Prohibited Conduct. In consideration of the grant by the Company of the PBRSUs and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you and the Company, intending to be legally bound, agree to the provisions regarding “Prohibited Conduct” set forth on [Annex A] to this Agreement. [Annex A] to this Agreement is part of this Agreement.

Prohibited Conduct. During the period of your employment with the Company or any Related Company, and for a period ending twelve (12) months following a termination of your employment for any reason with the Company or any Related Company, you shall not, without the prior written consent of the Executive Vice President and Chief Human Resources Officer of Verizon (or her or his designee):

Prohibited Actions. The Employee shall not, during the Restriction Period, directly or indirectly, solicit, entice, persuade, induce or cause:

Prohibited Uses. ​ further covenants and agrees that ​ shall not use, or suffer or permit any person or persons to use, the Premises or any part thereof for any use or purpose contrary to the provisions of the Rules and Regulations set forth in Exhibit D, attached hereto, or in violation of the laws of the United States of America, the State of California, the ordinances, regulations or requirements of the local municipal or county governing body or other lawful authorities having jurisdiction over the Project including, without limitation, any such laws, ordinances, regulations or requirements relating to hazardous materials or substances, as those terms are defined by applicable laws now or hereafter in effect, or any Underlying Documents. ​ shall not do or permit anything to be done in or about the Premises which will in any way damage the reputation of the Project or obstruct or interfere with the rights of other tenants or occupants of the Building, or injure or annoy them or use or allow the Premises to be used for any unlawful purpose, nor shall ​ cause, maintain or permit any nuisance in, on or about the Premises. ​ shall comply with, and ​’s rights and obligations under the Lease and ​’s use of the Premises shall be subject and subordinate to, all recorded easements, covenants, conditions, and restrictions now or hereafter affecting the Project.

Prohibited Acts. The Tenant and the Tenant’s household members, invitees, and guests may not:

Prohibited Acts. ​ shall not:

Prohibited Indebtedness. Upon the incurrence or issuance by the Borrower or any of its Restricted Subsidiaries of any Indebtedness (other than Indebtedness permitted to be incurred or issued pursuant to [Section 7.03] and other than Indebtedness incurred or issued in respect of Refinancing Facilities pursuant to [Section 2.17]), the Borrower shall prepay an aggregate principal amount of Term Loans equal to the lessor of # 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Restricted Subsidiary and # the aggregate outstanding amount of all Term Loans (such prepayments to be applied as set forth in clause (iii) below).

Prohibited Activities. Without the Company’s prior written consent, for a period of one (1) year from the Effective Date, Abrams shall not # solicit, directly or indirectly, or cause to be solicited the employment of or employ any person who is now employed by Company (or whose activities are dedicated to the Company); or # offer or sell product in direct competition with any product currently offered by the Company up until the Effective Date, directly or indirectly, or solicit any current customer of the Company, the result of which is that the Company’s business with such customer is harmed. The Parties agree that a product shall be deemed to be currently offered provided such products generate a minimum of $10,000 in revenues during the twelve months prior to the Effective Date.

Prohibited Activity. For a period that begins on the Effective Date and ends on the later of # the date the last payment required by Paragraph 2 is due or # the first anniversary of the Effective Date, Employee shall not engage in a Prohibited Activity. A “Prohibited Activity” includes: # any activity that would give rise to termination for Cause (as defined in the plan document for the Interpublic Executive Severance Plan); # a material violation of any rule, policy or procedure of Interpublic (or any Affiliate where the Participant is employed), including but not limited to the Code of Conduct of Interpublic (and any such Affiliate); or # any other conduct or act that the Administrative Committee (as defined in the plan document for the Interpublic Executive Severance Plan) or the Compensation and Leadership Talent Committee of Interpublic’s Board of Directors determines is injurious, detrimental or prejudicial to any interest of Interpublic. If the Participant breaches any provision of this paragraph, Employee shall forfeit any unpaid amounts required by Paragraph 2.

Prohibited Actions. The consequences described in Section 4.1 shall apply if during Recipient’s employment with the Company, or at any time during the period of one year following termination of such employment, Recipient, directly or indirectly, owns, manages, controls, or participates in the ownership, management or control of, or is employed by, consults for, or is connected in any manner with: