Non-Solicitation of Employees. The Participant recognizes the substantial expenditure of time and effort which the Company Group devotes to the recruitment, hiring, orientation, training and retention of its employees. Accordingly, the Participant agrees that, for a period beginning on the date hereof and ending two (2) years after termination of Participant’s service with the Company Group, regardless of the reason for such termination, the Participant shall not, directly or indirectly, for himself or herself or on behalf of any other person or entity, solicit, offer employment to, hire or otherwise retain the services of any employee of the Company Group.

Non-Solicitation of Employees. The Participant recognizes the substantial expenditure of time and effort which the Company Group devotes to the recruitment, hiring, orientation, training and retention of its employees. Accordingly, the Participant agrees that, forFor a period beginning on the date hereof and endingof two (2) years afterfollowing the termination of Participant’s service with the Company Group,employment, regardless of the reason for suchor the manner of termination, the Participant shall not,not directly or indirectly, for himselfindirectly induce or herself or on behalfbe involved in the recruitment of any other person or entity, solicit, offer employment to, hire or otherwise retain the services of anywho was an employee of the Company Group.Corporation or any Affiliate at the termination date and with whom the Participant had material dealings during the last two (2) years preceding the termination date to leave the employment of the Corporation or any Affiliate. Furthermore, the Participant shall not for a period of two (2) years following the termination date directly or indirectly induce or be involved in the recruitment of any person who was an employee of the Corporation or any Affiliate at the termination date and with whom the Participant had material dealings during the last two (2) preceding the termination date to become employed by, associated with and/or form part of any business or concern, in any capacity whatsoever, of any Competitor. The Participant must inform the Corporation immediately on becoming aware of any such recruitment.

Non-Solicitation of Employees. The Participant recognizes the substantial expenditure of time and effort which the Company Group devotes to the recruitment, hiring, orientation, training and retention of its employees. Accordingly, the Participant agrees that, forFor a period beginning on the date hereof and endingof two (2) years afterfollowing the termination of Participant’s service with the Company Group,employment, regardless of the reason for suchor the manner of termination, the Participant shall not,not directly or indirectly, for himselfindirectly induce or herself or on behalfbe involved in the recruitment of any other person or entity, solicit, offer employment to, hire or otherwise retain the services of anywho was an employee of the Company Group.Corporation or any Affiliate at the termination date and with whom the Participant had material dealings during the last two (2) years preceding the termination date to leave the employment of the Corporation or any Affiliate. Furthermore, the Participant shall not for a period of two (2) years following the termination date directly or indirectly induce or be involved in the recruitment of any person who was an employee of the Corporation or any Affiliate at the termination date and with whom the Participant had material dealings during the last two (2) preceding the termination date to become employed by, associated with and/or form part of any business or concern, in any capacity whatsoever, of any Competitor. The Participant must inform the Corporation immediately on becoming aware of any such recruitment.

Non-Solicitation of Employees. The Participant recognizes the substantial expenditure of time and effort which the Company Group devotes to the recruitment, hiring, orientation, training and retention of its employees. Accordingly, the Participant agrees that, forFor a period beginning on the date hereof and endingof two (2) years afterfollowing the termination of Participant’s service with the Company Group,employment, regardless of the reason for suchor the manner of termination, the Participant shall not,not directly or indirectly, for himselfindirectly induce or herself or on behalfbe involved in the recruitment of any other person or entity, solicit, offer employment to, hire or otherwise retain the services of anywho was an employee of the Company Group.Corporation or any Affiliate at the termination date and with whom the Participant had material dealings during the last two (2) years preceding the termination date to leave the employment of the Corporation or any Affiliate. Furthermore, the Participant shall not for a period of two (2) years following the termination date directly or indirectly induce or be involved in the recruitment of any person who was an employee of the Corporation or any Affiliate at the termination date and with whom the Participant had material dealings during the last two (2) preceding the termination date to become employed by, associated with and/or form part of any business or concern, in any capacity whatsoever, of any Competitor. The Participant must inform the Corporation immediately on becoming aware of any such recruitment.

