engineering Employeessuch Restricted Personnel, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take hiring or retaining any action which is intended Restricted Personnel that respond to induce any Seller Engineering Employee such general advertisement, or (iii) soliciting, hiring or retaining any Person that has not served as a director, officer, employee, consultant, contract, agent or as other personnel of the other Party for at least six (6) months prior to leave his such solicitation or her employ with Selleremployment. (d) Except as provided Each Party hereby acknowledges and agrees that the restrictive period of time, geographic scope and scope of restricted activity specified herein are reasonable and necessary in view of the Transition Services Agreement, BCA shall not, Transactions and Buyer shall the nature of the business in which each Party is engaged. Each Party acknowledges and agrees that the other would not on behalf of BCA, whether directly or indirectly, during have entered into this Agreement but for such Party’s agreements and obligations pursuant to this Section 5.11. If the Restricted Period, solicit the employment scope of any New Seller Engineering Employees without the prior written consent stated restriction is too broad to permit enforcement of Seller; provided, however, that Buyer shall not be in breach of such restriction(s) to its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10full extent, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which Parties agree that such restriction shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury and/or modified to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred maximum extent permitted by the non-breaching Party as a result of enforcing this Section 6.10. (f) Each Party agrees law. The Parties agree that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.105.11, the term Restricted Period (for purposes of any such term or covenant so breached this Section 5.11 and only with respect to the breaching party) shall be automatically extended with respect to such Party for a the breaching party by the period of time of the violation from the date on which such breach ceasesbreach.

Non-Solicitation. (a) Seller shall not, whether and shall cause its Affiliates not to, directly or indirectly, during the period beginning on from the Closing Date and ending on until the second anniversary of the Closing Date Date, contact, approach or solicit for the purpose of offering employment to or hiring (such periodwhether as an employee, the “Restricted Period”consultant, agent, independent contractor or otherwise), (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause person employed by Buyer (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond with respect to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business) or the Longhorn Entities (or their respective Affiliates or successors-in-interest to the extent related to the Business) (other than employees whose annual base compensation is less than $75,000). (b) Seller Buyer shall not, whether and shall cause its Affiliates not to, directly or indirectly, during the Restricted Period period from the Closing Date until the second anniversary of the Closing Date, contact, approach or solicit for the purpose of offering employment of to or hiring (whether as an employee, consultant, agent, independent contractor or otherwise), or hire, any Additional Restricted Employee without the prior written consent of Buyer; providedperson employed by Seller (or its Affiliates or successors-in-interest), however, that Seller shall not be in breach either case for a position with Buyer or any of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond Affiliates related to such general solicitation advertisements not targeted at the Additional Restricted EmployeesBusiness (other than employees whose annual base compensation is less than $75,000). (c) Except as provided in Notwithstanding the Transition Services Agreementforegoing, Boeing Commercial Airplanes (“BCA”the Parties agree that the provisions of Section 9.7(a) and Section 9.7(b) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, prohibit (i) solicit the hiring of a person whose employment ofwas terminated by his or her respective employer (or its Affiliates) and who was not solicited by the other party (or its Affiliates in violation of Section 9.7(a) or (b), or hireas applicable, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take solicitation by way of general advertising, including general solicitations in any action local, regional or national newspapers or other publications or circulars or on internet sites or any search firm engagement which is intended to induce any not directed or focused on employees of Buyer, or Seller Engineering Employee to leave his or her employ with Sellertheir respective Affiliates as applicable. (d) Except as provided in The Parties agree that the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during restraints created by the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.109.7 are no greater than necessary to protect the Parties’ respective legitimate interests, then the non-breaching Party shall have the following rights that damages would be an inadequate remedy and remedies against the breaching Party, each of which that a Person seeking to enforce this Section 9.7 shall be independent entitled to seek specific performance and injunctive relief as remedies for any breach hereof. Furthermore, the Parties agree that such covenants do not hinder, or otherwise cause hardship to, any party or its Affiliates with respect to finding other employees or any party’s or its Affiliates’ employees with respect to finding employment elsewhere. Similarly, the Parties agree that no party’s need for the protection afforded by the covenants of this Section 9.7 is outweighed by either the hardship to any other party or its Affiliates or any public interest. The existence of any claim or cause of action of a party against another party, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by a party of the others covenants contained in this Section 9.7. Should any portion of the covenants in this Section 9.7 be held to be wholly or partially invalid or unenforceable because such portion is held to be overly broad or unreasonable in scope, such holding shall not invalidate or void the remainder of this Section 9.7 or this Agreement, and severally the portions held to be overly broad or unreasonable in scope shall be revised and reduced in scope so as to be valid and enforceable, and each of the following rights and remedies is in addition toshall be enforced as so reformed, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred maximum extent permitted by the non-breaching Party as a result of enforcing this Section 6.10law. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.

Non-Solicitation. (a) Seller shall not, whether directly or indirectly, during From the period beginning on Closing Date until twelve (12) months following the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”), (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of Buyer, providedSeller agrees that it will not, howeverand will cause its Affiliates not to, that Seller shall not be in breach solicit for employment or hire or employ any of its non-solicitation obligation set forth in the foregoing clause (i) solely the current employees of Buyer or its Affiliates to whom Seller or its Affiliates had been directly or indirectly introduced or otherwise had contact with as a result of any general solicitation advertisements that its or their consideration, negotiation or consummation of the transactions contemplated by this Agreement, so long as they are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; employed by Buyer or its Affiliates or (ii) take any action which employee of the Business who is intended a Re-Hired Employee, or induce, or attempt to induce induce, any Initial Restricted Employee employee referred to leave in the foregoing clauses (i) and (ii) to terminate his or her employ employment with, or otherwise cease his or her relationship with Buyer or its Affiliates; provided that, the foregoing restriction shall not apply to any such employee of Buyer or its Affiliates or employee of the Business who responds to general solicitation employment advertising in the media not directed specifically toward the employees of Buyer or its Affiliates or Re-Hired Employees of the Business. (b) Seller shall not, whether directly or indirectly, during From the Restricted Period solicit Closing Date until twelve (12) months following the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees Closing Date and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees. (c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, providedBuyer agrees that it will not, howeverand will cause its Affiliates not to, that Buyer shall not be in breach solicit for employment or hire or employ any of its non-solicitation obligation set forth in the foregoing clause (i) solely the current employees of Seller or its Affiliates to whom Buyer or its Affiliates had been directly or indirectly introduced or otherwise had contact with as a result of any general solicitation advertisements that its or their consideration, negotiation or consummation of the transactions contemplated by this Agreement, so long as they are not targeted at any employed by Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or its Affiliates or (ii) take any action which employee of the Business who is intended an Excluded Employee other than in accordance with the express provisions of this Agreement, or induce, or attempt to induce induce, any Seller Engineering Employee employee referred to leave his or her employ with Seller. (d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: foregoing clauses (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) to terminate his or her employment with, or otherwise cease his or her relationship with Seller or its Affiliates; provided that, the right and remedy foregoing restriction shall not apply to collect from the breaching Party any such Losses incurred by employee of Seller or its Affiliates or employee of the non-breaching Party as a result of enforcing this Section 6.10. (f) Each Party agrees that, Business who responds to general solicitation employment advertising in the event a court media not directed specifically toward the employees of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term Seller or covenant so breached shall be automatically extended with respect to such Party for a period of time its Affiliates or Excluded Employees of the violation from the date on which such breach ceasesBusiness.

Non-Solicitation. (a) Seller shall agrees that during a period of two (2) years from and after the Closing Date, it will not, in any manner (whether directly on its own account, as an owner, operator, manager, consultant, officer, director, employee, investor, agent or indirectlyotherwise), during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”)or permit its Affiliates in any manner, (i) recruit, solicit or otherwise attempt to employ any of the employment ofBusiness Employees, or hire, induce or attempt to induce any Initial Restricted Business Employee without to leave employment with the prior written consent of Buyer, Buyer or the Company; provided, howeverthat, that Seller this Section 7.6 shall not be in breach prohibit Seller or any of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited Affiliates from soliciting or hiring any Initial Restricted person who responds to a general advertisement or solicitation, including but not limited to advertisements or solicitations through newspapers, trade publications, periodicals, radio or internet database, or efforts by any recruiting or employment agencies, not specifically directed at Business Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ intentionally interfere with the Businessrelationship between the Company and any employee, customer, sales representative, broker, supplier, licensee or other business relation (or any prospective customer, supplier, licensee or other business relationship) of the Company (including by making any negative or disparaging statements or communications regarding Buyer or the Company or any of their respective operations, officers, directors or investors). (b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, agrees that Seller shall not be in breach of its non-solicitation obligation obligations under this Section 6.10(b) solely as a result of 7.6 are special and unique and that any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall violation thereof would not be prohibited from hiring any Additional Restricted Employees who respond adequately compensated by money damages, and grants the Buyer the right to such general solicitation advertisements not targeted at specifically enforce (including injunctive relief where appropriate) the Additional Restricted Employeesterms of this Section 7.6. (c) Except as provided in Seller agrees that the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller. (d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth against competition contained in this Section 6.10are reasonable and fair in all respects, then and are necessary to protect the non-breaching Party shall have the following rights and remedies against the breaching Partyinterests of Buyer. However, each of which shall be independent in case any one or more of the others and severally enforceable, and each provisions or parts of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant a provision contained in this Section 6.10 specifically enforced against such breaching Partyshall, including temporary restraining orders and injunctions by for any court of competent reason, be held to be invalid, illegal or unenforceable in any respect in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Section or any other jurisdiction, but this Section shall be reformed and construed in any such jurisdiction as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and such provision or part shall be reformed so that it being agreed by would be valid, legal and enforceable to the maximum extent permitted in such jurisdiction. Without limiting the foregoing, the Parties intend that the covenants and agreements contained in this Section shall be deemed to be a series of separate covenants and agreements. If, in any legal proceeding, a court or arbitrator shall refuse to enforce all the separate covenants and agreements deemed to be included in this Section, it is the intention of the Parties that any breach the covenants and agreements which, if eliminated, would permit the remaining separate covenants and agreements to be enforced in such proceeding shall, for the purpose of such proceeding, be deemed eliminated from the provisions of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10Section. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.

Non-Solicitation. During the Term, each Party (athe “Hiring Party”) Seller shall not, whether without the other Party’s consent, directly or indirectly, during and shall cause its Affiliates (for the period beginning on the Closing Date avoidance of doubt, with respect to Symbotic, excluding C&S and ending on the second anniversary its direct or indirect subsidiaries), employees and other Personnel (in their capacity as such) not to: (a) solicit for hire, engagement or employment any employee of the Closing Date other Party (the “Non-Hiring Party”) or any of its Affiliates with whom the Hiring Party has had contact with in connection with the performance of this Agreement (such periodemployees, the “Restricted PeriodEmployees”), (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (iib) take any action which is intended persuade, induce or attempt to persuade or induce any Initial Restricted Employee of the Non-Hiring Party or any of its Affiliates to leave his or her employ employment or engagement with the Business. (b) Seller shall not, whether directly Non-Hiring Party or indirectly, during any of its Affiliates and to work for the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of BuyerHiring Party; provided, however, that Seller the foregoing restrictions shall not be in breach of its non-solicitation obligation under this Section 6.10(bprohibit (i) solely as a result of any general solicitation advertisements by a professional search firm where none of the Hiring Party nor any of its Affiliates assigned such firm to solicit Restricted Employees of the Non-Hiring Party or any of its Affiliates; (ii) generalized solicitations by advertising and the like that are not targeted at directed to any Additional Restricted Employees and Seller shall not be prohibited from hiring Employee of the Non-Hiring Party or any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees. (c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisementsAffiliates; or (iiiii) take solicitations of persons no longer employed or engaged by the Non-Hiring Party or any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller. (d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Sellerits Affiliates; provided, howeverfurther, that Buyer the restrictions stated above shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended apply with respect to such Party for solicitation by Walmart of an individual who was previously engaged in performing operations work at any Project Site other than Symbotic Personnel in a period of time of management role. Notwithstanding the violation foregoing, after three (3) years from the date on which of Acceptance of all Alpha Systems at a particular Site, Walmart may solicit the automation general manager, assistant automation general manager, and the head maintenance manager that were employed by Symbotic and assigned to such breach ceases.Site (“Permitted Manager

Non-Solicitation. From the time of execution and delivery by each Seller and Buyer of this Agreement until the Bidding Procedures Order is entered by the Bankruptcy Court and following entry of the Sale Order (a) Seller both periods being referred to as the “Non-Solicitation Period”), Sellers shall not, whether and shall cause each of the Target Companies and, to the extent permitted in the Tiwest Joint Venture Documents, Tiwest not to, nor shall they authorize or permit any of their respective Representatives or Affiliates to directly or indirectly, during the period beginning on the Closing Date and ending on the second anniversary solicit, facilitate or encourage submission of any inquiries, proposals or offers by, respond to any unsolicited inquiries, proposals or offers submitted by, or enter into any discussions or negotiations regarding a Competing Transaction with any Person (other than Buyers or any of their respective Affiliates, agents or Representatives) with respect to (A) any sale or other disposition of all or any portion of the Closing Date Acquired Business, the equity securities of Sellers, Target Companies, Tiwest (including for purposes of this Section 5(c)(v), the Tiwest Joint Venture), the Acquired Assets or any similar transaction with respect to the Acquired Business, Sellers, the Target Companies, Tiwest or the Acquired Assets or (B) any Restructuring Transaction (such period, the transactions described in clause (A) or (B) but excluding any transactions with Buyers being referred to as an “Restricted PeriodAcquisition Transaction”), (i) solicit the employment of; or provide any information or data to, or hirehave any discussions with any Person relating to, or that could reasonably be expected to lead to or result in, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted EmployeesAcquisition Transaction; or (ii) take otherwise facilitate any action which is intended effort or attempt to induce make or implement any Initial Restricted Employee Acquisition Transaction; or approve, recommend, propose publicly to leave his approve or her employ recommend or enter into any agreement or understanding with the Business. (b) Seller any other Person that contemplates or relates to any Acquisition Transaction. Sellers shall not, whether directly or indirectlyand shall not authorize any Target Company to, execute any definitive documents relating to any Acquisition Transaction during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of BuyerNon-Solicitation Period; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees. (c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller. (d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth nothing in this Section 6.10, then 5(c)(v) shall prohibit Sellers during the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent portion of the others and severally enforceable, and each Non-Solicitation Period preceding the entry of the following rights and remedies is Sale Order from responding to any unsolicited inquiries from or engaging in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) discussions with the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10. (f) Each Party agrees that, official committees appointed in the event a court of competent jurisdiction declares there has been a breach by Chapter 11 Cases or engaging in discussions with any third parties in consultation with such Party of this Section 6.10official committees, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period Restructuring Transaction to the extent Tronox Incorporated determines, in good faith, that such action is required by the Tronox Incorporated board of time directors’ fiduciary duties to Tronox Incorporated’s stakeholders. Sellers shall notify Buyers promptly, but in any event within twenty-four hours after receipt, of the violation from the date on which such breach ceasesreceipt of any inquiries, proposals or offers related to any Acquisition Transaction together with true and complete copies of all documents related thereto.

Non-Solicitation. (a) Seller shall Section 4.1 During the Term, Parent will not, whether directly or indirectly, during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”), (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business. (b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees. (c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, providedand Parent will cause its controlled Affiliates (including, howeverafter the Closing, the Transferred Entities) not to: (a) encourage, induce, attempt to induce or solicit business from any customer or client of the Retained Business as of the Closing Date (collectively, the “Covered Customers”), in each case, for the purpose of interfering with the relationship between any such Covered Customer, on the one hand, and the Retained Business, on the other hand, by providing goods, products or services with respect to, or on behalf of, any business that Buyer competes with the Retained Business (it being understood that the placement of general advertisements that may be targeted to a particular geographic or technical area, but which are not targeted directly towards a Covered Customer, shall not be in prohibited or restricted under, or deemed to be a breach of, this Section 4.1(a)); or (b) encourage, induce, attempt to induce or solicit any Covered Customer to cease doing business with the Retained Business or Seller or any of its non-solicitation obligation Affiliates. provided, that, except as expressly set forth in Section 4.1(a) or Section 4.1(b), nothing in this Agreement shall prohibit, restrict or otherwise limit the foregoing clause (i) solely as a result ability of Parent or any general solicitation advertisements that are not targeted at of its controlled Affiliates from doing business with any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with SellerCovered Customer. (d) Except as provided Section 4.2 Notwithstanding anything to the contrary, nothing in the Transition Services Agreementthis Section 4 shall prohibit or restrict Parent or any of its controlled Affiliates from, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) performing its obligations under the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching PartyPurchase Agreement or any Ancillary Agreement, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party owning as a result passive investment less than five percent (5%) of enforcing this Section 6.10. the outstanding shares of the capital stock of a publicly-traded company that competes with the Retained Business, or (fiii) Each Party agrees that, owning as a passive investment an equity interest in a private debt or equity investment fund or vehicle (or any portfolio company (as such term is customarily understood in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term private equity industry) or investment of any such term fund or covenant so breached shall be automatically extended with respect vehicle) in which neither Joby nor any of its Affiliates has the ability to control or materially influence investment decisions or exercise any managerial control over such Party for a period of time of the violation from the date on which such breach ceasesfund, vehicle, portfolio company or investment.

Non-Solicitation. (a1) Seller Except as expressly provided in this Article 5, the Company and its Subsidiaries shall not, whether directly or indirectly, during the period beginning on the Closing Date and ending on the second anniversary through any officer, director, employee, representative (including any financial or other adviser) or agent of the Closing Date Company or of any of its Subsidiaries (such period, the collectively “Restricted PeriodRepresentatives”), and shall not permit any such Person to: (a) solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate, (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any Subsidiary) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; (b) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than the Purchaser or any of its affiliates) regarding any inquiry, proposal or offer that constitutes or would reasonably be expected to constitute or lead to, an Acquisition Proposal, it being acknowledged and agreed that the Company may communicate with any Person for purposes of advising such Person of the non-solicitation restrictions in Article 5 hereof, also advising such Person, as applicable, that their Acquisition Proposal does not constitute a Superior Proposal or is not reasonably expected to constitute or lead to a Superior Proposal; or (c) make a Change in Recommendation other than following the occurrence of a Purchaser Material Adverse Effect. (2) The Company shall, and shall cause its Subsidiaries and its Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiations, or other activities commenced on or prior to the date of this Agreement with any Person (other than the Purchaser) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, and in connection therewith the Company shall: (a) promptly discontinue access to and disclosure of all confidential information, including the Company Data Room, properties, facilities, books and records of the Company or any Subsidiary of the Company; and (b) within two Business Days of the date hereof, to the extent it is permitted to do so, request, and use commercially reasonably efforts to exercise all rights it has to require (i) solicit the employment ofreturn or destruction of all copies of any confidential information regarding the Company or any Subsidiary provided to any such Person other than the Purchaser; and (ii) the destruction of such material including or incorporating or otherwise reflecting such confidential information regarding the Company or any Subsidiary, to the extent that such information has not previously been returned or hiredestroyed, using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements. (3) The Company represents and warrants that, in the 12 months prior to the date hereof, the Company has not waived any Initial Restricted Employee standstill or similar agreement or restriction to which the Company or any Subsidiary is a party relating to an Acquisition Proposal, and covenants and agrees that (i) the Company shall use commercially reasonable efforts to enforce each confidentiality, standstill, non-disclosure or similar agreement or restriction to which the Company or any Subsidiary is a party in connection with a potential or actual Acquisition Proposal, and (ii) neither the Company, nor any Subsidiary will, without the prior written consent of Buyerthe Purchaser (which may be withheld or delayed in the Purchaser’s sole and absolute discretion), providedrelease any Person from, howeveror waive, that Seller shall not be in breach amend, suspend or otherwise modify such Person’s obligations respecting the Company, or any of its Subsidiaries, under any confidentiality, standstill, non-solicitation obligation set forth disclosure or similar agreement or restriction to which the Company or any Subsidiary is a party in connection with a potential or actual Acquisition Proposal, it being acknowledged and agreed that the foregoing clause (i) solely automatic termination of any standstill, confidentially or non-disclosure provisions of any such agreement or restriction as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond the entering into and announcement of this Agreement by the Company pursuant to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business. (b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment express terms of any Additional Restricted Employee without the prior written consent of Buyer; providedsuch agreement or restriction, however, that Seller shall not be in breach a violation of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements 5.1 and that are not targeted at any Additional Restricted Employees and Seller the Company shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at considering a Superior Proposal from a party whose obligations so terminated automatically upon the Additional Restricted Employees. (c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, entering into and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller. (d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach announcement of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10Agreement. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.

Non-Solicitation. (a) Seller shall notIn light of each Member’s access to Confidential Information and position of trust and confidence with the Company, whether each Member hereby agrees that, for so long as it or its Permitted Transferee, directly or indirectly, during the owns a Membership Interest and for a period beginning on the Closing Date and ending on the second anniversary of the Closing Date twelve (such period, 12) months thereafter (the “Restricted Period”), such Member shall not (iand it shall cause its controlled Affiliates) solicit the employment ofdirectly or indirectly through one or more of any of its controlled Affiliates, hire or solicit, or hireencourage any other Person to hire or solicit, any Initial Restricted Employee without individual who has been employed by the Company within one (1) year prior written consent to the date of Buyersuch hiring or solicitation, provided, however, that Seller or encourage any such individual to leave such employment. This Section 10.02(a) shall not be in breach prevent a Member or its controlled Affiliates from hiring or soliciting any employee or former employee of its non-solicitation obligation set forth in the foregoing clause (i) solely as Company who responds to a result of any general solicitation advertisements that are is a public solicitation of prospective employees and not targeted at directed specifically to any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the BusinessCompany employees. (b) Seller shall notIn light of each Member’s access to Confidential Information and position of trust and confidence with the Company, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees. (c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectlyeach Member further agrees that, during the Restricted Period, (i) it shall not, directly or indirectly through one or more of any of its controlled Affiliates, solicit the employment ofor entice, or hireattempt to solicit or entice, any Seller Engineering Employees without clients, customers, or suppliers of the prior written consent Company for purposes of Sellerdiverting their business or services from the Company. (c) Each Member acknowledges and agrees that a breach or threatened breach of this Section 10.02 would give rise to irreparable harm to the other Member and the Company, provided, however, that Buyer shall for which monetary damages would not be in breach of its non-solicitation obligation set forth an adequate remedy, and hereby agrees that in the foregoing clause (i) solely as event of a result breach or a threatened breach by such Member of any general solicitation advertisements such obligations, the other Members and the Company shall, in addition to any and all other rights and remedies that are not targeted at may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance, as well as an equitable account of all earnings, profits, and other benefits arising from any Seller Engineering Employeessuch breach, but Buyer shall and any other relief that may be prohibited available from hiring a court of competent jurisdiction (without any Seller Engineering Employee who respond requirement to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Sellerpost bond). (d) Except as provided Each Member acknowledges that the restrictions contained in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as 10.02 are reasonable and necessary to protect the Members’ legitimate interests and constitute a result material inducement to the other Member to enter into this Agreement and consummate the transactions contemplated hereby. If any court of competent jurisdiction determines that any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at of the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.1010.02, then or any part thereof, is unenforceable because of the non-breaching Party duration or geographic scope of such provision, such court shall have the following rights power to modify any such unenforceable provision in lieu of severing such unenforceable provision from this Agreement in its entirety, whether by rewriting the offending provision, deleting any or all of the offending provision, adding additional language to this Section 10.02, or by making such other modifications as it deems warranted to carry out the intent and remedies agreement of the parties, as embodied herein, to the maximum extent permitted by Applicable Law. The parties hereto expressly agree that this Agreement as so modified by the court shall be binding on and enforceable against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10them. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.

