Confidentiality & Non-Solicitation Obligations. To the extent Pennypacker has executed an agreement (or agreements) with the Company that restricts (or restrict) his use of confidential information or competitive activities after his employment ends, he expressly reaffirms those commitments, and [[subparagraphs 10.a, 10.b]b]]b]., 10.c. and 10.d. shall be viewed as supplements and additional obligations to such agreement(s) and Pennypacker acknowledges that he will comply with whichever such obligations are the most restrictive. Pennypacker acknowledges that the severance pay and benefits made available to him in this Agreement are partly provided in return for his agreement to this paragraph 10 and the subparagraphs immediately below.

As a condition of this offer, you will be required to sign a Change in Control Severance Agreement and Company Protection Agreement.

In consideration of the Executive’s employment and continued employment, the payment of Executive’s compensation by the Employer, the Companies entrusting Executive with Confidential Information (as defined below), and the compensation and benefits provided under this Agreement, including, without limitation, pursuant to the provisions of [Sections 3 and 4]4] hereof, the Executive agrees as follows:

Confidentiality, Non-Solicitation and Non-Competition. The salary and benefits outlined in this Offer Letter are contingent upon your execution of the Confidentiality, Non-Solicitation and Non-Competition Agreement attached hereto as [Exhibit A].

Non-Competition; Non-Solicitation; Confidentiality; Non-Disparagement. As a condition to your right to receive the payment provided in [Section 2], you agree to the covenants that follow (the “Protective Covenants”). For purposes of this [Section 5.1], the term “Company” refers to the Company Group and any and all predecessors, and any and all present, former, and future successors, assigns, parents, subsidiaries, affiliates, divisions, members, committees and/or other related companies of any of the foregoing entities, and partners, partnerships, assigns, directors, officers, managers, fiduciaries, employees, shareholders, advisors, attorneys, representatives, and agents, both in their representative and individual capacities, of any of the foregoing entities. Furthermore, for purposes of this [Section 5.1], the term “Competing Enterprise” means any business, organization, person, third party or other entity that is or has been engaged in competition with the Company with respect to any project (or with respect to any customer or bona fide prospective customer of any such project to the extent such competition relates to such project) in which the Company has at any time within the preceding five years performed any significant development efforts of which you have significant knowledge.

SECTION # Non-Competition, Non-Solicitation and Confidentiality. The obligations of Consultant pursuant to [Sections 6 and 7]7] shall survive termination of this Agreement.

Section # Confidentiality, Non-Solicitation and Non-Compete.

I acknowledge that this Agreement includes Non-Solicitation and Confidentiality obligations that are binding on me after my termination of employment with TCF.

Non-solicitation. Consultant agrees that during the Term of this Agreement, and for one year thereafter, Consultant will not, either directly or indirectly, solicit or attempt to solicit any employee or individual who provides services to Client as an independent contractor or consultant to terminate his or her relationship with Client in order to become an employee, consultant or independent contractor to or for another person or entity.

During the Non-Solicitation Restricted Period, Executive agrees to not, directly or indirectly, as an equity holder, member, partner, proprietor, director, manager, officer, employee, consultant, investor or in any other capacity, solicit or attempt to solicit, or take any actions that are calculated to persuade or that could reasonably be expected to persuade, any Person who is, or in the twelve (12)-month period immediately preceding the termination of the Term of Employment, has been a customer, client, owner or tenant of any property managed by the Company, vendor, supplier, distributor, licensor, licensee, sales representative, referral source, sales agent, consultant or other material business relation of the Company to cease doing business with, or to alter or limit its business relationship with, the Company.

Non-Solicitation. During the Directorship Term and for a period of three (3) years thereafter, the Director shall not interfere with the Company’s relationship with, or endeavor to entice away from the Company, any person who, on the date of the termination of the Directorship Term and/or at any time during the one year period prior to the termination of the Directorship Term, was an employee or customer of the Company or otherwise had a material business relationship with the Company.

Until the date twelve (12) months after the termination of Executive’s employment with the Company for any reason, Executive agrees to not, either directly or indirectly, solicit, induce, attempt to hire, recruit, encourage, take away, or hire any employee of the Company (or any Affiliate of the Company) or any individual that has been an employee of the Company (or any Affiliate of the Company) during the 6-month period prior to Executive’s termination of employment hereunder or cause any such employee or former employee to leave his or her employment either for Executive or for any other entity or person.

Non-Solicitation. I understand that my work as an employee of the Company creates a relationship of trust and confidence between myself and the Company. During my employment with the Company and its affiliates and for a period of one (1) year thereafter, I will not request or otherwise attempt to induce or influence, directly or indirectly, any present customer, licensor or supplier, or prospective customer, licensor or supplier, of the Company or other persons sharing a business relationship with the Company to cancel, to limit, divert, reduce or postpone their business with the Company, or otherwise take any action which might be to the disadvantage of the Company. During my employment with the Company and for a period of one (1) year thereafter, I will not hire or solicit for employment, directly or indirectly, or induce or actively attempt to influence, any agent, consultant or Employee of the Company or any Affiliate of the Company, as such capitalized terms are defined in the Securities Act of 1933, as amended, to terminate his or her employment or discontinue such person’s consultant, contractor or other business association with the Company.

Non-Solicitation. Grantee agrees that, while Grantee is employed by any System Company and for 24 months following termination of employment (or, if later, the last day Grantee is scheduled to receive cash severance payments from Grantee’s System Company Employer pursuant to any severance plan or other agreement), except in the good faith performance of Grantee’s duties to the System Companies, Grantee shall not, other than as authorized in writing by the Chief Executive Officer of the Company: # directly or indirectly, solicit or seek to hire or identify for potential hiring (whether on Grantee’s own behalf or on behalf of any other person, entity or organization) any person who is at that time (or was during the prior six (6) months) an employee or consultant of any System Company, or # within the Restricted Territory, directly or indirectly solicit the trade, business or patronage of any clients, customers or vendors or prospective clients, customers or vendors of any System Company to provide competing products or services or advise, or assist such clients, customers or vendors or prospective clients, customers or vendors to in any way modify their relationship with any System Company. This [Section 15(c)] shall not be violated by general advertising not targeted at the forgoing persons or entities. The non-solicitation for hire described in ​ shall not apply to solicitation of persons involuntarily terminated from System Company employment and shall only apply to persons or entities # who reported directly or indirectly to Grantee; # with whom Grantee had material contact while at a System Company; or # about whom or which Grantee possessed # information regarding quality of performance while they were employed by or performing services for a System Company, which information Grantee would not otherwise have except for the position Grantee held with a System Company, or # Confidential Information.

Non-Solicitation. Each Party agrees to refrain from soliciting any of the other Party’s employees during the term of this Agreement and for three (3) months after its expiration or termination. Employees and clients shall include all current employees of the Parties and all new employees hired by the Parties during the term of this Agreement.

During the Non-Solicitation Period, you shall not directly or indirectly engage or attempt to engage in any of the following acts:

Non-Solicitation. Participant will not, during his or her employment with the Company and its Affiliates and for the three (3) year period immediately after Participant’s termination of employment with the Company and its Affiliates, directly or indirectly through any other person, corporation, partnership, company, joint venture, or other business entity or trust:

Non-Solicitation. The ​ agrees that for the period beginning on the Grant Date and ending on the date that is one year following the ​’s termination of Service, the ​ will not recruit for employment directly or indirectly, any employee of the Company with whom the ​ worked, or about whom the ​ possesses any Company personnel information.