Non-Solicitation of Employees. The Participant recognizesSolicitation. As a condition to participation in the substantial expenditure of time and effort which the Company Group devotes to the recruitment, hiring, orientation, training and retention of its employees. Accordingly, thePlan, each Participant agrees that, for a period beginning onin the date hereof and ending two (2) years after termination of Participant’s service with the Company Group, regardless of the reason for such termination,event the Participant shallvoluntarily terminates his employment other than for Good Reason, for the period of one year following the Date of Termination, he will not, directly or indirectly, solicit or hire, or encourage the solicitation or hiring by any employer other than the Company or its Affiliates, for himselfany position as an employee, independent contractor, consultant or herselfotherwise, any person who was a managerial or on behalfhigher level employee of an Employer at any time during the term of the Participant’s employment by the Employer; provided, however, that this provision shall not apply with respect to the solicitation of any other person or entity, solicit, offerafter six months from the date on which such person’s employment to, hire or otherwise retain the services of any employee of the Company Group.by an Employer has terminated.

Non-Solicitation of Employees. The Participant recognizes the substantial expenditure of time and effort which the Company Group devotes to the recruitment, hiring, orientation, training and retention of its employees. Accordingly, the Participant agrees that, forFor a period beginning on the date hereof and endingof two (2) years afterfollowing the termination of Participant’s service with the Company Group,employment, regardless of the reason for suchor the manner of termination, the Participant shall not, directly or indirectly, for himself or herself or on behalf ofwith respect to any other person or entity, solicit, offer employment to, hire or otherwise retain the services of anywho was an employee of the Company Group.Corporation or any Affiliate at the Participant’s termination date, and with whom the Participant had material dealings during the last two (2) years preceding the Participant’s termination date, # directly or indirectly induce such person to leave the employment of the Corporation or of any Affiliate, or # be otherwise involved in the recruitment of such person, to leave the employment of the Corporation or of any Affiliate. Furthermore, the Participant shall not for a period of two (2) years following the termination date regardless of the reason for or the manner of termination, with respect to any person who was an employee of the Corporation or any Affiliate at the Participant’s termination date and with whom the Participant had material dealings during the last two (2) preceding the Participant’s termination date, # directly or indirectly induce such person to leave the employment of the Corporation or of any Affiliate to become employed by, associated with and/or form part of any business or concern, in any capacity whatsoever, of any Competitor or # be otherwise involved in the recruitment of such person to become employed by, associated with and/or form part of any business or concern, in any capacity whatsoever, of any Competitor. The Participant must inform the Corporation immediately on becoming aware of any such recruitment.

Non-Solicitation of Employees. The Participant recognizes the substantial expenditure of time and effort which the Company Group devotes to the recruitment, hiring, orientation, training and retention of its employees. Accordingly, the Participant agrees that, forFor a period beginning on the date hereof and endingof two (2) years afterfollowing the termination of Participant’s service with the Company Group,employment, regardless of the reason for suchor the manner of termination, the Participant shall not, directly or indirectly, for himself or herself or on behalf ofwith respect to any other person or entity, solicit, offer employment to, hire or otherwise retain the services of anywho was an employee of the Company Group.Corporation or any Affiliate at the Participant’s termination date and with whom the Participant had material dealings during the last two (2) years preceding the Participant’s termination date, # directly or indirectly induce such person to leave the employment of the Corporation or of any Affiliate, or # be otherwise involved in the recruitment of such person, to leave the employment of the Corporation or of any Affiliate. Furthermore, the Participant shall not for a period of two (2) years following the termination date regardless of the reason for or the manner of termination, with respect to any person who was an employee of the Corporation or any Affiliate at the Participant’s termination date and with whom the Participant had material dealings during the last two (2) preceding the Participant’s termination date, # directly or indirectly induce such person to leave the employment of the Corporation or of any Affiliate to become employed by, associated with and/or form part of any business or concern, in any capacity whatsoever, of any Competitor or # be otherwise involved in the recruitment of such person to become employed by, associated with and/or form part of any business or concern, in any capacity whatsoever, of any Competitor. The Participant must inform the Corporation immediately on becoming aware of any such recruitment.

