Common use of Non-Competition Clause in Contracts

Non-Competition. In consideration of this Agreement, and for other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment with the Company and for a period of (12) twelve months thereafter, Executive shall not, without the prior written consent of the Company, directly or indirectly, engage in or become associated with a Competitive Activity. For purposes of this Section 2(b), (i) a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Term, provided such business or endeavor is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to five percent (5%) of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, and (iv) Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination shall be made by the Company in good faith.

Non-Competition. In consideration During the Period of this AgreementEmployment hereunder, and in the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for other good and valuable consideration the later of (a) one year thereafter or (b) the period during which compensation or benefits are being provided hereunderpursuant to this Agreement after its termination, the receipt and sufficiency of Employee will not directly for himself or herself or any third party, become engaged in any business or activity which are hereby acknowledged by Executiveis directly in competition with any services or financial products sold by, Executive hereby agrees and covenants thator any business or activity engaged in by, during Executive’s employment with the Company and for a period of (12) twelve months thereafteror the Bank, Executive shall notincluding, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the prior written consent taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility of the Company, directly the Bank or indirectlyany of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, engage in or become associated with a Competitive Activity. For purposes of this Section 2(b), (i) a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Term, provided such business or endeavor is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct his or indirect responsibilities or involvement her aggregate holdings in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to five any financial institution do not exceed ten percent (510%) of the outstanding capital stock of such institution. During the Period of Employment hereunder, and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any publicly-traded corporation engaged in person who was a Competitive Activity if customer of the stock Company or the Bank during the period of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if ExecutiveEmployee’s employment hereunder is terminated by hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company for any reason other than Executive’s death, Disability or Causethe Bank, or by Executive for Good Reason, then otherwise divert or attempt to divert any existing business of the restrictions contained in this Section 2(b) shall lapse, and (iv) Executive shall only be subject to Company or the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Bank, the Company or any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which determination is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, the Company or the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be made in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the Company in good faithcourt.

Non-Competition. In consideration of this Agreement, Grantee acknowledges and for other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment that (a) at all times while Grantee is employed with the Company and for a period of (12) twelve months thereafterGroup, Executive Grantee shall not, without the prior written consent of the Company, directly or indirectly, engage in or become associated with a Competitive Activity. For purposes of this Section 2(b), (i) a “Competitive Activity” means any pursue all appropriate business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business opportunities of the Company is Group exclusively through the Company Group and (b) the Company Group would be irreparably damaged if Grantee (or, if applicable, any of Grantee’s controlled Affiliates) were to provide services to any Person (including Grantee) engaged in providing a Restricted Business (as defined below) and that such competition by Grantee (or, if applicable, any of Grantee’s controlled Affiliates) would result in a significant loss of goodwill by the Company Group. Therefore, Grantee agrees that during the period commencing on the Effective Date and ending on the first (1st) anniversary of the date hereof on which Grantee or at any time during Grantee’s Affiliates cease to be direct or indirect members of EOC Parent or, if earlier, the Termfirst (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, provided such business Grantee shall not (and, as applicable, shall cause each of his controlled Affiliates not to) directly or endeavor is indirectly through another Person own any interest in, manage, control, participate in the United States(whether as an officer, director, manager, employee, partner, equity holder, member, agent, advisor, individual independent contractor, consultant, representative or otherwise), consult with, represent, render services for, or in any foreign jurisdiction other manner engage in which the Restricted Business in any geographic area where the Company providesGroup conducts it; provided, or has provided during the Termthat nothing herein shall prohibit Grantee and any of his controlled Affiliates, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), applicable from (i) Executive may become employed by being a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to five passive owner of not more than two percent (52%) of the outstanding capital stock of any publicly-class of a corporation or entity which is publicly traded corporation engaged so long as Grantee (or any of Grantee’s controlled Affiliates, if applicable) does not have any active participation in a Competitive Activity if the stock management or other business of such corporation or entity or (ii) being employed by or otherwise providing services to any corporation or entity, a division or subsidiary of which is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions contained engaged in this Section 2(b) shall lapse, and (iv) Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination shall be made by the Company in good faith.Restricted Businesses so long as Grantee is

Non-Competition. In As additional consideration for the Purchase Price paid by Buyer hereunder, and in order that USL may enjoy the benefits of this Agreement, and for other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment with the Company and for a period of (12) twelve months thereaftertwo years from the Closing Date, Executive Seller shall not, without the prior written consent of the Company, directly or indirectly, engage in or become associated with a Competitive Activity. For purposes of this Section 2(b), (i) a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Term, provided such business or endeavor is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved indirectly, as an owneremployee, employer, contractor, consultant, agent, principal, employeeshareholder, corporate officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity capacity, engage or participate in any business or practice within a fifteen (15) mile radius of any location in which any entity in which USL or an Affiliate of USL possesses an ownership interest provides any professional medical services, supplies, or equipment to health care service providers, that is in competition in any manner whatsoever with USL. Seller further agrees that for this same period of time, Seller shall not use or disclose to any individualperson or entity (except as required by law) any information concerning the names and addresses of USL’s employees, partnershipcustomers, corporation or patients, and shall not, on Seller’s behalf or on behalf of any other person or entity, solicit or attempt to induce any partner, employee, customer, or patient of USL to cease such person’s commercial relationship with USL, or otherwise interfere with the relationship between or among USL and its patients, customers, employees and/or partners. This covenant shall be construed as an agreement ancillary to the other provisions of this Agreement. Without limiting other possible remedies to USL for breach of this covenant, Seller agrees that injunctive or other organization that is engaged in equitable relief will be available to enforce the covenants of this provision, such relief to be without the necessity of posting a Competitive Activity. Notwithstanding anything else in this Section 2(b)bond, (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to five percent (5%) of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Causecash, or by Executive for Good Reason, then the restrictions otherwise. Seller further agrees that if any restriction contained in this Section 2(b) shall lapsesection 10 is held by any court to be unenforceable or unreasonable, a lesser restriction will be enforced in its place and remaining restrictions contained herein will be enforced independently of each other. Seller agrees to pay USL’s and Seller’s own attorneys’ fees, court costs, and (iv) Executive shall only be subject expenses in the event that USL chooses, in its sole discretion, to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination shall be made by the Company in good faithenforce any provision hereunder.

Non-Competition. In consideration view of this Agreementthe employer’s international field of activity, after the Grantee has left the employer and even if his/her seniority would be inferior to six (6) months, except in case of termination of the employment by the Grantee for other good and valuable consideration provided hereunderserious cause, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants thatGrantee shall, during Executive’s employment with the Company period and on the territory specified below, be prohibited from exercising similar activities, either by running a personal enterprise or by being hired or engaged by a competing employer and having thus the opportunity of causing a prejudice to the employer by using for himself/herself or for the profit of a period competitor, his/her knowledge of any practice specific to the employer which he/she has acquired on an industrial or commercial level during his/her employment. The prohibition referred to in this Paragraph (5bis) applies for twelve (12) twelve months thereafteras of the day of termination of the employment and applies to the territory of Belgium and the Netherlands. The Grantee accepts that this territory is automatically extended to the countries in which he/she would also be active in the last thirty-six (36) months prior to the day of termination of the employment. If the non-competition obligation of this Paragraph (5bis) applies, Executive shall nota one off and lump sum indemnity will be paid to the Grantee, unless the employer waives the application of this clause within fifteen (15) days following the termination of the employment. This indemnity will amount to half of the gross salary for the term of the effective application of the non-competition obligation. If the non-competition obligation of this Paragraph (5bis) applies and if the Grantee fails to comply with its provisions, he/she will reimburse to the employer the indemnity he/she received and, in addition thereto, he/she will pay an equivalent amount as damages, without prejudice to the prior written consent of employer’s right to claim any additional damages. If, notwithstanding the severability provisions in the Agreement, the Belgian Alternative Provision 1 would also be considered to be null and void, the Company, directly or indirectlyacting on behalf of the employer, engage in or become associated with and the Grantee, agree to be bound by the following provision if the Grantee does not qualify as a Competitive Activity. For purposes of this Section 2(b), (i) a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to products or services sales representative (the “Company Products or ServicesBelgian Alternative Provision 2”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Term, provided such business or endeavor is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to five percent (5%) of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, and (iv) Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination shall be made by the Company in good faith.):

Non-Competition. In consideration Grantee acknowledges and agrees that (a) at all times while Grantee is employed with Employer, Grantee shall pursue all appropriate business opportunities of this AgreementEmployer exclusively through Employer and (b) Employer would be irreparably damaged if Grantee (or, if applicable, any of Grantee’s controlled Affiliates) were to provide services to any Person (including Grantee) engaged in a Restricted Business (as defined below) and for other good that such competition by Grantee (or, if applicable, any of Grantee’s controlled Affiliates) would result in a significant loss of goodwill by Employer. Therefore, Grantee agrees that during the period commencing on the Effective Date and valuable consideration provided hereunder, ending on the receipt and sufficiency second anniversary of the date on which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during ExecutiveGrantee’s employment with the Company and Employer terminates for a period any reason, Grantee shall not (and, as applicable, shall cause each of (12Grantee’s controlled Affiliates not to) twelve months thereafter, Executive shall not, without the prior written consent of the Company, directly or indirectlyindirectly through another Person own any interest in, engage manage, control, participate in (whether as an officer, director, manager, employee, partner, equity holder, member, agent, advisor, individual independent contractor, consultant, representative or become associated with a Competitive Activity. For purposes of this Section 2(botherwise), (i) a “Competitive Activity” means any business or other endeavor involving products or consult with, represent, render services that are the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Term, provided such business or endeavor is in the United Statesfor, or in any foreign jurisdiction other manner engage in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or Restricted Business in any other individual or representative capacity with geographic area where EOC Parent, EGH and their respective controlled affiliates conducts it; provided, that nothing herein shall prohibit Grantee and any individualof Grantee’s controlled Affiliates, partnershipas applicable, corporation or other organization that is engaged in from being a Competitive Activity. Notwithstanding anything else in this Section 2(b), (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to five passive owner of not more than two percent (52%) of the outstanding capital stock of any publicly-class of a corporation or entity which is publicly traded corporation engaged so long as Grantee (or any of Grantee’s controlled Affiliates, if applicable) does not have any active participation in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange management or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, and (iv) Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination shall be made by the Company in good faith.other

Non-Competition. In consideration of this Agreement, Grantee acknowledges and for other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment that (a) at all times while Grantee is employed with the Company and for a period of (12) twelve months thereafterGroup, Executive Grantee shall not, without the prior written consent of the Company, directly or indirectly, engage in or become associated with a Competitive Activity. For purposes of this Section 2(b), (i) a “Competitive Activity” means any pursue all appropriate business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business opportunities of the Company is Group exclusively through the Company Group and (b) the Company Group would be irreparably damaged if Grantee (or, if applicable, any of Grantee’s controlled Affiliates) were to provide services to any Person (including Grantee) engaged in providing a Restricted Business (as defined below) and that such competition by Grantee (or, if applicable, any of Grantee’s controlled Affiliates) would result in a significant loss of goodwill by the Company Group. Therefore, Grantee agrees that during the period commencing on the Effective Date and ending on the first (1st) anniversary of the date hereof on which Grantee or at any time during Grantee’s Affiliates cease to be direct or indirect members of EOC Parent or, if earlier, the Termfirst (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, provided such business Grantee shall not (and, as applicable, shall cause each of his controlled Affiliates not to) directly or endeavor is indirectly through another Person own any interest in, manage, control, participate in the United States(whether as an officer, director, manager, employee, partner, equity holder, member, agent, advisor, individual independent contractor, consultant, representative or otherwise), consult with, represent, render services for, or in any foreign jurisdiction other manner engage in which the Restricted Business in any geographic area where the Company providesGroup conducts it; provided, or has provided during the Termthat nothing herein shall prohibit Grantee (and any of his controlled Affiliates, the relevant Company Products or Services, and (iias applicable) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), from (i) Executive may become employed by being a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to five passive owner of not more than two percent (52%) of the outstanding capital stock of any publicly-class of a corporation or entity which is publicly traded corporation engaged so long as Grantee (or any of Grantee’s controlled Affiliates, if applicable) does not have any active participation in a Competitive Activity if the stock management or other business of such corporation or entity or (ii) being employed by or otherwise providing services to any corporation or entity, a division or subsidiary of which is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, and (iv) Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination shall be made by the Company in good faith.engaged

Non-Competition. In consideration of this Agreement, and for other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment with the Company and for a period of (12) twelve months thereafter, Executive shall not, without the prior written consent of the Company, directly or indirectly, engage in or become associated with a Competitive Activity. For purposes of this Section 2(b), ): (i) a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Term, provided such business or endeavor is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b):, (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to five percent (5%) of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, and (iv) Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination shall be made by the Company in good faith.