Non-Solicitation. (a) Seller Buyer agrees that it shall not, whether directly and shall cause its Affiliates (including the Companies on or indirectlyafter the Closing) not to, during the for a period beginning commencing on the Closing Effective Date and ending on the second anniversary date that is twelve (12) months after the Closing Date, except as provided in the FTC Documents, solicit employment of employees of Sellers or their Affiliates (but, following the Closing, excluding the employees of the Closing Date (such period, the “Restricted Period”), (iCompanies) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely with whom Buyer had substantial contact with as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business. (b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyertransactions contemplated by this Agreement; provided, however, that Seller the restrictions contained in this Section 8.14(a) shall not be apply to (a) general solicitations not specifically directed to any employee of Sellers or their Affiliates, (b) any solicitation of employees of the Companies in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted connection with employment at the Additional Restricted EmployeesCompanies, and (c) any solicitation or hiring of an individual who is not employed by Seller or its Affiliates at the time of such solicitation or hiring of that individual and so long as such party did not cause, induce or attempt to cause or induce such employee to no longer be employed by Sellers or their Affiliates. (cb) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) Buyer shall not, and Buyer shall cause its Affiliates (including the Companies on or after the Closing) not to, for a period commencing on behalf of BCAthe Effective Date and ending on the date that is twelve (12) months after the Closing Date, whether directly or indirectly, during solicit for employment or in any other capacity any employee of Sellers or their Affiliates (but, following the Restricted PeriodClosing, (iexcluding the employees of the Companies) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause St. Louis MO-IL metropolitan statistical area (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller. (d) Except except as provided for in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of SellerFTC Documents); provided, however, that Buyer shall and its Affiliates may: (i) solicit employees of the Companies in connection with employment at the Companies; (ii) advertise for employees in newspapers, trade publications, or other media, or engage recruiters to conduct general employee search activities, in either case not be targeted specifically at employees of Sellers or their Affiliates in breach the St. Louis MO-IL metropolitan statistical area; (iii) hire employees of Sellers or their Affiliates in the St. Louis MO-IL metropolitan statistical area who apply for employment with Buyer or its non-solicitation obligation under Affiliates, as long as such employees were not solicited by Buyer or its Affiliates in violation of this Section 6.10(d8.14; (iv) solely as a result make offers of employment to or employ or hire any general solicitation advertisements employee of Sellers or their Affiliates in the St. Louis MO-IL metropolitan statistical area if Sellers have notified Buyer or its Affiliates in writing that are Sellers and their Affiliates do not targeted at intend to make an offer of employment to that employee, or where such an offer has been made and the employee has declined the offer, or where the employee’s employment has been terminated by Sellers or their Affiliates; or (v) solicit or hire any New Seller Engineering Employees and Buyer shall former employee of Sellers or their Affiliates in the St. Louis MO-IL metropolitan statistical area who is not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted employed by Sellers or their Affiliates at the New Seller Engineering Employeestime of such solicitation or hiring of such employee and so long as Buyer and its Affiliates did not cause, induce or attempt to cause or induce such employee to no longer be employed by Sellers or their Affiliates in violation of this Section 8.14. (ec) If Sellers shall not, and shall cause their Affiliates not to, for a period commencing on the Effective Date and ending on the date that is (x) with respect to employees listed on Section 8.14(c) of the Company Disclosure Letter, twenty-four (24) months after the Closing Date, or (y) for any other applicable employee, twelve (12) months after the Closing Date, directly or indirectly, solicit for employment or in any other capacity any employee of Buyer or Seller breaches any its Affiliates or the restrictive covenants set forth Companies in this Section 6.10the St. Louis MO-IL metropolitan statistical area; provided, then the non-breaching Party shall have the following rights however, that Sellers and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: their Affiliates may: (i) the right and remedy advertise for employees in newspapers, trade publications, or other media, or engage recruiters to have the restrictive covenant conduct general employee search activities, in this Section 6.10 either case not targeted specifically enforced against at employees of Buyer or its Affiliates; (ii) hire employees of Buyer or its Affiliates who apply for employment with Sellers or their Affiliates, as long as such breaching Party, including temporary restraining orders and injunctions employees were not solicited by any court of competent jurisdiction, it being agreed by the Parties that any breach Sellers or their Affiliates in violation of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.8.14; (fiii) Each Party agrees thatmake offers of employment to or employ or hire any employee of Buyer or its Affiliates if Buyer has notified Sellers or their Affiliates in writing that Buyer and its Affiliates do not intend to make an offer of employment to that employee, in the event a court of competent jurisdiction declares there or where such an offer has been a breach made and the employee has declined the offer, or where the employee’s employment has been terminated by Buyer or its Affiliates; or (iv) solicit or hire any former employee of Buyer or its Affiliates who is not employed by Buyer or its Affiliates at the time of such Party solicitation or hiring of such employee and so long as Sellers and their Affiliates did not cause, induce or attempt to cause or induce such employee to no longer be employed by Buyer or its Affiliates in violation of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases8.14.

Non-Solicitation. The Grantee covenants and agrees that during the Grantee’s Employment and for a period of twenty-four (a24) Seller months (and such period shall be tolled on a day-to-day basis for each day during which the Grantee participates in any activity in violation of the restrictions set forth in this Section 12(b)) after the termination of the Grantee’s Employment, whether such termination occurs at the insistence of the Company or the Grantee (for whatever reason), the Grantee shall not, whether directly or indirectly, during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”)shall not assist any other Person to, (i) hire or solicit for hire any employee of the employment of, Company or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in Immediate Affiliates or seek to persuade any employee of the foregoing clause (i) solely as a result Company or any of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond its Immediate Affiliates to such general solicitation advertisements not targeted at the Initial Restricted Employees; discontinue employment or (ii) take solicit or encourage any action which is intended independent contractor providing services to induce the Company or any Initial Restricted Employee of its Immediate Affiliates to leave his terminate or her employ diminish its relationship with the Business. (b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyerthem; provided, however, that Seller after termination of the Grantee’s Employment, these restrictions shall apply only with respect to employees of, and independent contractors providing services to, the Company or any of its Immediate Affiliates who were such on the date that the Grantee’s Employment terminated or at any time during the nine (9) months immediately preceding such termination date; and, provided further, that this Section 5(b) shall not be in breach violated by (x) any general advertising or other general methods of solicitation by another company or search firm not specifically directed at the employees or independent contractors of the Company or any of its non-Immediate Affiliates or (y) any such hiring, solicitation obligation under this Section 6.10(b) solely as a result or encouragement of any general solicitation advertisements that are not targeted at employee or independent contractors of the Company or any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees. (c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth Immediate Affiliates below the level of director, so long as you had no direct or indirect involvement in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Selleractivities. (d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.

Non-Solicitation. Except in connection with marketing the sale of the Acquired Assets to Potential Bidders/Qualified Bidders (aas shall be defined in the Bid Procedures) in accordance with the Bid Procedures Order after such Order is entered by the Bankruptcy Court, Seller shall not, whether directly or indirectlyand shall cause its Representatives and Affiliates, during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”)its Affiliates’ Representatives not to, (i) solicit the employment ofsolicit, negotiate, or hirediscuss with any Person, other than Buyer and its Affiliates, agents, and Representatives (and Seller shall, and shall cause its Representatives and Affiliates, and its Affiliates’ Representatives to, immediately cease any such ongoing activity), or enter into any agreement or understanding with respect to, or approve or recommend, or knowingly facilitate, any Initial Restricted Employee without Alternative Transaction or (ii) provide any Person, other than Buyer and its Affiliates, agents, and Representatives, with access to the prior written consent books, records, operating data, contracts, documents, or other information relating to Seller except to the extent required by Bankruptcy Court order. Seller shall promptly (and in any event within twenty-four (24) hours) notify Buyer of Buyerany inquiry, providedindication of interest, howeverproposal, or offer from a third party with respect to an Alternative Transaction received by Seller or any of its Affiliates or its or their employees or Representatives after the date hereof until the Bankruptcy Court shall have entered the Bid Procedures Order, and Seller shall communicate to Buyer the material terms of (including the identity of the Person or Persons making) any such inquiry, indication of interest, proposal, or offer. Seller shall immediately cease to provide access to confidential information about Seller or the Business in connection with any actual or potential Alternative Transaction until the entry of the Bid Procedures Order and shall immediately instruct any Person who does not become a “Qualified Bidder” (as shall be defined in the Bid Procedures) by the Bidding Deadline (as defined in the Bid Procedures), or if so qualified, is not designated the “Winning Bidder” or the “Back-up Bidder” (each as shall be defined in the Bid Procedures) at the Auction, in possession of confidential information about Seller or the Business that was furnished by or on behalf of Seller in connection with any actual or potential Alternative Transaction to return or destroy all such information or documents or material incorporating such information in accordance with the confidentiality or similar agreement governing treatment of such confidential information. Seller shall not be in breach of its non-solicitation obligation deemed to have violated or breached their obligations set forth in the foregoing clause (ifirst sentence of this Section 8(b) solely as a result of its receipt, without engaging in any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business. (b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees. (c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller. (d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach conduct prohibited by such Party sentence, of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceasesan unsolicited Alternative Transaction proposal.

Non-Solicitation. Seller Parent, the Other Sellers and Seller agree that for a period of two (a2) Seller years from and after the Closing Date it shall not, whether directly and it shall cause each of their Subsidiaries not to (and shall not encourage or indirectly, during the period beginning on the Closing Date and ending on the second anniversary assist any of the Closing Date (such period, the “Restricted Period”its Affiliates to), (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of BuyerPurchaser, provideddirectly or indirectly, however, that Seller shall not be in breach solicit to hire (or cause or seek to cause to leave the employ of Purchaser or any of its non-solicitation obligation set forth in the foregoing clause Subsidiaries) (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; Transferred Employee or (ii) take any action which is intended other Person employed by Purchaser who became known to induce or was identified to the Seller Parent, Other Sellers or Seller or any Initial Restricted Employee of their Affiliates prior to leave his or her employ the Closing in connection with the Businesstransactions contemplated by this Agreement, unless in each case such Person ceased to be an employee of Purchaser or its Subsidiaries prior to such action by the Seller Parent, Other Sellers or Seller or any of their Affiliates, or, in the case of such Person’s voluntary termination of employment with Purchaser or any of its Subsidiaries, at least three (3) months prior to such action by the Seller Parent, Other Sellers or Seller or any of their Affiliates. Seller Parent agrees, upon the reasonable request of Purchaser, to use its commercially reasonable efforts to cause its Affiliates to enforce their rights for the benefit of Purchaser under the non-solicitation provisions of the Semiconductor Business Purchase Agreement; provided that all costs and expenses incurred in connection with the enforcement of such rights shall be borne exclusively by Seller Parent. (ba) Seller shall not, whether directly or indirectly, during Purchaser agrees that for a period of two (2) years from and after the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees. (c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) Closing Date it shall not, and Buyer it shall cause its Subsidiaries not to (and shall not on behalf encourage or assist any of BCAits Affiliates to), whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provideddirectly or indirectly, however, solicit to hire (or cause or seek to cause to leave the employ of the Other Sellers or Seller or any of their Affiliates) any Person that Buyer shall not it or they know to be in breach employed by the Other Sellers or Seller or any of their Affiliates as of the Closing Date unless such Person ceased to be an employee of the Other Sellers or Seller or any of their Affiliates prior to such action by Purchaser or any of its non-solicitation obligation Subsidiaries, or, in the case of such Person’s voluntary termination of employment with the Other Sellers or Seller or any of their Affiliates, at least three (3) months prior to such action by Purchaser or any of its Subsidiaries. (b) Notwithstanding the foregoing, the restrictions set forth in the foregoing clause Sections 6.10 and 6.10(a) shall not apply to (i) solely as a result bona fide public advertisements for employment placed by any Party and not specifically targeted at the employees of any general solicitation advertisements that are not targeted at any Seller Engineering Employeesother Party, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which employee who is intended to induce any Seller Engineering Employee to leave his not a manager or her employ with Seller. (d) Except as provided an individual contributor who is engaged in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf design of BCA, whether directly Storage Products or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employeesprocesses. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.

Non-Solicitation. (a) Seller Parent, the Other Sellers and Seller agree that for a period of two (2) years from and after the Closing Date it shall not, whether directly and it shall cause each of their Subsidiaries not to (and shall not encourage or indirectly, during the period beginning on the Closing Date and ending on the second anniversary assist any of the Closing Date (such period, the “Restricted Period”its Affiliates to), (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of BuyerPurchaser, provideddirectly or indirectly, however, that Seller shall not be in breach solicit to hire (or cause or seek to cause to leave the employ of Purchaser or any of its non-solicitation obligation set forth in the foregoing clause Subsidiaries) (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; Transferred Employee or (ii) take any action which is intended other Person employed by Purchaser who became known to induce or was identified to the Seller Parent, Other Sellers or Seller or any Initial Restricted Employee of their Affiliates prior to leave his or her employ the Closing in connection with the Businesstransactions contemplated by this Agreement, unless in each case such Person ceased to be an employee of Purchaser or its Subsidiaries prior to such action by the Seller Parent, Other Sellers or Seller or any of their Affiliates, or, in the case of such Person’s voluntary termination of employment with Purchaser or any of its Subsidiaries, at least three (3) months prior to such action by the Seller Parent, Other Sellers or Seller or any of their Affiliates. Seller Parent agrees, upon the reasonable request of Purchaser, to use its commercially reasonable efforts to cause its Affiliates to enforce their rights for the benefit of Purchaser under the non-solicitation provisions of the Semiconductor Business Purchase Agreement; provided that all costs and expenses incurred in connection with the enforcement of such rights shall be borne exclusively by Seller Parent. (b) Seller shall not, whether directly or indirectly, during Purchaser agrees that for a period of two (2) years from and after the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees. (c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) Closing Date it shall not, and Buyer it shall cause its Subsidiaries not to (and shall not on behalf encourage or assist any of BCAits Affiliates to), whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provideddirectly or indirectly, however, solicit to hire (or cause or seek to cause to leave the employ of the Other Sellers or Seller or any of their Affiliates) any Person that Buyer shall not it or they know to be in breach employed by the Other Sellers or Seller or any of their Affiliates as of the Closing Date unless such Person ceased to be an employee of the Other Sellers or Seller or any of their Affiliates prior to such action by Purchaser or any of its non-solicitation obligation Subsidiaries, or, in the case of such Person’s voluntary termination of employment with the Other Sellers or Seller or any of their Affiliates, at least three (3) months prior to such action by Purchaser or any of its Subsidiaries. (c) Notwithstanding the foregoing, the restrictions set forth in the foregoing clause Sections 6.10(a) and 6.10(b) shall not apply to (i) solely bona fide public advertisements for employment placed by any Party and not specifically targeted at the employees of any other Party, or (ii) any employee who is not a manager or an individual contributor who is engaged in the design of Printer Products or processes. Section 6.10(a) shall not apply to any Person who is hired by the Other Sellers or Seller or any of their Affiliates (A) pursuant to any existing agreement with employee representatives (such as a works council agreement) by which the Other Sellers or Seller or any of their Affiliates is bound or (B) as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall actions required to be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller. (d) Except as provided in taken by the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer Other Sellers or Seller breaches or any the restrictive covenants set forth of their Affiliates in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available order to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10comply with local employment Laws. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.

Non-Solicitation. (a) Seller shall not, whether directly or indirectlyThe Employee hereby agrees and covenants that, during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (such periodTerm, the “Restricted Period”)Employee will not, (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not the Company (such consent to be in breach of its non-solicitation obligation set forth given in the foregoing clause Company’s sole and absolute discretion) directly or indirectly: (a) (i) solely solicit, knowingly encourage or induce, or attempt to solicit, knowingly encourage or induce, any member of a health plan sponsored by the Company or its Subsidiaries as a result of the Effective Time, to cease doing business with the Company or any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond of its Subsidiaries with respect to such general solicitation advertisements not targeted at the Initial Restricted EmployeesBusiness within the Territory; or (ii) take otherwise knowingly interfere with, impair or damage the Company’s or its Subsidiaries’ relationship with any action which is intended to induce member or prospective member of any Initial Restricted Employee to leave his or her employ with the Business.such plans; (b) Seller shall notsolicit, whether directly knowingly encourage or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees. (c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment ofinduce, or hireattempt to solicit, knowingly encourage or induce, any Seller Engineering Employees without Providers, suppliers, licensees or business relations, or prospective Providers, suppliers, licensees or business relations with whom the prior written consent Company or its Subsidiaries was engaged in a contractual relationship, or substantive discussions or proposal negotiations, in each case as of Sellerthe Effective Time, provided, however, that Buyer shall not be in breach with respect to the Business of the Company and its non-solicitation obligation set forth in Subsidiaries to cease doing business with the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond Company or its Subsidiaries with respect to such general solicitation advertisementsthe Business within the Territory; or (ii) take otherwise knowingly interfere with, impair or damage the Company’s or its Subsidiaries’ relationship with any action which is intended to induce any Seller Engineering Employee to leave his Provider, supplier, licensee or her employ with Seller.business relation of the Business; or (dc) Except solicit, encourage or induce, or attempt to solicit or induce, or assist any other Person in so soliciting, encouraging or inducing, any employee, consultant or independent contractor that was engaged by the Company or its Subsidiaries as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceableEffective Time to terminate or breach an employment, and each of contractual or other relationship with the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law Company or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10its Subsidiaries. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.

Non-Solicitation. (i) Stockholder shall not and shall not authorize or permit its representatives to directly or indirectly (i) initiate, solicit encourage, or take any action to facilitate the making of, any offer or proposal which constitutes or is reasonably likely to lead to any Acquisition Proposal, (ii) enter into any agreement (other than a confidentiality agreement) with respect to any Acquisition Proposal except in connection with a Superior Proposal in connection with which the Company enters into an agreement (including contemporaneously with the Company) pursuant to Section 5.3(b) of the Merger Agreement, or (iii) in the event of an unsolicited Acquisition Proposal for the Company or otherwise, engage in negotiations or discussions with, or provide any non-public information or data to, any Person (other than Parent or any of its affiliates or representatives) relating to any Acquisition Proposal. It is understood that this Section 8 limits the rights of Stockholder only to the extent that Stockholder is acting in Stockholder's capacity as a stockholder of the Company. Nothing herein shall be construed as preventing a Stockholder who is an officer or director of the Company, or any director of the Company who may be deemed to be an affiliate of Stockholder, from fulfilling the obligations of such position (including, subject to the limitations contained in Sections 5.2 and 5.3 of the Merger Agreement, the performance of obligations required by the fiduciary obligations of Stockholder, or any director of the Company who may be deemed to be an affiliate of Stockholder, acting solely in his or her capacity as an officer or director). (ii) Notwithstanding anything to the contrary in this Section 8, if (a) Seller after the Company shall not, whether directly or indirectly, during the period beginning on the Closing Date have received an unsolicited bona fide written proposal from a Third Party relating to an Acquisition Proposal and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”), (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business. (b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit Board of Directors of the employment Company has complied with the provisions of any Additional Restricted Employee without Section 5.2(b) of the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees. (c) Except as provided in the Transition Services Merger Agreement, Boeing Commercial Airplanes (“BCA”) shall not, Stockholder may provide information and Buyer shall not on behalf of BCA, whether directly or indirectly, during engage in discussions with such Third Party as and to the Restricted Period, (i) solicit extent that the employment of, or hire, any Seller Engineering Employees without Company is permitted to do so pursuant to the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller. (d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent terms of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10Merger Agreement. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.

Non-Solicitation. (a) During the Non-Competition Period, Seller shall not, whether and shall cause its Subsidiaries (other than the Transferred Subsidiaries) not to, (a) directly or indirectly, during the period beginning on the Closing Date and ending on the second anniversary hire, engage or employ (as an employee, consultant or otherwise) any New Buyer Employee or other employees of Buyer other than any of the Closing Date independent contractors set forth on Schedule I attached hereto (such periodcollectively, the “Restricted PeriodBuyer Employees”), (ib) through any director or officer of Seller, directly or indirectly, solicit for employment or the employment of, or hire, any Initial Restricted Employee without the prior written consent engagement of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result services of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; Buyer Employee or (ii) take any action which is intended induce or attempt to induce any Initial Restricted Buyer Employee to leave his or her employ employment with Buyer, or in any way intentionally interfere with the Business. (b) Seller shall not, whether directly employment relationship between any Buyer Employee and Buyer or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent Affiliate of Buyer, in each case for the purpose of employing or engaging the services of such Buyer Employee or soliciting such Buyer Employee to become an employee or consultant of Seller or its Subsidiaries or any other Person; provided, however, that nothing herein shall preclude Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of from employing or soliciting any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees. (c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, Employee (i) solicit the employment of, who independently responds to any public advertisement or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-general solicitation obligation set forth in the foregoing clause (i) solely such as a result of any general solicitation advertisements that are newspaper advertisement or internet posting) not targeted at any Seller Engineering Employees, but specifically targeting such Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) following the termination of such Buyer Employee’s employment with Buyer for any reason, provided, that Seller has not induced such Buyer Employee to terminate his or her employment in breach of Seller’s obligations hereunder, or (c) take any action which is intended or attempt to induce take any Seller Engineering Employee to leave his action with the intent of impairing any material relationship, contractual or her employ with Sellerotherwise, between the Buyer and any customer, supplier, consultant, independent contractor, distributor or reseller. (d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.

Non-Solicitation. (a) Seller shall notSo long as SFI or any of its subsidiaries is the Servicer or otherwise performing services pursuant to the Servicing Agreement and for a period of two (2) years thereafter, whether no Member or any of its Affiliates that receives or otherwise obtains any Confidential Information, or any director, officer, manager or employee of any of the foregoing in their capacity as such (collectively, other than any such Person that is controlled directly or indirectly, during the period beginning indirectly by Springleaf and acting on the Closing Date and ending on the second anniversary behalf of the Closing Date (such periodSpringleaf, the “Restricted PeriodParties”), ) shall (i) directly or indirectly solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent engagement of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result services of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; person or (ii) take employ, hire, contract with or otherwise engage any action which person, who in case of clauses (i) and (ii), is intended to induce or was employed as an employee, consultant or contractor of Servicer, Subservicer (as such term is defined in the Servicing Agreement) or any Initial Restricted Employee to leave his or her employ with the Business. (b) Seller shall not, whether directly or indirectly, of their respective subsidiaries during the Restricted Period solicit term of the employment of any Additional Restricted Employee without Servicing Agreement (the prior written consent of Buyer“Non-Solicitation Obligations”); provided, however, that Seller this Section 3.6(a) shall not be in breach deemed to (A) prohibit a general solicitation of its non-employment not directed solely at an employee, consultant or contractor of Servicer, (B) prohibit a Restricted Party from hiring as an employee, contracting with or retaining as a consultant a person who has not been employed by or contracted or consulted with Servicer or any Subservicer or any of their respective subsidiaries at any time during the 12 months prior to the date such Member or Affiliate hires, contracts with or retains as a consultant such person or (C) prohibit the Restricted Parties from hiring any person who responds to a general solicitation obligation permitted hereunder or who contacts a Restricted Party on his or her own initiative without any encouragement from a Restricted Party. The obligations of the Restricted Parties under this Section 6.10(b) solely as 3.6 shall be binding upon any transferee of a result Member of any general solicitation advertisements that are not targeted at any Additional or a Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted EmployeesParty. (cb) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) Each Member shall notcomply with, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the cause its Affiliates and Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond Parties to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller. (d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10comply with, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceasesNon-Solicitation Obligations.

Non-Solicitation. (aDuring the Non-Compete Term, subject to waiver pursuant to Section 16.03(e) Seller or Section 17.05, no Member shall, and no Member shall notpermit its respective Subsidiaries to, whether directly or indirectly, during the period beginning on the Closing Date for itself or its respective Subsidiaries and ending on the second anniversary Controlled Affiliates, solicit for employment or offer to employ (i) any employee of the Closing Date Company, (ii) any Secondee of the Other Member or Member Group (or any Subsidiary or Controlled Affiliate thereof) or (iii) any engineer employed by the Other Member or Member Group (or any Subsidiary or Controlled Affiliate thereof) who is not a Secondee and who provides services to or in respect of the Company under the ESA or otherwise (any such period, Person [***] Confidential treatment has been requested for the “Restricted Period”bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. listed in clauses (i), (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial and (iii), a “Restricted Employee to leave his or her employ with the Business. (b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of BuyerEmployee”); provided, however, that Seller the foregoing shall not be prevent any of the Members or any of their respective Subsidiaries and Controlled Affiliates from soliciting or offering to employ any Restricted Employee (A) from and after [***] of the termination of employment of such Restricted Employee, but only if such Member or such Subsidiary or Controlled Affiliate has not previously solicited or offered such Restricted Employee for employment in breach violation of its non-solicitation obligation under the provisions of this Section 6.10(b6.04(d) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees. (c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (iiB) take any action which is intended to induce any Seller Engineering Employee to leave his whose employment was terminated involuntarily by the Company or her employ with Seller. (d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly such Other Member or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of SellerMember Group; provided, howeverfurther, that Buyer the phrase “solicit for employment” shall not be in breach include general solicitations of its non-solicitation obligation under this Section 6.10(d) solely as a result of or searches for employment not specifically directed towards any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching PartyRestricted Employee, including temporary restraining orders and injunctions by through the use of (x) advertisement in any court medium (including websites, journals, industry publications, or newspapers or other publications of competent jurisdictiongeneral circulation), it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (iiy) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10. electronic listings or (fz) Each Party agrees thatthird party recruiting or search firms, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10each case, the term of not specifically directed towards any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceasesRestricted Employee.

Non-Solicitation. Employee agrees that during Employee’s employment with the Company and for an additional period of the two (a2) Seller years immediately following termination of Employee’s employment with the Company, Employee shall not, whether not directly or indirectly, during as an individual or as a director, officer, contractor, employee, consultant, partner, investor or in any other capacity with any corporation, partnership or other person or entity, other than the period beginning on the Closing Date and ending on the second anniversary of the Closing Date Company (such period, the “Restricted Period”an "Other Entity"), (i) solicit contact or communicate with any then current material customer or client of the employment ofCompany in the Business, or hire, any Initial Restricted Employee without person or entity with which the prior written consent Company is then engaged in material discussions regarding that person or entity becoming a client or customer of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth the Company in the foregoing clause (i) solely as a result Business, for the purpose of inducing any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited such customer or client to move its account from hiring any Initial Restricted Employees who respond the Company to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with another company in the Business. (b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller nothing in this sentence shall not be in breach prevent Employee from becoming employed by or providing consulting services to any such customer or client of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees. (c) Except as provided Company in the Transition Services AgreementBusiness, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take solicit any action which is intended to induce any Seller Engineering Employee to leave his other employee of the Company for employment or her employ a consulting or other services arrangement with Seller. (d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf an Other Entity. The restrictions of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer this Section 3.3 shall not be in breach deemed to prevent Employee from owning not more than 5% of its non-solicitation obligation under this Section 6.10(d) solely as a result the issued and outstanding shares of any general solicitation advertisements that class of securities of an issuer engaged in the Business whose securities are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond listed on a national securities exchange or registered pursuant to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (eSection 12(g) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceableSecurities Exchange Act of 1934, and each as amended, or from owning any amount of securities of an issuer who is not engaged in the Business whose securities are listed on a national securities exchange or registered pursuant to Section 12(g) of the following rights and remedies is in addition toSecurities Exchange Act of 1934, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10. (f) Each Party agrees that, in amended. In the event a court of competent jurisdiction declares there has been a breach by such Party determines that the foregoing restriction is unreasonable in terms of geographic scope or otherwise then the court is hereby authorized to reduce the scope of said restriction and enforce this Section 3.3 as so reduced. If any sentence, word or provision of this Section 6.103.3 shall be determined to be unenforceable, the term of any such term or covenant so breached same shall be automatically extended with respect severed herefrom and the remainder shall be enforced as if the unenforceable sentence, word or provision did not exist. Notwithstanding any provision of this Agreement to such Party the contrary, the terms and conditions of this Section 3.3 shall survive for a period of two (2) years following termination of Employee’s employment with the Company, at which time the terms and conditions of the violation from the date on which such breach ceasesthis Section 3.3 shall terminate.

Non-Solicitation. (a) Parent and each Seller agrees that from and after the date of this Agreement until eighteen (18) months after the Closing Date (the “Non-Solicitation Period”), it shall not, whether and it shall cause its Subsidiaries not to, directly or indirectly, during request or induce any person who is either at any time from the period beginning on date of this Agreement to the Closing Date and ending on employed primarily in connection with the second anniversary of the Closing Date (such period, the “Restricted Period”), (i) solicit the employment of, Business or hire, is employed by Purchaser or any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond Subsidiaries to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave terminate his or her employ employment with the Business. , Purchaser or any of its Subsidiaries (b) Seller shall notincluding, whether directly after the Closing, the Purchased Companies), or indirectly, hire during the Restricted Non-Solicitation Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyersuch employee; provided, however, that Seller the foregoing shall not be in breach apply (i) to solicitations made by job opportunity advertisements and headhunter searches directed to the general public rather than targeting any employees of Purchaser or any of its non-Subsidiaries and, with respect to all employees other than senior management of the Business as conducted by Purchaser and its Subsidiaries, the hiring of such employees or (ii) with respect to any employee who has been terminated by such other party prior to (or has voluntarily left his or her employment more than six months prior to) such solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employeesor hiring. (cb) Except as provided in Purchaser agrees that during the Transition Services AgreementNon-Solicitation Period, Boeing Commercial Airplanes (“BCA”) it shall not, and Buyer it shall cause its Subsidiaries not on behalf of BCAto, whether directly or indirectly, during request or induce any person who is at any time from the Restricted Period, (i) solicit date of this Agreement to the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth Closing Date employed in the foregoing clause Excluded Businesses (iother than with respect to the employees being transferred with the Business pursuant to the terms of this Agreement) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave terminate his or her employ employment with Seller. (d) Except as provided in the Transition Services AgreementExcluded Businesses, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, hire during the Restricted Period, solicit the employment of Non-Solicitation Period any New Seller Engineering Employees without the prior written consent of Sellersuch employee; provided, however, that Buyer the foregoing shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: apply (i) the right to solicitations made by job opportunity advertisements and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury headhunter searches directed to the non-breaching Party and that money damages would not provide an adequate remedy general public rather than targeting any employees of Parent, Sellers or any of their respective Subsidiaries and, with respect to all employees other than senior management of the non-breaching PartyExcluded Businesses, and the hiring of such employees or (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to any employee who has been terminated by such Party for a period of time of the violation from the date on which other party prior to (or has voluntarily left his or her employment more than six months prior to) such breach ceasessolicitation or hiring.

Non-Solicitation. (a) Seller shall notThe Sellers’ Representative agrees that, whether directly or indirectly, during for the period beginning commencing on the Closing Date and ending expiring on the second third (3rd) anniversary thereof, neither it nor any other member of the Closing Date Sellers’ Group shall (such period, without the “Restricted Period”), consent of the Purchasers’ Representative) directly or indirectly (i) solicit the employment of, induce or hire, encourage any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Transferred Employee to leave his or her employ position of employment with the Business. Purchasers’ Group or to accept any other position or employment, (bii) Seller shall notsolicit for employment or any similar arrangement any Transferred Employee, whether directly or indirectly, during the Restricted Period solicit the employment of (iii) hire or assist any Additional Restricted Employee without the prior written consent of Buyerother person in hiring any Transferred Employee; provided, however, that Seller this Section 5.20(a) (Non-Solicitation) shall not be in breach apply to Transferred Employees who have not been employed by any member of its non-solicitation obligation under the Purchasers’ Group at any time during the six (6) months prior to the applicable inducing, encouraging, soliciting or hiring and the provisions of this Section 6.10(b5.20(a) solely as (Non-Solicitation) shall not prohibit general solicitations for employment through advertisements not specifically directed at Transferred Employees. (b) The Purchasers’ Representative agrees that, for the period commencing on the date hereof and expiring on the third (3rd) anniversary of the Closing Date, neither it nor any other member of the Purchasers’ Group shall (without the consent of the Sellers’ Representative) directly or indirectly (i) induce or encourage any BBVA Employee to leave his position of employment with the Sellers’ Group or to accept any other position or employment, (ii) solicit for employment or any similar arrangement any BBVA Employee, or (iii) hire or assist any other person in hiring any BBVA Employee; provided, however, that this Section 5.20(b) (Non-Solicitation) shall not apply to BBVA Employees who have not been employed by a result member of any general solicitation advertisements that are not targeted the Sellers’ Group at any Additional Restricted Employees time during the six (6) months prior to the applicable inducing, encouraging, soliciting or hiring and Seller the provisions of this Section 5.20(b) (Non-Solicitation) shall not be prohibited from hiring any Additional Restricted Employees who respond to such prohibit general solicitation solicitations for employment through advertisements not targeted specifically directed at the Additional Restricted BBVA Employees. (c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller. (d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach For purposes of this Section 6.10 would cause irreparable injury to the non5.20 (Non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.Solicitation):

Non-Solicitation. (a) Seller shall not, whether directly or indirectly, during and Seller Parent agrees that from and after the period beginning on the Closing Date and ending on the second anniversary date of this Agreement until one year after the Closing Date (such period, the “Restricted Non-Solicitation Period”), (i) solicit they shall not, and shall cause the Non-Company Affiliates not to request or induce any Person who is at any time from the date of this Agreement to the Closing Date employed by the Company or any Company Subsidiary as a vice president or higher officer to terminate his or her employment ofwith the Company and the Company Subsidiaries, or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth except in the foregoing clause (i) solely as a result ordinary course of any general solicitation advertisements business, and except for employees that are not targeted at any Initial Restricted Transferred Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business. (b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller the foregoing shall not be in breach apply (i) to solicitations made by job opportunity advertisements and headhunter searches directed to the general public rather than targeting any employees of its non-solicitation obligation under this Section 6.10(bthe Company or the Company Subsidiaries or (ii) solely as a result of with respect to any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees employee who respond has been terminated by the Company or the Company Subsidiaries (or has voluntarily left his or her employment more than six months prior to such general solicitation advertisements not targeted at the Additional Restricted Employeessolicitation). (cb) Except as provided in Investor agrees that during the Transition Services AgreementNon-Solicitation Period, Boeing Commercial Airplanes (“BCA”) it shall not, and Buyer it shall cause its Affiliates (including the Company and the Company Subsidiaries) not on behalf of BCAto, whether directly or indirectly, request or induce any employee who is not a Transferred Employee or any Person who is at any time during the Restricted PeriodNon-Solicitation Period employed by Seller or any of its Non-Company Affiliates, in each case, as a vice president or higher officer (iwhether at the Seller Parent corporate or business division level) solicit with whom it had contact in the employment of, or hire, any Seller Engineering Employees without course of evaluating and negotiating a possible transaction involving the prior written consent of Company with Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave terminate his or her employ employment with Seller. (d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf Seller or any of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Sellerits Non-Company Affiliates; provided, however, that Buyer the foregoing shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: apply (i) the right to solicitations made by job opportunity advertisements and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury headhunter searches directed to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and general public rather than targeting any employees of Seller or any of its Affiliates or (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to any employee who has been terminated by Seller or any of its Affiliates, as applicable, (or has voluntarily left his or her employment) more than six months prior to such Party for a period of time of the violation from the date on which such breach ceasessolicitation.

Non-Solicitation. (a) Seller shall not11.1 The Company undertakes to the Acquirer that, whether directly or indirectly, during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”), (i) solicit the employment of, or hire, any Initial Restricted Employee without the express prior written consent of Buyerthe Acquirer, providedprior to the Effective Date it shall: (a) not, howeverand it shall procure that no member of the Group, that Seller shall not be in breach or any of its non-solicitation obligation set forth or their Representatives (acting in the foregoing clause their capacity as such) shall: (i) solely as directly or indirectly solicit or (save to the extent that the fiduciary duties of the Company Directors are considered by them to so require, and only in response to an unsolicited approach) encourage any person other than the Acquirer to make or be involved in a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted EmployeesCompeting Proposal; or or (ii) take indicate the basis on which any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business.Competing Proposal might be made; (b) Seller shall not, whether not directly or indirectlyindirectly (save to the extent that the fiduciary duties of the Company Directors are considered by them to so require and only in response to an unsolicited approach), during and shall procure that no member of the Restricted Period solicit Group and none of the employment Company’s Representatives (acting in their capacity as such) shall, from the date of this Agreement enter into any Additional Restricted Employee without the prior written consent of Buyer; provideddiscussions or negotiations with, howeveror provide any information to, that Seller shall not be any person who is considering making or being involved in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees.Competing Proposal; (c) Except as provided terminate any discussions or negotiations relating to a Competing Proposal in which it is currently engaged and procure that all members of the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, Group and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, Company’s Representatives terminate any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that such discussions they are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisementsengaged in; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller.and (d) Except as provided promptly inform the Acquirer of any Competing Proposal including the identity of the Third Party and any proposed terms disclosed to the Company or the Company’s Representative by a Third Party in respect of a Competing Proposal. 11.2 The Company undertakes that the Directors will not recommend any Third Party Competing Proposal unless the Competing Proposal is a considered by them in the Transition Services Agreementexercise of their fiduciary duty to be a Superior Competing Proposal. 11.3 If, BCA shall notwithstanding the provisions of Clauses 11.1 and 11.2 above, a Third Party makes a Competing Proposal either publicly or to the Company or the Company’s Representatives, and the Company Directors consider it to be a Superior Competing Proposal which they intend to recommend, the Company and/or the Company’s Representatives will notify the Acquirer in writing of the terms of the Superior Competing Proposal and the identity of the Third Party making such proposal and will procure that the Directors will not withdraw or adversely modify its recommendation of the Acquisition unless: (a) the Acquirer notifies the Company that it is not willing to revise the terms of the Consideration to exceed that of the Superior Competing Proposal in the view of the Company Board in the exercise of its fiduciary duty; or (b) the Acquirer does not, and Buyer shall not on behalf within 72 hours of BCAbeing notified in writing of the terms of the Superior Competing Proposal, whether directly notify the Company or indirectlythe Company’s Representatives that it will revise the terms of the Consideration to exceed that of the Superior Competing Proposal in the view of the Company Board in the exercise of its fiduciary duty; or (c) the Acquirer, during having confirmed within 72 hours of being notified in writing of the Restricted Period, solicit terms of the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, howeverSuperior Competing Proposal, that Buyer shall not be it will revise the terms of the Consideration to exceed that of the Superior Competing Proposal in breach the view of the Company Board in the exercise of its fiduciary duty, fails within 120 hours of receipt of notice of the Superior Competing Proposal to announce the terms of its increased Consideration in respect of the Acquisition. For the avoidance of doubt, these non-solicitation obligation under this Section 6.10(d) solely as a result and matching right provisions contained in Clauses 11.1, 11.2 and 11.3 will recur and subsist should numerous Superior Competing Proposals be made unless and until the provisions of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury Clause 11.3(a) to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii11.3(c) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10are met. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.

Non-Solicitation. (a) For a period of one year following the Closing Date, Seller shall not, whether and shall cause its Subsidiaries not to, directly or indirectly, during solicit for employment any Transferred Employee, unless such person ceased to be an employee of Purchaser or its Subsidiaries prior to such action by Seller or its Subsidiaries, or, in the period beginning on case of such person’s voluntary termination of employment with Purchaser or its Subsidiaries, at least six months prior to such action by Seller or its Subsidiaries; provided that the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”), (i) solicit the employment of, foregoing provision will not prevent Seller or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result Subsidiaries from employing any such person who contacts Seller or any of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave its Subsidiaries on his or her employ with own initiative without any direct or indirect solicitation by, or encouragement from, Seller or any of its Subsidiaries; provided further that the Businesspublication of advertisements in newspapers and/or electronic media of general circulation (including advertisements posted on the Internet) will not be deemed a violation of this Section 5.16(a). (b) Seller For a period of one year following the Closing Date, Purchaser shall not, whether and shall cause its Subsidiaries not to, directly or indirectly, during the Restricted Period solicit the for employment any employee of Seller or any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result Subsidiaries, unless such person ceased to be an employee of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond or its Subsidiaries prior to such general solicitation advertisements not targeted at the Additional Restricted Employees. (c) Except as provided action by Purchaser or its Subsidiaries, or, in the Transition Services Agreementcase of such person’s voluntary termination of employment with Seller or its Subsidiaries, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall at least six months prior to such action by Purchaser or its Subsidiaries; provided that the foregoing provision will not on behalf of BCA, whether directly prevent Purchaser or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result Subsidiaries from employing any such person who contacts Purchaser or any of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave its Subsidiaries on his or her employ with Seller. own initiative without any direct or indirect solicitation by, or encouragement from, Purchaser or any of its Subsidiaries; provided further that the publication of advertisements in newspapers and/or electronic media of general circulation (dincluding advertisements posted on the Internet) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall will not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as deemed a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach violation of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.105.16(b). (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.

Non-Solicitation. (a) Seller For a period of twelve (12) months from the Closing Date, HFSG shall not, whether directly or indirectlyand shall cause its Affiliates not to, during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”), (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of Buyer, directly or indirectly, solicit for employment, employ or hire any Business Employee; provided, howeverthat HFSG and its Affiliates may solicit, employ or hire any such Person who was terminated or otherwise discharged by any of the Acquired Companies or their respective Affiliates at least three (3) months prior to the first such solicitation or employment; provided, further, that nothing in this Section 8.08(a) shall prohibit Seller shall not be in breach or any of its non-Affiliates from employing or hiring any Person who contacts Seller or any of its Affiliates on his or her own initiative without direct solicitation obligation set forth in the foregoing clause (i) solely or as a result of any a general solicitation advertisements that are to the public or general advertising not targeted directed at any Initial Restricted Business Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business. (b) Seller shall notFor a period of twelve (12) months from the Closing Date, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees. (c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) Buyer shall not, and Buyer shall cause its Subsidiaries (including the Acquired Companies) not on behalf of BCAto, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, directly or indirectly, solicit for employment, employ or hire any employee who received severance payments under the Seller Severance Plan, any Business Employee who does not become a Transferred Employee or any individual who provides transition services pursuant to the Transition Services Agreement; provided, however, that Buyer shall and its Subsidiaries may solicit, employ or hire any such individual (other than any employee who received severance payments under the Seller Severance Plan or Business Employees who do not be in breach become Transferred Employees) who was terminated or otherwise discharged by Seller or any of its non-Affiliates at least three (3) months prior to the first such solicitation obligation set forth or employment; provided, further, that nothing in this Section 8.08(b) shall prohibit Buyer or any of its Subsidiaries from employing or hiring any Person (other than any employees who received severance payments under the foregoing clause (iSeller Severance Plan or Business Employees who do not become Transferred Employees) solely who contacts Buyer or any of its Subsidiaries on his or her own initiative without direct solicitation or as a result of any a general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller. (d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would public or general advertising not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any directed at such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10individuals. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.

Non-Solicitation. (a) Seller shall notIn exchange for the Company providing the Grantee the consideration set forth herein and other confidential information, whether during the Grantee's employment with the Company and for a period of one year after the separation of such employment for any reason, the Grantee hereby agrees not to, either directly or indirectly, during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”), : (i) solicit the employment of, or recruit, employ, hire, cause to be employed or hired, entice away, or establish a business with any Initial Restricted Employee without person whom the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its nonGrantee had contact with or job-solicitation obligation set forth related information about in the foregoing clause (i) solely as a result course of such person's employment or other relationship with the Company, or suggest to or discuss with any general solicitation advertisements such person the discontinuation of that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at person's status or employment with the Initial Restricted EmployeesCompany; or (ii) take on behalf of any action person or entity engaged in the same or similar business as the Company, call on, service, solicit, or accept competing business from the Company's customers or prospective customers whom or which is intended the Grantee, within the previous two (2) years, had or made contact with regarding the Company's business or had access to induce any Initial Restricted Employee to leave his the Company's information or her employ with the Businessfiles about such customer or prospective customer. (b) Seller To the extent that any provision of this Section 10 shall be determined to be invalid or unenforceable in any respect or to any extent, the provision shall not be void or rendered invalid, but instead shall be automatically amended for such lesser term, to such lesser extent, or in such other lesser degree, as will grant the Company the maximum protection and restrictions on the Grantee's activities permitted by applicable law in such circumstances. If the Grantee violates a non-solicitation provision described above and the Company brings legal action for injunctive relief, the Company shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of such breach or the time involved in obtaining the relief, be deprived of the benefit of the full period of the provision(s) violated. Accordingly, the provision(s) shall be deemed to be in effect for the duration specified therein, computed from the date the relief is granted but not to include any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at period of time during which the Additional Restricted EmployeesGrantee is in violation of the provision(s). (c) Except as provided in The Company's right to enforce the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf terms of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer this Section 10 shall not be in breach of its affected by the existence or non-solicitation obligation set forth in the foregoing clause (i) solely as a result existence of any general solicitation advertisements that are not targeted other similar agreement for anyone else, or by the Company's failure to fully enforce, or enforce at any Seller Engineering Employeesall, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller. (d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment terms of any New Seller Engineering Employees without the prior written consent other such agreement. The provisions of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that 10 are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, to and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law do not supersede, cancel or in equity for such actions: replace, (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Partyany agreement regarding non-solicitation or non-recruitment of customers, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed consultants or employees previously or subsequently signed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching PartyGrantee, and or (ii) the right and remedy to collect from the breaching Party any provisions of an existing agreement regarding any such Losses incurred by subjects. Likewise, this Agreement does not alter or amend the non-breaching Party as a result terms of enforcing this Section 6.10. any existing agreement between the Company and the Grantee concerning employment, and such agreement shall not operate to preclude the enforcement (for cancel the terms) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, Agreement. In case of any conflict between the term terms of this Agreement and the terms of any such term agreement concerning employment, the terms of that agreement shall not operate to cancel, supersede or covenant so breached preclude the enforcement of the terms of this Agreement. The terms of any other such agreement shall be automatically extended with respect construed and enforced without reference to this Agreement unless such Party for a period of time of the violation from the date on which such breach ceasesagreement references this Agreement, specifically or generally.

Non-Solicitation. (a) As an inducement to Buyer to enter into this Agreement, Seller shall not, whether directly or indirectlyagrees that, during the twelve (12) month period beginning commencing on the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”), Seller shall not, and shall cause its direct and indirect Subsidiaries to not, whether on their own behalf or jointly with or as an agent for any other Person, (i) solicit the or induce or attempt to solicit or induce (including by recruiting, interviewing or identifying or targeting as a candidate for recruitment) any Transferred Employee to terminate, restrict or hinder such person’s employment of, or hire, association with TEGNA or any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth subsidiaries or interfere in any way with the foregoing clause (i) solely as a result relationship between such individual and TEGNA or any of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; its Subsidiaries or (ii) take hire or offer to hire or employ any action which is intended to induce Transferred Employee as an employee or consultant in any Initial Restricted Employee to leave his or her employ with the Business. (b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyercapacity; provided, however, that Seller shall (x) general solicitations (of a bona fide nature) published in a journal, newspaper or other publication or posted on an Internet job site or social media and not be in breach of its non-solicitation obligation under this Section 6.10(b) solely specifically directed towards any such individual (and hiring or offering to hire any individual as a result thereof) and (y) soliciting or hiring any individual whose employment with TEGNA or any of its Subsidiaries terminated at least six (6) months prior to the commencement of employment discussions between Seller or Tribune or any general solicitation advertisements that are not targeted at any Additional Restricted Employees of their respective Subsidiaries or Affiliates and Seller such individual shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at constitute a breach of the Additional Restricted Employeescovenant in this Section 6.6(a). (cb) Except as provided in the Transition Services As an inducement to Seller to enter into this Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, TEGNA agrees that during the Restricted Period, TEGNA shall not, and shall cause its direct and indirect Subsidiaries to not, whether on their own behalf or jointly with or as an agent for any other Person, (i) solicit the employment ofor induce or attempt to solicit or induce (including by recruiting, interviewing or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely identifying or targeting as a result candidate for recruitment) any corporate-level employee of Seller or Tribune to terminate, restrict or hinder such person’s employment or association with Seller or Tribune or interfere in any general solicitation advertisements that are not targeted at any way with the relationship between such individual and Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or Tribune or (ii) take hire or offer to hire or employ as an employee or consultant in any action which is intended to induce capacity any such corporate-level employee of Seller Engineering Employee to leave his or her employ with Seller. (d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees Tribune without the prior written consent of Seller; providedprovided that (x) general solicitations (of a bona fide nature) published in a journal, however, that Buyer shall newspaper or other publication or posted on an Internet job site or social media and not be in breach of its non-solicitation obligation under this Section 6.10(d) solely specifically directed towards any such individual (and hiring or offering to hire any individual as a result thereof) and (y) soliciting or hiring any individual whose employment with Seller or Tribune terminated at least six (6) months prior to the commencement of employment discussions between Buyer or any general solicitation advertisements that are not targeted at any New Seller Engineering Employees of its Subsidiaries or Affiliates and Buyer such individual shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent constitute a breach of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders 6.6(b). (c) Each of the Parties acknowledges and injunctions by any court agrees that the restrictions contained in this Section 6.6 are reasonable in scope and duration in light of competent jurisdiction, it the purpose and intent of this Agreement and the valuable consideration being agreed conveyed by the Parties as provided herein and are necessary to protect Buyer and its Affiliates. If, for any reason any Governmental Authority determines that any breach of those restrictions is not reasonable or are overbroad or unenforceable or that the consideration is inadequate in any jurisdiction or context, such restrictions shall be interpreted, modified or rewritten to include as much of the duration and scope as will render such restrictions valid and enforceable. The parties agree that the covenants contained in this Section 6.6 shall be enforced independently of any other obligations between or among the Parties, and that the existence of any other claim or defense shall not affect the enforceability of this Section 6.10 would cause irreparable injury to Agreement or the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10remedies hereunder. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.

Non-Solicitation. During the period Employee is performing services for the Employer and for a period of one (a1) Seller shall year following the termination of the Employee’s services for the Employer for any reason other than termination without “cause”, the Employee agrees that the Employee will not, whether directly or indirectly, during for the period beginning on Employee’s benefit or for the Closing Date and ending on the second anniversary benefit of any other person, firm or entity, do any of the Closing Date (such period, the “Restricted Period”), following: (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause attempt to solicit from (i) solely as a result any customer that Employee serviced or learned of any general solicitation advertisements that are not targeted at any Initial Restricted Employeeswhile in the employ of the Employer (“Customer”), but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action referral sources or prospective referral sources which are actively being sought by Employer at the time of Employee’s termination (a “Referral Source”), or (iii) any potential customer of the Employer which has been the subject of a known written or oral bid, offer or proposal by the Employer, or of substantial preparation with a view to making such a bid, proposal or offer, within twelve months prior to such Employee’s termination (“Potential Customer”), business of a similar nature or related to the business of the Employer; (ii) accept any business from, or perform any work or services for, any Customer, Referral Source or Potential Customer, which business, work or services is intended similar to the business of the Employer; (iii) cause or induce or attempt to cause or induce any Initial Restricted Employee Customer, Referral Source or Potential Customer, licensor, supplier or vendor of the Employer to leave his reduce or her employ sever its affiliation with the Business.Employer; (b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees. (c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (iiv) solicit the employment or services of, or hirehire or engage, or assist anyone else to hire or engage, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not person who was known to be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely employed or engaged as a result consultant by or was a known employee of or consultant to the Employer upon the termination of the Employee’s services to the Employer, or within twelve months prior thereto; or (v) otherwise interfere with the business or accounts of the Employer. For purposes hereof, “solicitation” shall include directly or indirectly initiating any contact or communication of any general solicitation advertisements that are not targeted at kind whatsoever for purposes of inviting, encouraging or requesting such Customer, Referral Source, Potential Customer, licensor, supplier, vendor, employee or consultant to materially alter its business relationship, or engage in business, with the Employee or any Seller Engineering Employeesperson, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; firm or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Sellerentity other than the Employer. (d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.

Non-Solicitation. (a) Seller shall not, whether directly or indirectly, during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”), (i) solicit the employment of, or hire, any Initial Restricted Employee without Without the prior written consent of BuyerPurchaser, providedneither Seller nor any of its Affiliates shall, howeverfor a period of two (2) years following the Closing, solicit to employ any person who is a Transferred Employee and who is employed by the Business (whether as an employee or independent contractor); provided that Seller shall not be in breach of and its non-solicitation obligation set forth in the foregoing clause Affiliates (i) solely as a result may solicit and hire any such Transferred Employee whose employment or other relationship with Purchaser or any of its Affiliates is terminated by Purchaser or any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; of its Affiliates or (ii) take any action which is intended hire such Transferred Employee who responds to induce any Initial Restricted Employee to leave his or her employ with the Business. (b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are advertisement not targeted at employees or independent contractors of Purchaser or any Additional Restricted Employees and Seller shall not be prohibited from hiring of its Affiliates without any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees. (c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf violation of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without this Section 8.4. Without the prior written consent of Seller, provided, however, that Buyer shall not be in breach neither Purchaser nor any of its non-solicitation obligation set forth in Affiliates shall, for a period of two (2) years following the foregoing clause Closing, solicit to employ (i) solely any person who was employed by Seller or any of its Affiliates (whether as an employee or independent contractor) in the Business but who is not a result Transferred Employee and who is employed by Seller or any of its Affiliates, (ii) any general solicitation advertisements person who was employed by Seller or any of its Affiliates (whether as an employee or independent contractor) in the Business but who is not a Transferred Employee and who resigned or retired from Seller or any of its Affiliates within six (6) months prior to the Closing, (iii) any person who is employed by Seller or any of its Affiliates in Seller’s Other Businesses or (iv) any other employee of Seller or any Affiliate of Seller with whom Purchaser came into contact in connection with the negotiation of this Agreement; provided that are not targeted at Purchaser and its Affiliates (i) may solicit and hire such person whose employment or other relationship with Seller or any of its Affiliates is terminated by Seller Engineering Employees, but Buyer shall be prohibited from hiring or any Seller Engineering Employee who respond to such general solicitation advertisements; of its Affiliates or (ii) take any action which is intended hire such person who responds to induce any Seller Engineering Employee to leave his or her employ with Seller. (d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are advertisement not targeted at employees or independent contractors of Seller or any New Seller Engineering Employees and Buyer shall not be prohibited from hiring of its Affiliates without any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach violation of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.108.4. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.

Non-Solicitation. (a) Seller shall notagrees that, whether directly or indirectly, during the for a period beginning commencing on the Closing Date and ending on the second anniversary date that is 18 months after the Closing Date, Seller shall not, and shall cause its Subsidiaries not to, solicit for employment or hire any Company Employee listed on Section 5.06(a) of the Closing Date (such period, the “Restricted Period”), Seller Disclosure Schedule; provided that this Section 5.06(a) shall not prohibit Seller or any of its Subsidiaries from (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as conducting a result of any general solicitation advertisements or advertisement that are is not targeted specifically directed at any Initial Restricted Company Employees, but Seller shall be prohibited from ; (ii) soliciting for employment or hiring any Initial Restricted Employees individuals who respond have not been employed or engaged by a Company Group member for a period of six months prior to the date such general solicitation advertisements not targeted at the Initial Restricted Employeesindividuals were first solicited for employment; or (iiiii) take soliciting for employment or hiring any action which is intended to induce any Initial Restricted Employee to leave his individuals whose employment or her employ engagement with the Businessapplicable Company Group member is terminated by such Company Group member. (b) Seller Buyer agrees that, for a period commencing on the Closing Date and ending on the date that is 18 months after the Closing Date, Buyer shall not, whether directly and shall cause its Subsidiaries (including the Company Group members after the Closing) not to, solicit for employment or indirectly, during hire any employee of Seller or its Affiliates listed on Section 5.06(b) of the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of BuyerSeller Disclosure Schedule; provided, however, provided that Seller this Section 5.06(b) shall not be in breach prohibit Buyer or any of its non-solicitation obligation under this Section 6.10(bSubsidiaries from (i) solely as conducting a result of any general solicitation advertisements or advertisement that are is not targeted specifically directed at any Additional Restricted Employees employees of Seller and Seller shall not be prohibited from its Affiliates; (ii) soliciting for employment or hiring any Additional Restricted Employees individuals who respond have not been employed or engaged by Seller or its Affiliates for a period of six months prior to the date such general solicitation advertisements not targeted at the Additional Restricted Employeesindividuals were first solicited for employment; or (iii) soliciting for employment or hiring any individuals whose employment or engagement with Seller or its Affiliates is terminated by Person. (c) Except as provided The undertakings in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”Section 5.06(a) shall not, are given to Buyer and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach to each of its non-solicitation obligation set forth Affiliates and the undertakings in the foregoing clause (iSection 5.06(b) solely as a result of any general solicitation advertisements that are not targeted at any given to Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller. (d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of its Affiliates. Seller and Buyer each acknowledge that such undertakings are entirely independent restrictions and are no greater than is reasonably necessary to protect the following rights interests of Buyer and remedies is in addition toits Affiliates, on the one hand, and not in lieu ofof Seller and its Affiliates, any on the other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) hand. If the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court final judgment of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party that any term or provision of this Section 6.105.06(a) or Section 5.06(b) is invalid or unenforceable, the term Parties agree that such court making the determination of any such invalidity or unenforceability will have the power to reduce the scope, duration or area of the term or covenant so breached shall be automatically extended provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with respect a term or provision that is valid and enforceable and that comes closest to such Party for a period of time expressing the intention of the violation from invalid or unenforceable term or provision, and this Agreement will be enforceable as so modified after the date on expiration of the time within which such breach ceasesthe judgment may be appealed.

Non-Solicitation. (a) Seller During the period that this Agreement is in effect and for the three (3) year period immediately following termination of this Agreement, Independent Contractor shall not, whether not directly or indirectly, during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”), indirectly through another entity (i) solicit the employment induce or attempt to induce any employee of, or hireconsultant to, VMS or its subsidiaries to leave the employ of, or consultancy to, VMS or its subsidiaries, or in any Initial Restricted Employee way interfere with the relationship between VMS or its subsidiaries and any employee or consultant thereof, (ii) hire any person who was an employee of, or consultant to, VMS or its subsidiaries at any time during the twelve-month period immediately prior to the date on which such hiring would take place without the prior written consent of Buyer, provided, however, VMS (it being conclusively presumed by the parties so as to avoid any disputes under this section that Seller shall not be any such hiring within such twelve-month period is in breach violation of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result above); (iii) call on, solicit or service any customer, referral partner, affiliate, agent, supplier, licensee, licensor, consultant, contractor or other business relation of VMS or its respective subsidiaries in order to induce or attempt to induce such person to cease doing business with VMS or its subsidiaries, or in any general solicitation advertisements that are not targeted at way interfere with the relationship between any Initial Restricted Employeessuch customer, but Seller shall be prohibited from hiring referral partner, affiliate, agent, supplier, licensee, licensor, consultant, contractor or other business relation and VMS or its subsidiaries (including, without limitation, making any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employeesnegative statements or communications about VMS or its subsidiaries); or (iiiv) call on, solicit, or take away or attempt to call on, solicit, or take away any action which is intended to induce any Initial Restricted Employee to leave his of VMS’s customers, referral partners, affiliates, agents and vendors on whom Independent Contractor called or her employ with the Businesswhom Independent Contractor became acquainted during its contractual relationship with VMS, either on its behalf or that of other person, firm, or corporation. (b) Seller shall notIf, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees. time of enforcement of the covenants contained in this section above (c) Except as provided in the Transition Services Agreement“Protective Covenants”), Boeing Commercial Airplanes (“BCA”) a court shall nothold that the duration, and Buyer shall not on behalf of BCAscope or area restrictions stated herein are unreasonable under circumstances then existing, whether directly the parties hereto agree that the maximum duration, scope or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer area reasonable under such circumstances shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; substituted for the stated duration, scope or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller. (d) Except as provided in area and that the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which court shall be independent allowed to revise the Protective Covenants to cover the maximum duration, scope and area permitted by law. Independent Contractor agrees that the Protective Covenants are reasonable in terms of duration, scope and area restrictions and are necessary to protect the goodwill of VMS’s businesses and agrees not to challenge the validity or enforceability of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10Protective Covenants. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.

Non-Solicitation. Seller agrees that for a period of one (a1) year from and after the Closing Date, Seller shall not, whether and shall cause its Affiliates (other than Affiliates that are natural persons) not to, directly or indirectly, during solicit to hire or hire any Transferred Employee, unless such Person ceased to be an employee of Purchaser or its Subsidiaries prior to such action by Seller or its Affiliates, or, in the period beginning on case of such Person’s voluntary termination of employment with Purchaser or its Subsidiaries, at least three months prior to such action by Seller or its Affiliates. Notwithstanding the Closing Date and ending on the second anniversary of the Closing Date (such periodforegoing, the “Restricted Period”), (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business. (b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees. (c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller. (d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants restrictions set forth in this Section 6.105.16 prohibiting solicitation of employment shall not apply to bona fide general solicitations of, then the non-breaching Party or advertisements for, employment placed by Seller or its Affiliates that are not specifically targeted at such Persons. In addition, neither Seller nor any of its Affiliates (other than Affiliates that are natural persons) shall directly, or indirectly through another Person, for so long as Seller shall have continuing obligations under Section 5.17 below, call on, solicit or service any customer, supplier, licensee, licensor or other business relation of Purchaser or any of its Affiliates in order to induce or attempt to induce such Person to cease doing business with Purchaser or any of its Affiliates with respect to the following rights and remedies against the breaching PartyBusiness, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for any way interfere with the relationship between any such actions: customer, supplier, licensee or business relation with respect to the Business and Purchaser or any of its Affiliates (i) including making any negative statements or communications with respect to the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by Business about Purchaser or any court of competent jurisdiction, it being agreed by the Parties that any breach its Affiliates). For purposes of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.105.16, the term Affiliate (when used in the context of Seller) shall not include any such term Person that, after the Closing Date, acquires control of Seller (an “Acquiring Person”) or covenant so breached shall be automatically extended with respect to such Party for a period any Subsidiary of an Acquiring Person (other than Seller and its Subsidiaries at the time of such acquisition of control) (an “Acquiring Person Subsidiary”) that does not use information regarding the violation from the date on which such breach ceasesidentities of Transferred Employees for purposes of taking action that would otherwise be prohibited by this Section 5.16.

Non-Solicitation. (a) Seller Agilent agrees that for a period of two (2) years from and after the Separation Date it shall not, whether directly and it shall cause each of its Affiliates not to (and shall not encourage or indirectly, during the period beginning on the Closing Date and ending on the second anniversary assist any of the Closing Date (such period, the “Restricted Period”its Affiliates to), (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of BuyerVerigy, provideddirectly or indirectly, however, that Seller shall not be in breach solicit to hire (or cause or seek to cause to leave the employ of Agilent or any of its non-solicitation obligation set forth in the foregoing clause Affiliates) (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; Verigy Transferred Employee or (ii) take any other Verigy Employee, unless in each case such Person ceased to be an employee of Verigy or its Affiliates prior to such action which is intended by Agilent or any of its Affiliates, or, in the case of such Person's voluntary termination of employment with Verigy or any of its Affiliates, at least three (3) months prior to induce such action by Agilent or any Initial Restricted Employee of its Affiliates to leave his or her employ with the Businessextent allowable under Applicable Local Law. (b) Seller Verigy agrees that for a period of two (2) years from and after the Separation Date it shall not, whether directly and it shall cause its Affiliates not to (and shall not encourage or indirectlyassist any of its Affiliates to), during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; providedAgilent, howeverdirectly or indirectly, solicit to hire (or cause or seek to cause to leave the employ of Agilent or any if its Affiliates) any Agilent Employee or any Person that Seller shall not it or they know to be in breach employed by Agilent or any of its non-solicitation obligation under this Section 6.10(b) solely as a result Affiliates unless such Person ceased to be an employee of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond Agilent or such Subsidiary prior to such general solicitation advertisements not targeted action by Verigy or any of its Affiliates, or, in the case of such Person's voluntary termination of employment with Agilent or any of its Affiliates, at least three (3) months prior to such action by Verigy or any of its Affiliates to the Additional Restricted Employeesextent allowable under Applicable Local Law. (c) Except as provided Notwithstanding the foregoing, the restrictions set forth in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”Sections 10.7(a) and 10.7(b) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, apply to (i) solicit bona fide public advertisements for employment placed by any Party and not specifically targeted at the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result employees of any general solicitation advertisements that are not targeted at any Seller Engineering Employeesother Party, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which employee who is intended to induce any Seller Engineering Employee to leave his not a manager or her employ with Seller. (d) Except as provided an individual contributor who is engaged in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf design of BCA, whether directly Semiconductor Test Systems or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employeesprocesses. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.

Non-Solicitation. (a) Seller Except as set forth in Section 5.5, Buyer agrees that for a period of twelve (12) months from and after the Closing Date it shall not, whether and it shall cause its subsidiaries not to (and shall not encourage or assist any of its affiliates to), without the prior written consent of Seller, directly or indirectly, during solicit to hire (or cause or seek to cause to leave the employ of Seller or any of its Subsidiaries) (i) any Product Employee or (ii) any Person employed by Seller or any of its Subsidiaries who became known to or was identified to Buyer or any of its affiliates in connection with the transactions contemplated by this Agreement prior to the Closing, unless such Person ceased to be an employee of Seller or any of its Subsidiaries prior to such action by Buyer or any of its subsidiaries, or, in the case of such Person’s voluntary termination of employment with Seller or any of its Subsidiaries, at least three (3) months prior to such action by Buyer or any of its subsidiaries. (b) Seller agrees that for a period beginning on of twelve (12) months from and after the Closing Date it shall not, and ending on the second anniversary it shall cause each of the Closing Date its Subsidiaries not to (such period, the “Restricted Period”and shall not encourage or assist any of its affiliates to), (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of Buyer, provideddirectly or indirectly, however, that Seller shall not be in breach solicit to hire (or cause or seek to cause to leave the employ of Buyer or any of its non-solicitation obligation set forth in the foregoing clause subsidiaries) (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; Transferred Employee or (ii) take any action which is intended Person employed by Buyer or any of its subsidiaries who became known to induce or was identified to Seller or any Initial Restricted Employee to leave his or her employ of its affiliates in connection with the Business. (b) Seller shall nottransactions contemplated by this Agreement prior to the Closing, whether directly unless such Person ceased to be an employee of Buyer or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond subsidiaries prior to such general solicitation advertisements not targeted action by Seller or any of its Subsidiaries, or, in the case of such Person’s voluntary termination of employment with Buyer or any of its subsidiaries, at the Additional Restricted Employeesleast three (3) months prior to such action by Seller or any of its Subsidiaries. (c) Except as provided in Notwithstanding the Transition Services Agreementforegoing, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation restrictions set forth in the foregoing clause (iSection 5.6(a) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (iiand Section 5.6(b) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller. (d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the apply to bona fide public advertisements for employment of placed by any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall party and not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not specifically targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each employees of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10party. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.

Non-Solicitation. (a) Seller shall not, whether directly or indirectly, during the period beginning Commencing on the Closing Effective Date and ending on continuing for a period of two (2) years after the second anniversary of the Closing Termination Date (such period, if the Company terminates your employment with or without Cause or you terminate your employment with or without Good Reason) or (ii) one (1) year after the Termination Date (if your employment terminates due to your Disability or the Term expires in accordance with this Agreement after the delivery of a Non-renewal Notice by either party) (“Restricted Period”), you will not, directly or indirectly, individually or as a part of or on behalf of any other person, company, employer or other entity: (i) hire or attempt to solicit for hire (other than on behalf of the employment of, or hireCompany), any Initial Restricted Employee without person who is employed by the Company within six (6) months prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted action until at least six (6) months after the Initial Restricted Employeesperson’s employment with the Company ends (“Covered Employee”); or or (ii) take solicit, encourage or attempt to persuade any action which is intended consultant, vendor, client or customer to induce any Initial Restricted Employee to leave his terminate or her employ adversely modify its existing relationship with the BusinessCompany, except during the Term where you are authorized to do so and have a reasonable good faith belief that such termination or modification is in the best interests of the Company. (b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees. (c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectlyIf, during the Restricted Period, any Covered Employee accepts employment with any person, company, employer or other entity of which you are an officer, director, employee, partner, shareholder (iother than of less than 5% of the stock in a publicly traded company) solicit or joint venturer, it will be presumed that the employment of, Covered Employee was hired in violation of this provision (“Presumption”). This Presumption may be overcome by your showing by a preponderance of the evidence that you were not directly or hire, any Seller Engineering Employees without indirectly involved in soliciting or encouraging the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Covered Employee to leave his or her employ employment with Sellerthe Company. (dc) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly You agree to notify any person or indirectly, entity to which you provide services during the Restricted PeriodPeriod of the terms of your obligations, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; providedif any, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties 10. The parties agree that any breach of this Section 6.10 would cause irreparable injury 10 will entitle the Company to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of injunction without bond enforcing this Section 6.10. (f10 or for breaching Section 10(a) Each Party agrees that, in the event a court Company shall be entitled to liquidated damages equal to the amount of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term annual total compensation of any person solicited or hired in breach of Section 10(a). The parties are agreeing to liquidated damages as an option to actual damages in recognition that the Company’s employees are among its most valuable assets, but it is often difficult to prove the actual damages resulting from such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceasesbreach.

Non-Solicitation. (a) Seller shall not, whether directly or indirectly, during the For a period beginning commencing on the Closing Date date of this Agreement and ending on the second anniversary of the Closing Date (such period, the “Restricted Nonsolicitation Period”), neither Buyers nor the Company shall, directly or indirectly, for itself or on behalf of or in conjunction with any other person (iother than as a holder of not more than one percent (1%) solicit of the employment ofoutstanding stock of a corporation), nor shall it permit any of its subsidiaries, directors, officers, employees, agents, advisors or representatives to, directly or indirectly, call upon any person who is, at the time the person is called upon, an employee of Parent, for the purpose or with the intent of soliciting such employee away from or out of the employ of Parent, or hire, employ or offer employment to any Initial Restricted Employee without the prior written consent person who was or is employed by Parent unless such person shall have ceased to be employed by Parent for a period of Buyer, at least six months; provided, howeverthat, at the request of any Buyer or any Affiliate thereof, Parent may, in its sole discretion, determine to waive this provision with respect to one or more such employees of Parent, such waiver to be evidenced in a writing delivered by Parent to such Buyer; provided, further, that Seller shall not be notwithstanding anything to the contrary in breach this Agreement, for a period of six (6) months after the Closing the Company may solicit up to an aggregate of ten (10) employees of Parent (excluding employees of Parent employed by Force or any of its nonsubsidiaries) for purposes of post-solicitation obligation set forth Closing employment with the Company and; provided, further, that in the foregoing clause (i) solely as a result of event Buyers or the Company hire any general solicitation advertisements that are not targeted such employee at any Initial Restricted Employeestime during the Continuation Period, but Seller such employee shall be prohibited from hiring any Initial Restricted Employees who respond deemed to such general solicitation advertisements not targeted at be a “Transferred Employee” for all purposes hereunder as of the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Businessrespective date of hire. (b) Seller During the Nonsolicitation Period, Parent shall not, whether directly or indirectly, during for itself or on behalf of or in conjunction with any other person (other than as a holder of not more than one percent (1%) of the Restricted Period solicit outstanding stock of a corporation), nor shall it permit any of its subsidiaries, directors, officers, employees, agents, advisors or representatives to, directly or indirectly, call upon any person who is, at the time the person is called upon, an employee of the Company, for the purpose or with the intent of soliciting such employee away from or out of the employ of the Company, or employ or offer employment to any person who was or is employed by the Company unless such person shall have ceased to be employed by the Company, as applicable, for a period of any Additional Restricted Employee without the prior written consent of Buyerat least six (6) months; provided, howeverthat, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employeesrequest of Parent, any Buyer may, in its sole discretion, determine to waive this provision with respect to one or more such employees of the Company, such waiver to be evidenced in a writing delivered by such Buyer to Parent. (c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes The foregoing Sections 5.11(a) and (“BCA”b) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be deemed to prohibit any person from engaging in breach general media advertising or solicitation that may be targeted to a particular geographic or technical area but that is not targeted towards employees of its non-solicitation obligation set forth Parent (in the foregoing clause case of Section 5.11(a)) or the Company (i) solely as a result in the case of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with SellerSection 5.11(b)). (d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf For purposes of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d5.11, references to “Parent” shall mean Parent, together with its Affiliates (excluding the Company Entities and Parent Brazil with respect to the Brazilian Operations) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer references to the Company shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and mean each of the following rights and remedies is in addition toCompany Entities, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended Parent Brazil with respect to such Party for a period the Brazilian Operations and Brazil NewCo, as of time of and after the violation from the date on which such breach ceasesBRT Date.

Non-Solicitation. The Optionee covenants and agrees that during the Optionee’s Employment and for a period of twenty-four (a24) Seller months (and such period shall be tolled on a day-to-day basis for each day during which the Optionee participates in any activity in violation of the restrictions set forth in this Section 5(b)) after the termination of the Optionee’s Employment, whether such termination occurs at the insistence of the Company or the Optionee (for whatever reason), the Optionee shall not, whether directly or indirectly, during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”)shall not assist any other Person to, (i) hire or solicit for hire any employee of the employment of, Company or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in Immediate Affiliates or seek to persuade any employee of the foregoing clause (i) solely as a result Company or any of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond its Immediate Affiliates to such general solicitation advertisements not targeted at the Initial Restricted Employees; discontinue employment or (ii) take solicit or encourage any action which is intended independent contractor providing services to induce the Company or any Initial Restricted Employee of its Immediate Affiliates to leave his terminate or her employ diminish its relationship with the Business. (b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyerthem; provided, however, that Seller after termination of the Optionee’s Employment, these restrictions shall apply only with respect to employees of, and independent contractors providing services to, the Company or one of its Immediate Affiliates who were such on the date that the Optionee’s Employment terminated or at any time during the nine (9) months immediately preceding such termination date; and, provided further, that this Section 5(b) shall not be in breach violated by (x) any general advertising or other general methods of solicitation by another company or search firm not specifically directed at the employees or independent contractors of the Company or any of its non-Immediate Affiliates or (y) any such hiring, solicitation obligation under this Section 6.10(b) solely as a result or encouragement of any general solicitation advertisements that are not targeted at employee or independent contractors of the Company or any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees. (c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth Immediate Affiliates below the level of director, so long as you had no direct or indirect involvement in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Selleractivities. (d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.

