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APPENDIX A
NON-COMPETITION AND NON-SOLICITATION COVENANTS
APPLICABLE TO CERTAIN EMPLOYEES
This Appendix A includes additional terms and conditions that govern the Option Shares granted to the Optionee under the
Plan if the Optionee is, as of the date of grant of the Option, designated in Salary Band G or above. Therefore, by accepting the
Option, a Salary Band G or above Participant will be agreeing to comply with the restrictive covenants and other provisions se
forth below.
a.
Acknowledgements. In exchange for receiving the Option, the Optionee acknowledges and agrees that the
services to be rendered by Optionee to the Company will be of a special character having a unique value to the Company, and that,
as a result of the Optionee’ s role and position within the Company, the Optionee will be provided with specialized training an
d
given access to, or be responsible for the development of, some of the Company’ s most sensitive confidential information, the
disclosure and use of which would be harmful if used for the benefit of the Company’ s competitors. Optionee recognizes that the
Company’ s relationships with the customers, suppliers, licensees, licensors, vendors, consultants, and independent contractors
(collectively, “Partners”) with which the Optionee serves or has contact, and with other employees, is special and unique, base
d
upon the development and maintenance of goodwill resulting from the Partners’ , and other employees’ contacts with the Company
and its employees, including the Optionee. Optionee also recognizes that the Company’ s relationship with other employees, is
special and unique, based upon the development, maintenance, and provision of training, opportunities, and goodwill by the
Company and its employees, including the Optionee. The Optionee further acknowledges the Company’ s ongoing substantial
investment of time, money, and other resources to recruit, train, equip, and retain talented individuals, including the Optionee,
promotes the business goodwill of the Company by fostering productive, long-term relationships between the Company and its
employees. As a result of the Optionee’ s position and the Optionee’ s Partners, and employee contacts, the Optionee recognizes
that the Optionee will gain valuable information about (i) the Company’ s most sensitive and valuable confidential information, (ii)
the Company’ s business habits, needs, pricing policies, purchasing policies, profit structures, and margins, (iii) the Company’ s
relationships with its customers, their buying habits, special needs, and purchasing policies, (iv) the Company’ s relationships with
its suppliers, their pricing habits, and purchasing policies, (v) the Company’ s pricing policies, purchasing policies, profi
t
structures, and margin needs, (vi) the skills, capabilities and other employment-related information relating to the Company
employees, and (vii) and other matters of which the Optionee would not otherwise know and that is not otherwise readily
available. Such knowledge is essential to the business of the Company and the Optionee recognizes that it would be harmful i
f
used for the benefit of the Company’ s competitors. Optionee acknowledges and agrees that any injury to the Company’ s Partner,
or employee relationships, the loss of those relationships, or the inevitable disclosure of Company confidential information to
a
competitor would cause irreparable harm to the Company. Optionee recognizes that during a period following termination of the
Optionee’ s employment, the Company is entitled to protection from the Optionee’ s use of Company confidential information an
d
the Partner, and employee relationships with which the Optionee has been entrusted by the Company during the Optionee’ s
employment. Optionee acknowledges and agrees that due to the nature of the Optionee’ s role within the Company and the
Company confidential information to which the Optionee will have access, the Optionee’ s employment with a competitor in the
same or substantially the same capacity in which the Optionee was employed by the Company will inevitably result in the
disclosure of the Company’ s most sensitive confidential information. Optionee also recognizes that if the Optionee’ s employmen
t
terminates, the Company will be required to rebuild the Partner, and employee relationships with which the Optionee has been
entrusted by the Company during the Optionee’ s employment. Optionee also recognizes that merely limiting the Partners, an
d
employees the Optionee can solicit after termination will not be sufficient to protect the Company’ s legitimate business interests.
I.
A
PPLICATION
II.
R
ESTRICTIVE COVENANTS