Non-Competition. In consideration A. Employee is familiar with the business of this AgreementCompany, the commercial and competitive nature of the industry, and for other good with his extraordinary and valuable consideration provided hereunder, unique services and abilities which enable him to seek and obtain similar employment in the receipt and sufficiency broadcast industry. Employee recognizes that the value of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s Company's business would be injured if Employee obtained comparable employment with any of Company's competitors which own broadcast properties within any of the markets in which the Company and for a period of (12) twelve months thereafter, Executive shall not, without the prior written consent owns broadcast properties as of the Companyday on which this Agreement expires/terminates or as of the day before a Change of Control is consummated, directly or indirectly, engage in or become associated with a Competitive Activitywhichever is applicable. For purposes of this Section 2(b12A, the day before a Change of Control shall be applicable for determining limitations on broadcast markets if this Agreement terminates as a direct or indirect result of the Change of Control; otherwise, the day before the Agreement expires/terminates shall be the applicable date for these purposes. Employee further recognizes that such injury could not be reasonably or adequately compensated by monetary compensation. For these reasons, upon the expiration/termination of this Agreement under either Section 8 or 9, Employee will not, for a period equal to the number of months for which severance benefits are payable to Employee under either Section 8B or 9B(3), but not more than one (i1) a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to products or services year (the “"Non-Competition Term"), perform services for any other person or entity in any broadcast market in which Company Products or Services”) that owns any business of the Company is engaged in providing broadcast properties as of the date hereof day on which this Agreement expires/terminates or at any time as of the day before a Change of Control is consummated, whichever is applicable. Nothing in this Section 12 shall prevent Employee from performing services, during the Non-Competition Term, provided such business for any person or endeavor entity in broadcast markets in which Company owns no broadcast properties as of the day on which this Agreement expires/terminates or as of the day before a Change of Control is consummated, whichever is applicable. Furthermore, this Section 12 shall not prevent Employee from performing services during the Non-Competition Term in the United States, or in any foreign jurisdiction broadcast markets in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to five percent (5%) of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or acquiring company owns broadcast properties on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, and (iv) Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses day before a reasonable competitive threat to the Company, which determination shall be made by the Company in good faithChange of Control becomes effective.

Non-Competition. In consideration of this Agreement, The Grantee covenants and for other good and valuable consideration provided hereunder, agrees that during the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during ExecutiveGrantee’s employment with the Company Employment and for a period of twelve (12) twelve months thereafter, Executive (and such period shall not, without be tolled on a day-to-day basis for each day during which the prior written consent Grantee participates in any activity in violation of the Companyrestrictions set forth in this Section 10(a)) following the termination of the Grantee’s Employment, whether such termination occurs at the insistence of the Company or its Affiliates or the Grantee (for whatever reason), the Grantee will not, directly or indirectly, engage alone or in association with others, anywhere in the Territory (as defined below), own, manage, operate, control or become associated participate in the ownership, management, operation or control of, or be connected as an officer, employee, investor, principal, joint venturer, shareholder, partner, director, consultant, agent or otherwise with, or have any financial interest (through stock or other equity ownership, investment of capital, the lending of money or otherwise) in, any business, venture or activity that directly or indirectly competes, or is in planning, or has undertaken any preparation, to compete, with the Business of the Company or any of its Immediate Affiliates (any Person who engages in any such business venture or activity, a Competitive Activity“Competitor”), except that nothing contained in this Section 10(a) shall prevent the Grantee’s wholly passive ownership of two percent (2%) or less of the equity securities of any Competitor that is a publicly-traded company. For purposes of this Section 2(b10(a), (i) a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business Business of the Company or any of its Immediate Affiliates” is engaged in that of arts and crafts, or framing specialty retailer or wholesaler providing materials, ideas and education for creative activities, or framing, as well as any other business that the Company or any of the date hereof its Immediate Affiliates conducts or is actively planning to conduct at any time during the TermGrantee’s Employment, provided or with respect to the Grantee’s obligations following the termination of the Grantee’s Employment the twelve (12) months immediately preceding the termination of the Grantee’s Employment; provided, that the term “Competitor” shall not include any business, venture or activity whose gross receipts derived from the retail or wholesale sale of arts and crafts, or framing products and services (aggregated with the gross receipts derived from the retail and wholesale sale of such business products or endeavor any related business, venture or activity) are less than ten percent (10%) of the aggregate gross receipts of such businesses, ventures or activities. For purposes of this Section 10(a), the “Territory” is in comprised of those states within the United States, or in those provinces of Canada, and any foreign jurisdiction other geographic area in which the Company providesor any of its Immediate Affiliates was doing business or actively planning to do business at any time during the Grantee’s Employment, or has provided during with respect to the TermGrantee’s obligations following his or her termination of Employment the twelve (12) months immediately preceding the termination of the Grantee’s Employment. For purposes of this Section, “Immediate Affiliates” means those Affiliates which are one of the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), following: (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in subsidiary of the Competitive ActivityCompany, (ii) Executive may own, for investment purposes only, up a parent to five percent (5%) of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange Company or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability a direct or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, and (iv) Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses indirect subsidiary of such a reasonable competitive threat to the Company, which determination shall be made by the Company in good faithparent.

Non-Competition. In consideration Grantee acknowledges and agrees that (a) at all times while Grantee is employed with Employer, Grantee shall pursue all appropriate business opportunities of this AgreementEmployer exclusively through Employer and (b) Employer would be irreparably damaged if Grantee (or, if applicable, any of Grantee’s controlled Affiliates) were to provide services to any Person (including Grantee) engaged in a Restricted Business (as defined below) and for other good that such competition by Grantee (or, if applicable, any of Grantee’s controlled Affiliates) would result in a significant loss of goodwill by Employer. Therefore, Grantee agrees that during the period commencing on the Effective Date and valuable consideration provided hereunder, ending on the receipt and sufficiency second (2nd) anniversary of the date on which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during ExecutiveGrantee’s employment with Employer terminates if Grantee’s employment is terminated by Employer with Cause or by Grantee without Good Reason, or otherwise ending on the Company and date on which Grantee’s employment with Employer terminates for a period any other reason (such period, the “Restricted Period”), to the extent permitted by the New York Canon of Ethics, Grantee shall not (12and, as applicable, shall cause each of Grantee’s controlled Affiliates not to) twelve months thereafter, Executive shall not, without the prior written consent of the Company, directly or indirectlyindirectly through another Person own any interest in, engage manage, control, participate in (whether as an officer, director, manager, employee, partner, equity holder, member, agent, advisor, individual independent contractor, consultant, representative or become associated with a Competitive Activity. For purposes of this Section 2(botherwise), (i) a “Competitive Activity” means any business or other endeavor involving products or consult with, represent, render services that are the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Term, provided such business or endeavor is in the United Statesfor, or in any foreign jurisdiction other manner engage in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or Restricted Business in any other individual or representative capacity with any individualgeographic area where the Restricted Business of Employer conducts it; provided, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to five percent (5%) of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executiveevent that Grantee’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, and with Employer terminates upon a Grantee Non-Renewal (iv) Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination shall be made by the Company in good faith.as

Non-Competition. In consideration Each Management Holder hereby acknowledges that it is familiar with the Confidential Information (as defined below) of this Agreement, the Company and for other good its Subsidiaries. Each Management Holder acknowledges and valuable consideration provided hereunder, agrees that the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment Company would be irreparably damaged if such Management Holder were to provide services to any Person competing with the Company or any of its Affiliates or Subsidiaries or engaged in a similar business and for that such competition by such Management Holder would result in a significant loss of goodwill by the Company. Therefore, each of the Management Holders agrees that during the period commencing on the date hereof and ending on the later of (12i) twelve months thereafter, Executive shall not, without the prior written consent first anniversary of the Companydate on which such Management Holder ceases to be a Holder of Common Shares, (ii) the second anniversary of the Repurchase Event of such Management Holder and (iii) the date on which such Management Holder ceases to receive any payments related to salary, bonus or severance from the Company or any of its Subsidiaries (or, in the case of any payment made in a lump sum, the expiration of the period to which such payment relates) (the “Non-Compete Period”), such Management Holder shall not (and shall cause each of his or its Affiliates not to) directly or indirectly own any interest in, manage, control, participate in (whether as an officer, director, manager, employee, partner, equityholder, member, agent, representative or otherwise), consult with, render services for, or in any other manner engage in any business engaged directly or indirectly, engage anywhere in or become associated with a Competitive Activity. For purposes of this Section 2(b)the world, (i) a “Competitive Activity” means any business or other endeavor involving products or services that are in the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing and its Subsidiaries as currently conducted or proposed to be conducted as of the date hereof Repurchase Event of such Management Holder; provided, that nothing herein shall prohibit any of the Management Holders or at their Affiliates from being a passive owner of not more than 2% of the outstanding stock of any time during the Term, provided such business or endeavor class of a corporation which is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity publicly traded so long as Executive none of such Persons has no direct or indirect responsibilities or involvement any active participation in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to five percent (5%) of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock business of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, and (iv) Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination shall be made by the Company in good faith.

