Agreement Not To Solicit. Grantee hereby covenants and agrees that for a period commencing on the date hereof and ending twelve (12) months after the effective date of Grantee's termination of employment with the Company, Grantee, directly or indirectly, personally, or as an employee, officer, director, partner, member, owner, material shareholder, investor or principal of, or consultant or independent contractor with, another entity, shall not:

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 to Solicit Others. During the Restricted Period (defined below), Executive will not, directly or indirectly, solicit, request, advise or induce any then current customer, supplier or other business contact of the Company to cancel, curtail or otherwise adversely change its relationship with the Company, in any manner or capacity, including without limitation as a proprietor, principal, agent, partner, officer, director, stockholder, employee, member of any association, consultant or otherwise.

AGREEMENT NOT TO COMPETE AND AGREEMENT NOT TO SOLICIT. Grantee acknowledges that Grantee’s continued employment with the Company and the grant of the Restricted Stock Units evidenced hereby is sufficient consideration for this Agreement, including, without limitation, the restrictions imposed by this Section II.

Covenant Not to Solicit Customers. During the Restricted Period, within the Territory Employee shall not, directly or indirectly, individually or on behalf of any other person or entity (other than a member of the Bank Group), offer to provide banking services to any person, partnership, corporation, limited liability company, or other entity who is or was a customer of any member of the Bank Group during any part of the twelve (12) month period immediately prior to the Date of Termination.

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.

Agreement Not Assignable. This Agreement and the Restricted Stock Units awarded hereunder are not transferable or assignable by the Grantee; provided that no provision herein shall prevent the distribution of shares to the Grantee’s estate or designated beneficiary as provided in Section 2.

Customer Non-Solicit. During the Restriction Period, no Seller or Seller Affiliate shall, directly or indirectly, solicit or induce, or actively encourage (or attempt to do any of the foregoing), any customer, supplier, licensor or licensee of any Target Company or the Business as of Closing Date or any prospective customer, supplier, licensor, or licensee that has been targeted by any Target Company or the Business within the six (6) month period prior to the Closing Date to # terminate or otherwise materially and adversely modify its relationship with any Target Company or the Business or # engage in business with a competitor of any Target Company or the Business.

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.

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.