Non-Solicitation of Employees. The Participant recognizes the substantial expenditure of time and effort which the Company Group devotes to the recruitment, hiring, orientation, training and retention of its employees. Accordingly, the Participant agrees that, forFor a period beginning on the date hereof and endingof two (2) years afterfollowing the termination of Participant’s service with the Company Group,employment, regardless of the reason for suchor the manner of termination, the Participant shall not, directly or indirectly, for himself or herself or on behalf ofwith respect to any other person or entity, solicit, offer employment to, hire or otherwise retain the services of anywho was an employee of the Company Group.Corporation or any Affiliate at the Participant’s termination date and with whom the Participant had material dealings during the last two (2) years preceding the Participant’s termination date, # directly or indirectly induce such person to leave the employment of the Corporation or of any Affiliate, or # be otherwise involved in the recruitment of such person, to leave the employment of the Corporation or of any Affiliate. Furthermore, the Participant shall not for a period of two (2) years following the termination date regardless of the reason for or the manner of termination, with respect to any person who was an employee of the Corporation or any Affiliate at the Participant’s termination date and with whom the Participant had material dealings during the last two (2) years preceding the Participant’s termination date, # directly or indirectly induce such person to leave the employment of the Corporation or of any Affiliate to become employed by, associated with and/or form part of any business or concern, in any capacity whatsoever, of any Competitor or # be otherwise involved in the recruitment of such person to become employed by, associated with and/or form part of any business or concern, in any capacity whatsoever, of any Competitor. The Participant must inform the Corporation immediately on becoming aware of any such recruitment.

Non-Solicitation of Employees. The Participant recognizes the substantial expenditure of time and effort which the Company Group devotesSubject to the recruitment, hiring, orientation, training and retention of its employees. Accordingly, the Participant agrees that,Section 19(h), for a period beginning on the date hereof and endingof two (2) years afterfollowing the termination of Participant’s service with the Company Group,employment, regardless of the reason for suchor the manner of termination, the Participant shall not, directly or indirectly, for himself or herself or on behalf ofwith respect to any other person or entity, solicit, offer employment to, hire or otherwise retain the services of anywho was an employee of the Company Group.Corporation or any Affiliate at the Participant’s termination date, and with whom the Participant had material dealings during the last two (2) years preceding the Participant’s termination date, # directly or indirectly induce such person to leave the employment of the Corporation or of any Affiliate, or # be otherwise involved in the recruitment of such person, to leave the employment of the Corporation or of any Affiliate. Furthermore, the Participant shall not for a period of two (2) years following the termination date, regardless of the reason for or the manner of termination, with respect to any person who was an employee of the Corporation or any Affiliate at the Participant’s termination date and with whom the Participant had material dealings during the last two (2) years preceding the Participant’s termination date, # directly or indirectly induce such person to leave the employment of the Corporation or of any Affiliate to become employed by, associated with and/or form part of any business or concern, in any capacity whatsoever, of any Competitor or # be otherwise involved in the recruitment of such person to become employed by, associated with and/or form part of any business or concern, in any capacity whatsoever, of any Competitor. The Participant must inform the Corporation immediately on becoming aware of any such recruitment.

Non-Solicitation of Employees. TheSolicitation. Participant recognizes the substantial expenditure of time and effort which the Company Group devotes to the recruitment, hiring, orientation, training and retention of its employees. Accordingly, the Participant agrees that, for a period beginning on the date hereof and ending two (2) years after termination of Participant’s servicewill not, during his or her employment with the Company Group, regardlessand its Affiliates and for the three (3) year period immediately after Participant’s termination of employment with the reason for such termination, the Participant shall not,Company and its Affiliates, directly or indirectly, for himself or herself or on behalf ofindirectly through any other personperson, corporation, partnership, company, joint venture, or entity, solicit, offer employment to, hireother business entity or otherwise retain the services of any employee of the Company Group.trust: