Agreement Not in Contravention. Neither the execution and delivery of this Agreement, nor the consummation of the transactions provided for herein will # result in the material breach of or constitute a material default or give rise to any right of termination, cancellation or acceleration under any of the terms, conditions, or provisions of any lease, license, promissory note, contract, agreement, mortgage, deed of trust or other instrument or document to which each of the parties is a party, or # violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to any of the parties.

Agreement Not to Compete. Employee agrees not to, during the [12 or 24, as applicable]-month period following the Employee’s Termination Date (the “Restricted Period”), without the Company’s prior written consent, for any reason, directly or indirectly either as principal, agent, manager, employee, partner, shareholder, director, officer, consultant or otherwise, become engaged or involved, in a manner that relates to or is similar in nature to the specific duties performed by the Employee at any time during his or her employment with any the Company, in any business (other than as a less-than three percent (3%) equity owner of any corporation traded on any national, international or regional stock exchange or in the over-the-counter market) that directly competes with the Company in

Not Exclusive Dealings Agreement. This Agreement is not intended to be and shall not be construed to be an exclusive dealings agreement between Owners and Service Provider. Owners shall at all times, in their sole discretion, be free to self-perform any Services or have such Services performed by another party subject to and consistent with the IP licensing agreements in [Exhibits F] (Facility IP License in the Event of a Triggering Event) and G (IP License), provided that any associated reduction in Services will be only as provided in Section 4.3(b).

Provisions relating to Third Parties.

Effective Date Of Agreement. This Agreement shall be effective as provided in the following acknowledgement: Acknowledgment of Rights and Waiver of Claims Under the Age Discrimination in Employment Act ("ADEA"). Employee acknowledges that Employee is knowingly and voluntarily waiving and releasing any rights Employee may have under the ADEA. Employee also acknowledges that the consideration given for the waiver and release contained in this Agreement is in addition to anything of value to which Employee was already entitled. Employee further acknowledges that Employee has been advised by this writing, as required by the Older Workers' Benefit Protection Act, that: # her/his waiver and release does not apply to any rights or claims that may arise after the Effective Date (defined below) of this Agreement; # Employee should consult with an attorney prior to executing this Agreement; # Employee has at least twenty-one (21) days to consider this Agreement (although Employee may by his/her own choice execute this Agreement earlier); # Employee has seven (7) days following the full execution of this Agreement by both of the Parties to revoke the Agreement; and # this Agreement shall not be effective until the date upon which the revocation period has expired (“Effective Date”). Employee may revoke this Release only by giving Employer written notice of Employee's revocation of this Release, to Deborah J. DePaoli, Employer’s General Counsel, to be received by Employer by the close of business on the seventh (7th) day following Employee's execution of this Release.

This Settlement Agreement shall become effective and binding on the Parties at 12:00 a.m., prevailing Eastern Time, on the date (the “Settlement Effective Date”) on which the last of the following conditions is satisfied: # all of the following have executed and delivered to the other Parties pursuant to [Section 3.12] hereof counterpart signature pages of this Settlement Agreement # the Debtors; # each of the Settling Interest Holders; # one or more beneficial holders (or investment advisors or managers for such beneficial holders or discretionary accounts of such beneficial holders) of TCEH First Lien Claims; # one or more beneficial holders (or investment advisors or managers for such beneficial holders or discretionary accounts of such beneficial holders) of TCEH Second Lien Note Claims; # one or more beneficial holders (or investment advisors or managers for such beneficial holders or discretionary accounts of such beneficial holders) of TCEH Unsecured Note Claims; and # the TCEH Official Committee; # the Settlement Order, in form and substance reasonably acceptable to the Debtors, the Settling Interest Holders, the Required TCEH Creditor Parties, and the TCEH Official Committee shall have been entered by the Bankruptcy Court and be in full force and effect and not stayed (by operation of Rule 6004(h) of the Bankruptcy Rules or otherwise), reversed, vacated or amended; and # unless waived by the Parties, five (5) Business Days shall have passed after the expiration of the deadline by which the Class comprised of Allowed TCEH First Lien Secured Claims must vote to accept or reject the Plan; provided, however, that this Settlement Agreement shall be binding on the Parties (other than the Debtors) immediately upon such Parties’ execution of signature pages to this Settlement Agreement; provided, further, however, that no provisions of this Settlement Agreement shall be effective as to the Debtors until the Settlement Effective Date; provided, further, for the avoidance of doubt, that any applicable Entity may become a Party to this Settlement Agreement after the Settlement Effective Date by executing and delivering to the other Parties pursuant to [Section 3.12] hereof its counterpart signature page to this Settlement Agreement.

Agreement Not a Service Contract. This Agreement is not an employment or service contract, and nothing in this Agreement or in the granting of the Options shall be deemed to create in any way whatsoever any obligation on Participant’s part to continue as a Director or on Company’s part to continue Participant’s service as a Director.

Agreement Not To Solicit Employees. During the Restricted Period, Executive will not directly or indirectly solicit or induce, or in any manner attempt to solicit or induce, any person employed by, or any agent of, Tenet or its subsidiaries (or who was within twelve (12) months prior to the Last Day Worked was so employed or engaged) to terminate such employee's employment or agency, as the case may be, with Tenet or its subsidiaries.

Agreement Not an Employment Contract. This Agreement is not an employment or service contract, and nothing in this Agreement or in the granting of the Restricted Shares shall be deemed to create in any way whatsoever any obligation on Participant’s part to continue as an employee of Company or any Subsidiary or on the part of Company or any Subsidiary to continue Participant’s employment or service as an Employee.

Notwithstanding any provision in this Award Agreement, any unvested PRSUs or any vested PRSUs that have not been settled yet will be forfeited if the Participant does not agree to the terms of any restrictive covenant agreement(s) containing non-competition, non-solicitation, confidentiality, assignment of business ideas and similar restrictions that may be presented to the Participant at any time (whether before or after the Grant Date) and that the Participant will be required to accept pursuant to such acceptance procedures (including electronic acceptance) as will be communicated to the Participant. If a restrictive covenant agreement is presented to the Participant, the restrictive covenant agreement will have to be accepted by the Participant within sixty (60) days and if not so accepted, the PRSUs will be forfeited, unless otherwise determined by the Corporation in its discretion.