Non-Competition. In consideration of As a condition to receiving any benefits pursuant to this Agreement, the Employee agrees that during the Employee’s period of employment and for other good and valuable consideration provided hereunderthrough the first anniversary of the Employee’s Date of Termination, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment with the Company and for a period of (12) twelve months thereafter, Executive Employee shall not, without the prior written consent of the Company, directly or indirectly, not engage in or become associated with a any Competitive Activity. For purposes of this Section 2(b)9, (i) a “Competitive Activity” means shall mean any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Term, provided such business or endeavor is in the United States, or engages in any foreign jurisdiction country in which the Company provides, or has provided during its subsidiaries have business operations in a business that directly or indirectly competes with all or any substantial part of any of the Term, business in which the relevant Company Products or Services, and (ii) Executive its subsidiaries is engaged at the time of the Employee’s Date of Termination. The Employee shall be considered to have become “associated engaged” or “associated” with a Competitive Activity” Activity if Executive the Employee becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual capacity calling for the rendition of the Employee’s personal services, either alone or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else Activity and the Employee’s involvement relates in this Section 2(b), (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a any respect to the Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in of such entity; provided, however, that the Competitive Activity, (ii) Executive may own, for investment purposes only, up to five Employee shall not be prohibited from owning less than two percent (5%) of the outstanding capital stock of any publicly-publicly traded corporation engaged in a Competitive Activity if the stock of corporation, whether or not such corporation is either listed on a national stock exchange in competition with the Company. If, at any time, the provisions of this Section 9 shall be determined to be invalid or on the NASDAQ National Market System unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 9 shall be considered divisible and if Executive is not otherwise affiliated with shall become and be immediately amended to only such corporationarea, (iii) if Executive’s employment hereunder is terminated duration and scope of activity as shall be determined to be reasonable and enforceable by the Company for any reason court or other than Executive’s deathbody having jurisdiction over the matter, Disability or Cause, or by Executive for Good Reason, then and the restrictions contained in Employee agrees that this Section 2(b) shall lapse, and (iv) Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination 9 as so amended shall be made by the Company in good faithvalid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. In consideration of (a) For a period commencing on the Closing Date and terminating on the third anniversary thereof (the "PERIOD"), as an inducement to Buyer to execute this AgreementAgreement and complete the transactions contemplated hereby, and for other good and valuable consideration provided hereunder, in order to preserve the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment goodwill associated with the Company and for a period of (12) twelve months thereafter, Executive shall not, without the prior written consent of the Company, directly or indirectlySeller will not (1) engage in, engage continue in, participate in or become associated with a Competitive Activity. For purposes of this Section 2(b), (i) a “Competitive Activity” means have any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Term, provided such business or endeavor is in the United States, or interest in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individualsole proprietorship, partnership, corporation or other organization business that is engaged primarily or in a Competitive Activity. Notwithstanding anything else any material respect in this Section 2(bthe business of the manufacture, sale or distribution of pressure sensitive and water activated tape and industrial electrical tape serving either the retail or industrial end markets (the "PROHIBITED BUSINESS") in North America (the "TERRITORY"), (2) consult with, advise or assist in any way, whether or not for consideration, any corporation, partnership, firm or other business organization which is now or becomes a competitor of Buyer in any aspect with respect to the Prohibited Business, including, but not limited to, with respect to the Prohibited Business, advertising or otherwise endorsing the products of any such competitor, soliciting customers or otherwise serving as an intermediary for any such competition or engaging in any form of business transaction on other than an arms'-length basis with any such competitor; or (3) unless Buyer has terminated such employee, solicit for employment any employee of the Company, without the prior consent of Buyer; PROVIDED, HOWEVER, that nothing herein shall be deemed to prevent (i) Executive may become employed by a partnershipSeller from acquiring through market purchases and owning, corporation solely as an investment, less than five percent of the equity securities of any class of any issuer whose shares are registered under Section 12(b) or other organization that is engaged 12(g) of the Exchange Act, and are listed or admitted for trading on any United States national securities exchange or are quoted on the Nasdaq National Market, or any similar system of automated dissemination of quotations of securities prices in a Competitive Activity common use, so long as Executive has no direct or indirect responsibilities or involvement in Seller is not a member of any "control group" (within the Competitive Activitymeaning of the rules and regulations of the United States Securities and Exchange Commission) of any such issuer, (ii) Executive may own, for investment purposes only, up any offer by Seller to five percent employ a person in the Prohibited Business (5%) of the outstanding capital stock of any publicly-traded corporation engaged except as set forth in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange this Section); or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated Seller from being acquired by a person engaged in any business in competition with the Prohibited Business of the Company. The parties agree that Buyer may sell, assign or otherwise transfer this covenant not to compete, in whole or in part, to any person, corporation, firm or entity that may hereafter own the Company for Shares or succeeds to the business. The parties further agree that the geographic scope of this covenant not to compete shall extend to any reason city, county or other than Executive’s deathpolitical subdivision of any country in the Territory, Disability or Causeeach of which is deemed to be separately named herein. Recognizing the specialized nature of the business transferred to Buyer and the scope of competition, or by Executive for Good Reason, then the restrictions Company and Seller each acknowledge the geographic scope of this covenant not to compete to be reasonable. The parties intend that the covenant contained in this Section 2(b) shall lapsebe construed as a series of separate covenants, one for each city, county or political subdivision of each country in the Territory, each of which is deemed to be separately named herein, each for a series of one-year periods within the Period. Except for geographic coverage and (iv) Executive periods of effectiveness, each such separate covenant shall only be subject identical in terms. If in any judicial proceeding a court shall refuse to enforce any of the restrictions contained separate covenants deemed included in this Section 2(b) Section, then such unenforceable covenant shall be deemed eliminated for the purpose of that proceeding to the extent necessary to permit the activity remaining separate covenants to be enforced. In the event a court of competent jurisdiction determines that would otherwise the provisions of this covenant not to compete are excessively broad as to duration, geographic scope or activity, it is expressly agreed that this covenant not to compete shall be prohibited by this section poses a reasonable competitive threat construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such over broad provisions shall be deemed, without further action on the part of any person, to be modified, amended and/or limited, but only to the Company, which determination shall be made by extent necessary to render the Company same valid and enforceable in good faithsuch jurisdiction.

Non-Competition. In consideration of Provided that this Agreement, and for other good and valuable consideration provided hereunderAgreement has not been breached by the Corporation, the receipt and sufficiency Employee agrees that he shall not at any time prior to one (1) year after the expiration or termination of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s his employment with the Company and for Corporation, own, manage, operate, be a period of (12) twelve months thereafterdirector or an employee of, Executive shall notor a consultant to any person, without the prior written consent of the Companybusiness, directly or indirectlycorporation, engage in or become associated with a Competitive Activity. For purposes of this Section 2(b)partnership, (i) a “Competitive Activity” means any business trust, limited liability company or other endeavor involving products firm or services that are the same or similar to products or services enterprise (the “Company Products or Services”"PERSON") that any business of the Company which is engaged in providing marketing, selling or distributing products or in developing product candidates in the United States which are directly competitive with products or product candidates in development as evidenced by the current written product development plan and/or business plan of the Corporation at the time of termination of the Employee's employment and/or described in the Corporation's most recent filing on Form 10-K with the Securities and Exchange Commission as of the date hereof of the termination of the Employee's employment. If any of the provisions of this section, or at any time during part thereof, is hereinafter construed to be invalid or unenforceable, the Termsame shall not affect the remainder of such provision or provisions, provided which shall be given full effect, without regard to the invalid portions. If any of the provisions of this section, or any part thereof, is held to be unenforceable because of the duration of such business provision, the area covered thereby or endeavor the type of conduct restricted therein, the parties agree that the court making such determination shall have the power to modify the duration, geographic area and/or other terms of such provision and, as so modified, said provision shall then be enforceable. In the event that the courts of any one or more jurisdictions shall hold such provisions wholly or partially unenforceable by reason of the scope thereof or otherwise, it is in the United States, intention of the parties hereto that such determination not bar or in any foreign jurisdiction way affect the Corporation's right to the relief provided for herein in which the Company provides, courts of any other jurisdictions as to breaches or has provided during the Termthreatened breaches of such provisions in such other jurisdictions, the relevant Company Products or Services, and (ii) Executive shall be considered above provisions as they relate to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may owneach jurisdiction being, for investment purposes onlythis purpose, up to five percent (5%) of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System severable into diverse and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, and (iv) Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination shall be made by the Company in good faithindependent covenants.

Non-Competition. In consideration of this Agreement, and for other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment with the Company and for (a) For a period of two (122) twelve months thereafteryears commencing on the Closing Date (the “Restricted Period”), Executive Seller Parent shall not, without the prior written consent of the Companyand shall not permit any other Restricted Party to, directly or indirectly, engage in or become associated with a Competitive Activity. For purposes of this Section 2(b), (i) a “Competitive Activity” means engage in the Exploitation of any business (A) intravenous small molecule anti-hypertensive agent, (B) intravenous small molecule antiplatelet agent or other endeavor involving products or services that are (C) intravenous direct thrombin inhibitor anywhere in the same or similar to products or services world (the “Company Products or ServicesRestricted Business”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Term, provided such business or endeavor is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes an interest in any Person that engages directly or indirectly involved in the Restricted Business in any capacity, including as an ownera partner, shareholder, member, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partnertrustee or consultant; provided, memberhowever, advisorthat, lendernotwithstanding the foregoing, consultant this Section 9.10(a) shall not prohibit Seller Parent or in any other individual Restricted Party or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), of their respective Affiliates from (i) Executive may become employed by acquiring or owning securities of a partnership, corporation Person whose securities are publicly traded on a recognized securities exchange or other organization that is engaged quotation system representing not in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to excess of five percent (5%) of any class of such securities; (ii) after giving effect to the outstanding capital stock Transactions, continuing to engage in any business currently conducted by any Restricted Party or any of their respective Affiliates, whether or not any one or more products or services associated with such business activities might be deemed to be competitive in some manner with the Restricted Business, including, for the avoidance of doubt, the Exploitation of the products and product candidates of Seller Parent and its Subsidiaries other than the Products and the utilization of the Excluded Assets, but excluding the development or commercialization of any publicly-traded corporation product candidate competitive in some manner with the Restricted Business, it being understood and agreed that the product candidates set forth on Schedule 9.10 are not competitive with the Restricted Business; (iii) purchasing products or services from, or selling products or services to, or otherwise engaging in a subcontracting or commercial relationship with, an entity that is engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, and Restricted Business; (iv) Executive shall only performing its obligations under this Agreement or any Ancillary Agreement or otherwise taking actions in connection with the winding up of the Business; (v) acquiring any Person (or any interest therein), including through the creation of any joint venture or partnership, that engages, directly or indirectly, in a Restricted Business, if (x) in its last full fiscal year prior to such acquisition, the consolidated revenues of such Person from the Restricted Business constituted less than twenty percent (20%) of the total consolidated revenues of such Person, or (y) in its last full fiscal year prior to such acquisition, the consolidated revenues of such Person from the Restricted Business constituted less than thirty-five percent (35%) of the total consolidated revenues of such Person and, following such acquisition, the applicable Restricted Party uses, until the expiration of the Restricted Period, reasonable best efforts to sell that portion of the business of such Person as constitutes a Restricted Business; or (vi) acquiring rights to any product (whether by purchase, license or otherwise) that may be subject to used in a Restricted Business, as long as either such product is not so employed or is a product that falls within the restrictions contained exception set forth in clause (v) of this sentence as if any such product was an acquired Person for purposes of such clause (v). For the avoidance of doubt, this Section 2(b9.10(a) to the extent the activity that would otherwise be prohibited shall not bind any purchaser of all or substantially all of Seller Parent’s capital stock or assets, whether by this section poses a reasonable competitive threat to the Companymerger, which determination shall be made by the Company in good faithasset sale, stock sale or otherwise.

Non-Competition. In consideration The Lessee acknowledges that upon and after any termination of this AgreementLease, any competition by any member of the Leasing Group with any subsequent owner or subsequent lessee of the Leased Property (the "Purchaser") would cause irreparable harm to the Lessor and for other good and valuable consideration provided hereunderany such Purchaser. To induce the Lessor to enter into this Lease, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby Lessee agrees and covenants that, during Executive’s employment with from and after the Company end of the seventh (7th) Lease Year and for a period thereafter until the later of (12A) twelve months thereafter, Executive shall notthe expiration of this Lease or (B) the fifth (5th) anniversary of the termination of this Lease on account of a Lease Default, without the prior written consent of the CompanyLessor (which consent shall not be unreasonably withheld or delayed), directly no member of the Leasing Group nor any Subsidiary of any member of the Leasing Group (collectively, the "Limited Parties") shall be involved in any capacity in or indirectly, lend any of their names to or engage in any capacity in any assisted living facility (or become associated with a Competitive Activity. For purposes other facility operated for any use included within the definition of this Section 2(bthe Primary Intended Use), center, unit or program (i) a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Term, provided such business or endeavor is in the United States, or in any foreign jurisdiction Person engaged in which any such activity or any related activity competitive therewith), excluding however any of the Company provides, or has provided during the Termfacilities described on Schedule 11.5 attached hereto (collectively, the relevant Company Products or Services"Excluded Facilities"), and whether such competitive activity (iithe "Competitive Activity") Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, owner, employee, agent, advisor, independent contractor, representativedeveloper, stockholderlender, financial backersponsor, agentventure capitalist, administrator, manager, investor, partner, member, advisor, lenderjoint venturer, consultant or other participant in any other individual or representative capacity whatsoever with any individual, partnership, corporation respect to an assisted living facility (or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(bfacility operated for any use included within the definition of Primary Intended Use), center, unit or program located within a seven (i7) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to five percent (5%) mile radius of the outstanding capital stock Leased Property. The Lessee hereby acknowledges and agrees that none of the time span, scope or area covered by the foregoing restrictive covenants is or are unreasonable and that it is the specific intent of the Lessee that each and all of the restrictive covenants set forth hereinabove shall be valid and enforceable as specifically set forth herein. The Lessee further agrees that these restrictions are special, unique, extraordinary and reasonably necessary for the protection of the Lessor and any Purchaser and that the violation of any publicly-traded corporation engaged in a Competitive Activity if such covenant by any of the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, and (iv) Executive shall only be subject Limited Parties would cause irreparable damage to the restrictions contained in this Section 2(b) Lessor and any Purchaser for which a legal remedy alone would not be sufficient to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination shall be made by the Company in good faithfully protect such parties.

