Restrictive Covenants Agreement. The terms of the Employee Confidentiality, Assignment, Nonsolicitation and Noncompetition Agreement, dated December 12, 2020 (the “Restrictive Covenants Agreement”), between the Company and the Executive, continue to be in full force and effect. For purposes of this Agreement, the obligations in this Section 8 and those that arise in the Restrictive Covenants Agreement and any other agreement relating to confidentiality, assignment of inventions, or other restrictive covenants shall collectively be referred to as the “Continuing Obligations.” For the avoidance of doubt, all restrictive covenants obligations are supplemental to one another, and in the event of any conflict between restrictive covenants obligations, the most restrictive provision that is enforceable shall govern. In the event the Executive is entitled to both payments pursuant to the Restrictive Covenants Agreement and severance payments pursuant to Section 5 or Section 6 of this Agreement, then the severance payments pursuant to Section 5 or Section 6 of this Agreement received in any calendar year will be reduced by the amount the Executive is paid in the same such calendar year pursuant to the Restrictive Covenants Agreement.

Restrictive Covenants Agreement. Employee acknowledges entering into a Non-Competition, Non-Solicitation, and Confidentiality Agreement dated effective December 1, 2012 ([[Organization A:Organization]] “Restrictive Covenants Agreement”) and hereby reaffirms Employee’s commitments and obligations under [[Organization A:Organization]] Restrictive Covenants Agreement. Employee further acknowledges that Employee has a copy of [[Organization A:Organization]] Restrictive Covenants Agreement, that Employee has read [[Organization A:Organization]] Restrictive Covenants Agreement again before signing this Agreement, and that [[Organization A:Organization]] consideration Employee received in exchange for signing [[Organization A:Organization]] Restrictive Covenants Agreement was adequate and reasonable. Nothing in this Agreement is intended to modify, amend, cancel or supersede [[Organization A:Organization]] Restrictive Covenants Agreement in any manner.

Prior Restrictive Covenants. Participant acknowledges and agrees that Participant is not a party to any agreement with any other company containing a confidentiality or noncompetition provision or other restriction that relates to the Business of the Corporation which Participant has not already disclosed to the Corporation or its Affiliates in writing. Participant understands that Participant is prohibited from disclosing or using during Participant’s employment with the Corporation any confidential information or trade secrets that Participant acquired from any previous employer.

Restrictive Subsidiary Covenants. ​ will not, nor will it permit any Subsidiary to, create or otherwise cause to become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to pay dividends or make any other distribution in respect of its ownership interests or pay any Indebtedness or other Obligation owed to ​ or any other Subsidiary, make loans or advances or other Investments in ​ or any other Subsidiary, or sell, transfer or otherwise convey any of its property to ​ or any other Subsidiary other than pursuant to # applicable law, # this Agreement or the other Loan Documents, # restrictions imposed by the holder of a Lien permitted by Section 7.3(F) and (iv) restrictions imposed in a joint venture agreement on the ability of any Subsidiary to pay dividends or make any other distribution in respect of its ownership interests, the removal of which requires the consent of one or more of the joint venture partners or the joint venture’s board of directors (but not the consent of any third parties).

Confidentiality and Restrictive Covenants. In consideration of the grant to Grantee of the Restricted Units set forth herein, Grantee hereby agrees as follows:

Enforcement of Restrictive Covenants. In the event of a breach or threatened breach by the Employee of any of the covenants contained in this Section 9:

Employee agrees that the promises made in this Section 4 are reasonable and necessary for the protection of the Company’s legitimate business interests including, but not limited to: # the Confidential Information; client, customer, and vendor goodwill associated with the specific marketing and trade area in which the Company conducts its business; # the Company’s substantial relationships with prospective and existing clients, customers, vendors, referral sources, and suppliers; and # a productive, competent and undisrupted workforce. Employee agrees that the restrictive covenants in this Section 4 will not prevent Employee from earning a livelihood in Employee’s chosen business, they do not impose an undue hardship on Employee, and that they will not injure the public. If any restriction is found by a court of competent jurisdiction to be unenforceable because it extends for too long a period of time, over too broad a range of activities, or in too large a geographic area, that restriction shall be interpreted to extend only over the maximum period of time, range of activities, or geographic area as to which it may be enforceable.

For avoidance of doubt, Employee acknowledges and agrees that any manufacturer that engages in direct sales of product or services to the livestock industry, or to equine or companion animal veterinarians or any other business conducted or engaged in by the Company or any of its subsidiaries or in a business, which as of the date of termination of employment, the board of directors (including any committee) or senior management of the Company has taken active steps to engage in or acquire, is deemed a Competitive Business as defined in [Exhibit A] and Company acknowledges and agrees that any manufacturer that does not engage in direct sales of product or services in competition with the Company is not deemed a Competitive Business as defined in [Exhibit A].

“Restrictive Covenants” shall mean the restrictive covenants set forth in any written agreement, contract or other instrument, which may, but need not, include the Participant’s Award Agreement, pursuant to which such restrictive covenants apply to an Award under the Plan.

way affect the right of the Company to the relief provided above in the courts of any other jurisdiction within the geographical scope of such Restrictive Covenants, as to breaches of such Restrictive Covenants in such other respective jurisdictions, such Restrictive Covenants as they relate to each jurisdiction being, for this purpose, severable into diverse and independent covenants.