For purposes of this provision, Conduct Detrimental to the Company means:
(i) You engage in serious misconduct, whether or not such serious misconduct is discovered by the Company prior to the termination of your Service;
(ii) You breach your obligations to the Company or an Affiliate under any of your written agreements with the Company or an Affiliate; or
(iii) You engage in Conflicting Activities (as defined below).
For purposes of this Agreement, Conflicting Activities means, without advance, express, written consent of the Companys Chief Human Resources Officer:
(i) You are or become a principal, owner, officer, director, shareholder, or other equity owner (other than a holder of less than 5% of the outstanding shares or other equity interests of a publicly traded company) of a Direct Competitor (as defined below);
(ii) You are or become a partner or joint venturer in any business or other enterprise or undertaking with a Direct Competitor;
(iii) You work or perform services (including contract, consulting, or advisory services) for a Direct Competitor in any geographic area where the Company or an Affiliate materially conducts business, if your services are similar in any material way to the services you performed for the Company or an Affiliate in the twelve (12) months preceding the termination of your Service;
(iv) Except for communications made on behalf of the Company or an Affiliate in the scope of your Service, you advise, assist, attempt to influence or otherwise induce or persuade (or assist any other person in advertising, attempting to influence or otherwise induce or persuade) any person employed by the Company or an Affiliate to end such employment with the Company or an Affiliate; or
(v) You solicit, divert, take away, or attempt to solicit, divert or take away, directly or by assistance of others, any business from the Companys clients or customers, including actively sought clients or customers, with whom you have or have had material contact during your Service for purposes of providing products or services that are competitive with those provided by the Company.