Non-Competition. In consideration Developer acknowledges and agrees that Friendly's has invested a substantial amount of time and money in developing the System and the confidential information associated therewith (the "Confidential Information") and that Friendly's would be unable to protect its System, the Confidential Information and trade secrets against unauthorized use or disclosure and would be unable to encourage a free exchange of ideas and information among Friendly's and its licensees if prospective licensees or licensees were permitted to hold interests in or perform services for any competing business and that the following restrictions are reasonably required in order to protect Friendly's information, marketing strategies, operating policies and other elements of the System from unauthorized appropriation and to ensure that Developer is using its best efforts in employing its financial and management resources effectively to meet and exceed the minimum and target development schedule set forth in this Agreement. Therefore, Developer agrees that, during the term of this Agreement, and for other good and valuable consideration provided hereunderneither Developer nor any of its corporate parent, the receipt and sufficiency of subsidiaries or their affiliates will have any direct or indirect legal or beneficial interest or perform services in any business which are hereby acknowledged by Executiveowns, Executive hereby agrees and covenants thatoperates, during Executive’s employment with the Company and for a period of (12) twelve months thereafterlicenses, Executive shall not, without the prior written consent of the Company, directly franchises or indirectly, engage in or become associated with a Competitive Activity. For purposes of this Section 2(b), develops any restaurant concept which both (i) a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Termhas sit down, provided such business or endeavor is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Servicestable service, and (ii) Executive shall be considered is a mid-scale priced, family style restaurant, coffee shop or ice cream/frozen yogurt shoppe (as defined by CREST operators list as of June 1, 1997) including but not limited to have become “associated with a Competitive Activity” if Executive becomes directly Denny's Shoney's Big Boy, Country Kitchen, Xxx Xxxxx, Cracker Barrel, IHOP, Village Inn, Waffle House, Dairy Queen, Xxxxxxx'x, Xxxxxx, Xxxxxx Xxxxxxx, TCBY or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activitysimilar. Notwithstanding anything else in the above, a restaurant concept which is a mid-scale priced family style restaurant will be deemed competitive if frozen deserts comprise 5% or more of the sales mix as measured on any six (6) month basis. Developer further agrees that for a period of two (2) years after the termination or expiration of this Section 2(b)Agreement, Developer and all of such persons will be subject to the same restriction on competing activities (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in within the Competitive Activity, Territory and (ii) Executive may ownwithin the trade area (as reasonably determined by Friendly's) of any Friendly's Restaurant currently operated by Friendly's or any licensee, for investment purposes onlybut in no event within a radius of three (3) miles from any such restaurant. Developer further acknowledges that this paragraph confers no exclusivity on Developer with respect to Developer's further operation of any Restaurant within the Territory after the expiration or termination of this Agreement. The restrictions of this section shall not be applicable to the Friendly's Restaurants operated under franchise agreements between Developer and Friendly's, up to the ownership of shares of a class of securities listed on a stock exchange or traded on the over-the-counter market that represent five percent (5%) or less of the outstanding capital stock numbers of shares of that class of securities issued and outstanding, or to any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System restaurants franchised by Wendy's International and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated operated by the Company for corporate parent or any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, and (iv) Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination shall be made by the Company in good faithaffiliate of Developer.

Non-Competition. In consideration Except upon Executive’s termination by the Company without Cause or for Constructive Termination, during the period commencing on the Effective Date and ending on the date that is one year following the end of the period of employment (such period, which will be extended by the amount of time during which Executive is in violation of any provision of this Agreement, and for other good and valuable consideration provided hereunderSection 9, the receipt and sufficiency of which are hereby acknowledged by Executive“Restricted Period”), Executive hereby agrees and covenants that, during Executive’s employment with the Company and for a period of (12) twelve months thereafter, Executive shall will not, without in the prior written consent of United States (the Company“Territory”), engage in, manage, operate, finance, control or participate in the ownership, management or financing or control of, become employed by, or become affiliated or associated with, directly or indirectly, engage whether as an officer, director, shareholder, owner, co-owner, affiliate, partner, agent, representative, consultant, independent contractor or advisor, or otherwise render services or advice to, guarantee any obligation of, or acquire or hold (of record, beneficially or otherwise) any direct or indirect interest in a business that sells or become associated with a Competitive Activity. For purposes of this Section 2(b), (i) a “Competitive Activity” means any business or other endeavor involving provides products or services that are the same as or substantially similar to or otherwise competitive with the products or specialized services (provided that such “specialized services” shall not include those services which would unreasonably restrict Executive from utilizing Executive’s education and expertise in future employment, as long as such employment and specialized services are not competitive with the “Company Products or Services”any of its subsidiaries) sold or provided, or that Executive has knowledge are planned to be sold or provided, by the Company or its subsidiaries in the Business at any business time while Executive is an employee or director of the Company is engaged in providing (a “Competitor”); provided, however, that Executive may own, as a passive investment, shares of the date hereof capital stock of any Competitor if (A) such shares are listed on a national securities exchange or at any time during the Term, provided such business or endeavor is traded on a national market system in the United States, or in (B) Executive, together with any foreign jurisdiction in of Executive’s affiliates and Executive’s immediate family members (which the Company providesshall mean Executive’s wife and direct lineal descendants, or has provided during the Termbut shall not include any other blood relative), the relevant Company Products or Services, and owns beneficially (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), (iindirectly) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to less than five percent (5%) of the total number of shares of such entity’s issued and outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapsestock, and (ivC) neither Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would nor any of Executive’s affiliates is otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination shall be made by the Company in good faithassociated directly or indirectly with such Competitor or any of its affiliates.

Non-Competition. In consideration of this Agreement, and for other good and valuable consideration provided hereunder, During (i) the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s 's employment with the Company and for a (ii) the two (2) year period immediately following the Executive's Date of Termination, the Executive (12A) twelve months thereaftershall not engage, Executive shall not, without anywhere within the prior written consent of the Companygeographical areas in which any Sunbeam Entity is then conducting its business operations, directly or indirectly, engage alone, in association with or become associated with as a Competitive Activity. For purposes of this Section 2(b), (i) a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Term, provided such business or endeavor is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an ownershareholder, principal, employeeagent, partner, officer, director, independent contractoremployee or consultant of any other organization, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity business (a "Competitive Business") which competes with any individualbusiness then being conducted by such Sunbeam Entity; (B) shall not solicit or encourage any officer, partnershipemployee or consultant of any of the Sunbeam Entities to leave the employ of any of the Sunbeam Entities for employment by or with any Competitive Business; and (C) shall not solicit, corporation divert or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b)take away, (i) or attempt to divert or to take away, the business or patronage of any of the customers or accounts, or prospective customers or accounts, of any Sunbeam Entity, which were contacted, solicited or served by the Executive may become while employed by the Company; provided, however, that nothing herein shall prohibit the Executive from owning a partnershipmaximum of two percent (2%) of the outstanding stock of any publicly traded corporation. Following the Date of Termination, corporation or other organization that is engaged in a Competitive Activity so long as ownership by the Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to of not more than five percent (5%) of the outstanding capital stock of any publicly-publicly traded corporation engaged in shall not constitute a violation hereof. If, at any time, the provisions of this Section 14(c) shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 14(c) shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Executive agrees that this Section 14(c) as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. For purposes of this Section 14(c), the design, manufacture and marketing of outdoor barbecue grills and small kitchen appliances shall be construed to be a Competitive Activity if Business; provided, however, that the stock gross revenues derived from sales of such corporation is either listed on a national stock exchange or on products by such competitor are greater than the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, lesser of (iiii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, 10% of its total revenues and (ivii) Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination shall be made by the Company in good faith$500,000,000.

Non-Competition. In consideration of this Agreement, and for other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment with the Company and for For a period of eighteen (1218) twelve months thereafterfrom the Closing Date (the “Non-Competition Period”), Executive Seller shall not, without and shall cause its Subsidiaries (other than the prior written consent of the CompanyTransferred Subsidiaries) not to, directly or indirectly, anywhere in the United States or within any other geographical area or territory in the world where the Business is presently being conducted, engage in the business of owning, licensing, developing, marketing, manufacturing, producing, selling or become associated with a Competitive Activitydistributing intelligent bandwidth management solutions software and related products and services currently constituting the Business (the “Restricted Business”); provided, however, that in no event shall the Restricted Business be deemed to include the IQ Stream Business or any extension thereof. For purposes Notwithstanding the foregoing, nothing herein shall prohibit Seller or any of this Section 2(b), its Subsidiaries (other than the Transferred Subsidiaries) from (i) a “Competitive Activity” means owning shares of any business class of securities of Tejas Networks India Private Limited or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Term, provided such business or endeavor is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to five successor thereto representing not more than fifteen percent (515%) of the outstanding capital equity interests thereof (not taking into account any reduction in outstanding equity interests due to any stock buyback or otherwise), (ii) being a passive owner of not more than three percent (3%) of the outstanding shares of any publicly-traded corporation engaged class of securities of a Person that, directly or indirectly, engages in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporationRestricted Business, (iii) if Executive’s employment hereunder is terminated by performing services for, licensing patents to or receiving services from Buyer or any of its Affiliates pursuant to the Company for any reason other than Executive’s deathRelated Agreements, Disability or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, and (iv) Executive shall only be subject to acquiring, and after such acquisition, owning an interest in another Person (or its successor) who is engaged, directly or indirectly, in the restrictions contained Restricted Business if such Restricted Business generated less than the lesser of Seven Million Five Hundred Thousand Dollars ($7,500,000.00) of total consolidated annual revenues and fifteen percent (15%) of such Person’s total consolidated annual revenues, in this Section 2(bthe last completed fiscal year; provided, that Seller sells, terminates or otherwise disposes of such Restricted Business within one (1) to year, or (v) selling products to, servicing, soliciting or receiving products or services from or otherwise engaging in any commercial activities with (in each case, in the extent ordinary course of business) a Person engaged in the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to Restricted Business or any customer, supplier, licensor or licensee of the Company, which determination shall be made by Restricted Business or Buyer so long as neither Seller nor any of its Subsidiaries engages in or participates in the Company in good faithRestricted Business.

Non-Competition. In consideration of this Agreement, and for other good and valuable consideration provided hereunder, At all times while the receipt and sufficiency of which are hereby acknowledged Executive is employed by Executive, Executive hereby agrees and covenants that, during Executive’s employment with the Company and for a period of any Post- Employment Non-Compete Period (12defined below) twelve months thereafterelected by the Company, the Executive shall not, without the prior written consent of the Company, directly or indirectly, engage in or become associated with a Competitive Activity. For purposes of this Section 2(b)have any interest in any sole proprietorship, (i) a “Competitive Activity” means any partnership, corporation or business or any other endeavor involving products person or services that are the same or similar to products or services entity (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Term, provided such business or endeavor is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved whether as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backerpartner, agent, partnersecurity holder, member, advisor, lendercreditor, consultant or otherwise) that directly or indirectly (or through any affiliated entity) engages in competition with the Company (based on the business in which the Company was engaged or was actively planning on being engaged as of the date of termination of the Employee’s employment and in the geographic areas in which the Company operated or was actively planning on operating as of date of termination of the Employee’s employment); provided that such provision shall not apply to the Executive’s ownership of Common Stock of the Company or the acquisition by the Executive, solely as an investment, of securities of any other individual or representative capacity with any individual, partnership, corporation or other organization issuer that is engaged registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System, or any similar system or automated dissemination of quotations of securities prices in a Competitive Activity. Notwithstanding anything else in this Section 2(b)common use, (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as the Executive has no does not control, acquire a controlling interest in or become a member of a group which exercises direct or indirect responsibilities or involvement in the Competitive Activitycontrol or, (ii) Executive may own, for investment purposes only, up to more than five percent (5%) of the outstanding any class of capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation. As used herein, (iii) if Executive’s employment hereunder is terminated by the “Post Employment Non- Compete Period” shall be any period up to one year immediately following the Termination Date that the Company for any reason other than Executive’s deathmay elect, Disability or Causein its complete discretion, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, and (iv) Executive shall only to be subject to the restrictions contained restrictive covenant set forth in this Section 2(b) 6.1. For the avoidance of doubt, the Company may elect not to have any Post Employment Non-Compete Period apply. Within 10 days after the extent Termination Date, the activity that would otherwise be prohibited Company shall notify Executive in writing whether or not it is electing to impose a Post Employment Non-Compete Period and, if applicable, the duration of any such period. During any Post Employment Non-Compete Period elected by this section poses a reasonable competitive threat to the Company, which determination the Company shall be made continue to pay Executive his Base Salary hereunder, in the same amount and manner as if Executive was still employed by the Company in good faithCompany.

Non-Competition. In consideration of Provided that this Agreement, and for other good and valuable consideration provided hereunderAgreement has not been breached by the Corporation, the receipt and sufficiency Employee agrees that he shall not at any time prior to one (1) year after the expiration or termination of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s his employment with the Company and for Corporation, own, manage, operate, be a period of (12) twelve months thereafterdirector or an employee of, Executive shall notor a consultant to any person, without the prior written consent of the Companybusiness, directly or indirectlycorporation, engage in or become associated with a Competitive Activity. For purposes of this Section 2(b)partnership, (i) a “Competitive Activity” means any business trust, limited liability company or other endeavor involving products firm or services that are the same or similar to products or services enterprise (the “Company Products or Services”"Person") that any business of the Company which is engaged in providing marketing, selling or distributing products or in developing product candidates in the United States which are directly competitive with products or product candidates in development as evidenced by the current written product development plan and/or business plan of the Corporation at the time of termination of the Employee's employment and/or described in the Corporation’s most recent filing on Form 10-K with the Securities and Exchange Commission as of the date hereof of the termination of the Employee’s employment. If any of the provisions of this section, or at any time during part thereof, is hereinafter construed to be invalid or unenforceable, the Termsame shall not affect the remainder of such provision or provisions, provided which shall be given full effect, without regard to the invalid portions. If any of the provisions of this section, or any part thereof, is held to be unenforceable because of the duration of such business provision, the area covered thereby or endeavor the type of conduct restricted therein, the parties agree that the court making such determination shall have the power to modify the duration, geographic area and/or other terms of such provision and, as so modified, said provision shall then be enforceable. In the event that the courts of any one or more jurisdictions shall hold such provisions wholly or partially unenforceable by reason of the scope thereof or otherwise, it is in the United States, intention of the parties hereto that such determination not bar or in any foreign jurisdiction way affect the Corporation's right to the relief provided for herein in which the Company provides, courts of any other jurisdictions as to breaches or has provided during the Termthreatened breaches of such provisions in such other jurisdictions, the relevant Company Products or Services, and (ii) Executive shall be considered above provisions as they relate to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may owneach jurisdiction being, for investment purposes onlythis purpose, up to five percent (5%) of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System severable into diverse and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, and (iv) Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination shall be made by the Company in good faithindependent covenants.

Non-Competition. In consideration Each of this Agreement, and for other good and valuable consideration provided hereunder, the receipt and sufficiency of which are Members hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment with acknowledges that the Company and MLP operate in a competitive business and compete with other Persons operating in the midstream segment of the oil and gas industry for acquisition opportunities. Each of the Members agrees that during the period that it is a period of (12) twelve months thereafterMember, Executive it shall not, without the prior written consent of the Company, directly or indirectly, use any of the confidential information it receives as a Member or which its designee receives as a Director of the Company to compete, or to engage in or become associated with interested financially in as a Competitive Activity. For purposes of this Section 2(b), (i) a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Term, provided such business or endeavor is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officerpartner, director, independent contractor, representative, stockholder, financial backershareholder, agent, partnermanager, memberowner, advisor, lender, consultant guarantor of any Person that competes in North America with the business conducted by the Company, Plains AAP, PAA GP and the MLP. Each of the Members also acknowledge that EnCap Investments L.L.C. and Persons that it controls (“EnCap”), Xxxxx Xxxxxxxx Capital Advisors L.P. and its Affiliates (“Xxxxx Xxxxxxxx”) and Wachovia and its affiliates may make and manage investments in the energy industry in the ordinary course of business (such investments “Institutional Investments”). The Members agree that EnCap, Xxxxx Xxxxxxxx and Wachovia and its affiliates may make Institutional Investments, even if such Institutional Investments are competitive with the Company’s and its Subsidiaries’ business, so long as such Institutional Investments are not in violation of the provisions of Section 12.6 or in any other individual the second sentence of this Section 13.1 or representative capacity obligations owed to the Company under applicable law with any individual, partnership, corporation respect to usurpation of an opportunity legally belonging to the Company or other organization its Subsidiaries. Each of the Members confirms that is engaged in a Competitive Activity. Notwithstanding anything else the restrictions in this Section 2(b), (i) Executive may become employed 13.1 are reasonable and valid and all defenses to the strict enforcement thereof are hereby waived by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to five percent (5%) each of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the Members. The restrictions contained in this Section 2(b13.1 shall in no way impair the rights granted (i) shall lapse, and (iv) Executive shall only be subject to Xxxxx X. Xxxxxx pursuant to the restrictions contained in this Section 2(bXxxxxx Employment Agreement or (ii) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat Xxxx X. Xxxxxxx pursuant to the Companyany employment agreement between Xxxxxxx and Plains Resources, which determination shall be made by the Company in good faith.Inc.

Non-Competition. In consideration for the issuance to Harris of this Agreement, shares of the Company pursuant to the Formation Agreement and for other good and valuable consideration provided hereunderthe performance by Stratex of its obligations under the Agreements (collectively, the receipt and sufficiency of which are hereby acknowledged by Executive“Non-Compete Consideration”), Executive hereby Harris agrees and covenants that, during Executive’s employment with the Company period commencing on the date of this Agreement and for a period ending on the fifth anniversary of (12) twelve months thereafterthe date hereof, Executive shall Hxxxxx will not, without the prior written consent and will not permit any of the Companyits Subsidiaries to (a) engage, directly or indirectly, engage in the Restricted Business, (b) form any Person other than the Company and its Subsidiaries (a “Covered Person”) or become associated with a Competitive Activity. For purposes change or extend the current business activities of this Section 2(b)any existing Covered Person for the purpose of engaging, directly or indirectly, in the Restricted Business or (c) invest, directly or indirectly, in any Covered Person engaged, directly or indirectly, in the Restricted Business in any material respect; provided, however, that notwithstanding the foregoing Hxxxxx and/or its Subsidiaries may (i) a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business collectively own less than 20% of the Company is total equity interests in any Covered Person engaged in providing the Restricted Business as long as none of the date hereof employees of Hxxxxx or at any time during the Term, provided such business or endeavor of its Subsidiaries is involved in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activitymanagement of such Covered Person, (ii) Executive may ownparticipate as a passive investor with no management rights in any investment fund that holds an ownership interests in Covered Persons engaged in the Restricted Business which is managed by Persons that are not Affiliates of Hxxxxx (each, for investment purposes an “Unaffiliated Person”) (x) with any employee benefit or retirement plan funds and (y) with any other funds subject, in the case of this clause (y) only, up to five percent (5%) a maximum interest in such investment fund of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System 15% and if Executive is not otherwise affiliated with such corporation, (iii) acquire a Covered Person or business unit of a Covered Person engaged in the Restricted Business if Executive(x) the Restricted Business contributed less than 20% of such Covered Person’s employment hereunder is terminated by or business unit’s, as applicable, total revenues (based on its latest annual audited financial statements, if available) and (y) such Covered Person or Hxxxxx, as applicable, divests or ceases to conduct the Company for any reason other than Executive’s deathRestricted Business within 18 months after the acquisition date. Notwithstanding anything in this Agreement to the contrary, Disability or Causethe defined term “Restricted Business” shall not include, or by Executive for Good Reason, then and the restrictions prohibition contained in this Section 2(b2 shall in no way prohibit Hxxxxx and/or its Subsidiaries from, (a) shall lapsepurchasing and reselling products produced by, and marked with the brands of, an Unaffiliated Person in connection with the sale, service, design or maintenance of a system that contains or uses microwave radios or related components, systems or services or (ivb) Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited developing, manufacturing, distributing or selling microwave radios or related components, systems or services for use by this section poses a reasonable competitive threat to the Company, which determination shall be made by the Company in good faithGovernment Entities.

Non-Competition. In consideration of this Agreement, The Optionee covenants and for other good and valuable consideration provided hereunder, agrees that during the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during ExecutiveOptionee’s employment with the Company Employment and for a period of twelve (12) twelve months thereafter, Executive (and such period shall not, without be tolled on a day-to-day basis for each day during which the prior written consent Optionee participates in any activity in violation of the Companyrestrictions set forth in this Section 5(a)) following the Optionee’s termination of Employment, whether such termination occurs at the insistence of the Company or its Affiliates or the Optionee (for whatever reason), the Optionee will not, directly or indirectly, engage alone or in association with others, anywhere in the Territory (as defined below), own, manage, operate, control or become associated participate in the ownership, management, operation or control of, or be connected as an officer, employee, investor, principal, joint venturer, shareholder, partner, director, consultant, agent or otherwise with, or have any financial interest (through stock or other equity ownership, investment of capital, the lending of money or otherwise) in, any business, venture or activity that directly or indirectly competes, or is in planning, or has undertaken any preparation, to compete, with the Business of the Company or any of its Immediate Affiliates (any Person who engages in any such business venture or activity, a Competitive Activity“Competitor”), except that nothing contained in this Section 5(a) shall prevent the Optionee’s wholly passive ownership of two percent (2%) or less of the equity securities of any Competitor that is a publicly-traded company. For purposes of this Section 2(b5(a), (i) a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business Business of the Company or any of its Immediate Affiliates” is engaged in that of arts and crafts specialty retailer providing materials, ideas and education for creative activities, as well as any other business that the Company or any of the date hereof its Immediate Affiliates conducts or is actively planning to conduct at any time during the TermOptionee’s Employment, provided or with respect to the Optionee’s obligations following his or her termination of Employment the twelve (12) months immediately preceding the Optionee’s termination of Employment; provided, that the term “Competitor” shall not include any business, venture or activity whose gross receipts derived from the retail sale of arts and crafts products (aggregated with the gross receipts derived from the retail sale of arts and crafts projects of any related business, venture or activity) are less than ten percent (10%) of the aggregate gross receipts of such business businesses, ventures or endeavor activities. For purposes of this Section 5(a), the “Territory” is in comprised of those states within the United States, or in those provinces of Canada, and any foreign jurisdiction other geographic area in which the Company providesor any of its Immediate Affiliates was doing business or actively planning to do business at any time during the Optionee’s Employment, or has provided during with respect to the TermOptionee’s obligations following his or her termination of Employment the twelve (12) months immediately preceding the Optionee’s termination of Employment. For purposes of this Section, “Immediate Affiliates” means those Affiliates which are one of the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), following: (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in subsidiary of the Competitive ActivityCompany, (ii) Executive may own, for investment purposes only, up a parent to five percent (5%) of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange Company or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability a direct or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, and (iv) Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses indirect subsidiary of such a reasonable competitive threat to the Company, which determination shall be made by the Company in good faithparent.

Non-Competition. In consideration of this Agreement, and for other good and valuable consideration provided hereunder, The Executive agrees that the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants thatwill not, during Executive’s employment with the Company and for a period of (12) twelve months thereafter"Restrictive Period", Executive shall notas defined below, without the prior written consent of the Companyengage in, or otherwise directly or indirectlyindirectly be employed by, engage or act as a consultant or lender to, or be a director, officer, employee, owner, co-venturer, member or partner of, or use or expressly permit the Executive's name to be used by (collectively an "Engagement With"), any business, entity or organization which has a primary line of business (i.e. representing more than 4.9% of its revenue) involving the sale at retail, whether from store locations, and/or by or from direct mail, catalogues and/or websites, of party goods and/or supplies anywhere in or become associated with the United States (a Competitive Activity. For purposes "Competing Entity"); provided, however, that in each case the provisions of this Section 2(b), (i8(a) a “Competitive Activity” means any business or other endeavor involving products or services that are will not be deemed breached merely because the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Term, provided such business or endeavor is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to owns not more than five percent (55.0%) of the outstanding capital common stock of any publicly-traded corporation engaged in a Competitive Activity if Competing Entity, if, at the time of its acquisition by the Executive, such stock of such corporation is either listed on a national stock exchange securities exchange, is reported on NASDAQ, or on is regularly traded in the NASDAQ National Market System over-the-counter market by a member of a national securities exchange; and provided, further, however, that, subject to the provisions of Section 8(b), nothing herein shall prevent the Executive from working for a business segment or department of a Competing Entity, or a subsidiary, division or other entity that controls or is controlled by a Competing Entity if (and only if), the business segment or department of the Competing Entity for which the Executive provides services, or the subsidiary, division or other entity by which the Executive has an Engagement With (as the case may be), (1) does not itself compete with the Company, and (2) the Executive does not provide any services, advice, assistance and/or guidance to any business segment or department, subsidiary, division, or other entity of the Competing Entity which competes with the Company. As used in this Section the "Restrictive Period" shall be (i) the period the Executive is not otherwise affiliated with such corporation, employed by the Company and (iiiii) if Executive’s employment hereunder is terminated the period of one (1) year after the Executive ceases to be employed by the Company for any reason other than reason, or, in the case of the Executive’s death's Engagement With any Competing Entity that operates retail stores which are located in any states where the Company has retail stores on the date of the Executive's cessation of employment, Disability or Cause, or by the period of eighteen (18) months period after the Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, and (iv) Executive shall only ceases to be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination shall be made employed by the Company in good faithfor any reason.

