Non-Covered Employees. The performance objectives for Participants who are not Covered Employees may be based on [Section 162(m)] Criteria or on criteria different from or supplemental to the [Section 162(m)] Criteria.

The provisions of this [Section 8] shall be applicable to any Restricted Stock Award, Restricted Stock Unit Award, Performance Award, or Other Stock-Based Award if it is granted to an Eligible Person who is, or is likely to be, as of the end of the tax year in which the Company would claim a tax deduction in connection with such Award, a Covered Employee and is intended to qualify as “performance-based compensation” that is exempt from the deduction limitations imposed under Section 162(m) of the Code.

Covered Employees. In no event shall any individual who is a “covered employee” (as defined in [Section 162(m)]) be eligible to receive an award under the Plan that is intended to meet the qualification requirements of [Section 162(m)].

Covered Employees. Notwithstanding any other provision of the Plan, if the Committee determines at the time an Award is granted to a Participant who is, or is likely to be, as of the end of the tax year in which the Company would claim a tax deduction in connection with such Award, a Covered Employee, then the Committee may provide that this [Article 7] is applicable to such Award.

The Disabled Direct Non-Covered Employees and the Disabled Direct Covered Employees who are transferred to an Affiliate of AEP that is not an Acquired Company shall be referred to as “Retained Disabled Employees” and shall not constitute Continuing Non-Covered Employees or Continuing Covered Employees for purposes of the SPA.

“Continuing Employees” shall mean Continuing Non-Covered Employee and Continuing Covered Employees.

Notwithstanding the requirements of [Section 5.2] of the SPA to the contrary, prior to Closing, Sellers shall identify to Purchaser in writing on a list (the “Disabled Direct Employee List”) and shall cause each Acquired Company to transfer, effective prior to the Closing, each Non-Covered Employee who has not been actively at work for at least 1,040 hours of regularly scheduled work due to disability as defined in the AEP LTD Plan (each a “Disabled Direct Non-Covered Employee”) to an Affiliate of AEP that is not an Acquired Company.

5.2Non-Covered Employees. All Non-Covered Employees who are employees of an Acquired Company, if still employed by an Acquired Company immediately prior to the Closing Date, shall continue to be employees of such Acquired Company on the Closing Date (such persons, the “Continuing Non-Covered Employees”). Purchaser acknowledges that those employees set forth on [Section 5.2] of the Sellers Disclosure Letter will not be employees of the Acquired Company on the Closing Date.

Non-Solicitation of Employees. So long as Employee is receiving compensation payments from the Company and one year following such time, Employee shall not directly or indirectly solicit for employment or for independent contractor work any employee of the Company or its affiliates, and shall not encourage any such employee to leave the employment of the Company or its affiliates.

You agree that during employment with the Company, and for a period of one (1) year following your departure from the Company, you will not (directly or indirectly, in association with others or otherwise), participate in hiring or attempting to hire away a Company employee or contractor, or induce or encourage any employees or contractors of the Company to terminate their relationship with the Company, without prior written consent of the Sr. HR Officer.