Executive agrees that during the period commencing on the date hereof and ending on December 31, 2023 (or, if earlier, either # the date that is 30 days after the Company receives written notice from Executive that the Company has materially breached this Agreement if such breach is not cured by the Company within such 30-day period or # the date that is two years after the last day of Executive’s service with the Company), neither Executive nor anyone acting on Executive’s behalf, will, directly or indirectly, # attempt to facilitate # the acquisition of securities, assets or indebtedness of Southern or any of its affiliates, # any tender offer or business combination involving Southern, its affiliates or any of their respective assets, # any recapitalization, restructuring or other extraordinary transaction with respect to Southern or its subsidiaries, or # any solicitation of proxies or consents to vote any securities of Southern or its subsidiaries; # form or participate in any group with respect to Southern’s securities or act in concert with any person in respect of Southern’s securities; # otherwise act, alone or in concert with others, to seek control over the management, Board of Directors or policies of Southern or seek a position on the Board of Directors of Southern; or # enter into any discussions or arrangements with any third party regarding any of the above. Notwithstanding the foregoing, the Company hereby agrees that this provision will not apply to the following: # Executive’s acquisition of any security, asset, or indebtedness of Southern pursuant to the terms of his employment, Southern’s benefit plans or this Agreement; # the purchase, sale or transfer in the ordinary course by Executive or anyone acting on his behalf after the Separation Date (and not pursuant to this Agreement or Southern’s benefit plans) of voting securities of Southern so long as, immediately after any such purchase, sale or transfer, Executive and everyone acting on his behalf do not collectively beneficially own more than one percent of any outstanding class of voting securities or securities convertible into voting securities of Southern; # the exercise by Executive or anyone acting on his behalf of any voting rights available to Executive or anyone acting on his behalf that are also available to Southern stockholders generally pursuant to any transaction described above, provided that Executive or anyone acting on his behalf has not then either directly, indirectly, or as a member of a group, made, effected, initiated, solicited proxies on behalf of, or caused such transaction to occur or otherwise violated these provisions; and # participating in any class action lawsuit involving securities of Southern or any affiliate.

During the period commencing on the date hereof and ending on December 31, 2023 (or, if earlier, either # the date that is 30 days after the Company receives written notice from Executive that the Company has materially breached this Agreement if such breach is not cured by the Company within such 30-day period or # the date that is two years after the last day of Executive’s service with the Company), Executive will not, directly or indirectly, for himself or on behalf of any person or entity, solicit or attempt to solicit any of Southern’s or its subsidiaries’ employees to leave their employment with Southern or any such subsidiary. The provisions of this Section 10 shall only apply to those persons employed by Southern or its subsidiaries at the time of the solicitation or attempted solicitation, shall not restrict the hiring of any person which occurred without any recruitment or solicitation by Executive (including by reason of placing a general advertisement to hire which is not targeted at the employees of Southern or any subsidiary), and shall not prevent Executive from responding to contacts initiated by such employees or providing references if requested by any such employee.