Non-Competition. (a) In consideration of the benefits of this Agreement to the Principal Stockholder and in order to induce RCGI to enter into this Agreement, the Principal Stockholder hereby covenants and for other good agrees that from and valuable consideration provided hereunderafter the Closing and until the later of (i) the third anniversary of the Closing Date and (ii) one (1) year after the termination of the Principal Stockholder's employment by the Company, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment with the Company and for a period of (12) twelve months thereafter, Executive Principal Stockholder shall not, without the prior written consent of the Companyand shall cause any employee or Affiliate not to, directly or indirectly, engage in or become associated with as a Competitive Activity. For purposes of this Section 2(b)partner, (i) a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Term, provided such business or endeavor is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officerstockholder, director, independent contractorconsultant, representativejoint venturer, stockholder, financial backer, agent, partner, member, advisor, lender, consultant investor or in any other individual capacity, engage in, or representative capacity with own, manage, operate or control, or participate in the ownership, management, operation or control of, any individualbusiness or entity which engages anywhere in the United States of America in (x) the sale of crop production inputs and services at retail or (y) the sale of the crop production inputs set forth in Schedule 6.2.2 at wholesale (a "Competing Business"); provided, partnershiphowever, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), nothing herein shall prohibit the Principal Stockholder from (i) Executive may become employed by owning not more than 5.0% of any class of securities of a partnership, corporation or other organization that is engaged publicly traded entity in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive ActivityCompeting Business, (ii) Executive may ownacquiring and following such acquisition, for investment purposes onlyactively engaging in, up to five percent (5%) of the outstanding capital stock of any publicly-traded corporation business enterprise partially engaged in a Competitive Activity if Competing Business, so long as not more than 20% of the stock fair market value of such corporation business, as determined in good faith by the Principal Stockholder and certified to RCGI by the Principal Stockholder, is either listed on a national stock exchange attributable to such Competing Business, or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) acquiring, and following such acquisition, actively engaging in, any business enterprise partially engaged in a Competing Business, provided that if Executive’s employment hereunder is terminated more than 20% of the fair market value of such business, as determined in good faith by the Company for any reason other than Executive’s deathPrincipal Stockholder and certified to RCGI by the Principal Stockholder, Disability or Cause, or by Executive for Good Reasonis attributable to such Competing Business, then such business shall divest itself of the restrictions contained subsidiary, division, group, franchise or segment which engages in this Section 2(b) shall lapsesuch Competing Business as soon as practicable after the date of such acquisition, and (iv) Executive shall only provided, further, that with respect to any purchase intended to be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses accounted for as a reasonable competitive threat to the Companypooling of interests under GAAP or treated for federal income tax purposes as a tax-free reorganization, which determination no such divestiture shall be made by required until, in the Company in good faithreasonable opinion of the acquiror, such divestiture would no longer endanger the accounting of such acquisition as a pooling of interests under GAAP or the treatment for federal income tax purposes of such acquisition as a tax-free reorganization.

Non-Competition. In Provided the Company is not in default hereunder, in consideration of this Agreementthe Company's promise to disclose, and for disclosure of, its Confidential Information and other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by ExecutiveEmployee, Executive Employee hereby agrees and covenants thatthat until the later of the last day of the Term or until the Employee's date of termination of, during Executive’s or resignation from, employment with from the Company and or any of its subsidiaries or affiliates for a period any reason, including the expiration of the Term (12) twelve months thereafterthe “Restricted Period”), Executive Employee shall not, without the prior written consent of the Company, directly or indirectly, engage in in, assist or become associated with a Competitive Activity. For purposes of this Section 2(b), ): (i) a “Competitive Activity” means means, at the time of Employee's termination, any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that in any business of jurisdiction conducted by the Company is engaged or any of its subsidiaries or affiliates (or demonstrably anticipated by the Company or its subsidiaries or affiliates in providing any jurisdiction as of the date hereof Effective Date or at any time during the Term, provided such business or endeavor is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, thereafter); and (ii) Executive Employee shall be considered to have become “associated with a Competitive Activity” if Executive Employee becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b)the foregoing, (i) Executive Employee may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in make and retain investments during the Competitive Activity, (ii) Executive may ownRestricted Period, for investment purposes only, up to five percent (in less than 5%) % of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive Employee is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder corporation is terminated by not directly involved with the Company for any reason other than Executive’s death, Disability provision of direction or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, and (iv) Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination shall be made by the Company in good faith.management of such entity;

Non-Competition. In Hall acknowledges that the covenants and --------------- agreements in this Section 10 are in consideration of Hall's employment with ENI under this AgreementAgreement and Hall's opportunity to increase his shareholdings in ENI as a result of the recapitalization, and for are necessary to protect the legitimate interests of ENI, its employees, and the other good and valuable consideration provided hereundershareholders of ENI. During the Period of Restriction (as hereinafter defined), the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment with the Company and for a period of Hall will not (12a) twelve months thereafter, Executive shall not, without the prior written consent of the Companyengage, directly or indirectly, engage anywhere in North America, alone or become associated with as a Competitive Activity. For purposes shareholder (other than as a holder of this Section 2(b), (i) a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Term, provided such business or endeavor is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to less than five percent (5%) of the outstanding capital common stock of any publicly-publicly traded corporation corporation), partner, officer, director, employee or consultant of any other business organization that is engaged or becomes engaged in a Competitive Activity if business the stock Designated Industry (as hereinafter defined), (b) divert to any competitor of ENI, any customer of ENI, or (c) solicit or encourage any officer, key employee or consultant of ENI to leave its employ for alternative employment in the Designated Industry. For purposes of this Section 10, the term "Designated Industry" shall mean any business activity that ENI is conducting at the time of the termination of Hall's employment with ENI or of which Hall has or should have knowledge that ENI then proposes to conduct, including but not limited to (i) engineering, procurement and construction management services relating to coal processing facilities, mineral processing facilities or environmental projects to the extent that such corporation is either listed on a national stock exchange services are competitive with any services offered or on provided by ENI, (ii) the NASDAQ National Market System design or manufacture of machinery and if Executive is not otherwise affiliated equipment for use in coal processing or the processing of other minerals to the extent that such machinery or equipment would be competitive with such corporationany machinery and equipment designed, manufactured or distributed by ENI, and (iii) if Executive’s employment hereunder is terminated the design, manufacture or distribution of any industrial threaded fasteners or similar products that are competitive with any products designed, manufactured or distributed by ENI. For purposes of this Agreement, the "Period of Restriction" shall be the period commencing on the Commencement Date and ending three (3) years from the last day of the Term of this Agreement. If at any time the provisions of this Section 10 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 10 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the Company for any reason court or other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then body having jurisdiction over the restrictions contained in matter; and Hall agrees that this Section 2(b) shall lapse, and (iv) Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination 10 as so amended shall be made by the Company in good faithvalid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. In consideration Lessee acknowledges that upon and after any termination of this AgreementLease, any competition by any member of the Leasing Group with any subsequent owner or subsequent lessee ofthe Leased Property (the "Purchaser") would cause irreparable harm to Lessor and any such Purchaser. To induce Lessor to enter into this Lease, Lessee agrees that, from and after the date hereofand thereafter until (a) in the case ofthe expiration ofthe Initial Term or a termination ofthis Lease, the ffth (5th) anniversary of the termination hereof or of the expiration of the Initial Term, as applicable, and for other good and valuable consideration provided hereunder(b) in the case of an expiration of any of the Extended Terms, the receipt and sufficiency of which are hereby acknowledged by Executivesecond (?nd) anniversary ofthe expiration ofthe applicable Extended Term, Executive hereby agrees and covenants that, during Executive’s employment with the Company and for a period of (12) twelve months thereafter, Executive shall not, without the prior written consent of the Companyno member ofthe Leasin5 Group nor any Person holding or controlling, directly or indirectly, any interest in ai-iy member ofthe Leasing Group (collectively, the "Limited Parties")shall be involved in any capacity in or lend any oftheir names to or engage in any capacity in any assisted living facility, center, unit or become associated with a Competitive Activity. For purposes of this Section 2(b), program (i) a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Term, provided such business or endeavor is in the United States, or in any foreign jurisdiction Person engaged in any such activity or any related activity competitive there with) other than (a) those set forth on Schedule I 1..4 anneYed hereto, (b) those activities in which a Meditrust/Emeritus Transaction Affiliate is permitted to engage by the Company providesprovisions ofthe Meditrust/Emeritus Transaction Documents which relate to any such facility, center, unit or has provided during the Term, the relevant Company Products or Services, program and (iic) Executive the acquisition of an ownership interest in any such facility, center, unit or program which is part of a single transaction in which an ownership interest in at least four (4) other facilities, centers, units or programs (provided, however, that if such acquisition occurs within the last twelve month period of the Initial Term or any of the Extended Terms, Lessee shall have the benefit ofthis clause (c) only ifat the time such acquisition occurs Lessee has already (x) exercised in that twelve month period its right under Section 1. i hereof to extend the Term for another Extended Term or (y) given a Purchase Option Notice and has waived any right to rescind the same based upon the determination of the Fair Market Value ofthe Leased Property), whether such competitive activity shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an offcer, director, owner, principal, employee, officeragent, directoradvisor, independent contractor, representativedeveloper, stockholderlxxx.xx, financial backersponsor, agentventure capitalist, administrator: manaaer, investor, partner, member, advisor, lenderjoint venturer, consultant or other participant in anv capacity whatsoever with respect to an assisted living facility, center, unit or program loeated within a five (5) mile radius of the Leased Property. 63 Lessee hereby aclaiowledges and agrees that none ofthe time span, scope or area covered by the foregoing restrictive covenants is or are unreasonable arid 2hat it is th.e specific intent of Lessee that each and all ofthe restrictive covenants set forth. hereinabove shall be valid and enforceable as specifically set forth herein. Lessee fizrther agrees that these restrictions are special, unique, extraordinary and reasonably necessarv for the protection of Lessor and any Purchaser and that the violation ofany such covenant by any of the Limited Parties would cause irreparable damage to Lessor and any Purchaser for which a legal remedy alone would not be sufficient to fully protect such parties. Therefore, in addition to and without limiting any other individual remedies available at law or representative capacity with hereunder, in the event that any individualof the Limited Parties breaches any of the restrictive covenants hereunder or shall threaten breach of any of such covenants, partnershipthen Lessor and any Purchaser shall be entitled to obtain equitable remedies, corporation including specific performance and injunctive relief, to prevent or other organization that is engaged otherwise restrain a breach ofthis Section 11.5.4 (without the necessity ofposting a bond) and to recover any and all costs and expenses (including, without limitation, reasonable attorneys' fees and expenses and court costs) incurred in a Competitive Activity. Notwithstanding anything else in enforcing the provisions of this Section 2(b)11.5.4. The existence of any claim or cause of action of any of the Limited Parties or any member of the Leasirig Group against Lessor or any Purchaser, (i) Executive may become employed whether predicated on this Lease or otherwise, shall not constitute a defense to the enforcement by Lessor or any Purchaser ofthe foregoing restrictive covenants and the Limited Pairties shall not defend on the basis that there is an adequate remedy at law. Without limiting any other provision ofthis Lease, the parties hereto acknowledae that the foregoing restrictive covenants are severable and separate. Ifat any time any of the foreaoing restrictive covenants shall be deemed invalid or unenforceable by a partnershipcourt lxxxxx jurisdiction over this Lease, corporation by reason of beina vague or unreasonable as to duration, or geographic scope or scope of activities restricted, or for any other organization reason, such covenants shall be considered divisible as to such portion and such covenants shall be immediatel5 amended and reformed to include only such covenants as are deemed reasonable and enforceable by the court having jurisdiction over this Lease to the full duration, geographic scope and scope of restrictive activities deemed reasonable and thus enforceable by said court; and the pairties agree that is engaged in a Competitive Activity such covenar.ts as so long amended and reformed, shall be valid and b?nding as Executive throuah the invalid or unenforceable portion has no direct or indirect responsibilities or involvement in not been included therein. The provisions of this Section I 1.5.4 shall survive the Competitive Activity, (ii) Executive may own, for investment purposes only, up to five percent (5%) termination of the outstanding capital stock Lease and any satisfaction ofthe Lease Obliaations in connection therewith or subsequent thereto. The parties hereto acl;nowledae and aaree that any Purchaser may enforce the provisions of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, and (iv) Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses 11..4 as a reasonable competitive threat to the Company, which determination shall be made by the Company in good faith.third party beneficiary. 11. Intentionallv deleted. 6.4 11.5.6 Intentionallv deleted. 11.5.7 Intentionallv deleted. 11.5.8

