FairPoint Communications 2012 Annual Report Download - page 125

(b) Non-Interference. During the Employment Period and the Post-Termination Non-Interference Period, I shall not, directly or
indirectly for my own account or for the account of any other individual or entity, engage in Interfering Activities; provided, however, that I shall not be
deemed to violate this subsection (b) to the extent that any employee of any subsequent employer of mine, in the ordinary course of business, conducts any
activity described in subsection (c)(iii)(C) below as to any Business Relation, provided that I have not directed or instructed any such employee (either
personally or through another) to contact any such Business Relation.
(c) Definitions. For purposes of this Non-Interference Agreement :
i. “Business Relation” shall mean any current or prospective client, customer, licensee, or other business relation of the
Company Group, or any such relation that was a client, customer, licensee, or other business relation within the six (6) month period prior to the
expiration of the Employment Period, in each case, to whom I provided services, or with whom I transacted business, or whose identity became
known to me in connection with my relationship with or employment by the Company and is not publicly known.
ii. “Competitive Activities” shall mean telecommunication services provided by a rural exchange carrier business which
has substantial business operations in the state of Florida, Maine, New Hampshire, North Carolina, or Vermont.
iii. “Interfering Activities” shall mean (A) encouraging, soliciting, or inducing, or in any manner attempting to encourage,
solicit, or induce, any Person employed by, or providing consulting services to, any member of the Company Group to terminate such Person's
employment or services (or in the case of a consultant, materially reducing such services) with the Company Group; (B) hiring any individual who
was employed by the Company Group within the six (6) month period prior to the date of such hiring; or (C) encouraging, soliciting, or inducing, or
in any manner attempting to encourage, solicit, or induce, any Business Relation to cease doing business with or reduce the amount of business
conducted with the Company Group, or in any way interfering with the relationship between any such Business Relation and the Company Group.
iv. “Person” shall mean any individual, corporation, partnership, limited liability company, joint venture, association,
joint‑stock company, trust (charitable or non-charitable), unincorporated organization, or other form of business entity.
v. “Post-Termination Non-Compete Period” shall mean the period commencing on the date of the termination of the
Employment Period for any reason and ending on the twelve (12) month anniversary of such date of termination.
vi. “Post-Termination Non-Interference Period” shall mean the period commencing on the date of the termination of the
Employment Period for any reason and ending on the twelve (12) month anniversary of such date of termination.
(d) Non-Disparagement. I agree that during the Employment Period, and at all times thereafter, I will not make any disparaging or
defamatory comments regarding any member of the Company Group or its respective current or former directors, officers, or employees in any respect or
make any comments concerning any aspect of my relationship with any member of the Company Group or any conduct or events which precipitated any
termination of my employment from any member of the Company Group. However, my obligations under this subparagraph (d) shall not apply to disclosures
required by applicable law, regulation, or order of a court or governmental agency.
Section 6. Reasonableness of Restrictions.
I acknowledge and recognize the highly competitive nature of the Company's business, that access to Confidential Information renders me
special and unique within the Company's industry, and that I will have the opportunity to develop substantial relationships with existing and prospective
clients, accounts, customers, consultants, contractors, investors, and strategic partners of the Company Group during the course of and as a result of my
employment with the Company. In light of the foregoing, I recognize and acknowledge that the restrictions and limitations set forth in this Non-Interference
Agreement are reasonable and valid in geographical and temporal scope and in all other respects and are essential to protect the value of the business and assets
of the Company Group. I acknowledge further that the restrictions and limitations set forth in this Non-Interference Agreement will not materially interfere with
my ability to earn a living following the termination of my employment with the Company and that my ability to earn a livelihood without violating such
restrictions is a material condition to my employment with the Company.
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