Advanced Medical Optics (EYE)

Neither Party will, during the term of this Agreement and for *** after the End Date, without the prior written consent of the other Party, directly or indirectly, for or on behalf of any person, as principal, agent or otherwise, solicit or induce, any person employed or engaged by the other Party to leave that Party’s employment or engagement, or hire or contract with any such person who becomes known to such Party in connection with its performance of this Agreement (provided that such person is, in the case of AMO, a member of the Project Staff that has worked more than *** performing any of the Covered Services or a Key IBM Personnel, or in the case of IBM, an employee of any AMO Entity that has worked more than *** performing any of AMO’s obligations hereunder). Notwithstanding the foregoing, this Section 11.01(3) shall not preclude either Party from hiring any person employed by the other Party where such person independently responds to an employment opportunity broadcast by the Party to the general public (e.g., via newspaper, magazine, broadcast, Internet, etc.). In the event a Party, or any Affiliate of such Party, hires

or contracts with any person of the other Party in violation this Section 11.01(3), such Party agrees to pay to the other Party, as an exclusive remedy and as liquidated damages and not as a penalty, an amount equal to all compensation, including salary, wages, bonuses, benefits and commissions, that such employee received from the other Party during the immediately preceding *** period, provided that if the person worked for the other Party for a period of fewer than ***, the payment will be *** the average monthly compensation for the period worked.