Non-Competition. In consideration order that Purchaser and its Affiliates may have and enjoy the full benefit of this Agreementthe Businesses, and for other good and valuable consideration provided hereunder, until the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment with the Company and for a period earlier of (12a) twelve months thereafter, Executive shall not, without the prior written consent third anniversary of the CompanyClosing Date and (ii) the time Xxx Xxxxxx and Xxxxxx Xxxx cease to be employees of or otherwise provide services to Parent, Star Mountain or any of their respective Affiliates (the "Non-Competition Period"), neither Sellers nor any of their Subsidiaries will, directly or indirectly, engage in any activity involving, or become associated with a Competitive Activity. For purposes own any equity of this Section 2(b)or debt convertible into equity of, (i) a “Competitive Activity” means control, operate or assist an entity that is in, any business or other endeavor involving products or services that are competes with the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Term, provided such business or endeavor is in the United States, or Project Management Business in any foreign jurisdiction in which the Company providesProject Management Business operates (the "Competitive Business") or provide any project management related services to a Competitive Business or license, sublicense or has otherwise make available to any Person any project management related technology or intellectual property that can be utilized to engage in the Competitive Business; provided, however, that the foregoing shall not prohibit Sellers or any of their Subsidiaries from (i) acquiring, directly or indirectly, securities of any Person traded in a public market that participates in a Competitive Business; provided during that Sellers and their Subsidiaries do not, in the Termaggregate, the relevant Company Products own more than 5% of any class of securities of such Person; or Services, and (ii) Executive shall be considered acquiring a company (the "Diversified Company") or a business having not more than 25% of its gross revenues attributable to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an ownerBusiness, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as, with respect to such Diversified Company or business acquired, such Seller and/or its Subsidiaries shall have divested itself within 12 months of its acquisition of such Diversified Company of the assets of such Diversified Company that constitute the Competitive Business and pending such disposition of the Competitive Business, Sellers and/or its Subsidiaries, as Executive has no direct applicable, puts into place procedures reasonably designed to ensure the autonomy and independence of the entity or indirect responsibilities or involvement division engaged in the Competitive ActivityBusiness. Notwithstanding the foregoing, (ii) Executive may own, for investment purposes only, up to five percent (5%) of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions nothing contained in this Section 2(b) 5.7 shall lapseprevent the Sellers or any of their Subsidiaries through the Government group from providing project management services to government agencies or non-governmental parties involved in government contracts. In the event that the provisions of this Section 5.7 should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by applicable law in any jurisdiction, and (iv) Executive then such provisions shall only be subject deemed reformed in such jurisdiction to the restrictions contained in maximum permitted by applicable law. If any Seller violates any of its obligations under this Section 2(b) to 5.7, Purchaser and its Affiliates may proceed against such Seller in law or in equity for such damages or other relief as a court may deem appropriate. Sellers each acknowledge that a violation of this Section 5.7 will cause Purchaser and its Affiliates irreparable harm which cannot be adequately compensated for by money damages. Each Seller therefore agrees that in the extent the activity that would otherwise be prohibited by event of any actual or threatened violation of this section poses a reasonable competitive threat to the CompanySection 5.7, which determination Purchaser and its Affiliates shall be made by entitled, in addition to other remedies that they may have, to a temporary restraining order and to preliminary and final injunctive relief against Sellers or such Subsidiary of Sellers to prevent any violations of this Section 5.7, without the Company in good faithnecessity of proving actual damages or posting a bond.

Non-Competition. In consideration of this Agreement, and for other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged (a) Employee agrees that during his employment by Executive, Executive hereby agrees and covenants that, during Executive’s employment with the Company (which shall be deemed to include the period in which Employee is receiving any severance payments set forth in Section 8(g) hereto) and for a period of three (123) twelve months thereafteryears from the termination or expiration of Employee's employment with the Company (or Zygo as the case may be) (the "Non-Competitive Period"), Executive Employee shall not, without the prior written consent of the Company, directly or indirectly, engage in or become associated with a Competitive Activity. For purposes of this Section 2(b)as owner, (i) a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Termpartner, provided such business or endeavor is in the United Statesjoint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any foreign jurisdiction in which the Company providescapacity whatsoever engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, or has have any connection with, any business engaged in the research, development, testing, design, manufacture, sale, lease, marketing, utilization or exploitation of any products or services which are designed for the same purpose as, are similar to, or are otherwise competitive with, products or services of the Company, Zygo or any of their respective subsidiaries or affiliates which are being sold or provided during or reasonably proposed to be provided at the Termtime of termination or expiration of Employee's employment, in any geographic area where, at the time of the termination or expiration of his employment hereunder, the relevant Company Products business of the Company, Zygo or Services, and (ii) Executive shall any of their respective subsidiaries or affiliates was being conducted or was proposed to be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or conducted in any other individual or representative capacity with any individualmanner whatsoever; PROVIDED, partnershipHOWEVER, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to five percent (5%) of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder event Employee is terminated by the Company for any reason other than Executive’s death, Disability without justifiable cause or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) Non-Competitive Period shall lapse, and (iv) Executive shall only be subject reduced to the restrictions contained later of (i) one (1) year from date of the termination of the benefits conferred upon the Employee pursuant to Section 8(h)(ii) or (ii) three (3) years from the date of the Effective Time of the Merger; PROVIDED FURTHER, that Employee may own any securities of any corporation which is engaged in this Section 2(bsuch business and is publicly owned and traded but in an amount not to exceed at any one time two percent (2%) to of any class of stock or securities of such corporation. In addition, Employee shall not, directly or indirectly, during the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to Non-Competitive Period, request or cause contracting parties, suppliers or customers with whom the Company, which determination shall be made by Zygo or any of their respective subsidiaries or affiliates has a business relationship to cancel or terminate any such business relationship with the Company in good faithCompany, Zygo or any of their respective subsidiaries or affiliates or solicit, interfere with, or entice from the Company, Zygo or any of their respective subsidiaries or affiliates, or otherwise hire, any employee (or former employee) of the Company, Zygo or any of their respective subsidiaries or affiliates.

Non-Competition. In The Company and the Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists and operations of the Company, and have agreed that as an essential inducement for and in consideration of this Agreement, Agreement and for other good the Company’s agreement to make the payment of the amounts described in Sections 2(b) and valuable consideration provided hereunder4 hereof when and as herein described, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants thatagrees, during Executive’s employment except with the Company and for a period of (12) twelve months thereafter, Executive shall not, without the express prior written discretionary consent of the Company, directly or indirectly, engage in or become associated with that for a Competitive Activity. For purposes period of this Section 2(b), one (i1) a “Competitive Activity” means any business or other endeavor involving products or services that are year after the same or similar to products or services Date of Termination (the “Company Products Restrictive Period”), he will not directly or Services”) that indirectly in any manner compete with the business of the Company is engaged by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to (i) any industrial or mixed office/industrial (but not pure office) REIT or real estate operating company (a “Peer Group Member”) or (ii) any other person, firm, partnership, corporation, trust or other entity (including, but not limited to, Peer Group Members), public or private, which, as a material component of its business (other than for its own use as an owner or user), invests in, or otherwise provides capital to, industrial warehouse facilities and properties similar to the Company’s investments and holdings, in providing each case, (A) in any geographic market or territory in which the Company owns properties or has an office either as of the date hereof or at any time during as of the Term, provided such business Date of Termination of the Executive’s employment; or endeavor is in the United States, or (B) in any foreign jurisdiction market in which an acquisition or other investment by the Company providesor any affiliate of the Company is pending or proposed in a written plan as of the Date of Termination, whether or has provided during not embodied in any formalized, written legal document; provided, that the TermExecutive’s continued service on the board of directors of Starwood Hotels and Resorts Worldwide, the relevant Company Products or Services, and (ii) Inc. shall not be deemed to be a violation of this Section 9(b). The Executive shall will not be considered to have become “associated with a Competitive Activity” violated this Section 9(b) if the Executive becomes directly employed, engaged or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or associated in any other individual or representative capacity with any individual, partnership, corporation or other an organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity competes with the Company so long as the Executive has no direct or indirect responsibilities or involvement does not participate in any manner whatsoever in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to five percent (5%) management or operations of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock part of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, and (iv) Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity organization that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination shall be made by the Company in good faithso competes.

Non-Competition. In consideration of the benefits of this AgreementAgreement to Seller and its members, and for other good as a material inducement to Purchaser to enter into this Agreement and valuable consideration provided hereunderpay the Purchase Price, and in order that the receipt Purchaser may have and sufficiency enjoy the full benefit of which are the Assets and the Business, each of Seller, and its members hereby acknowledged by Executive, Executive hereby agrees covenant and covenants agree that, during Executive’s employment with commencing on the Company Closing Date and for a period of ending on the date four years after the Closing Date, Seller will not and will cause its Subsidiaries not to, (12a) twelve months thereafter, Executive shall not, without the prior written consent of the Companyengage, directly or indirectly, engage in or become associated with a Competitive Activity. For purposes of this Section 2(b), (i) a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business wholesale distribution of the Company is engaged in providing as products of the Business being produced or sold by Seller on the date hereof or at on the Closing Date, or any time during products which compete with such products (the Term"Competitive Products") to convenience stores, provided such business or endeavor is anywhere in the United StatesTerritory ("Competitive Activity"), or (b) directly or indirectly invest in any foreign jurisdiction equity of or manage, operate or control or become a consultant with respect to any Competitive Activity for any Person that engages in which any Competitive Activity for the Company providesperiod beginning on the Closing Date and ending on the fourth anniversary of the Closing Date (the "Noncompetitive Period"). Notwithstanding the foregoing, nothing contained herein shall limit the right of Seller, Marsh Supermarkets, Inc. or their respective affiliates and Subsidiarixx xx (a) distribute Competitive Products to stores owned directly or indirectly by Marsh Supermarkets, Inc. in the event of the breach by Purchaser or thx xxxmination of the respective Marsh Supermarkets, LLC or Village Pantry, LLC Distribution Service Agxxxxxnt ("DSA's") to be executed with Purchaser at the Closing, (b) distribute specialty products to convenience stores, either directly or through other wholesalers, including but not limited to (i) coffee and other complimentary or ancillary products through Crystal Food Services or its affiliates, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered products manufactured or produced by the Marsh central kitchen, or (c) to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or hold and make passive investments in xxxxxities of any other individual or representative capacity with any individual, partnership, corporation or other organization Person that is engaged registered on a national securities exchange or admitted to trading privileges thereon or actively traded in a Competitive Activity. Notwithstanding anything else in this Section 2(b), (i) Executive may become employed by a partnership, corporation or other organization generally recognized over-the-counter market; provided that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to five percent (Seller's and its members' aggregate beneficial equity interest therein shall not exceed 5%) % of the outstanding capital stock of any publicly-traded corporation engaged shares or interests in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, and (iv) Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination shall be made by the Company in good faithPerson.

