Amendment ID: S2418-1

Amendment 1

Clawback Clauses

Ms. Flanagan moves to amend the amendment in Section 3, in line 118, by striking the definition of noncompetition agreement” and replacing with the following:-

“Noncompetition agreement”, an agreement between an employer and an employee arising out of an existing or anticipated employment relationship, under which the employee or expected employee agrees not to engage in certain specified activities competitive with the employee’s employer after the employment relationship has ended; provided, however, that “noncompetition agreements” shall not include: (i) covenants not to solicit or hire employees of the employer; (ii) covenants not to solicit or transact business with customers, clients or vendors of the employer; (iii) noncompetition agreements made in connection with the sale of a business entity or substantially all of the operating assets of a business entity or partnership, or otherwise disposing of the ownership interest of a business entity or partnership, or division or subsidiary thereof, when the party restricted by the noncompetition agreement is a significant owner of or member or partner in the business entity who will receive significant consideration or benefit from the sale or disposal of the business entity; (iv) noncompetition agreements outside of an employment relationship; (v) forfeiture agreements; (vi) nondisclosure or confidentiality agreements; (vii) invention assignment agreements; (viii) garden leave clauses; (ix) noncompetition agreements made in connection with the termination of or separation from employment if the employee is expressly given 7 business days to rescind acceptance; (x) agreements by which an employee agrees to not reapply for employment to the same employer after termination of the employee; or (xi) forfeiture for competition agreements.