Agreement) for a period of 12 months, resulting in the continued eligibility of your PRSUs to vest based solely on satisfaction of the applicable performance milestones prior to the expiration of such 12-month period (Mutually Agreed Upon Consideration), or, in the event you do not have any Company stock options or PRSUs, (ii) pay you continuing salary payments for one year following termination of you employment at a rate equal to no less than 50% of the highest annualized base salary paid to you by the Company within the two years prior to the termination of your relationship with the Company (Garden Leave Payments). Notwithstanding anything to the contrary above, the Company may enforce the covenants in Section 8(a) without providing the Garden Leave Payments, if applicable, if it determines in good faith that you breached Section 8(a) or unlawfully misappropriated the Companys physical or electronic property. For avoidance of doubt, the Companys failure to timely waive the provisions of Section 8(a) shall be construed as its election to enforce the provisions of Section 8(a). For further avoidance of doubt, if the Company elects to waive, you are classified as nonexempt under the Fair Labor Standards Act, 29 U.S.C. 201-219, or the Company is otherwise prohibited by law or a court from enforcing, the provisions of Section 8(a), you will not be subject to the restrictions in Section 8(a) nor will you be entitled to any Mutually Agreed Upon Consideration or Garden Leave Payments.
(b) Non-Solicitation of Employees, Consultants, Contractors, Customers, Or Potential Customers. During the Restricted Period, you will not (except as an officer, director, stockholder, member, manager, employee, agent or consultant of the Company or its subsidiaries) directly or indirectly:
(i) solicit, induce, encourage, or participate in soliciting, inducing or encouraging any person known to you to be an employee, consultant, or independent contractor of Company to terminate his or her relationship with Company, even if you did not initiate the discussion or seek out the contact;
(ii) solicit, induce, encourage, or participate in soliciting, inducing, or encouraging any person known to you to be an employee, consultant, or independent contractor of Company to terminate his or her relationship with Company to render services to you or any other person or entity that researches, develops, markets, sells, performs or provides or is preparing to develop, market, sell, perform or engage in Restricted Business (as defined above);
(iii) hire, employ, or engage in a business venture with as partners or owners or other joint capacity, or attempt to hire, employ, or engage in a business venture as partners or owners or other joint capacity, with any person then employed by Company or who has left the employment of Company within the preceding six (6) months (unless such individual had been involuntarily terminated by the Company) to research, develop, market, sell, perform or provide Conflicting Services;
(iv) solicit, induce or attempt to induce any Customer or Potential Customer (as defined below), to terminate, diminish, or materially alter in a manner harmful to Company its relationship with Company;
(v) solicit or assist in the solicitation of any Customer or Potential Customer to induce or attempt to induce such Customer or Potential Customer to purchase or contract for any Restricted Business; or
(vi) perform, provide or attempt to perform or engage in any Restricted Business for a Customer or Potential Customer.
You and the Company agree that for purposes of this Agreement, a Customer or Potential Customer is any person or entity who or which, at any time during the one (1) year period prior to your contact with such person or entity as described in Sections 8(b)(iv)-(vi) above if such contact occurs during your employment or, if such contact occurs following the termination of your employment, during the one (1) year period prior to the date your employment with Company ends: (i) contracted for, was billed for, or received from Company any product, service or process with which you worked directly or indirectly during your employment by Company or about which you acquired Trade Secrets or other Confidential information; (ii) was in contact with you or in contact with any other employee, owner, or agent of Company, of which contact you were or should have been aware, concerning the sale or purchase of, or contract for, any