Restricted Activity

Restricted Activity. Shall mean (i) soliciting proxies or consents for the voting of any shares of Common Stock or otherwise becoming a "participant," directly or indirectly, in any "solicitation" of "proxies" or consents to vote, or becoming a "participant" in any "election contest" involving Capital Senior (all terms used herein and defined in Regulation 14A under the Exchange Act having the meanings assigned to them therein), (ii) seeking to advise or influence any person with respect to the voting of any shares... of Common Stock in a manner other than as recommended by the Board, (iii) initiating, proposing or otherwise "soliciting" Capital Senior stockholders for the approval of shareholder proposals, (iv) otherwise communicating with Capital Senior's stockholders or others pursuant to Rule 14a-1(l)(2)(iv) under the Exchange Act, (v) otherwise engaging in any course of conduct with the purpose of causing any other stockholder of Capital Senior to vote contrary to the recommendation of the Board on any matter presented to Capital Senior's stockholders for their vote or (vi) otherwise acting, directly or indirectly, alone or in concert with others, to seek to control or influence the management, the Board, policies or affairs of Capital Senior. Notwithstanding the foregoing, no activity specified in any of the foregoing clauses (ii) through (vi) inclusive shall, with respect only to a Management Proposal, be deemed to be a Restricted Activity during the Solicitation Period for the 2008 Annual Meeting. For the avoidance of doubt, any of the activities specified in any of the foregoing clauses (ii) through (vi) inclusive shall, during the Solicitation Period of 2008 Annual Meeting, be deemed to be Restricted Activities to the extent they are taken with respect to any matter at such annual meeting that is not a Management Proposal. View More

Restricted Activity. Any activity in which the Executive contributes his knowledge, directly or indirectly, in whole or in part, as an employee, employer, owner, operator, manager, advisor, consultant, agent, employee, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity to an entity engaged in the same or similar business as the Company. Restricted Activity also includes activity that may require or inevitably requires disclosure of trade secrets, proprietary information, or... Confidential Information View More

Restricted Activity. Shall be deemed to have occurred if a Participant, individually, or on behalf of another Person, either directly or indirectly: (i) owns, operates, manages, finances, supervises, is employed by, provides consulting services to, or is otherwise engaged in a Restricted Business within the Restricted Area, (ii) solicits, induces, recruits or encourages any employee or contractor of the Company or any of its Affiliates or Subsidiaries to terminate their employment or engagement with the Company or... the applicable Affiliate or Subsidiary of the Company, or hire or take away such employees or contractors, or attempt to solicit, induce, recruit, encourage, hire or take away employees or contractors of the Company or its Affiliates or Subsidiaries, either for the benefit of such Participant or for any other Person, (iii) engages in any act of dishonesty, fraud, theft, misrepresentation, misappropriation or embezzlement or other similar conduct by the Participant with respect to any aspect of the business or assets of the Company or any of its Affiliates, (iv) breaches or violates any covenant in any agreement or obligation in favor of the Company or any of its Affiliates to which Participant is a party or is subject that imposes restrictions or requirements with respect to (A) Participant's use or disclosure of confidential or proprietary information of the Company, or (B) the Participant's assignment of inventions or other intellectual property rights to the Company or any of its Affiliates, and/or (v) violates a law or regulation that is applicable to the Company's business, which violation, in the reasonable discretion of the Administrator, does or is reasonably likely to be materially injurious to the Company or any of its Affiliates. Notwithstanding the foregoing, nothing in this Plan shall be construed to restrict or prohibit ownership by a Participant of stock of any company listed on the New York or American Stock Exchanges or the Nasdaq National Market System; provided, that such Participant's aggregate ownership interest is not more than five percent (5%) or more of the outstanding voting shares of such company. View More