Non-Solicitation. (a) Seller BSC shall not, whether directly or indirectlyand shall cause its Affiliates not to, during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”), (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of Buyerthe Purchaser or except as expressly provided in any Ancillary Agreement, providedfor a period of 18 months from the applicable Employee Transfer Date, howeverdirectly or indirectly, solicit for employment or hire any Transferred Employee whose employment was transferred as of such Employee Transfer Date; provided that Seller (i) BSC and its Affiliates are not prohibited from employing any such person who contacts BSC or any such Affiliate on his or her own initiative and without any direct or indirect solicitation by BSC or such Affiliate, and (ii) the term “solicit for employment” shall not be in breach deemed to include general solicitations of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of employment not specifically directed toward any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the BusinessPerson. (b) Seller The Purchaser shall not, whether directly or indirectlyand shall cause its Affiliates not to, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; providedBSC or except as expressly provided in any Ancillary Agreement, howeverfor a period of (x) except as otherwise provided in clause (y) below, that Seller shall not be 18 months from the Closing Date in breach the case of clause (I) below and 12 months from the Closing Date in the case of clause (II) below, directly or indirectly, solicit for employment or hire any individual who is employed by BSC or any of its non-solicitation obligation under this Section 6.10(bAffiliates as of the date hereof (or at any time during such period) solely and (I) becomes known to the Purchaser or any of its Affiliates or any officer, director, employee, agent or advisor of the Purchaser or its Affiliates as a result of the transactions contemplated by this Agreement or the Ancillary Agreements or (II) is recommended as a potential employee of the Purchaser or any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not of its Affiliates (who, when hired, would be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees. (c) Except classified as provided a Manager or above in the Transition Services AgreementPurchaser’s human resources system) by any of the individuals who received a Special Retention Bonus Program Participation Notice as described in Section 6.03 of the Disclosure Schedule, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not to the individual with responsibility for hiring decisions on behalf of BCAthe Purchaser or any of its Affiliates or (y) 18 months from the Cork Manufacturing Transfer Date, whether the Fremont Manufacturing Transfer Date or the West Valley Manufacturing Transfer Date (as applicable), directly or indirectly, during solicit for employment or hire any individual (other than the Restricted PeriodTransferred Employees) who (A) is employed in the Cork Facility or the Fremont manufacturing facility by BSC or any of its Affiliates as of the Cork Manufacturing Transfer Date or the Fremont Manufacturing Transfer Date, (i) solicit the employment ofrespectively, or hire, (B) was employed in the West Valley Facility prior to the West Valley Manufacturing Transfer Date and is employed elsewhere by BSC or any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely Affiliates as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller. (d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: West Valley Manufacturing Transfer Date; provided that (i) the right Purchaser and remedy to have its Affiliates are not prohibited from employing any such person who contacts the restrictive covenant in this Section 6.10 specifically enforced against Purchaser or any such breaching Party, including temporary restraining orders Affiliate on his or her own initiative and injunctions by without any court of competent jurisdiction, it being agreed direct or indirect solicitation by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching PartyPurchaser or such Affiliate, and (ii) the right and remedy term “solicit for employment” or “solicitation” shall not be deemed to collect from the breaching Party include general solicitations of employment not specifically directed toward any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10person. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.

Non-Solicitation. The Executive further agrees that the provisions of Section 3 of the Confidentiality Agreement relating to non-solicitation of employees shall apply for a period of thirty-six months following the Separation Date (athe “Confirmation Date”) Seller and shall notbe modified and expanded (i) to include the Executive’s agreement not to, whether directly or indirectly, induce, solicit, or attempt to persuade any individual who is, or at any time during the six month period beginning on the Closing Date and ending on the second anniversary of the Closing Separation Date was, employed at a Company hotel (any such periodindividual, the a “Restricted PeriodCompany Associate”), (i) solicit to accept employment with a company, organization or other association at which the employment ofExecutive is then employed, engaged or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business. (b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees. (c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller. (d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Partyassociated, and (ii) to require the right and remedy Executive to collect from give the breaching Party any such Losses incurred Company reasonable notice (which may be given to the General Counsel or CHRO of the Company by the non-breaching Party as a result of enforcing this Section 6.10. (femail) Each Party agrees that, in the event the Executive becomes actually aware (without an inquiry obligation) that a court Company Associate who (x) is a hotel general manager, or (y) holds the title of competent jurisdiction declares there has been Vice President or above, accepts employment with a breach by such Party of this Section 6.10company, organization or other association at which the Executive is then employed, engaged or associated (as so modified, the term “Nonsolicitation Covenant”). Executive agrees to grant to the Company a first priority, perfected security interest in all of his right, title and interest in and to all cash proceeds payable or shares of Class A Common Stock of the Company delivered upon exercise, settlement or vesting of the SARs, RSUs, or RSs (less any shares withheld for taxes), but solely applicable with regard to the SARs, RSUs, or RSs which are unvested as of the Separation Date, and all proceeds received thereon (less applicable taxes), as collateral security for the performance of his obligations under the Nonsolicitation Covenant pursuant to a security agreement (or similar agreement) and related documents, including, without limitation an escrow agreement if required by the Company, to be executed and delivered by the Executive on or before June 13, 2014; provided that (A) the Executive shall retain the right to direct the disposition of such term or covenant so breached SARs, RSUs and RSs and the investment of cash proceeds thereon while the security arrangements are in effect, and (B) that any SARs, RSUs, RSs, cash settlement amounts and shares of Class A Common Stock of the Company and any proceeds thereon subject to the security arrangements shall be automatically extended with respect released to such Party for a period of time of the violation from Executive on the date on which such breach ceasesConfirmation Date if the Executive has fulfilled his obligations under the Nonsolicitation Covenant.

Non-Solicitation. (a) Seller shall not, whether directly or indirectlyPurchaser hereby covenants and agrees, during the period beginning on the Closing Date date hereof and ending on the second (2nd) anniversary of the Closing Date (such periodthe “Purchaser Non Solicitation Period”), not directly or indirectly to (A) induce or attempt to induce any officer, employee, representative or agent of Matrix or any Subsidiary of Matrix (collectively, the “Restricted PeriodEntities”), (i) solicit to leave the employment ofemploy of such Restricted Entity, or (B) hire, within twelve months following the date of termination of such person’s employment with such Restricted Entity, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result person who was an employee of any general solicitation advertisements that are not targeted Restricted Entity (x) at any Initial time during the year prior to the date hereof or (y) during the Purchaser Non Solicitation Period, or (C) in any other way interfere with the relationship between any Restricted EmployeesEntity and any employee thereof. Notwithstanding the foregoing, but Seller shall be prohibited nothing in this Agreement will prevent Purchaser from (x) hiring any Initial Person who was employed at any time by any Restricted Employees who respond to Entity and whose employment was terminated by such general solicitation advertisements not targeted at Restricted Entity following the Initial Restricted Employees; Closing or (iiy) take hiring any action which is intended employee of a Restricted Entity who makes an unsolicited approach to induce any Initial Restricted Employee Purchaser seeking employment in response to leave his the general advertisement or her employ with the Businessother public announcement of a job opening. (b) Seller shall notSellers and Purchaser agree, whether for a period of five (5) years from the Closing Date, not to, directly or indirectly, during make any statement or other communication (whether written or oral) that impugns or attacks the reputation or character of Purchaser, any Seller or Restricted Period solicit Entity, or damages the employment goodwill of Purchaser, any Additional Seller or any Restricted Employee without Entity. (c) Each Seller other than Matrix hereby covenants and agrees, for the prior respective period of time from and after the Closing Date set forth opposite such Seller’s name on Exhibit 6.7(c) hereto, not to, and to cause its Subsidiaries not to, establish a business or employ Persons with the intent of competing with the provision of: (i) managed account platform technology, including back office systems to support the administration of an investment advisor’s managed account business or (ii) advisory and administrative services to investment advisors and their clients as part of a managed account platform technology, in the case of either of the preceding clauses (i) or (ii), anywhere within the United States (a “Competing Business”). Subject to any exceptions set forth by the separate written consent agreement of BuyerMatrix and Purchaser, Matrix hereby covenants and agrees, for a period of three (3) years from the Closing Date, not to, and to cause its Subsidiaries not to, establish a business or employ Persons with the intent of competing with the development, marketing, selling or provision of one or more products or services (individually or as a bundle) consisting of (i) investment products research and/or due diligence, (ii) desktop asset management application, (iii) performance reporting, and (iv) any investment advisory services to the wealth management industry, other than in each of the preceding clauses (i)-(iv) as relates to the corporate, not-for-profit, employee force-out, or governmental retirement plan markets (a “Matrix Competing Business”); provided, however, that Seller this provision shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees. (c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, prohibit Matrix from: (i) solicit acquiring a company or business that is an Affiliate of a Matrix Competing Business, if such Matrix Competing Business comprises one-quarter or less of the employment of, total revenues of such company or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisementsbusiness; or (ii) take continuing to conduct the businesses in which Matrix and its subsidiaries (other than Prima) are engaged in as of the date of this Agreement, including without limitation the continued development, marketing and provision of the RetireTool(k)it suite of products. For these purposes, ownership of securities of five percent (5%) or less of any action which is intended class of securities of a company engaged in a Competing Business or Matrix Competing Business, as applicable, shall not be considered to be a Competing Business or Matrix Competing Business, for purposes of this Section 6.7(c). Furthermore, Matrix and Broadridge (pursuant to its separate joinder to this Agreement) each hereby covenants and agrees, for a period of three (3) years from the Closing Date, not to, and to cause each of its respective Subsidiaries not to, induce or attempt to induce any Seller Engineering Employee client of Company or Company Subsidiary set forth on Exhibit 6.7(c)-2 to leave his cease doing business with Company or her employ with SellerCompany Subsidiary as set forth opposite such client’s name on such Exhibit, or in any way divert or attempt to divert the provision of such services to any such client away from Company or Company Subsidiary. (d) Except as provided in Each Seller hereby covenants and agrees, for a period of two (2) years from the Transition Services AgreementClosing Date (“Sellers Non Solicitation Period”), BCA shall notnot to, and Buyer shall to cause its Subsidiaries not on behalf of BCAto, whether directly or indirectlyindirectly (A) induce or attempt to induce any individual employed by Company or Company Subsidiary as of the Closing Date or (B) hire, within twelve months following the date of termination of such person’s employment with Company, Company Subsidiary, Purchaser or any of Purchaser’s Affiliates, any person who was an employee of Company, Company Subsidiary, Purchaser or any of Purchaser’s Affiliates (x) at any time during the Restricted year prior to the date hereof or (y) during the Sellers Non Solicitation Period. Notwithstanding the foregoing, solicit nothing in this Agreement will prevent any Seller from (x) hiring any Person who was employed at any time by Company, Company Subsidiary, Purchaser or any of Purchaser’s Affiliates and whose employment was terminated by such employing Person following the employment Closing or (y) hiring any employee of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees such employing Person who respond makes an unsolicited approach to such Seller seeking employment in response to the general solicitation advertisements not targeted at the New Seller Engineering Employeesadvertisement or other public announcement of a job opening. (e) If Buyer or Seller breaches any Purchaser agrees that (i) the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights Sections 6.7(a) and remedies against the breaching Party, each of which shall be independent of the others 6.7(b) are reasonable in temporal and severally enforceable, geographical scope and each of the following rights and remedies is in addition to, and not in lieu of, any all other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Partyrespects, and (ii) the right covenants contained therein have been made in order to induce the Sellers and remedy Purchaser to collect from enter into this Agreement. Sellers and Purchaser intend that the breaching Party any such Losses incurred by covenants of Sections 6.7(a) and 6.7(b) shall be deemed to be a series of separate covenants, one for each month of the non-breaching Party as a result relevant period of enforcing this Section 6.10restriction. (f) Each Party Seller agrees thatthat (i) the covenants set forth in Sections 6.7(c) and 6.7(d) are reasonable in temporal and geographical scope and in all other respects, and (ii) the covenants contained therein have been made in order to induce the Sellers and Purchaser to enter into this Agreement. (g) If, at the time of enforcement of Section 6.7(a), 6.7(b), 6.7(c) or 6.7(d) a court shall hold that the duration or scope stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration or scope under such circumstances shall be substituted for the stated duration or scope and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period and scope permitted by law. (h) Purchaser recognizes and affirms that in the event of its breach of any provision of Section 6.7(a) or 6.7(b), money damages would be inadequate and Matrix would not have adequate remedy at law. Accordingly, Purchaser agrees that in the event of a breach or a threatened breach of any of the provisions of Section 6.7(a) or 6.7(b), Matrix, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions thereof (without posting a bond or other security). In addition, in the event of a breach or violation of Section 6.7(a) or 6.7(b), the relevant period of restriction shall be tolled until such breach or violation has been duly cured. (i) Each Seller recognizes and affirms that in the event of its breach of any provision of Section 6.7(c) or 6.7(d), money damages would be inadequate and Purchaser would have not adequate remedy at law. Accordingly, each Seller agrees that in the event of a breach or a threatened breach of any of the provisions of Section 6.7(c) or 6.7(d), Purchaser, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction declares there for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions thereof (without posting a bond or other security). In addition, in the event of a breach or violation of Section 6.7(c) or 6.7(d), the relevant period of restriction shall be tolled until such breach or violation has been a breach by such Party of duly cured. (j) Purchaser acknowledges that its covenants in this Section 6.106.7 are a material inducement to Matrix to enter into this Agreement and consummate the transactions contemplated hereby, and each Seller acknowledges and agrees that its covenants in this Section 6.7 are a material inducement to Purchaser to enter into this Agreement and consummate the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceasestransactions contemplated hereby.

Non-Solicitation. (a) In furtherance of the consideration being paid by the Purchaser to the Seller shall nothereunder and the Goodwill, whether directly or indirectly(i) Dow agrees that, during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”), (i) Dow shall not, whether directly or indirectly, solicit the employment of, of any employee of the Business or hire, hire any Initial Restricted Employee current employee (or any employee who was employed by the Business for any type of employment within the six-month period prior to the Closing) of the Business without the prior written consent of Buyer, the Purchaser; provided, however, that Seller nothing herein shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any prohibit Dow from making general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited such employees and from hiring any Initial Restricted Employees who respond such employee that responds to such general solicitation advertisements not targeted at or whose employment has been terminated by the Initial Restricted Employees▇▇▇▇▇▇ Holdcos or the ▇▇▇▇▇▇ Subsidiaries; or and (ii) take any action which is intended to induce any Initial the Purchaser and each ▇▇▇▇▇▇ Holdco agree that, during the Restricted Employee to leave his or her employ with Period, the Business. (b) Seller Purchaser and the ▇▇▇▇▇▇ Holdcos shall not, and shall cause each member of the ▇▇▇▇▇▇ Group not to, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee employee of Dow or its Subsidiaries or hire any current employee (or any employee who was employed by for any type of employment within the six-month period prior to the Closing) of Dow or its Subsidiaries without the prior written consent of BuyerDow; provided, however, that Seller nothing herein shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any prohibit the Purchaser or the ▇▇▇▇▇▇ Holdcos from making general solicitation advertisements that are not targeted at any Additional Restricted Employees such employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond such employee that responds to such general solicitation advertisements not targeted at the Additional Restricted Employeesor whose employment has been terminated by Dow. (cb) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, The parties hereto agree that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller. (d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party either party of this Section 6.105.15, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a the non-breaching party for the period of time of the violation from the date on which such breach ceasesceases or from the date of the entry by a court of competent jurisdiction of a final non-appealable Governmental Order enforcing such covenant, whichever is later.

Non-Solicitation. For a period of ten (a10) Seller years from the Effective Date, neither Party nor its affiliates or subsidiaries shall not, whether directly or indirectlyindirectly solicit, during the period beginning on the Closing Date and ending on the second anniversary recruit or hire (either as an employee or as a contractor), or attempt to solicit, recruit or hire (either as an employee or as a contractor) any of the Closing Date other Party’s employees or any other individuals who were individually contracted-for, or any person who was employed or engaged as an employee or such an individual who was individually contracted-for by the other Party at any time within the preceding one year period (such period, the persons being hereinafter referred to as an “Restricted PeriodAgent”), (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business. (b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller this shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as prohibit a result of any general solicitation Party from advertising for open positions provided that such advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted solely at the Additional Restricted Employees. Agents of the other Party. Further, for a period of ten (c10) Except as provided in years after the Transition Services AgreementEffective Date, Boeing Commercial Airplanes (“BCA”) neither Party nor its affiliates or subsidiaries shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during for its own benefit or for the Restricted Periodbenefit of a third party, (i) solicit the employment of, induce or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended attempt to induce any Seller Engineering Employee Agent of the other Party to leave his such Agent’s position with the other Party, or her employ in any other way attempt to interfere with Seller. (d) Except as provided in the Transition Services Agreementemployment, BCA shall notconsulting or business relationship between the other Party and any Agent of such other Party. In addition, Licensor represents, warrants, and Buyer covenants that if Licensor shall not on behalf license, sublicense, sell or otherwise transfer the LMT Technology to any third party after the Effective Date of BCAthis Agreement (each such third party, whether a “LMT Licensee”), Licensor shall include, as a condition to any such license, sublicense, sale or transfer, a covenant that for a period of ten (10) years after the Effective Date, neither the LMT Licensee nor its affiliates or subsidiaries shall directly or indirectlyindirectly solicit, during the Restricted Periodrecruit or hire (either as an employee or as a contractor), solicit the employment or attempt to solicit, recruit or hire (either as an employee or as a contractor) any of any New Seller Engineering Employees without the prior written consent of SellerLicensee’s Agents; provided, however, that Buyer this shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation prohibit the LMT Licensee from advertising for open positions provided that such advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted solely at the New Seller Engineering Employees. (e) If Buyer Agents of Licensee. Each such agreement with an LMT Licensee shall further provide that so long as such license, sublicense, sale or Seller breaches transfer remains in effect, neither the LMT Licensee nor its affiliates or subsidiaries shall directly or indirectly, for its own benefit or for the benefit of a third party, induce or attempt to induce any Agent of Licensee to leave such Agent’s position with Licensee, or in any other way attempt to interfere with the restrictive covenants set forth in this Section 6.10employment, then consulting or business relationship between Licensee and any Agent of Licensee. Licensor shall cause Licensee to be named a third party beneficiary of such provisions under each such agreement with an LMT Licensee, with the non-breaching Party shall have the following rights and remedies explicit right for Licensee to enforce such restrictions directly against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10LMT Licensee. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.

Non-Solicitation. (a) Seller shall notTo preserve the value and goodwill of the business of the Company being transferred to Parent as part of the Merger, whether directly or indirectly, Stockholder further agrees that during the period beginning commencing on the Closing Date and ending on the second 36-month anniversary of the Closing Date or the termination of Stockholder’s employment with Parent or Merger Sub Two or any subsidiary thereof, whichever occurs later (such periodor, in the event any reviewing court finds thirty-six (36) months to be overbroad and unenforceable, ending on the 24-month anniversary of the Closing Date or the termination of Stockholder’s employment with Parent or Merger Sub Two or any subsidiary thereof, whichever occurs later) (or, in the event any reviewing court finds twenty-four (24) months to be overbroad and unenforceable, ending on the 12-month anniversary of the Closing Date or the termination of Stockholder’s employment with Parent or Merger Sub Two or any subsidiary thereof, whichever occurs later) (the “Restricted Non-Solicitation Period”), (i) solicit the employment ofStockholder shall not, or hire, any Initial Restricted Employee without the prior written consent of BuyerParent, providedsolicit, howeverencourage, or take any other action, directly or indirectly, that Seller shall not be in breach is intended to induce or encourage, or has the effect of its non-solicitation obligation set forth in the foregoing clause inducing or encouraging, any employee of Merger Sub Two or Parent, or any subsidiary of Merger Sub Two or Parent, to (i) solely as a result leave his or her employment with Merger Sub Two or Parent, or any subsidiary of Merger Sub Two or Parent, or any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; of their respective successors or assigns or (ii) take engage in any action activity in which is intended Stockholder would, under the provisions of Section 2 hereof, be prohibited from engaging. Notwithstanding the foregoing, for purposes of this Agreement, the placement of general advertisements that may be targeted to induce a particular geographic or technical area but that are not specifically targeted toward employees of Merger Sub Two or Parent or any Initial Restricted Employee to leave his subsidiary of Merger Sub Two or her employ with the Business. (b) Seller shall notParent or their respective successors or assigns, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as deemed to be a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees. (c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller. (d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.103. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.

Non-Solicitation. (a) Seller From the Spin-Off Date until the date that is three (3) years after the Spin-Off Date, SpinCo shall not, whether directly or indirectlyand shall cause each of its Affiliates and its and their Representatives (to the extent acting on their behalf) not to, during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”), (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of BuyerCogint, directly or indirectly, (i) solicit for employment (or service) or employ (or engage) any current officer or non-administrative employee of the Cogint Group (the “Cogint Group Employees”) or (ii) knowingly induce or encourage any Cogint Group Employee to no longer be employed by or provide services to the Cogint Group; provided, however, that Seller nothing in this Section 6.11(a) shall not be in breach prohibit SpinCo or any of its non-solicitation obligation set forth Affiliates or Representatives from (A) engaging in general solicitations to the foregoing clause (i) solely as a result of any public or general solicitation advertisements that are advertising, including in periodicals, newspapers, trade publications and the Internet, not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not directly targeted at the Initial Restricted Cogint Group Employees; , (B) soliciting or employing any person who has been terminated by a Cogint Entity, (iiC) take employing or otherwise working with any action which is intended to induce Cogint Group Employee who initiates employment discussions with SpinCo or any Initial Restricted Employee to leave of its Affiliates solely on his or her employ own initiative without any direct or indirect solicitation by or encouragement from SpinCo or any of its Affiliates, or (D) soliciting or employing any person who has resigned from employment with the Businessa Cogint Entity at least six (6) months prior to such solicitation or employment. (b) Seller From the Spin-Off Date until the date that is three (3) years after the Spin-Off Date, Cogint shall not, whether directly or indirectlyand shall cause each of its Affiliates and its and their Representatives (to the extent acting on their behalf) not to, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of BuyerSpinCo, directly or indirectly, (i) solicit for employment (or service) or employ (or engage) any current officer or non-administrative employee of the SpinCo Group (the “SpinCo Group Employees”) or (ii) knowingly induce or encourage any SpinCo Group Employee to no longer be employed by or provide services to the SpinCo Group; provided, however, that Seller nothing in this Section 6.11(b) shall not be in breach prohibit Cogint or any of its non-solicitation obligation under this Section 6.10(bAffiliates or Representatives from (A) solely as a result of any engaging in general solicitation advertisements that are solicitations to the public or general advertising, including in periodicals, newspapers, trade publications and the Internet, not directly targeted at SpinCo Group Employees, (B) soliciting or employing any Additional Restricted Employees and Seller shall not be prohibited person who has been terminated by a SpinCo Entity, (C) employing or otherwise working with any SpinCo Group Employee who initiates employment discussions with Cogint or any of its Affiliates solely on his or her own initiative without any direct or indirect solicitation by or encouragement from hiring Cogint or any Additional Restricted Employees of its Affiliates, or (D) soliciting or employing any person who respond has resigned from employment with a SpinCo Entity at least six (6) months prior to such general solicitation advertisements not targeted at the Additional Restricted Employeesor employment. (c) Except as provided in Cogint and SpinCo acknowledge that the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller. (d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then 6.11 are reasonable in order to protect the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent value of the others Restricted Business, its goodwill and severally enforceable, the Cogint Group and each in light of the following rights activities and remedies nature of the Restricted Business and the businesses of the parties hereto and their respective Affiliates and the current plans of the Restricted Business and the businesses of the parties hereto and their respective Affiliates. It is in addition to, and not in lieu of, the intention of the parties that if any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term restriction or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.contained in this

Non-Solicitation. (a) Seller From the Distribution Date until the date that is two (2) years after the Distribution Date, New BBX Capital shall not, whether directly or indirectlyand shall cause each of its Affiliates and its and their Representatives (to the extent acting on their behalf) not to, during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”), (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of BuyerParent, directly or indirectly, (i) solicit for employment or service, or employ or engage (or refer to another Person for the purpose of such Person soliciting for employment or service, or employing or engaging) any then-current employee of the Parent Group (the “Parent Group Employees”) or (ii) knowingly induce or encourage any Parent Group Employee to no longer be employed by or provide services to the Parent Group; provided, however, that Seller nothing in this Section 6.11(a) shall not be in breach prohibit New BBX Capital or any of its non-solicitation obligation set forth Affiliates or Representatives from (A) engaging in general solicitations to the foregoing clause (i) solely as a result of any public or general solicitation advertisements that are advertising, including in periodicals, newspapers, trade publications and the Internet, not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not directly targeted at the Initial Restricted Parent Group Employees; , (B) soliciting or employing any person who has been terminated by a Parent Entity, (iiC) take employing or otherwise working with any action which is intended to induce Parent Group Employee who initiates employment discussions with New BBX Capital or any Initial Restricted Employee to leave of its Affiliates solely on his or her employ own initiative without any direct or indirect solicitation by or encouragement from New BBX Capital or any of its Affiliates, or (D) soliciting or employing any person who has resigned from employment with the Businessa Parent Entity at least six (6) months prior to such solicitation or employment. (b) Seller From the Distribution Date until the date that is two (2) years after the Distribution Date, Parent shall not, whether directly or indirectlyand shall cause each of its Affiliates and its and their Representatives (to the extent acting on their behalf) not to, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of BuyerNew BBX Capital, directly or indirectly, (i) solicit for employment or service, or employ or engage (or refer to another Person for the purpose of such Person soliciting for employment or service, or employing or engaging) any then-current employee of the New BBX Capital Group (the “New BBX Capital Group Employees”) or (ii) knowingly induce or encourage any New BBX Capital Group Employee to no longer be employed by or provide services to the New BBX Capital Group; provided, however, that Seller nothing in this Section 6.11(b) shall not be in breach prohibit Parent or any of its non-solicitation obligation under this Section 6.10(bAffiliates or Representatives from (A) solely as a result of any engaging in general solicitation advertisements that are solicitations to the public or general advertising, including in periodicals, newspapers, trade publications and the Internet, not directly targeted at New BBX Capital Group Employees, (B) soliciting or employing any Additional Restricted Employees and Seller shall not be prohibited person who has been terminated by a New BBX Capital Entity, (C) employing or otherwise working with any New BBX Capital Group Employee who initiates employment discussions with Parent or any of its Affiliates solely on his or her own initiative without any direct or indirect solicitation by or encouragement from hiring Parent or any Additional Restricted Employees of its Affiliates, or (D) soliciting or employing any person who respond has resigned from employment with a New BBX Capital Entity at least six (6) months prior to such general solicitation advertisements not targeted at the Additional Restricted Employeesor employment. (c) Except Notwithstanding the foregoing, Sections 6.11(a) and (b) shall not restrict or prohibit the employment or engagement of any individual who is agreed by the Parties to serve as provided an officer or employee of both a member of the Parent Group and a member of the New BBX Capital Group following the Spin-Off, including, without limitation, the individuals to serve as executive offices of both Parent and New BBX Capital following the Spin-Off as described in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with SellerInformation Statement. (d) Except as provided in Parent and New BBX Capital acknowledge that the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.106.11 are reasonable in order to, then among other things, protect the non-breaching Party shall have value of their respective businesses and goodwill. It is the following rights and remedies against the breaching Party, each of which shall be independent intention of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, Parties that if any other rights and remedies otherwise available to such non-breaching Party at Law restriction or in equity for such actions: (i) the right and remedy to have the restrictive covenant contained in this Section 6.10 specifically enforced against 6.11 is held to cover a geographic area or to be for a length of time which is not permitted by applicable Law, or in any way construed to be too broad or to any extent invalid, such breaching Party, including temporary restraining orders and injunctions restriction or covenant may be amended by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach to interpret or reform (including by such Party substitution, addition or deletion of words and numbers) this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect 6.11 to such Party provide for a covenant having the maximum enforceable geographic area, time period of time of the violation from the date on which and other provisions (not greater than those contained in this Section 6.11) that would be valid and enforceable under such breach ceasesLaw.

