fiscal year. If the Company fails to meet or exceed both the minimum EPS amount and minimum Return on Invested Capital amount for any fiscal year during the Performance Period, no PSUs will become payable hereunder with respect to such fiscal year during the Performance Period. Conversely, to the extent the Company’s performance exceeds either or both the maximum EPS amount and the maximum Return on Invested Capital amount during any fiscal year during the Performance Period, no amounts in excess of such maximum performance shall be taken into account in determining the amount payable with respect to the PSUs with respect to such fiscal year. Charts illustrating the [ ⚫ ]performance measures are shown in Attachment A.
Section 3.5 – Dividend Equivalents
A bookkeeping account will be established by the Company to which Dividend Equivalents equal to the product of (a) the number of PSUs subject to this Agreement, and (b) the dividend declared on a single share of Common Stock will be credited. To the extent the Participant becomes vested in the PSUs issued pursuant to this Agreement, such Dividend Equivalents will be converted to cash or additional Shares (as may be determined by the Administrator in its sole discretion) and will be paid to the Participant at the same time as the Shares of Common Stock are issued with respect to the vested PSUs. The Dividend Equivalents will cease and be forfeited upon the earlier of (i) the settlement of the PSUs into shares of Common Stock, and (ii) the forfeiture and termination of the PSUs under this Agreement.
Section 4.1 - Covenant Not to Compete
Participant covenants and agrees that prior to Participant’s Termination of Service and for a period of three (3) years following the Participant’s Termination of Service, including without limitation termination for Cause or without Cause, Participant shall not, in any country in which the Company, any Parent Corporation or any Subsidiary manufactures or sells its products, engage, directly or indirectly, whether as principal or as agent, officer, director, employee, consultant, shareholder or otherwise, alone or in association with any other person, corporation or other entity, in any Competing Business.
Section 4.2 - Non-Solicitation of Employees
Participant agrees that prior to his Termination of Service and for three (3) years following Participant’s Termination of Service, including without limitation termination for Cause or without Cause, Participant shall not, directly or indirectly, solicit or induce, or attempt to solicit or induce, any Employee of the Company, any Parent Corporation or any Subsidiary to leave the employment of the Company, any Parent Corporation or any Subsidiary for any reason whatsoever, or hire any Employee of the Company, any Parent Corporation or any Subsidiary except into the employment of the Company, a Parent Corporation or a Subsidiary.
Section 4.3 - Equitable Relief
Participant agrees that it is impossible to measure in money the damages that will accrue to the Company in the event that Participant breaches any of the restrictive covenants provided in Sections 4.1 or 4.2 hereof. Accordingly, in the event that Participant breaches any such restrictive covenant, the Company shall be entitled to an injunction restraining Participant from