12.Non-Solicitation. The Executive agrees that, up until the Separation Date and continuing
for one year following that date she will not, without prior written approval from the
Chief People Officer of the Company: (a) whether on her own behalf or in conjunction
with any other person or third party, directly or indirectly solicit or encourage any person
who is a Lead Professional Band or higher employee of the Company or its affiliates
(hereinafter “Restricted Person”) to terminate his or her employment relationship with,
or accept any other employment outside of, the Company and its affiliates; (b) directly
hire, or recommend or cause to be hired by an entity for which the Executive works, or
with which the Executive is otherwise associated or owns more than a 1% ownership
interest, any person who is, or was within one year before or after the Separation Date, a
Restricted Person; or (c) provide any non-public information regarding any Restricted
Person, including, but not limited to, compensation data obtained pursuant to the
Executive’s job duties and responsibilities, performance evaluations, skill sets or
qualifications, etc., to any external person in connection with employment outside the
Company and its affiliates, including, but not limited to, recruiters and prospective
employers. The above restrictions do not apply once a Restricted Person has been
formally notified of his or her impending layoff from the Company or any of its
Affiliates. If any restriction set forth in this Section 12 is found by any court of
competent jurisdiction to be unenforceable because it extends for too long a period of
time or over too great a range of activities or in too broad a geographic area, it shall be
interpreted to extend only over the maximum period of time, range or activities or
geographic area as to which it may be enforceable. If the Executive violates the non-
solicitation restrictions set forth in this paragraph and the Company promptly takes
formal action to prevent such violation once it becomes aware of such violation, the
Executive shall continue to be bound by such restrictions until a period of one (1) year in
total (including periods before and following the cessation of such violation) has expired
without any violation of such provisions.
13.Breach by Executive. The Company’s obligations to the Executive after the Effective
Date of this Agreement and the Supplemental Release are contingent on the Executive
fulfilling her obligations under this Agreement and the Supplemental Release. With
reference to the Sections above regarding Release of Claims, Executive Availability,
Non-Disparagement, Return of Company Property, Confidential Information, and Non-
Solicitation, as well as the Non-Competition provision set forth in the Supplemental
Release, the Executive acknowledges and agrees that a breach of any of these Sections by
the Executive inevitably could cause substantial and irreparable damage to the Company
and/or other Releasees for which money damages may not be an adequate remedy.
Accordingly, the Executive acknowledges and agrees that in such case the Company will
be entitled to seek an injunction and/or other equitable relief, without the necessity of
posting security, to prevent the breach of such obligations. With reference to the Sections
above regarding Executive Availability, Non-Disparagement, Return of Company
Property, Confidential Information, and Non-Solicitation, as well as the Non-Competition
provision set forth in the Supplemental Release, if the Company proves a breach of any
of these Sections in court or arbitration, the Executive shall indemnify and hold the
Company harmless from any loss, claim or damages, including without limitation all
reasonable attorneys’ fees, costs and expenses incurred in enforcing its rights under the
following Sections of this Agreement as well as repay all compensation and benefits paid
as consideration under the terms of this Agreement, except to the extent that such
reimbursement is prohibited by law and excluding vested benefits to which the Executive
is otherwise entitled without regard to this Agreement. The remedy under this paragraph
is not exclusive and shall not limit any right of the Company under applicable law
including (but not limited to) a remedy under Section 10D of the Securities Exchange Act
of 1934, as amended, any applicable rules or regulations promulgated by the Securities
and Exchange Commission or any national securities exchange or national securities