Remedies for Breach of Non-Disparagement Covenants. Any violation of the Non-disparagement Covenants set forth in paragraph 11 above shall be a material breach of the Agreement. The parties acknowledge that in the event of such a violation, it will be impracticable or extremely difficult to calculate the resulting damages and, therefore, the parties agree that upon a breach by either party of the Non-disparagement Covenant set forth in paragraph 11 above, the breaching party shall pay to the other party as liquidated damages, and not as a penalty, the sum of $10,000 for each such breach and each repetition thereof.

Release - Release means a release and waiver of claims which may include, among other things and where legally permissible, confidentiality, cooperation, non-competition, non-solicitation and/or non-disparagement requirements.

This letter will also serve as a reminder of your obligations under your employment agreement with respect to confidential information, noncompetition and non-disparagement, which survive termination of your employment.

Additionally, for employees who reside in the State of Colorado at the time they execute the Agreement, including [Exhibit B], the Non-Disparagement Restriction in paragraph 6 does not apply.

the Executive’s commission of a felony or gross neglect of duty, # the Executive’s conviction of or plea of nolo contendere to a crime involving moral turpitude, # willful failure by the Executive of his/her duties to the Company which failure results in injury to the Company, or # the Executive’s material breach of any confidentiality, non-solicitation, non-competition, no-hire, non-disparagement, invention assignment, cooperation or other similar obligations to, or other restrictive covenants in favor of, the Company.

SECTION # Non-Disparagement. The Parties agree that they will not make any disparaging or derogatory remarks or statements about each other. The obligations of Consultant pursuant to this Section shall survive termination of the engagement and indefinitely thereafter.

Post-Employment Covenants. Post-Employment Covenants means those covenants between the Company and the Officer regarding such matters as confidentiality, non-disclosure, non-competition, non-disparagement and non-solicitation that remain in effect or become effective following the Employment Severance Date.

CONSIDERATION. If Employee executes this Agreement, returns it to LP within the time frame stated herein, does not revoke it, and complies with Employee’s obligations hereunder, including but not limited to the non-disparagement provision, Employee will receive the following consideration:

General. The parties hereto recognize and agree that # Employee is a senior employee of Ceridian, # Employee has received, and will in the future receive substantial amounts of Confidential Information # Ceridian’s business is conducted on a worldwide basis and, # provision for non-competition, non-recruitment and non-disparagement obligations by Employee is critical to Ceridian’s continued economic well-being and protection of Ceridian’s Confidential Information. In light of these considerations, this ARTICLE 7 sets forth the terms and conditions of this Employees obligations of non-competition, non-recruitment and non-disparagement subsequent to the termination of this Agreement and/or Employee’s employment for any reason.

For purposes of this Agreement, the term “A.M. Castle’s Business” shall mean any business in which Employer or any of its subsidiaries is engaged, including, without limitation, the business of distributing specialty metals to customers within the producer durable equipment, aerospace, heavy industrial equipment, industrial goods, construction equipment, oil and gas, and retail sectors in the Restricted Area (as defined below). In this business, Employer generates a tremendous volume of Confidential Information and Trade Secrets, which it hereby agrees to share with Employee, and which Employee will have access to and knowledge of through or as a result of Employee’s employment with Employer. “Confidential Information and Trade Secrets” includes any information, data or compilation of information or data developed, acquired