Options Not Transferable. This Option will not be assignable or transferable by you, other than by a qualified domestic relations order or by will or by the laws of descent and distribution, and will be exercisable during your lifetime only by you (or your legal guardian or personal representative). If this Option remains exercisable after your death, subject to paragraphs 1, 5, and 6 above, it may be exercised by the personal representative of your estate or by any person who acquires the right to exercise such Option by bequest, inheritance or otherwise by reason of your death.

RIGHTS NOT TRANSFERABLE. Rights under this Plan are not transferable by a Participant and are exercisable only by the Participant during his or her lifetime.

Effect of Termination of Employment other than a Change in Control Termination on Agreements Not to Compete and Not to Solicit.

Covenant Not To Solicit Employees & Interfere With Business Relationships. At all times during Executive’s employment with McDonald’s and for a period of two (2) years following Executive’s termination for any reason, whether with or without cause, at the option of McDonald’s or Executive, and/or with or without notice, Executive agrees and covenants that Executive will not, on Executive’s own behalf or on behalf of any other person or entity # directly or indirectly, solicit for employment or assist in the solicitation of any “salaried” employee of McDonald’s, whether employed at the corporate office or in the field (including at McDonald’s restaurants); # provide to any prospective employer the identities of any of McDonald’s “salaried” employees; # assist any of McDonald’s “salaried” employees in obtaining employment with the Executive’s new employer through the dissemination of resumes or otherwise; # release names of any McDonald’s “salaried” employees to recruiters, headhunters or employment agencies and # directly or indirectly entice or induce any vendor, supplier, manufacturer, franchisee, consultant, independent contractor, service provider, or partner of McDonald’s to reduce, divert or curtail its relationship with McDonald’s. If, at any time during this two (2) year period, Executive contemplates extending an offer of employment, either directly or indirectly, to a McDonald’s “salaried” employee, Executive agrees to contact the Executive Vice President of Human Resources, or his/her successor, for approval before extending such an offer.

Employee Innovation and Proprietary Information Agreement (EIPIA), Non-Solicit Agreement, Non-Compete Agreement and Company Alternative Dispute Resolution (ADR) Program. The EIPIA, any Non-Solicitation (whether applicable to clients, customers or employees) and Non-Compete Agreements, and the Company ADR Program will each remain in effect in accordance with their respective terms.

During the Non-Solicit Period, Seller and its Affiliates, on the one hand, and Buyer and Partnership and their respective Affiliates, on the other hand, each will not, directly or indirectly, in any manner (whether on its own account, or as an owner, operator, manager, consultant, officer, director, employee, investor, agent or otherwise), except with prior written consent from the other Party, hire or engage, or recruit, solicit or otherwise attempt to employ or engage, or enter into any business relationship with, any Person currently or formerly (within six months prior to the Closing Date) employed by, or providing consulting or other services to, with respect to Seller, the Buyer, the Partnership or any of their Affiliates, or, with respect to Buyer and the Partnership, Seller or any of its Affiliates, or induce or attempt to induce any Person to leave such employment, consulting or other services arrangement; provided, that nothing in this Section 4.5(a) shall prohibit Seller or Buyer (as the case may be) and their respective Affiliates from soliciting or hiring any Person pursuant to general solicitations of employment (not brought to the attention of such Person, directly or indirectly, by such Party or its Affiliates or their agents) or from soliciting or hiring any Person whose employment the other Party or its Affiliates has terminated involuntarily prior to the date of such solicitation or hire, other than as a result of actions by the Party making the solicitation or hire.

Access to and Agreement Not To Disclose Confidential Information. During Participant’s Company employment, the Company agrees to provide the Participant with some or all of the Company’s Confidential Information to which the Participant has not had previous access or knowledge. By executing this Agreement, the Participant agrees that the Confidential Information constitutes valuable, special and unique assets of the Company, developed at the Company’s great expense, the unauthorized use or disclosure of which would cause irreparable harm to the Company. The Participant understands and acknowledges that the Company is engaged in a specialized and competitive industry; that the Company relies heavily on information, data, programs, and processes it has developed and acquired; and that competitors can reap potential or real economic benefits from the possession of the Confidential Information that is otherwise not available to its competitors. The Participant understands and acknowledges, therefore, that the protection of the Company’s Confidential Information constitutes the Company’s legitimate business interest. The Participant acknowledges that the Confidential Information is the Company’s exclusive property, and the Participant will hold the Confidential Information in trust and solely for the Company’s benefit. The Participant further acknowledges that the Confidential Information includes “trade secrets” under Texas law and, in addition to the other protections provided in this Agreement, all trade secrets will be accorded the protection and benefits under Texas law and any other applicable law. The Participant waives any requirement that the Company submit proof of any trade secret’s economic value or post a bond or other security should the need arise.

Confidentiality: Executive agrees that he will not disclose or make available to any other person or entity, or use for his own personal gain, monetary or otherwise, any Confidential Information, except for such disclosures as required in the performance of his duties hereunder. For purposes of this Agreement, “Confidential Information” shall mean any and all information, data and knowledge that have been created, discovered, developed or otherwise become known to [[Corporate Group:Organization]] or any of its [[Corporate Group:Organization]] or ventures or in which property rights have been assigned or otherwise conveyed to [[Corporate Group:Organization]] or any of its [[Corporate Group:Organization]] or ventures, which information, data or knowledge has commercial value in the business in which [[Corporate Group:Organization]] is engaged, except such information, data or knowledge as is or becomes known to the public without violation of the terms of this Agreement. By way of illustration, but not limitation Confidential Information includes trade secrets, processes, formulas, know-how, improvements, discoveries, developments, designs, inventions, techniques, marketing plans, manual, records of research, reports, memoranda, computer software, strategies, forecasts, new products, unpublished financial statements or parts thereof, budgets or other financial information, projections, licenses, prices, costs, and employee, customer and supplier lists or parts thereof.

Non-Solicit. For a period of twelve (12) months from and after Closing, except for the employee designated on [Schedule 4.9] attached hereto, Emmis shall not, and shall not permit its Affiliates to, without the prior written consent of Sinclair, for their own account or on behalf of any other Person # hire any Transferred Employee or # solicit for hire any Transferred Employee, provided, that this clause (ii) does not restrict general solicitations not specifically directed at Transferred Employees.

In consideration of the benefits described herein, I also agree that until my Retirement Date, and for a period of two (2) years immediately following my Retirement Date, I shall not, without written waiver obtained from the Group Vice President, Human Resources and Corporate Services, directly or indirectly, work for or associate with any business that competes in trade or commerce with Ford, its subsidiaries or its affiliates, whether individually or as an owner, partner, agent, employee, consultant, or otherwise. I further agree to refrain until my Retirement Date, and for two (2) years following my Retirement Date, from taking any action that will cause the termination or interference of existing business relationships between or among Ford, its subsidiaries or its affiliates, on the one hand, and any of their customers or suppliers with whom I had direct or indirect contact while working for Ford, on the other. I further agree that Ford and its subsidiaries and affiliates have invested substantial time and effort to identify, recruit, and train their personnel and that, until my Retirement Date and for a period of two (2) years following my Retirement Date ("Restricted Period"), I will not, either directly or indirectly, on my behalf or on behalf of any other person or entity, in any capacity, recruit, solicit for hire, or hire or assist others in recruiting, soliciting for hire or hiring any person who is or during the Restricted Period becomes an employee, agency employee, contract employee or consultant of Ford or any of its subsidiaries or affiliates.