Non-Solicitation. You agree that during any period in which Restricted Stock Units (and any related dividend equivalents) remain payable, # you will not directly or indirectly solicit or recruit for employment or encourage to leave employment with ​ or its Subsidiaries, on your own behalf or on behalf of any other person or entity other than ​ or its Subsidiaries, any person who is an employee of ​ or its Subsidiaries and # to the extent permissible under applicable law, you will not, directly or indirectly, on your own behalf or on behalf of any other person or entity other than ​ or its Subsidiaries, solicit any client or customer of ​ or its Subsidiaries which you actively solicited or with whom you worked or otherwise had material contact in the course of your employment with ​ and its Subsidiaries. Notwithstanding anything in this Agreement to the contrary, if # you are a permanent resident of California or # you are a tax resident of California who is assigned to perform services for ​ or any Subsidiary from an office located in California, the solicitation restriction described in # above will not apply to this Award.