Non-Solicitation. (ai) Seller shall not, whether directly or indirectly, during the period beginning on the Closing Date As a separate and ending on the second anniversary of the Closing Date (such periodindependent covenant, the Executive agrees that he shall not during his employment with the Company and for three (3) years after the Termination Date or the Expiration Date, whichever occurs first (the “Restricted Non-Solicitation Restrictive Period”), directly or indirectly: (iA) solicit the employment ofcontact, solicit, perform services for, or hire, accept work or business (in any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely capacity other than as a result Company employee) from any clients or customers of the Company, its subsidiaries or affiliates, with whom the Executive has worked or had contact during the Executive’s employment with the Company, or of whom the Executive had knowledge of due to his employment or access to the Company’s confidential information and/or trade secrets; (B) contact, solicit or accept contact from any general solicitation advertisements that are not targeted at clients, subcontractors, consultants, vendors, suppliers or independent contractors of the Company, its subsidiaries or affiliates, for the purpose of interfering with, causing, inviting, or encouraging any Initial Restricted Employeessuch persons or entities from altering or terminating their business relationship or association with the Company, but Seller shall be prohibited its subsidiaries or affiliates. This applies to any clients, subcontractors, consultants, vendors, suppliers or independent contractors with whom the Executive has worked or had contact during his employment with the Company, or of whom the Executive had knowledge due to his employment or access to the Company’s confidential information and/or trade secrets; or (C) contact, solicit or accept contact from hiring any Initial Restricted Employees who respond employee of the Company, its subsidiaries or affiliates for the purpose of interfering with their employment with the Company, its subsidiaries or affiliates, or inviting or encouraging them to such general solicitation advertisements not targeted at terminate their employment with the Initial Restricted Employees; Company, its subsidiaries or affiliates or which has the effect of altering or terminating their employment with the Company, its subsidiaries or affiliates. (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with If the Business. (b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees. (c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller. (d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller Executive breaches any the restrictive covenants set forth covenant contained in this Section 6.106(b), then the nonExecutive agrees and acknowledges that the Non-breaching Party shall have the following rights and remedies against the breaching Party, each of which Solicitation Restrictive Period shall be independent extended during the time of the others such breach. The Executive further agrees and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10. (f) Each Party agrees acknowledges that, in the event a court of competent jurisdiction declares there has been a the Executive’s breach by such Party of any covenants contained in this Section 6.106(b), the term of any Non-Solicitation Restrictive Period may be extended for up to three (3) years, which shall commence upon either (x) a determination by the Company that the Executive has stopped breaching such term covenants, or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from (y) the date on which such breach ceasesof a court’s or arbitrator’s final determination that the Executive breached a covenant contained in Section 6(b).

Non-Solicitation. (a) Seller Except as otherwise prohibited in the State of New York, the Executive shall not, whether not compete with the Parent in the businesses that it or any of its subsidiaries are engaged in. Executive shall not participate in any capacity whatsoever in a business that would directly or indirectlyindirectly compete with the Parent or with any of its subsidiaries, including, without limitation, as an executive, director, officer, employer or principal, unless such participation is fully disclosed to the Board and approved in writing in advance. In addition, the Executive shall not have any interest whatsoever in such an enterprise, including, without limitation, as owner, shareholder, partner, limited partner, lender or silent partner that is in competition with the business of the Parent or any of its subsidiaries. This noncompetition covenant is limited as follows: (1) As to the time period, to the duration of the Executive’s employment and for a period of 18 months following the date of termination of his employment; (2) As to the geographical area, the territory in which the Parent and/or its subsidiaries operated during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”), (i) solicit two years preceding the employment of, or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Businesstermination date. (b) Seller shall notThe Executive also undertakes, whether directly for the same period and in respect of the same territory referred to hereinabove in subsections 7(a)(1) and (2), not to solicit clients for sales of products that are competitive with products that are sold by any of the Parent’s subsidiaries or indirectlydo anything whatsoever to induce or to lead any person to end, during in whole or in part, business relations with the Restricted Period solicit the employment of Parent or any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employeessubsidiaries. (c) Except as provided The Executive also undertakes, for the same period and in respect of the same territory referred to hereinabove in subsections 7(a)(1) and (2), not to induce, attempt to induce or otherwise interfere in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly relations which the Parent or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, which any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in subsidiaries has with their distributors, suppliers, representatives, agents and other parties with whom the foregoing clause (i) solely as a result Parent or any of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Sellerits subsidiaries deals. (d) Except as provided The Executive also undertakes, for the same period and in respect of the Transition Services Agreementsame territory referred to in subsections 7(a)(1) and (2), BCA shall notnot to induce, and Buyer shall not on behalf of BCA, whether directly attempt to induce or indirectly, during the Restricted Period, otherwise solicit the personnel of the Company to leave their employment of with the Parent or any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result subsidiaries nor to hire the personnel of the Parent or any general solicitation advertisements that are not targeted at of its subsidiaries for any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at enterprise in which the New Seller Engineering EmployeesExecutive has an interest. (e) If Buyer or Seller breaches any The Executive acknowledges that the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach provisions of this Section 6.10 would cause irreparable injury 7 are limited as to the non-breaching Party time period, the geographic area and that money damages would not provide an adequate remedy the nature of the activities to what the non-breaching Partyparties deem necessary to protect the legitimate interests of the Parent and its subsidiaries, and (ii) while allowing the right and remedy Executive to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10earn his living. (f) Each Party agrees thatNothing in this Section 7 shall operate to reduce or extinguish the obligations of the Executive arising at law or under this contract which survive at the termination of this Agreement in reason of their nature and, in particular, without limiting the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10foregoing, the term Executive’s duty of any such term or covenant so breached shall be automatically extended with respect loyalty and obligation to such Party for a period of time of the violation from the date on which such breach ceasesact faithfully, honestly and ethically.

Non-Solicitation. (a) Seller shall not, whether directly or indirectly, during During the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”), save (i) solicit the employment of, or hire, any Initial Restricted Employee without with the prior written consent of Buyerthe Company and (ii) in respect of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ who is a director on the board of the Company and PFL, providedPFL undertakes to the Company that, however, that Seller it shall not be in breach of its non-solicitation obligation set forth solicit for service or employment anywhere in the world, any of the executive directors of the Company or any other member of the executive management team of the DNEG Group in each case at the relevant time, provided that the foregoing clause provisions shall not prohibit the solicitation or employment of any such person (i) solely as a result resulting from general advertisements for employment conducted by PFL (including any recruitment efforts conducted by any recruitment agency, provided that none of PFL or its Controlled Affiliates, nor any general solicitation advertisements that are agent thereof has not targeted directed such recruitment efforts at any Initial Restricted Employeessuch person), but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended if such person approaches PFL on an unsolicited basis, or (iii) if such person has ceased to induce any Initial Restricted Employee be employed by the DNEG Group for at least six (6) months prior to leave his his/her solicitation or her employ with the Businessemployment by PFL. (b) Seller shall not, whether directly or indirectly, during During the Restricted Period solicit the employment of any Additional Restricted Employee without Period, save (i) with the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees. (c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller. (d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, PFL and (ii) in respect of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ who is a director on the right board of the Company and remedy PFL, the Company undertakes to collect from PFL that the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10. (f) Each Party agrees that, Company shall not solicit for service or employment anywhere in the event a court world any of competent jurisdiction declares there has been a breach by such Party the executive directors of this Section 6.10PFL or any other member of the executive management team of PFL in each case at the relevant time, provided that the term foregoing provisions shall not prohibit the solicitation or employment of any such term person (i) resulting from general advertisements for employment conducted by the Company (including any recruitment efforts conducted by any recruitment agency, provided that the Company has not directed such recruitment efforts at such person), (ii) if such person approaches the Company on an unsolicited basis or covenant so breached shall (iii) has ceased to be automatically extended with respect employed by PFL for at least six (6) months prior to such Party for a period of time of his/her solicitation or employment by the violation from the date on which such breach ceasesCompany.

Non-Solicitation. (a) Seller shall notSo long as the employment of the Key Employees by Buyer and its Affiliates has not been terminated, whether directly or indirectlyeach of the Sellers agrees that, during until the period beginning on the Closing Date and ending on the second fifth (5th) anniversary of the Closing Date (such periodDate, the “Restricted Period”), (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of Buyer, it shall not (and shall cause its Subsidiaries and Affiliates not to) directly, or indirectly through another Person, (a) induce or attempt to induce to leave employment, or hire any Transferred Employee, or (b) hire any person who was an employee of the Business at any time during the six (6) month period immediately prior to the date on which such hiring would take place (it being conclusively presumed by the parties so as to avoid any disputes under this Section 11.2 that any such hiring within such six-month period is in violation of clause (a) above); provided, however, that Seller non-directed newspaper or internet help wanted advertisements and search firm engagements shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Businessconsidered solicitations hereunder. (b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit If the employment of any Additional Restricted Employee the Key Employees by Buyer and its Affiliates has been terminated, each of the Parties agrees that, until the second (2nd) anniversary of such termination, without the prior written consent of Parent, in the case of the Sellers, or Buyer, in the case of Buyer or Acquisition Sub, it shall not (and shall cause its Subsidiaries and Affiliates not to) directly, or indirectly through another Person, induce or attempt to induce to leave employment, or hire any Employee of any of the applicable Parties; provided, however, that Seller non-directed newspaper or internet help wanted advertisements and search firm engagements shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employeesconsidered solicitations hereunder. (c) Except For so long as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller. (d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition toSellers has continuing obligations under Section 11.1, and not in lieu ofcall on, solicit or service any customer, supplier, licensee, licensor or other rights and remedies otherwise available third party with a business relationship with the Business (including any Person that was a customer, supplier or other third party with a potential business relationship with the Business at any time during the twelve (12) month period immediately prior to such non-breaching Party at Law call, solicit or service) with the intent to induce or attempt to induce such Person to cease doing business with the Business, or in equity for any way interfere with the business relationship between any such actions: customer, supplier, licensee, licensor or other third party and the Business (iincluding making any negative statements or communications about the Business) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury a manner harmful to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10Business. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.

Non-Solicitation. 2.1. Employee undertakes that during the term of engagement with the Company and for a period of eighteen (a18) Seller months thereafter, regardless of the reason for Employee’s separation from Company, Employee shall not, whether directly or indirectlyon behalf of any other third party: (i) solicit, hire or retain as an employee, consultant or otherwise, any officer or other employee of the Company or induce or attempt to induce any such employee to terminate or reduce the scope of such employee’s employment with the Company; and (ii) solicit or induce, or attempt to solicit or induce, any employee, consultant, service provider, business partner, agent, distributor, supplier or customer of the Company, or any third party with respect to which the Company took substantial steps to engage as an employee or as any of the foregoing capacities during the period beginning on of Employee’s engagement with the Closing Date and ending on Company, to terminate, reduce or modify the second anniversary scope of its or their engagement with the Company or work for, in any capacity, a competitor of the Closing Date (such periodCompany. By signing this Undertaking, Employee represents and confirms that the “Restricted Period”), (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business. (b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees. (c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller. (d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants restrictions set forth in this Section 6.10paragraph are not unduly burdensome, then financially or otherwise, for the non-breaching Party shall have Employee. 2.2. Employee acknowledges that in light of Employee’s position at the following rights Company and remedies against the breaching Party, each in view of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition Employee’s exposure to, and not in lieu ofinvolvement in, any other rights the Company’s sensitive and remedies otherwise available valuable proprietary information, intellectual property and technologies, Confidential Information and Confidential Materials (the “Company’s Material Assets”), the provisions of this Section 2 are reasonable and necessary to such non-breaching Party at Law or in equity for such actions: (i) legitimately protect the Company’s Material Assets, and are being undertaken by Employee as a condition to the engagement of Employee by the Company. Employee confirms that Employee has carefully reviewed the provisions of this Section 2, fully understands the consequences thereof and has assessed the respective advantages and disadvantages to Employee of entering into this Undertaking and, specifically, Section 2 hereof. Employee understands that, Employee has the right to consult with counsel prior to signing this Undertaking. By signing this Undertaking, Employee confirms that Employee has had ample time to exercise such right. 2.3. Employee acknowledges that the scope and remedy period of restrictions and the geographical area to have which the restrictive covenant restrictions apply are fair and reasonable and are reasonably required for the protection of the legitimate business interests of the Company. 2.4. Employee acknowledges and agrees that the enforcement of the covenants in this Section 6.10 specifically enforced against such breaching Party2, including temporary restraining orders and injunctions by otherwise in this Undertaking, is not contingent upon the payment of any court of competent jurisdictionadditional cash consideration, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to good and valid consideration exists for the non-breaching Partycovenants herein apart from any cash consideration, and (ii) that such covenants are separately justified, appropriate and based on legitimate business reasons, regardless of the right and remedy to collect circumstances surrounding Employee’s separation from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10Company. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.

Non-Solicitation. (a) Seller shall not, whether directly or indirectly, during agrees for the eighteen month period beginning on the Closing Date Date, it shall not, and ending on the second anniversary shall not permit any of the Closing Date (such periodits Affiliates to, the “Restricted Period”)directly or indirectly, (i) solicit enter into any agreements relating to the employment ofwireless telephone service business with any agent/distributor who distributes products or services of the Business (excluding any reseller of products and services of the Business) in the Chicago Market or the Central Illinois Market as of the date hereof or during the period thereafter and prior to the Closing Date or otherwise interfere or attempt to interfere with any relationships or arrangements of the Companies and their Subsidiaries relating to the Business with such agents, (ii) engage in any solicitation targeted at resellers of products and services of the Business in the Chicago Market or the Central Illinois Market as of the Closing Date, (iii) except as provided in Section 6.21 (Employee Customers), engage in any solicitation targeted at customers of the Business as of the date of this Agreement or during the period thereafter prior to the Closing Date, or hire(iv) solicit, hire or employ any Initial Restricted Employee without the prior written consent of Buyer, Designated Employees or Additional Employees for employment; provided, however, that Seller this Section 6.17 shall not be in breach prevent Seller or any of its non-solicitation obligation set forth Affiliates from (x) engaging in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employeesfor customers, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (iiy) take engaging in a solicitation directed at, or hiring or employing, any action which is intended to induce any Initial Restricted Designated Employee to leave his or her employ with Additional Employee whose employment has been involuntarily terminated on or after the BusinessClosing Date. (b) Seller agrees for the eighteen month period beginning on the Closing Date, it shall not, whether and shall not permit any of its Affiliates to, directly or indirectlyindirectly (i) enter into any Contracts for the provision inside or outside the Markets of products and services of the type provided by the Business or for the provision of wireless telephone service (except that SBC may continue to serve and renew existing Contracts of SBC and its Subsidiaries with such customers) with any In Market National/Large Accounts or (ii) enter into any Contracts with other National/Large Accounts providing for the provision within the Markets of products and services of the type provided by the Business unless such Contracts have terms and conditions that retain for the Companies and their Subsidiaries the lines of such customers (either through arrangements with the Companies or their Subsidiaries or by using a reseller that is not affiliated with Seller of the service of the Companies or their Subsidiaries). Seller and Buyer agree that for National/Large Accounts with lines both inside and outside the Markets, during and if the Restricted Period solicit St. Louis Transaction has been completed, in the employment of St. Louis Market, they shall cooperate to continue to provide service to such customers on the same terms as in existing Contracts (without giving effect to any Additional Restricted Employee without renewal or extension thereof). On or before the prior written consent of Buyer; providedClosing Date, however, that Seller shall not be assign to the Companies or their Subsidiaries existing Contracts for the provision of products and services of the Business with National/Large Accounts that have lines only in breach the Markets or, if the St. Louis Transaction has been completed, in the St. Louis Market and all other Contracts which include only customers of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees the Business with lines only in the Markets (or, if the St. Louis Transaction has been completed, only such customers and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at customers with lines only in the Additional Restricted EmployeesSt. Louis Market). (c) Except as provided in Buyer and Seller agree that promptly following the Transition Services Agreementdate hereof they shall organize a transition team, Boeing Commercial Airplanes (“BCA”) shall notchaired by a representative of Seller and including equal representation of Buyer and Seller, and Buyer shall not on behalf for the purposes of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment ofdeveloping a detailed plan for servicing National/Large Accounts with a goal of maximizing revenue retention for such accounts, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended developing a plan to induce any handle the accounts of Business Customers (other than National/Large Accounts) with lines both in the Markets and St. Louis Markets, on the one hand, and in the remainder of Seller's wireless telephone service business on the other hand, it being understood that unless otherwise agreed, lines in the Markets will be assigned to the Companies or their Subsidiary and lines outside the Markets will be retained by Seller Engineering Employee to leave his or her employ with Sellerand (iii) coordinating the obtaining of vendor and other third party contracts and consents. (d) Except as provided in Buyer agrees that after the Transition Services Agreement, BCA shall notClosing it will cooperate, and Buyer shall not on behalf of BCAcause the Companies and their Subsidiaries to cooperate, whether directly or indirectly, during the Restricted Period, solicit the employment of any New in entering into commercially reasonable arrangements that will permit Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of and its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements Affiliates to offer National/Large Accounts that are not targeted at any New Seller Engineering Employees In Market National Large Accounts a package of services that includes products and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent services of the others and severally enforceable, and each type provided by the Business to the extent necessary to retain lines of customers of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: Business as contemplated by subsection (ib)(ii) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10above. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.

Non-Solicitation. From the Effective Date and for the period ending five (a5) Seller years following the Termination Date, ▇▇▇▇▇▇▇▇▇ shall not, directly or indirectly and whether on his own behalf or on behalf of any other person, partnership, association, corporation or other entity, either (i) hire, seek to hire or solicit the employment or service of any employee, agent or consultant of the Company or its Subsidiaries and affiliates in a commercial capacity; (ii) in any manner attempt to influence or induce any employee, agent or consultant of the Company or its Subsidiaries and affiliates to leave the employment or service of the Company or its Subsidiaries and affiliates; (iii) use or disclose to any person, partnership, association, corporation or other entity any information concerning the names and addresses of any employees, agents or consultants of the Company or its Subsidiaries and affiliates unless such use or disclosure is of a personal nature, is requested by the Company or is required by due process of law; or (iv) call upon, solicit, divert or attempt to call upon, solicit or divert the business of any customer, vendor or acquisition prospect of the Company or any of its Subsidiaries or affiliates with whom the Company dealt, directly or indirectly, during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”), (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ engagement with the Business. (b) Seller shall not, whether directly Company or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller Subsidiaries or affiliates. ▇▇▇▇▇▇▇▇▇ shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees. (c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit soliciting the employment of, or hire, any Seller Engineering Employees without the prior written consent service of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; an agent or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller. (d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent consultant of the others and severally enforceable, and each of the following rights and remedies is in addition to, and Company for purposes which do not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (iviolate Section 4(a) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the nonAgreement. ▇▇▇▇▇▇▇▇▇ AGREES AND STIPULATES THAT IN ANY ACTION OR CLAIM BROUGHT BY HIM OR IN ANY ACTION OR CLAIM BROUGHT AGAINST HIM INVOLVING THE PROVISIONS OF THIS SECTION 4, ▇▇▇▇▇▇▇▇▇ HEREBY WAIVES ANY CLAIM OR DEFENSE THAT THE ABOVE NON-breaching Party and that money damages would not provide an adequate remedy to the non-breaching PartySOLICITATION COVENANTS ARE UNENFORCEABLE, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10VOID OR VOIDABLE, FOR ANY REASON, INCLUDING, BUT NOT LIMITED TO, FRAUD, MISREPRESENTATION, ILLEGALITY, UNENFORCEABLE RESTRAINT OF TRADE, FAILURE OF CONSIDERATION, ILLUSORY CONTRACT, MISTAKE, OR ANY OTHER SUBSTANTIVE LEGAL DEFENSE. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.

Non-Solicitation. (a) Seller From the date hereof to the third anniversary of the Closing Date, neither the Sellers nor any Subsidiary of the Sellers shall notsolicit or encourage any of the officers and employees listed on Schedule -------- 8.12 (a) hereto (the "Key RECI Employees") to leave the employ of the RECI ------- --- ---- --------- Companies or, whether directly after the Closing, the Buyer or indirectlyany of its Subsidiaries; from the date hereof to the third anniversary of the Closing Date, during neither the period beginning Sellers nor any Subsidiary of the Sellers shall solicit or encourage any of the officers of the Buyer or its Subsidiaries listed on Schedule 8.12(b) hereto (the "MK -------- ------- -- Officers") to leave the employ of the Buyer or any of its Subsidiaries; and from -------- the Closing Date and ending to the 18 month anniversary of the Closing Date, neither the Sellers nor any Subsidiary of the Sellers shall solicit or encourage any other Assumed Employees, leased employees or independent contractors, to leave the employ of, or cease to be under contract to, the Buyer or any of its Subsidiaries; provided, that nothing contained in this sentence shall prevent or -------- restrict the Sellers or any of their Subsidiaries from employing any individual who responds to a general solicitation for employment made by or on behalf of the Sellers or any of their Subsidiaries that is not specifically directed at employees or officers of the Buyer or any of its Subsidiaries, or any individual who, after the Closing, initiates contact with the Sellers or any of their Subsidiaries for purposes of seeking employment. In addition, for the period from the Closing Date to the second anniversary of the Closing Date neither the Sellers nor any of their Subsidiaries shall hire any of the Key RECI Employees or MK Officers, other than any Key RECI Employee or MK Officer whose employment has been terminated by MK or one of its Subsidiaries. In addition, except with respect to certain persons identified in the letter agreement dated the date hereof between the parties hereto (such period, the “Restricted Period”"Ancillary Letter Agreement"), (i) solicit between --------- ------ --------- the date of this Agreement and the Closing Date neither the Seller nor any of their Subsidiaries shall discourage any employees of the RECI Companies from accepting the offers of employment of, or hire, any Initial Restricted Employee without to be made by the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond Buyer pursuant to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the BusinessSection 9.1. (b) Seller From the Closing Date to the third anniversary of the Closing Date, in the case of the Raytheon employees listed on Schedule 8.12(c), -------- ------- and 18 months in the case of all other employees, except as provided in Section 9.1 neither the Buyer nor any Subsidiary of the Buyer shall not, whether directly solicit or indirectly, during encourage any employee or officer of the Restricted Period solicit Sellers or any of their Subsidiaries to leave the employment employ of the Sellers or any Additional Restricted Employee without the prior written consent of Buyertheir Subsidiaries; provided, however, that Seller nothing -------- contained herein shall not be in breach prevent or restrict the Buyer or any of its non-solicitation obligation under this Section 6.10(b) solely as Subsidiaries from employing any individual who responds to a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees. (c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not for employment made by or on behalf of BCA, whether directly the Buyer or indirectly, during any of its Subsidiaries that is not specifically directed at employees or officers of the Restricted Period, (i) solicit the employment ofSellers or any of their Subsidiaries, or hireany individual who, after the Closing, initiates contact with the Buyer or any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result Subsidiaries for purposes of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Sellerseeking employment. (d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.

