“Non-Compete Period” means the period beginning on the Effective Date and ending six months after the Termination Date: provided, however, that if the Executive’s termination does not occur during a Protected Period, the Non-Compete Period ends on the Termination Date.

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.

Award Contingent Upon Execution of this Agreement and of Non-Compete. This Award is contingent upon the Participant’s execution of this Agreement and the associated non-compete agreement, which is a condition precedent to this Award. This Award shall be void, and the Participant shall not be entitled to any rights hereunder, unless the Participant executes this Agreement and the non-compete agreement on or before , and thereafter fully complies with its terms.

Notwithstanding the forgoing provisions, Campbell Companies, in its sole and absolute discretion, may discontinue the Non-Compete Payments at any time during the Non-Compete Period by releasing Employee of his/her obligations to Campbell Companies under this paragraph 4. The discontinuance by Campbell Companies of Non-Compete Payments shall have no impact on Employee’s other contractual obligations set forth in this RCA including, but not limited to, the post-employment obligations set forth in paragraphs 1-3.

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

If you have another non-compete agreement in place with the Company or an Affiliate, the Restricted Time shall run concurrently with any restrictions under your other non-compete agreement(s).

Executive shall be entitled to receive General Non-Compete Benefits from ​ as provided in Section 4(b) if # on the Date of Termination, Executive is an executive officer of ​ (as determined in the Committee’s sole discretion), # Executive’s employment with ​ is terminated for any reason (other than due to the Executive’s death), including due to the Executive’s disability, voluntary retirement, involuntary termination or resignation, and # on or before the Date of Termination, Executive executes a separation and release agreement in form and content reasonably satisfactory to the Committee releasing any and all claims Executive has or may have against ​ as of the Date of Termination.

Executive shall be entitled to receive Change in Control Non-Compete Benefits from the Company as provided in this Section 5, in lieu of General Non-Compete Benefits under Section 4, if # a Change in Control has occurred and Executive’s employment with the ​ is involuntarily terminated by ​ or is voluntarily terminated by Executive for Good Reason, provided that, # such termination occurs after such Change in Control and on or before the second anniversary thereof, or # the termination occurs before such Change in Control but Executive can reasonably demonstrate that such termination or the event or action causing Good Reason to occur, as applicable, occurred at the request of a third party who had taken steps reasonably calculated to effect a Change in Control, and # on or before the Date of Termination, Executive executes a separation and release agreement in form and content reasonably satisfactory to the Committee releasing any and all claims Executive has or may have against ​ as of the Date of Termination. Change in Control Non-Compete Benefits shall not be payable if Executive terminates employment with the Company due to Executive’s death, disability, voluntary retirement or resignation without Good Reason, provided that Executive may be entitled to the General Non-Compete Benefits pursuant to Section 4.

Agreement - Jellison - EVP - 2021

. General Non-Compete Benefits Following Termination.