Non-Solicitation of Employees. During the Restricted Period (as defined above), you agree not to, either on your own account or on behalf of any other person, firm, company, organization or entity, directly or indirectly participate in poaching, recruiting or soliciting any ​ employee in the Restricted Area (as defined above) to leave ​, provided that, in the 12 months preceding your Termination Date, you had substantial contact or business dealings with such employee, direct or indirect management authority over such employee, and/or access to confidential information about such employee.

Non-Solicitationsolicitation of Employees. During the Restricted Period (as defined above), youcertain employees. You agree not to, during the Restricted Period, either ondirectly or indirectly, solicit, recruit, or hire for your own accountbenefit or on behalf offor any other person, firm, company, organizationperson or entity, directlyentity any employee of the Company or indirectly participate in poaching, recruiting or soliciting any ​ employee in the Restricted Area (as defined above) to leave ​, provided that, in the 12 months preceding your Termination Date,Affiliate with whom you had substantialbusiness contact with or business dealingsknowledge of as a result of your employment with suchthe Company or any Affiliate to be an employee, directdirector, officer, agent, consultant, partner or indirect management authority over such employee, and/independent contractor without the prior written consent of the Company. The term “Restricted Period” means the period from the effective date of this Agreement until the second anniversary of the date on which your employment with the Company or access to confidential information about such employee.any Affiliate has terminated for any reason.

Employee Non-Solicitation of Employees.Solicitation. During the Restricted Period (as defined above), you agree not to, either on your own account or on behalf of any other person, firm, company, organization or entity,Period, Employee shall not, directly or indirectly participate in poaching, recruitingindirectly, except for the benefit of the Company, solicit or solicitinginduce, or attempt to solicit or induce, any ​ employee inemployee, contractor or consultant of the Restricted Area (as defined above)Company to leave ​, provided that, interminate, reduce or otherwise alter to the 12 months preceding your Termination Date, you had substantial contact ordetriment of the Company such person’s business dealingsrelationship with such employee, direct or indirect management authority over such employee, and/or access to confidential information about such employee.the Company.

Non-Solicitation of Customers and Employees. During the Restricted Period (as defined above), you agree not to, either on yourPeriod, the Employee agrees that he or she will not, directly or indirectly, for his own account or on behalf of any other person, firm, company, organizationperson or entity, directly# solicit, call upon or indirectly participate in poaching, recruitingaccept business from, any customer of the Company with whom Employee (or any person supervised or soliciting any ​ employeedirected by Employee) has had direct personal contact, or about whom Employee has learned Confidential Information or other business information in the course of Employee’s employment with the Company (a “Restricted Customer”); or # interfere with the business relationship between the Restricted Area (as defined above)Customer and the Company; or # solicit, induce, persuade or hire, or attempt to solicit, induce, persuade or hire, or assist any third party in the solicitation, inducement, persuasion or hiring of, any employee of the Company who worked for the Company during Employee’s tenure with the Company, to leave ​, provided that, in the 12 months preceding your Termination Date, you had substantial contact or business dealings with such employee, direct or indirect management authority over such employee, and/or access to confidential information about such employee.employ of the Company.

Non-No Solicitation of Employees. DuringYou agree that during the Employment Term and for the period provided below after the termination of your employment for any reason, you will not employ any Restricted PeriodEmployee (as defined above)below), you agree not to, either on your own account or on behalfin any way induce or attempt to induce any Restricted Employee to leave the employment of any other person, firm, company, organization or entity, directly or indirectly participate in poaching, recruiting or soliciting any [[Company:Organization A:Organization]] employeeor any of its affiliates. You agree that you will not take the actions described in the preceding sentence # with respect to any Restricted Area (as defined above)Employee at the level of Vice President or above for one (1) year after the termination of your employment for any reason, and # with respect to leaveany Restricted Employee at the level of director for six (6) months after the termination of your employment for any reason. “Restricted Employee” refers to any person employed by [[Company:Organization A:Organization]], provided that, in the 12 months preceding your Termination Date, you had substantial contact or business dealings withany of its subsidiaries or their respective predecessors or previously employed by [[Organization A:Organization]] or any of its subsidiaries or their respective predecessors (unless at such employee, direct or indirect management authority overtime such employee,person has not been employed by [[Organization A:Organization]] and/or access to confidential information about such employee.any of its subsidiaries or their respective predecessors for at least six (6) months).