Non-Solicitation. (a) Seller Each Stockholder shall not, whether not and shall not authorize or permit its representatives to directly or indirectly, during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”), indirectly (i) solicit solicit, initiate, knowingly encourage, or knowingly facilitate (including by way of furnishing non-public information) any inquiries or the employment making or submission of, any offer, proposal or hireindication of interest that constitutes or would reasonably be expected to lead to an Acquisition Proposal, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take participate or engage in any action which discussions or negotiations with, or disclose or provide any non-public information or data relating to the Company or any Company Subsidiary or afford access to the properties, assets, books or records or employees of the Company or any Company Subsidiary to any Third Party relating to, or that would reasonably be expected to lead to, an Acquisition Proposal, (iii) accept, approve, endorse or recommend an Acquisition Proposal or (iv) enter into any agreement, arrangement, undertaking, contract, commitment or understanding (including any agreement in principle or letter of intent or understanding) with respect to or contemplating an Acquisition Proposal; provided however that, with respect to an Acquisition Proposal that the Company Board of Directors has determined to constitute, or be likely to lead to, a Superior Proposal in accordance with Section 5.2(b) of the Merger Agreement, the Stockholder may (A) furnish information with respect to the Company and Company Subsidiaries to a Third Party in connection with such Acquisition Proposal; provided, that a copy of all such information is intended delivered simultaneously to induce any Initial Restricted Employee Parent to leave his the extent it has not previously been so furnished to Parent and (B) participate in discussions or her employ negotiations with such Third Party regarding such Acquisition Proposal, in each case if and only to the extent the Company is engaged in such activities with such Third Party in compliance with the Businessterms of the Merger Agreement. (b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, It is understood that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely 6 limits the rights of each Stockholder only to the extent that such Stockholder is acting in such Stockholder's capacity as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller Stockholder. Nothing herein shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees. (c) Except construed as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment ofpreventing a Stockholder, or hirea director, any Seller Engineering Employees without officer or employee of a Stockholder or Affiliate of a Stockholder, who is an officer or director of the prior written consent Company from fulfilling the obligations of Sellersuch office (including the performance of obligations required by the fiduciary obligations of such Stockholder, providedor director, howeverofficer or employee of a Stockholder or Affiliate of a Stockholder, that Buyer shall not be acting solely in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller. (d) Except capacity as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly an officer or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent director of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10Company). (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.

Non-Solicitation. (a) Seller Reinsurer agrees that, from the Closing until the twelve (12) month anniversary of the Closing, it shall not, whether and shall cause its Affiliates not to, directly or indirectly, during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”), (i) solicit the employment ofinduce, solicit, knowingly encourage or hire, hire any Initial Restricted Employee without the prior written consent employee of Buyer, provided, however, that Seller shall not be in breach any Ceding Company or any of its non-solicitation obligation set forth Affiliates with whom Reinsurer or any of its Affiliates or their respective Representatives have had contact or who (or whose performance) became known to such persons in connection with the transactions contemplated by this Agreement or the other Transaction Agreements to leave his or her position of employment with such Ceding Company or any of its Affiliates or (ii) solicit or hire for employment or any similar arrangement any such employee as described in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business. (b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer); provided, however, that Seller the foregoing provisions of this Section 5.08(a) shall not (A) apply to any person who (x) has ceased to be in breach employed by such Ceding Company or any of its non-solicitation obligation under this Section 6.10(bAffiliates at the time of Reinsurer’s or its Affiliates’ first contact with them, or (y) solely as a result was terminated at the initiative of any such Ceding Company or its Affiliates or (B) prohibit general solicitation advertisements that are solicitations (not specifically targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees. (c) Except employees as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth described in the foregoing clause (i)) solely as a result for employment through advertisements, trade publications, electronic media, bona fide third-party recruiting firms or other similar means. (b) Each Ceding Company agrees that, from the Closing until the twelve (12) month anniversary of the Closing, it shall not, and shall cause its Affiliates not to, directly or indirectly, (i) induce, solicit, knowingly encourage or hire any general solicitation advertisements that are not targeted at employee of the Reinsurer or any Seller Engineering Employees, but Buyer shall be prohibited from hiring of its Affiliates with whom any Seller Engineering Employee Ceding Company or any of its Affiliates or their respective Representatives have had contact or who respond (or whose performance) became known to such general solicitation advertisements; persons in connection with the transactions contemplated by this Agreement or (ii) take any action which is intended to induce any Seller Engineering Employee the other Transaction Agreements to leave his or her employ position of employment with Seller. the Reinsurer or any of its Affiliates or (dii) Except solicit or hire for employment or any similar arrangement any such employee as provided described in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Sellerforegoing clause (i); provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach foregoing provisions of this Section 6.10 would cause irreparable injury 5.08(b) shall not (A) apply to the non-breaching Party and that money damages would not provide an adequate remedy any person who (x) has ceased to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred be employed by the non-breaching Party Reinsurer or any of its Affiliates at the time of a Ceding Company’s or its Affiliates’ first contact with them, or (y) was terminated at the initiative of the Reinsurer or its Affiliates or (B) prohibit general solicitations (not specifically targeted at such employees as a result of enforcing this Section 6.10. (f) Each Party agrees that, described in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10foregoing clause (i)) for employment through advertisements, the term of any such term trade publications, electronic media, bona fide third-party recruiting firms or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceasesother similar means.

Non-Solicitation. (a) Seller shall not, whether directly or indirectly, during the period beginning on From and after the Closing Date and ending on until the second one (1) year anniversary of the Closing Date (such periodand with respect to any Excluded Asset, the “Restricted Period”), closing date of such transfer pursuant to Section 7.1(c) until the one (1) year anniversary thereof): (i) Buyer shall not, and shall cause its Affiliates, not to, in each case directly or indirectly: (A) hire, solicit for hire or encourage to leave the employment of, or hireengagement by, Sellers or Affiliates thereof, any Initial Restricted Employee without of the prior written consent employees or consultants of Buyer, provided, however, that a Seller shall not be in breach of its non-solicitation obligation or Affiliates thereof set forth in Section 7.16(a)(i)(A) of the foregoing clause Disclosure Schedule hereto; or (iB) solely as recruit, solicit or encourage any employee or independent contractor functioning in a result similar role (including persons engaged by a professional employer’s organization or seconded from a Seller) of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but a Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee Affiliate thereof to leave his or her employ employment or engagement with the Business.such Seller or an Affiliate or to become an employee, contractor, consultant, or worker of Buyer or an Affiliate thereof. provided that, this Section 7.16(a)(i) will not apply to any Person who qualifies as a Lux Business Employee who Buyer seeks to hire in connection with Section 7.17(a)(i) (bii) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees. (c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) Sellers shall not, and Buyer shall cause their Affiliates not on behalf of BCAto, whether in each case directly or indirectly: (A) hire, during the Restricted Period, (i) solicit for hire or encourage to leave the employment of, or hireengagement by, Buyer or Affiliates thereof, any Seller Engineering Employees without of the prior written consent employees or consultants of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation or Affiliates thereof set forth in the foregoing clause Schedule 7.16(a)(ii)(A) hereto; or (iB) solely as recruit, solicit or encourage any employee or independent contractor functioning in a result similar role (including persons engaged by a professional employer’s organization or seconded from Buyer) of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee an Affiliate thereof to leave his or her employ employment or engagement with Seller. (d) Except as such Buyer or Affiliate or to become an employee, contractor, consultant, or worker of a Seller or an Affiliate thereof; provided in the Transition Services Agreementthat, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d7.16(a)(ii)(A) solely as a result will not apply to any Business Employees or former employees, consultants, or independent contractors of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees Sellers or their Affiliates who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If have entered into transitional or temporary arrangements with Buyer or Seller breaches any the restrictive covenants its Affiliates and who are set forth in this on Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent 7.16(a)(ii)(A) of the others and severally enforceableDisclosure Schedule, and in each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury case solely to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any extent such Losses incurred Persons are terminated by the non-breaching Party as a result of enforcing this Section 6.10Buyer or its Affiliates without cause. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.

Non-Solicitation. (a) Seller shall not, whether directly or indirectly, during For the period beginning on the Closing Date and ending on the second anniversary duration of the Closing Date (such period, the “Restricted Period”)this Agreement, (i) no business function of a Customer Party may solicit the employment ofof the chief executive officer of the Provider and his direct reports, or hireand any direct reports thereto, i.e., any Initial Restricted Employee without employee of the prior written consent Provider in a Reporting Level 3 position or higher (excluding current or future employees in the GE Energy India Management Center or currently training at the ▇▇▇▇▇ Center for placement in such Center) who is providing [[[***]]] CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE COMMISSION. Services directly to and is in direct contact with such business function (collectively, “Covered Personnel”) while such employee is providing such Services and for a six (6) month period thereafter, and (ii) Provider may not solicit the employment of Buyerany employee of the Customer Group at the senior professional band level or higher with which Provider interacts in the course of providing Services (also “Covered Personnel”) for the period of time that such interaction continues and for a six (6) month period thereafter. For purposes hereof, provided, however, that Seller the term “solicit the employment” shall not be in breach deemed to include generalized solicitation or advertising, including the use of its non-solicitation obligation set forth in an independent employment agency or search firm whose efforts are not specifically directed at such Covered Personnel. Notwithstanding the foregoing clause foregoing, the term “Covered Personnel” shall not include any individual (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at whose employment with the Initial Restricted Employees; relevant party has been involuntarily terminated or (ii) take any action which is intended whose employment or solicitation therefor has been previously agreed to induce any Initial Restricted Employee in writing or email by the Senior Vice President-Human Resources of the Company (or the equivalent) and the Human Resources Director of GE Finance, in accordance with such polices as they may establish from time to leave his or her employ with the Businesstime. (b) Seller shall not, whether directly In the event there is any limitation or indirectly, during restriction on the Restricted Period solicit Customer Group or the employment of any Additional Restricted Employee without Provider with respect to the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees. (c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the for employment of, inducement to terminate employment by or hirehiring of employees of the other, any Seller Engineering Employees without in addition to the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller. (d) Except as provided in the Transition Services Agreement, BCA shall not, limitations and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants restrictions set forth in this Section 6.10Agreement, then the non-breaching Party shall have limitations or restrictions which provide the following rights and remedies against current employer with the breaching Party, each of which greatest protection under the circumstances shall be independent of the others and severally enforceable, and each of the following rights and remedies is controlling in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term case of any conflict and the limitations or restrictions that are not controlling under such term or covenant so breached circumstances shall be automatically extended nonetheless continue in effect in accordance with respect to such Party for a period of time of the violation from the date on which such breach ceasestheir terms.

Non-Solicitation. (a) Seller shall The Shareholder agrees that for a period of two (2) years following the Closing Date, the Shareholder will not, whether directly or indirectly, during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (such periodeither as principal, the “Restricted Period”)manager, agent, consultant, advisor, independent contractor, officer, stockholder, partner, investor, lender or employee or in any other similar capacity: (i) solicit the employment of, (other than general solicitations through newspapers or hire, any Initial Restricted Employee without the prior written consent other media of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are circulation not targeted at such employees) any Initial Restricted employees of SDTB prior to the Closing ("SDTB Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees"); or or (ii) take (A) induce, persuade, encourage or influence or attempt to induce, persuade, encourage or influence any action which is intended Person having a business relationship with PPBI, Pacific Premier or any of their Affiliates, to induce discontinue, reduce or restrict such relationship or (B) solicit or target the deposits, loans or other products and services from or to Persons who were depositors, borrowers or customers of SDTB on the date of this Agreement, and/or as of the Closing Date, whether by personal contact, by telephone, by facsimile, by mail or other form of solicitation or communication, or in any Initial Restricted Employee other way except for general solicitations that are directed to leave his the general public and not directed specifically to Persons who were depositors, borrowers or her employ with customers of SDTB on the Businessdate of this Agreement, or as of the Closing Date. (b) Seller shall not, whether directly or indirectly, during The Shareholder acknowledges and agrees that the Restricted Period solicit business conducted by SDTB is highly competitive and that the employment of any Additional Restricted Employee without covenants made by the prior written consent of Buyer; provided, however, that Seller shall not be Shareholder in breach of its non-solicitation obligation under this Section 6.10(b) solely 6 are made as a result necessary inducement for PPBI and Pacific Premier to enter into the Merger Agreement and to consummate the transactions contemplated thereby. It is the desire and intent of the parties to this Agreement that the provisions of this Section 6 shall be enforced to the fullest extent permissible under the Laws and public policies of each jurisdiction in which enforcement is sought. It is expressly understood and agreed that although the Shareholder and PPBI each consider the restrictions contained in this Section 6 to be reasonable, if a final determination is made by a court of competent jurisdiction or an arbitrator that the time or territory or any general solicitation advertisements that are not targeted at other restriction contained in this Section 6 is unenforceable against any Additional Restricted Employees and Seller party, the provisions of this Section 6 shall not be prohibited from hiring any Additional Restricted Employees who respond deemed amended to apply as to such general solicitation advertisements not targeted at the Additional Restricted Employeesmaximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. (c) Except as provided in The Shareholder acknowledges and agrees that the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, provisions of this Agreement are necessary to protect PPBI's legitimate business interests and Buyer shall to protect the value of PPBI's acquisition of SDTB. The Shareholder warrants that these provisions will not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave unreasonably interfere with his or her employ with Sellerability to earn a living or to pursue his or her occupation and the Shareholder has the means to support himself or herself and his or her dependents and the provisions of this Section 6 will not impair such ability in any manner whatsoever. (d) Except as provided The Shareholder will not, at any time during the two-year period referred to in the Transition Services Subsection 6(a) of this Agreement, BCA shall notdisparage PPBI, and Buyer shall not on behalf of BCA, whether directly Pacific Premier or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result Affiliates, or the business conducted by PPBI and Pacific Premier or any of their Affiliates, or any general solicitation advertisements that are not targeted at stockholder, member, director, manager, officer, employee or agent of PPBI, Pacific Premier or any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employeesof their Affiliates. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.

Non-Solicitation. (a) Seller Purchaser acknowledges that during the course of Sellers' employees' employment with any Seller, Sellers' employees have received and have been privy to Sellers' confidential information and trade secrets, including, information regarding existing employees, their work, and their compensation, and that Sellers have a legitimate interest in ensuring that such confidential information and trade secrets remain confidential and are not disclosed to third parties. Thus, to avoid the actual or threatened misappropriation of such confidential information and trade secrets, Purchaser agrees that for a period of two (2) years immediately subsequent to the Closing, Purchaser shall not, whether and shall cause its subsidiaries, and its and their respective employees, representatives and agents not to, directly or indirectly, during indirectly solicit any employee of Sellers (other than the period beginning on the Closing Date and ending on the second anniversary Seller Employees) or any of the Closing Date (such period, subsidiaries of the “Restricted Period”), (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business. (b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of BuyerSellers; provided, however, that Seller the foregoing shall not prohibit Purchaser from employing any individual who has received notice of termination from, or ceased to be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of employed by, Sellers prior to the first time such individual discussed, directly or with any general solicitation advertisements representative, employment with Purchaser; and provided, further, that are not targeted at any Additional Restricted Employees and Seller the foregoing shall not be prohibited prohibit Purchaser from hiring soliciting any Additional Restricted Employees who respond to individual in connection with a general solicitation, through customary means such general solicitation advertisements as use of advertisements, search firms, employment listings services and company postings on websites and other places, not targeted directed primarily or specifically at the Additional Restricted Employeesemployees of Sellers. (cb) Except as provided in Sellers acknowledge that during the Transition Services Agreementcourse of the Transitioning Employees' employment with any Seller, Boeing Commercial Airplanes (“BCA”) shall notthe Transitioning Employees have received and have been privy to confidential information and trade secrets, including, information regarding Sniffer's existing employees, their work, and Buyer their compensation, and that Purchaser has a legitimate interest in ensuring that such confidential information and trade secrets regarding the Sniffer Business remain confidential and are not disclosed to third parties. Thus, to avoid the actual or threatened misappropriation of such confidential information and trade secrets, Sellers agree that for a period of two (2) years immediately subsequent to the Closing, Sellers shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer and shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller. (d) Except as provided in the Transition Services Agreement, BCA shall notcause their respective subsidiaries, and Buyer shall its and their respective employees, representatives and agents not on behalf of BCA, whether directly or indirectly, during the Restricted Periodto, solicit any employees of Purchaser or any of the employment subsidiaries of any New Seller Engineering Employees without the prior written consent of SellerPurchaser (including the Transitioning Employees); provided, however, that Buyer the foregoing shall not prohibit STARBURST ASSET PURCHASE AGREEMENT any Seller from employing any individual who has received notice of termination from, or ceased to be employed by, Purchaser or any Control Affiliate thereof prior to the first time such individual discussed, directly or with any representative, employment with Sellers; and provided, further, that the foregoing shall not prohibit Sellers from soliciting any individual in breach connection with a general solicitation, through customary means such as use of advertisements, search firms, employment listings services and company postings on websites and other places, not directed primarily or specifically at any employee of Purchaser or any of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employeessubsidiaries. (ec) If Buyer or Seller breaches any Purchaser and Sellers represent that they are each fully aware of their respective obligations hereunder, and acknowledge that the restrictive covenants set forth limitations of length of time, geography and scope of activity agreed to in this Section 6.10Agreement are reasonable because, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any among other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actionsthings: (i) Purchaser and Sellers are engaged in and their employees are employed in a highly competitive industry, (ii) Seller's employees (including the right Transitioning Employees) have unique access to, and remedy will continue to have access to, the restrictive covenant trade secrets and know-how of Sellers (in this Section 6.10 specifically enforced against such breaching Partythe case of Seller's remaining employees) or of the Sniffer Business (in the case of the Transitioning Employees), including temporary restraining orders key employee information, plans and injunctions by any court strategy (and, in particular, the competitive strategy) of competent jurisdictionSellers or the Sniffer Business, it being agreed by as applicable, (iii) in the Parties that any breach event an employee's employment with Seller or Purchaser is terminated, said employee would be able to obtain suitable and satisfactory employment without violation of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching PartyAgreement, and (iiiv) the right this Agreement provides no more protection than is necessary to protect Seller's interests in its goodwill, trade secrets and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10confidential information. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.

Non-Solicitation. From and after the date of this Agreement until the date that is [Redacted – commercially sensitive time period] following the Closing Date: (a) the Seller Parties shall not, whether and shall cause their respective Subsidiaries (including, for greater certainty, Freedom and FMDI prior to the Closing Time) not to, directly or indirectly, solicit for employment or hire any individual who is or has been during the [Redacted – commercially sensitive time period] period beginning on prior to such solicitation or hiring, a [Redacted – commercially sensitive information] of the Purchaser or any of its Subsidiaries (other than a Terminated Employees) or, between the date of this Agreement and the Closing Date and ending on the second anniversary only, an employee of the Closing Date (such period, the “Restricted Period”), (i) solicit the employment of, Freedom or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted EmployeesFMDI; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business.and (b) Seller the Purchaser shall not, whether and shall cause its Subsidiaries (including, for greater certainty, Freedom and FMDI from and after the Closing Time) not to, directly or indirectly, solicit for employment or hire any individual who is or has been during the Restricted Period solicit the employment [Redacted – commercially sensitive time period] prior to such solicitation or hiring, a [Redacted – commercially sensitive information] of any Additional Restricted Employee without of the prior written consent Seller Parties or any of Buyer; providedtheir respective Subsidiaries, howeverprovided that, that Seller such prohibitions shall not be in breach extend to (i) general solicitations of its non-solicitation obligation under this Section 6.10(bemployment (including publicly posted job advertisements) solely not specifically directed towards such employees, nor to hiring of any such employee as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees. (c) Except as provided in the Transition Services Agreementthereof, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller. (d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result solicitation or hiring of enforcing this Section 6.10. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there employees whose employment has been a breach terminated by their employer where the solicitations and hiring commence at least [Redacted – commercially sensitive time period] after the termination of such Party employee’s employment, or (iii) the solicitation or hiring of this employees in connection with the Employee Transfers contemplated by Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases4.9).

Non-Solicitation. (a) Seller Except as otherwise expressly provided in this Section 5.4, the Company and its Subsidiaries shall not, whether directly or indirectly, during the period beginning on the Closing Date and ending on the second anniversary through any officer, director, employee, representative, (including any financial or other advisor) or agent of the Closing Date Company or any of its Subsidiaries (such periodcollectively, the “Restricted PeriodRepresentatives”), ): (i) solicit the employment solicit, initiate, encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or hiredisclosure of, any Initial Restricted Employee confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal; (ii) enter into, engage in, continue or otherwise participate in any discussions or negotiations with any Person (other than the Purchaser and its Subsidiaries or affiliates) in respect of any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal, provided that the Company may advise any Person of the restrictions applicable to the Company and its Subsidiaries set forth in this Agreement; (iii) make a Company Change in Recommendation; (iv) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend, or take no position or remain neutral with respect to, any publicly announced Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal for a period of no more than five Business Days following the public announcement of such Acquisition Proposal will not be considered to be in violation of this Section 5.4(a)(iv); provided that the Company Board has rejected such Acquisition Proposal and affirmed the Company Board Recommendation by press release before the end of such five Business Day period (or in the event that the Company Meeting is scheduled to occur within such five Business Day period, prior to the third Business Day prior to the date of the Company Meeting); provided, further, that the Company shall provide the Purchaser and its outside legal counsel with a reasonable opportunity to review the form and content of any such press release and shall make all reasonable amendments to such press release as requested by the Purchaser and its counsel); or (v) accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement, arrangement or understanding relating to any Acquisition Proposal. (b) The Company shall, and shall cause its Subsidiaries and Representatives to immediately cease any existing solicitation, encouragement, discussions, negotiations or other activities commenced prior to the date of this Agreement with any Person (other than the Purchaser and its Subsidiaries or affiliates) conducted by the Company or any of its Subsidiaries or Representatives with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, and, in connection therewith, the Company shall: (i) immediately discontinue access to and disclosure of its and its Subsidiaries’ confidential information (and not allow access to or disclosure of any such confidential information, or any data room, virtual or otherwise); and (ii) as soon as possible request (and in any case within two Business Days), and exercise all rights it has (or cause its Subsidiaries to exercise any rights that they have) to require the return or destruction of all confidential information (including derivative information) regarding the Company and its Subsidiaries previously provided to any Person (other than the Purchaser) in connection with a possible Acquisition Proposal to the extent such information has not already been returned or destroyed and the Company or its applicable Subsidiary has the right to request such return or destruction pursuant to a confidentiality agreement that is in force and effect, and shall use its reasonable best efforts to ensure that such requests are fully complied with to the extent the Company is entitled. (c) The Company represents and warrants that neither the Company nor any of its Subsidiaries has waived any standstill, confidentiality, non-disclosure, business purpose, use or similar agreement or restriction to which the Company or any of its Subsidiaries is a Party as of the date hereof. Subject to Section 5.4(d), the Company covenants and agrees that: (i) the Company shall take all necessary action to enforce each standstill, confidentiality, non-disclosure, business purpose, use or similar agreement or restriction to which the Company or any of its Subsidiaries is a party; and (ii) neither the Company nor any of its Subsidiaries nor any of their respective Representatives have released or will, without the prior written consent of Buyerthe Purchaser, release any Person from, or waive, amend, suspend or otherwise modify such Person’s obligations respecting the Company, or any of its Subsidiaries, under any standstill, confidentiality, non-disclosure, business purpose, use or similar agreement or restriction to which the Company or any of its Subsidiary is a party (it being acknowledged by the Purchaser and the Parent that the automatic termination or automatic release, in each case pursuant to the terms thereof, of any standstill restrictions of any such agreements as a result of the entering into and announcement of this Agreement shall not be a violation of this Section 5.4(c)). (d) If the Company, or any of its Subsidiaries or any of their respective Representatives receives: (i) any inquiry, proposal or offer made after the date of this Agreement that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal; or (ii) any request for copies of, access to, or disclosure of, confidential information relating to the Company or any Subsidiary in connection with any proposal that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal, including information, access or disclosure relating to the properties, facilities, books or records of the Company or any Subsidiary, in each case made after the date of this Agreement; then, the Company shall promptly notify the Purchaser orally, and then in writing within 24 hours, of such Acquisition Proposal, inquiry, proposal, offer or request (irrespective of whether the Acquisition Proposal, inquiry, proposal, offer or request is conditional upon the Company not disclosing the receipt, or contents of the Acquisition Proposal, inquiry, proposal or request to any person), including the identity of the Person making such Acquisition Proposal, inquiry, proposal, offer or request and the material terms and conditions thereof and provide copies of all written documents, correspondence or other material received in respect of, from or on behalf of any such Person. The Company shall keep the Purchaser fully informed on a current basis of the status of material developments with respect to such Acquisition Proposal, inquiry, proposal, offer or request, including any material changes, modifications or other amendments thereto. (e) Nothing contained in this Section 5.4 shall prohibit the Company Board from making disclosure to Company Shareholders as required by applicable Law, including complying with Section 2.17 of National Instrument 62-104 - Takeover Bids and Issuer Bids and similar provisions under Canadian Securities Laws relating to the provision of a directors’ circular in respect of an Acquisition Proposal and Rule 14d 9 under the Exchange Act, provided, however, neither the Company nor the Company Board shall be permitted to recommend that Seller the Company Shareholders tender any securities in connection with any take-over bid that is an Acquisition Proposal. (f) Notwithstanding anything to the contrary in this Agreement, but subject to Section 5.4(g), the Unconflicted Company Board may, at any time prior to obtaining the Company Shareholder Approval, make a Company Change in Recommendation in response to an Intervening Event if the Unconflicted Company Board (based upon, amongst other things, the recommendation of the Special Committee) has determined in good faith, after consultation with the Company’s external legal and financial advisors, that the failure by the Unconflicted Company Board to make such a Company Change in Recommendation in response to such Intervening Event would be inconsistent with its fiduciary duties. (g) Upon becoming aware of an Intervening Event, the Company shall promptly provide written notice to the Purchaser describing the Intervening Event in reasonable detail (the “Intervening Event Notice”), and shall at all times keep the Purchaser reasonably informed of developments with respect to such Intervening Event (whether or not such Intervening Event results in a Company Change in Recommendation). Prior to the Unconflicted Company Board making a Company Change in Recommendation in response to an Intervening Event, (A) the Company shall provide written notice to the Purchaser that the Unconflicted Company Board intends to make a Company Change in Recommendation and specifying, in reasonable detail, the underlying facts giving rise to, and the reasons for making, a Company Change in Recommendation, including the reasons for which the Unconflicted Company Board believes that failure to make a Company Change in Recommendation in response to the Intervening Event would be inconsistent with its fiduciary duties, (B) during the period ending on the earlier of five Business Days following receipt by the Purchaser of the Intervening Event Notice and the third Business Day prior to the Company Meeting (the “Intervening Event Period”), the Purchaser shall have the opportunity (but not the obligation) to request such additional information about the Intervening Event as it may reasonably require (which information shall be provided promptly to the Purchaser, to the extent it is available to the Company), and (C) at the end of such Intervening Event Period, the Unconflicted Company Board (based upon, amongst other things, the recommendation of the Special Committee) shall have determined in breach good faith, after consultation with the Company’s external legal and financial advisors that the failure by the Unconflicted Company Board to make a Company Change in Recommendation in response to such Intervening Event would continue to be inconsistent with its fiduciary duties. (h) If the Company delivers an Intervening Event Notice to the Purchaser after a date that is less than five Business Days prior to the Company Meeting, the Company shall be entitled to, and the Company shall upon request by the Purchaser, postpone the Company Meeting to a date that is not more than 15 Business Days after the scheduled date of its non-solicitation obligation set forth the Company Meeting (and, in any event, prior to the foregoing clause Outside Date). (i) solely For greater certainty, notwithstanding any Company Change in Recommendation (but subject to Section 5.4(h)), unless this Agreement has been terminated in accordance with its terms, the Company shall call the Company Meeting to occur and the Arrangement Resolution to be put to the Company Shareholders thereat for consideration in accordance with this Agreement, and the Company shall not, except as required by applicable Law, submit to a result vote of the Company Shareholders any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond Acquisition Proposal other than the Arrangement Resolution prior to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Businesstermination of this Agreement. (bj) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment The Company acknowledges and agrees that any Company Change in Recommendation may only be made pursuant to Section 5.4(f) and no other provisions of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted EmployeesAgreement. (ck) Except as provided Without limiting the generality of the foregoing, the Company shall advise its Subsidiaries and its Representatives of the prohibitions set out in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller. (d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result 5.4 and any violation of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants restrictions set forth in this Section 6.105.4 by the Company, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which its Subsidiaries or Representatives shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available deemed to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any be a breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred 5.4 by the non-breaching Party as a result of enforcing this Section 6.10Company. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.

Non-Solicitation. (a) Seller shall not, whether directly or indirectly, during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”), (i) For a period of two years after the date hereof, the Purchaser will not, and will cause its Affiliates not to, directly or indirectly (including by way of recommendations from ▇▇▇▇), solicit any employee of the employment of, Seller or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth Affiliates for employment or in any other capacity (including as an independent contractor or consultant) with the Purchaser or the Company; provided that nothing in this Section 7.06(c)(i) will prohibit the Purchaser or any of its Affiliates from: (A) publishing or posting a general posting of open positions in the foregoing clause (i) solely as a result course of any general solicitation advertisements normal hiring practices that are not targeted at specifically sent to, or do not specifically target, the employees of the Seller Parties or their Affiliates; (B) placing a general advertisement with respect to open positions that is not specifically sent to, and does not specifically target, the employees of the Seller Parties or their Affiliates; (C) engaging an employee recruiter to fill open positions, so long as such recruiter is not specifically asked or engaged by the Purchaser or any Initial Restricted Employeesof its Affiliates to target the employees of the Seller Parties or any of their Affiliates and so long as such recruiter has been advised of the restrictions contained in this Section 7.06(c). ▇▇▇▇ and all Persons controlled by him (other than the Excluded ▇▇▇▇ Affiliates) will be bound by this Section 7.06(c) to the same extent as the Purchaser. Notwithstanding the foregoing, but Seller shall be prohibited from hiring the provisions of this Section 7.06(c) will not apply to ▇▇▇▇▇▇▇ and will apply to the Excluded ▇▇▇▇ Affiliates only if ▇▇▇▇ is actively involved in the decision-making process of any Initial Restricted Employees who respond of the Excluded ▇▇▇▇ Affiliates to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business. (b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as would constitute a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees. (c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller. (d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to 7.06(c) if such actions were taken by the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and Purchaser. (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for For a period of time two years after the date hereof, the Seller or any of its Affiliates will not directly or indirectly solicit any employee of the violation from Company or any of its Affiliates for employment or in any other capacity (including as an independent contractor or consultant) with the date on which such breach ceases.Seller; provided that nothing in this Section 7.06(c)

Non-Solicitation. (a) Seller shall not, whether directly or indirectly, Grantee agrees that during the term of his/her employment and/or service to the Company or any of its subsidiaries or affiliates and for the one-year period beginning on following the Closing Date and ending on the second anniversary termination of the Closing Date his/her employment and/or service for any reason (such period, the “Restricted Period”whether voluntary or involuntary), Grantee shall not (i) solicit any of the employment ofCompany’s, or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in subsidiaries’ or affiliates’, employees with whom Grantee worked on more than a de minimis basis or whom Grantee directly or indirectly supervised while with the foregoing clause Company to work for any other individual, partnership, limited liability company, corporation, independent practice association, management service organization, or any other entity (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employeescollectively, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees“Person”); or (ii) hire any of the Company’s, or any of its subsidiaries’ or affiliates’, employees with whom Grantee worked on more than a de minimis basis or whom Grantee directly or indirectly supervised while with the Company to work (as an employee or an independent contractor) for any Person; (iii) take any action which is intended that may reasonably result in any of the Company’s, or any of its subsidiaries’ or affiliates’, employees with whom Grantee worked on more than a de minimis basis or whom Grantee directly or indirectly supervised while with the Company going to work (as an employee or an independent contractor) for any Person; (iv) induce any Initial Restricted Employee patient or customer of the Company, or any of its subsidiaries or affiliates, either individually or collectively, to leave his patronize any competing business; (v) request or her employ advise any patient, customer, or supplier of the Company, or any of its subsidiaries or affiliates, to withdraw, curtail, or cancel such person’s business with the Business. (b) Seller shall notCompany, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(bsubsidiaries or affiliates; (vi) solely as a enter into any contract the purpose or result of which would benefit Grantee if any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at patient or customer of the Additional Restricted Employees. (c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment ofCompany, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in subsidiaries or affiliates, were to withdraw, curtail, or cancel such person’s business with the foregoing clause Company, or any of its subsidiaries or affiliates; (ivii) solely as a result solicit, induce, or encourage any physician (or former physician) affiliated with the Company, or any of its subsidiaries or affiliates, or induce or encourage any general solicitation advertisements that are not targeted at other person under contract with the Company, or any Seller Engineering Employeesof its subsidiaries or affiliates, but Buyer shall be prohibited from hiring to curtail or terminate such person’s affiliation or contractual relationship with the Company, or any Seller Engineering Employee who respond to such general solicitation advertisementsof its subsidiaries or affiliates; or (iiviii) take disclose to any action which is intended to induce any Seller Engineering Employee to leave his Person the names or her employ with Seller. (d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment addresses of any New Seller Engineering Employees without patient or customer of the prior written consent of Seller; providedCompany, however, that Buyer shall not be in breach or any of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employeessubsidiaries or affiliates. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.

Non-Solicitation. (a) Seller shall not, whether directly or indirectly, during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”), (i) For a period of two years after the date hereof, the Purchaser will not, and will cause its Affiliates not to, directly or indirectly (including by way of recommendations from ▇▇▇▇), solicit any employee of the Seller or any of its Affiliates for employment ofor in any other capacity (including as an independent contractor or consultant) with the Purchaser or the Company; provided that nothing in this Section 7.06(c)(i) will prohibit the Purchaser or any of its Affiliates from: (A) publishing or posting a general posting of open positions in the course of normal hiring practices that are not specifically sent to, or hiredo not specifically target, the employees of the Seller Parties or their Affiliates; (B) placing a general advertisement with respect to open positions that is not specifically sent to, and does not specifically target, the employees of the Seller Parties or their Affiliates; (C) engaging an employee recruiter to fill open positions, so long as such recruiter is not specifically asked or engaged by the Purchaser or any Initial Restricted Employee without of its Affiliates to target the prior written consent employees of Buyerthe Seller Parties or any of their Affiliates and so long as such recruiter has been advised of the restrictions contained in this Section 7.06(c). ▇▇▇▇ and all Persons controlled by him (other than the Excluded ▇▇▇▇ Affiliates) will be bound by this Section 7.06(c) to the same extent as the Purchaser. Notwithstanding the foregoing, provided, however, the provisions of this Section 7.06(c) will not apply to ▇▇▇▇▇▇▇ and will apply to the Excluded ▇▇▇▇ Affiliates only if ▇▇▇▇ is actively involved in the decision-making process of any of the Excluded ▇▇▇▇ Affiliates to take any action that Seller shall not be in would constitute a breach of this Section 7.06(c) if such actions were taken by the Purchaser. (ii) For a period of two years after the date hereof, the Seller or any of its non-solicitation obligation set forth Affiliates will not directly or indirectly solicit any employee of the Company or any of its Affiliates for employment or in any other capacity (including as an independent contractor or consultant) with the Seller; provided that nothing in this Section 7.06(c)(ii) will prohibit the Seller from: (A) publishing or posting a general posting of open positions in the foregoing clause course of normal hiring practices that are not specifically sent to, or do not specifically target, the employees of the Company or its Affiliates; (B) placing a general advertisement with respect to open positions that is not specifically sent to, and does not specifically target, the employees of the Company or its Affiliates; (C) engaging an employee recruiter to fill open positions, so long as such recruiter is not specifically asked or engaged by the Seller Parties or any of their Affiliates to target the employees of the Company or any of its Affiliates and so long as such recruiter has been advised of the restrictions contained in this Section 7.06(c)(ii). (d) If any covenant in this Section 7.06 is found to be invalid, void or unenforceable in any situation in any jurisdiction by a final determination of a court or any other Governmental Authority of competent jurisdiction, the Parties agree that: (i) solely as a result such determination will not affect the validity or enforceability of (A) the offending term or provision in any general solicitation advertisements that are not targeted at other situation or in any Initial Restricted Employees, but Seller shall be prohibited from hiring other jurisdiction or (B) the remaining terms and provisions of this 32 Section 7.06 in any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employeessituation in any jurisdiction; or (ii) take any action which is intended the offending term or provision will be reformed rather than voided and the court or Governmental Authority making such determination will have the power to induce any Initial Restricted Employee to leave his reduce the scope, duration or her employ with the Business. (b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment geographical area of any Additional Restricted Employee without the prior written consent of Buyer; providedinvalid or unenforceable term or provision, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees. (c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly delete specific words or indirectly, during the Restricted Period, (i) solicit the employment ofphrases, or hireto replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable provision, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond order to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller. (d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any render the restrictive covenants set forth in this Section 6.10, then 7.06 enforceable to the non-breaching Party shall have the following rights fullest extent permitted by applicable Law; and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (iiii) the right and remedy to have the restrictive covenant covenants set forth in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party 7.06 will be enforceable as a result of enforcing this Section 6.10so modified. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.

Non-Solicitation. (a) As an inducement for the Seller to enter into this Agreement and to consummate the Asset Sale, for a period of twelve (12) months following the Closing Date, the Seller shall not, whether directly and shall cause Seller Subsidiaries not to, on its or indirectlytheir own behalf or in coordination with or on behalf of others, during the period beginning on the Closing Date and ending on the second anniversary in any form or manner whatsoever, solicit, recruit or hire any Transferred Employee or any employee of the Closing Date (such period, the “Restricted Period”), (i) solicit the employment of, Buyer or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth Subsidiaries who became known to Seller or with whom Seller interfaced in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ connection with the Business. (b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of BuyerAsset Sale; provided, however, that Seller the foregoing shall not be in breach prohibit (A) a general solicitation to the public of general advertising or similar methods of solicitation by search firms not specifically directed at such employees, or (B) any Seller Restricted Entity from soliciting or recruiting or subsequently hiring any such employee who was solicited or recruited six or more months following the cessation of employment of such employee by the Buyer or any of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted EmployeesAffiliates. (cb) Except as provided in As an inducement for the Transition Services AgreementSeller to enter into this Agreement and to consummate the Asset Sale, Boeing Commercial Airplanes for a period of twelve (“BCA”12) months following the Closing Date, the Buyer shall not, and shall cause each of its Subsidiaries (the Buyer shall and its Subsidiaries collectively, the “Buyer Restricted Entities”) not to, on its or their own behalf or in coordination with or on behalf of BCAothers, whether directly and in any form or indirectlymanner whatsoever, during solicit, recruit or hire any employee of Seller or a Seller Subsidiary who became known to Buyer or with whom Buyer interfaced in connection with the Restricted Period, Asset Sale (i) solicit the employment of, or hire, other than any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Business Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller. (d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall does not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Sellerbecome a Transferred Employee); provided, however, that Buyer the foregoing shall not be in breach prohibit (A) a general solicitation to the public of general advertising or similar methods of solicitation by search firms not specifically directed at any such employees, or (B) any Buyer Restricted Entity from soliciting or recruiting or subsequently hiring any such employee six or more months following the termination of employment of such employee by the Seller or any of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering EmployeesAffiliates. (ec) If any Subsidiary of the Seller or Buyer ceases to be a Subsidiary of the Seller or Seller breaches any Buyer, as applicable, the restrictive covenants restrictions set forth in this Section 6.10, then the non-breaching Party 5.16 shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available thereafter no longer apply to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10Subsidiary. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.

Non-Solicitation. The Company and Employee acknowledge and agree that for Employee to solicit the customers, employees and other business relations of the Company during the Employment Term and for a limited time after the end of the Employment Term would be contrary to the purposes for which the parties entered into this Agreement. In order to induce the Company to enter into this Agreement, Employee covenants, warrants and agrees, for the benefit of the Company, and its respective current and future Subsidiaries, successors and assigns (collectively, the “Protected Parties” and each a “Protected Party”), that, during the Covenant Period (as defined below), Employee, for Employee’s self or for any other Person, either as a principal, agent, employee, contractor, director, officer or in any other capacity, shall not, without first obtaining the express written consent of the Company (except in Employee’s capacity as an employee of the Company), either directly or indirectly: (a) Seller shall not(x) Solicit, whether directly entice or indirectlyinduce any customer to (i) become a customer of any other Person with respect to the Business; (ii) refrain from or cease doing business with the Protected Parties with respect to the Business; or (iii) reduce its business with the Protected Parties with respect to the Business, during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (y) Employee will not approach any such period, the “Restricted Period”Person for such purpose described in clauses (i), (iii) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (iiiii) take or authorize or knowingly approve, encourage or assist the taking of such actions by any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business.other Person; (b) Seller shall notSolicit, whether directly recruit or indirectlyhire any part-time or full-time employee, during the Restricted Period solicit representative or consultant of any Protected Party to (1) leave the employment of or terminate his, her or its contractual relationship with such Protected Party; or (2) enter into an employment or a contractual relationship with any Additional Restricted third party, including Employee without the prior written consent of Buyer; providedor any Person in which Employee has any interest whatsoever, however, that Seller and Employee shall not be engage in breach of its any activity that would cause any employee, representative or consultant to violate any agreement with any Protected Party; provided that the foregoing covenant shall not apply to any Person after twelve (12) months have elapsed after the date on which such person’s employment by a Protected Party has terminated, and provided further that nothing contained herein shall prevent Employee from employing or engaging any Person who, without any encouragement by Employee or his representatives, (x) responds to a general media advertisement or non-solicitation obligation under this Section 6.10(bdirected search inquiry (including the use of employment agencies provided no direction was given to target a Protected Party’s employees or third party contractors), or (x) solely makes an unsolicited contact for employment or engagement as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employeesthird party contractor. (c) Except as provided in the Transition Services For purposes of this Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller. (d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party following terms shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.mean:

Non-Solicitation. (a) Seller Target shall not, whether directly nor shall it authorize or indirectlypermit any of its Subsidiaries to, during the period beginning on the Closing Date and ending on the second anniversary nor shall it authorize or permit any executive officer, director or employee of, or any investment banker, attorney, accountant or other advisor or representative (collectively, "Representatives") of, Target or any Subsidiary of the Closing Date (such period, the “Restricted Period”)Target to, (i) solicit directly or indirectly solicit, initiate or knowingly encourage the employment submission of, or hireany Takeover Proposal (as defined in Section 5.3(f) hereof), any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) enter into any agreement providing for any Takeover Proposal or (iii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect to, or take any other action which is intended to induce knowingly facilitate any Initial Restricted Employee to leave his inquiries or her employ with the Business. (b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment making of any Additional Restricted Employee without the prior written consent of Buyerproposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal; provided, however, that Seller shall Target may, in response -------- ------- to an unsolicited bona fide Takeover Proposal that did not be in result from a breach of its non-solicitation obligation under this Section 6.10(b5.3(a), which the Target Board determines, in good faith and with the approval of the Special Committee, after consultation with the Special Committee's legal counsel and financial advisors, may reasonably be expected to lead to a Superior Proposal (as defined in Section 5.3(f) solely as hereof), subject to compliance with Section 5.3(c) hereof, (x) furnish information with respect to the Companies to the Person making such Takeover Proposal and its Representatives pursuant to a result confidentiality agreement substantially similar to the Confidentiality Agreement, and (y) participate in discussions or negotiations with such Person and its Representatives regarding such Takeover Proposal. Target agrees not to release any Person from, or waive any material provision of, any standstill or confidentiality agreement entered into prior to the date hereof to which any Company is a party. Upon execution of this Agreement, Target shall immediately cease any existing activities, discussions or negotiations by any Company or Representatives of any general solicitation advertisements Company with parties heretofore conducted with respect to a Takeover Proposal; provided that are not targeted at any Additional Restricted Employees and Seller Target -------- shall not be prohibited from hiring any Additional Restricted Employees who have the right to respond to new unsolicited Takeover Proposals from such general solicitation advertisements not targeted at parties pursuant to this Section 5.3(a). (b) Neither the Additional Restricted EmployeesBoard of Directors of Target nor the Special Committee shall (i) withdraw or modify in a manner adverse to Buyer, or publicly propose to withdraw or modify in a manner adverse to Buyer, the approval or recommendation by the Board of Directors of Target or the Special Committee of this Agreement, the Merger and the transactions contemplated hereby, (ii) approve any letter of intent, agreement in principle, acquisition agreement or similar agreement providing for any Takeover Proposal or (iii) approve or recommend, or publicly propose to approve or recommend, any Takeover Proposal, in each case, except as set forth in the next succeeding sentence, unless this Agreement is terminated in accordance with Article VII hereof. If the Board of Directors of Target determines in good faith and with the approval of the Special Committee, after consultation with the Special Committee's legal counsel, that failure to do so could reasonably be expected to cause such Board of Directors to violate its fiduciary duties to Target's stockholders, the Board of Directors of Target may (upon obtaining the approval of the Special Committee) withdraw or modify its approval or recommendation of this Agreement, the Merger or the transactions contemplated hereby without terminating this Agreement. (c) Except Target shall, promptly following receipt of any Takeover Proposal, notify Parent of the receipt thereof and any stated material terms (other than the identity of the person making such Takeover Proposal). Notwithstanding anything to the contrary set forth herein, Target shall not terminate this Agreement in connection with entering into a definitive agreement concerning a Superior Proposal pursuant to Section 7.1(g) hereof, unless (i) Target shall have delivered to Parent written notice specifying all material terms of such Superior Proposal (including, without limitation, the identity of the Person making such Superior Proposal) not later than 5:00 p.m. (Chicago time) five business days in advance of any date that Target intends to take any such action ("Designated Period") and (ii) Target and its Representatives have complied in all respects with the terms of the following sentence. During the Designated Period, Target shall negotiate in good faith with Parent to make such amendments (the "Superior Amendments") to the terms and conditions of this Agreement that Target's Board of Directors determines in good faith and with the approval of the Special Committee, after consultation with the Special Committee's legal counsel and financial advisors, to be superior from a financial point of view to Target's stockholders than such Superior Proposal, taking into account all the terms and conditions of such Superior Proposal and this Agreement as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall notproposed to be so amended, and Buyer shall not on behalf whether such amended Agreement is reasonably capable of BCAbeing completed, whether directly or indirectlytaking into account all financial, legal and other aspects of this Agreement as so amended (including its proposed financing), and if Parent, during the Restricted Designated Period, (i) solicit delivers a duly executed counterpart signature page to the employment ofSuperior Amendments to Target, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer Target shall not terminate this Agreement pursuant to Section 7.1(g) hereof in connection with entering into such Superior Proposal. For purposes of the preceding sentence, a price per share of Common Stock of at least $.05 above that of the consideration per share of the Superior Proposal will be in breach deemed superior from a financial point of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Sellerview. (d) Except as provided Nothing contained in this Section 5.3 shall prohibit Target from taking and disclosing to its stockholders a position contemplated by Rule 14e- 2(a) promulgated under the Transition Services Agreement, BCA shall notExchange Act or from making any required disclosure to the Target's stockholders if the Board of Directors of Target determines in good faith, and Buyer shall not on behalf with the approval of BCAthe Special Committee, whether directly or indirectly, during after consultation with the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, howeverSpecial Committee's legal counsel, that Buyer shall not be in breach of such disclosure is necessary or advisable to comply with its non-solicitation obligation obligations under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employeesapplicable law. (e) If Buyer or Seller breaches any Notwithstanding the restrictive covenants set forth in foregoing provisions of this Section 6.105.3, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies it is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: agreed that Target (i) shall include in the right press release announcing this Agreement a statement to the effect that, consistent with its fiduciary obligations and remedy subject to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach terms of this Section 6.10 would cause irreparable injury Agreement, the Board of Directors of Target has preserved its ability to the nonrespond to third parties, where appropriate, (ii) may file this Agreement and such press release as exhibits to a Current Report on Form 8-breaching Party and that money damages would not provide an adequate remedy to the non-breaching PartyK, and (iiiii) the right may repeat such statements in other public disclosures and remedy to collect from the breaching Party any in private communications with financial analysts, its stockholders, such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10third parties or their Representatives. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party For purposes of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.Agreement:

Non-Solicitation. (a) Seller shall notSellers agree that, whether directly or indirectly, during the period beginning on from and after the Closing Date and ending on until the second anniversary of the Closing Date Date, they shall not and shall cause their Subsidiaries and Affiliates not to, in any capacity, either separately, jointly or in association with others, directly or indirectly, employ, seek to employ, or retain the services of any Operating Company Employee (such periodas defined in the Verizon Share Purchase Agreement) who is then employed or retained by Buyer, the “Restricted Period”)Company or any Company Subsidiary (or who was so employed or retained at any time within six months prior to the date Sellers or any of their Subsidiaries or Affiliates employs, (i) solicit the employment ofseeks to employ, or hireretains the services of such person); provided that notwithstanding the foregoing, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller it shall not be in breach constitute a violation of its non-solicitation obligation set forth in the foregoing clause (ithis Section 5.4(a) solely as for Sellers or any of their Subsidiaries or Affiliates to make a result of any general solicitation advertisements that are not targeted at for employment or other services contained in a newspaper or other periodical or on the radio, internet or other similar media and to hire any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Businessperson in connection therewith. (b) Seller Buyer agrees that, from and after the Closing Date and until the second anniversary of the Closing Date, it shall not, whether and shall cause its Subsidiaries not to, in any capacity, either separately, jointly or in association with others, directly or indirectly, during employ, seek to employ, or retain the Restricted Period solicit the employment services of any Additional Restricted Employee without person (other than an Operating Company Employee) who is then employed or retained by Sellers or any of their Subsidiaries or Affiliates (or who was so employed or retained at any time within six months prior to the prior written consent date Buyer or any of Buyerits Subsidiaries employs, seeks to employ, or retains the services of such person); provided, howeverthat notwithstanding the foregoing, that Seller it shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as constitute a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees. (c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller. (d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach violation of this Section 6.10 would cause irreparable injury 5.4(b) for Buyer or any of its Subsidiaries to make a general solicitation for employment or other services contained in a newspaper or other periodical or on the non-breaching Party radio, internet or other similar media and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party hire any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10person in connection therewith. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.