Non-Competition. In consideration of The Seller acknowledges that the covenants and agreements in this Section 10.2 are a condition precedent to the Buyer's obligations to acquire the Acquired Assets under this Agreement, and that the Buyer would not acquire the Acquired Assets but for other good the Seller's agreements with the Buyer in this Section 10.2. Each of the Seller and valuable consideration provided hereunderthe Buyer acknowledges that from and after the Closing Date, the receipt Buyer will sell products to customers located in markets throughout the world and sufficiency of which are hereby acknowledged that engagement by Executive, Executive hereby agrees and covenants that, during Executive’s employment with the Company and for Seller in the Designated Industry (as hereinafter defined) could cause the Buyer irreparable damage. For a period of (12) twelve months thereafterfrom the date hereof until the third year following the last Royalty payment or Contingent Payment, Executive the Seller shall not, without the prior written consent of the CompanyBuyer, (a) engage anywhere in the world, directly or indirectly, engage in alone or become associated with as a Competitive Activity. For purposes shareholder (other than as a holder of this Section 2(b), (i) a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business less than 1% of the Company is engaged in providing as of the date hereof or at any time during the Term, provided such business or endeavor is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to five percent (5%) of the outstanding capital stock of any publicly-traded corporation corporation), member, partner, officer, director, employee or consultant, in any business organization that is engaged or becomes engaged in a Competitive Activity if the stock business of designing, manufacturing or marketing of insert injection molding machines or in the development of such corporation is either listed on a national stock exchange or on machines (the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation"Designated Industry"), (iiib) if Executive’s employment hereunder is terminated by divert to any competitor of the Company for Seller, the Buyer or any reason other than Executive’s deathof its affiliates any customer of the Seller, Disability the Buyer or Causesuch affiliates, or (c) solicit or encourage any officer, employee or consultant of the Seller, the Buyer or any of its affiliates to leave its employ for employment by Executive for Good Reason, then or with the restrictions contained in Seller or any competitor of the Seller or any of their affiliates. If at any time the provisions of this Section 2(b) 10.2 shall lapsebe determined to be invalid or unenforceable, and (iv) Executive shall only be subject by reason of being vague or unreasonable as to the restrictions contained in area, duration or scope of activity, this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination 10.2 shall be made considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by a court or other body having jurisdiction over the Company in good faithmatter; and the Seller agrees that this Section 10.2 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. In consideration for the issuance to Harris of this Agreement, shares of the Company pursuant to the Formation Agreement and for other good and valuable consideration provided hereunderthe performance by Stratex of its obligations under the Agreements (collectively, the receipt and sufficiency of which are hereby acknowledged by Executive“Non-Compete Consideration”), Executive hereby Harris agrees and covenants that, during Executive’s employment with the Company period commencing on the date of this Agreement and for a period ending on the fifth anniversary of (12) twelve months thereafterthe date hereof, Executive shall Hxxxxx will not, without the prior written consent and will not permit any of the Companyits Subsidiaries to (a) engage, directly or indirectly, engage in the Restricted Business, (b) form any Person other than the Company and its Subsidiaries (a “Covered Person”) or become associated with a Competitive Activity. For purposes change or extend the current business activities of this Section 2(b)any existing Covered Person for the purpose of engaging, directly or indirectly, in the Restricted Business or (c) invest, directly or indirectly, in any Covered Person engaged, directly or indirectly, in the Restricted Business in any material respect; provided, however, that notwithstanding the foregoing Hxxxxx and/or its Subsidiaries may (i) a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business collectively own less than 20% of the Company is total equity interests in any Covered Person engaged in providing the Restricted Business as long as none of the date hereof employees of Hxxxxx or at any time during the Term, provided such business or endeavor of its Subsidiaries is involved in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activitymanagement of such Covered Person, (ii) Executive may ownparticipate as a passive investor with no management rights in any investment fund that holds an ownership interests in Covered Persons engaged in the Restricted Business which is managed by Persons that are not Affiliates of Hxxxxx (each, for investment purposes an “Unaffiliated Person”) (x) with any employee benefit or retirement plan funds and (y) with any other funds subject, in the case of this clause (y) only, up to five percent (5%) a maximum interest in such investment fund of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System 15% and if Executive is not otherwise affiliated with such corporation, (iii) acquire a Covered Person or business unit of a Covered Person engaged in the Restricted Business if Executive(x) the Restricted Business contributed less than 20% of such Covered Person’s employment hereunder is terminated by or business unit’s, as applicable, total revenues (based on its latest annual audited financial statements, if available) and (y) such Covered Person or Hxxxxx, as applicable, divests or ceases to conduct the Company for any reason other than Executive’s deathRestricted Business within 18 months after the acquisition date. Notwithstanding anything in this Agreement to the contrary, Disability or Causethe defined term “Restricted Business” shall not include, or by Executive for Good Reason, then and the restrictions prohibition contained in this Section 2(b) 2 shall lapse, and (iv) Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination shall be made by the Company in good faith.no way prohibit Hxxxxx and/or its Subsidiaries from,

Non-Competition. In consideration of this Agreementthe Company’s promise to disclose, and for disclosure of, its Confidential Information and other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment with that until the Company longer of (i) the last day of the Term and for (ii) a period of 12 months beyond Executive ‘s date of termination of employment from the Company or any of its subsidiaries or affiliates for any reason, including the expiration of the Term (12) twelve months thereafterthe “Restricted Period”), Executive shall not, without the prior written consent of the Company, directly or indirectly, engage in in, assist or become associated with a Competitive Activity. For purposes of this Section 2(b), ): (i) a “Competitive Activity” means means, at the time of Executive’s termination, any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that in any business jurisdiction of a kind being conducted by the Company is engaged or any of its subsidiaries or affiliates (or demonstrably anticipated by the Company or its subsidiaries or affiliates and, for avoidance of doubt, such affiliates to exclude Expedia, Inc. or any of its subsidiaries), in providing any jurisdiction as of the date hereof Effective Date or at any time during the Term, provided such business or endeavor is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, thereafter; and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b)the foregoing, (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in make and retain investments during the Competitive Activity, (ii) Executive may ownRestricted Period, for investment purposes only, up to five percent (in less than 5%) % of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation; (ii) Executive may serve as an employee or partner (or otherwise hold an ownership interest) in an investment firm that has an ownership interest in a partnership, corporation or other organization that is engaged in a Competitive Activity, provided that such ownership interest does not constitute greater than 20% of such investment firm’s total assets under management and Executive is not directly involved with the provision of direction or management of such entity; and (iii) if Executive’s employment hereunder Executive may serve as an employee of or partner (or otherwise hold an ownership interest) in a consultancy or investment bank engaged in providing advisory services to entities engaged in Competitive Activities, provided that Executive is terminated by not directly involved in the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then provision of the restrictions contained in this Section 2(b) shall lapse, and (iv) Executive shall only be subject advisory services to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination shall be made by the Company in good faithsuch entities.

Non-Competition. In consideration of this Agreement, I acknowledge and for other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment with the Company and agree that for a period of Eighteen (1218) twelve months thereafter, Executive following my Separation Date (and such period shall not, without the prior written consent be tolled on a day-to-day basis for each day during which I participate in any activity in violation of the Companyrestrictions set forth in this Section 6(a)(i) following my termination of employment), I will not, directly or indirectly, engage alone or in association with others, anywhere in the Territory, own, manage, operate, control or become associated participate in the ownership, management, operation or control of, or be connected as an officer, employee (in a position or at a level similar to or above that performed by me during my employment), investor, principal, joint venturer, shareholder, partner, director, consultant, agent or otherwise with, or have any financial interest (through stock or other equity ownership, investment of capital, the lending of money or otherwise) in, any business, venture or activity that directly or indirectly competes, or is in planning, or has undertaken any preparation, to compete, with the Business of the Company or any of its Immediate Affiliates (a Competitive Activity“Competitor”), except that nothing contained in this Section 6(a)(i) shall prevent my wholly passive ownership of two percent (2%) or less of the equity securities of any Competitor that is a publicly-traded company. For purposes of this Section 2(b)6, the “Business of the Company or any of its Immediate Affiliates” is that of arts and crafts specialty retailer providing materials, ideas and education for creative activities; provided, that the term “Competitor” shall not include any business, venture or activity whose gross receipts derived from the retail sale of arts and crafts products (aggregated with the gross receipts derived from the retail sale of arts and crafts projects of any related business, venture or activity) are less than ten percent (10%) of the aggregate gross receipts of such businesses, ventures or activities. For purposes of this Section 6, the “Territory” is comprised of those states within the United States and those provinces of Canada in which the Company or any of its Immediate Affiliates was doing business at any time during my employment, or with respect to my obligations following my termination of employment the Twelve (12) months immediately preceding the termination. For purposes of this Section, “Immediate Affiliates” means those Affiliates which are one of the following: (i) a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Term, provided such business or endeavor is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in subsidiary of the Competitive ActivityCompany, (ii) Executive may own, for investment purposes only, up a parent to five percent (5%) of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange Company or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability a direct or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, and (iv) Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses indirect subsidiary of such a reasonable competitive threat to the Company, which determination shall be made by the Company in good faithparent.

Non-Competition. In consideration Seller, for and on behalf of this Agreementitself and its controlled Affiliates, and for other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment with the Company and for a period of (12) twelve months thereafterthree years after the Closing Date, Executive they shall notnot knowingly or intentionally own, without the prior written consent of the Companymanage, directly operate, control or indirectly, otherwise engage in the manufacture or become associated with a Competitive Activity. For purposes sale of this Section 2(b), (i) a “Competitive Activity” means any business antiperspirant or other endeavor involving deodorant products or services that are the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Term, provided such business or endeavor is in the United StatesStates and Canada (a "Competitive Business"); provided, however, that nothing herein shall prevent or be construed to prevent Seller or any of its controlled Affiliates from doing any of the following: (A) acquiring any Person engaged in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and Competitive Business (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in other than any other individual or representative capacity with any individual, partnership, corporation or other organization that is Person primarily engaged in a Competitive Activity. Notwithstanding anything else Business) or any interest in this Section 2(b)any such Person and thereafter owning, (i) Executive may become employed by a partnershipmanaging, corporation operating or other organization that is controlling such Person or otherwise engaging in any business engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement by such Person; (B) engaging in transactions pursuant to the Competitive Activity, Transitional Manufacturing Agreement; (iiC) Executive may own, for investment purposes only, owning up to five percent (5%) of the outstanding capital stock voting equity securities or any non-voting equity or debt securities of any publicly-traded corporation Person primarily engaged in a Competitive Activity if the stock of such corporation is either listed Business whose securities are publicly traded on a national stock securities exchange or on in the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, over-the-counter market; or (iiiD) if Executive’s employment hereunder is terminated by owning any equity interest through any employee benefit plan or pension plan. Notwithstanding anything to the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions contrary contained in this Section 2(b) 5.13, Seller shall lapse, and (iv) Executive shall only not be subject liable to the restrictions Purchasers for sales in the United States and Canada of products bearing the Mum trade name which have been manufactured or are in the process of being manufactured as of the Closing Date. For a period of three years after the Closing, Seller, for and on behalf of itself and its controlled Affiliates, will not market any antiperspirant or deodorant product that bears a brand name which is not then currently sold or marketed by Seller or any of its Affiliates; provided that the exceptions set forth in clauses (A) through (D) above shall be equally applicable for the foregoing restriction. The parties hereto specifically acknowledge and agree that the remedy at law for any breach of the foregoing will be inadequate and that the Purchasers, in addition to any other relief available to them, shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage. In the event that the provisions of this Section 5.13 should ever be deemed to exceed the limitation provided by applicable law, then the parties hereto agree that such provisions shall be reformed to set forth the maximum limitations permitted that are consistent with the intentions of the parties set forth in this Section 5.13. If any of the provisions contained in this Section 2(b) 5.13 shall for any reason be held to be excessively broad as to time, duration, geographical scope, activity or subject, it shall be construed, by limiting and reducing it, so as to be enforceable to the extent compatible with the activity that would otherwise applicable law as it shall then appear. If, moreover, any one or more of the provisions contained in this Agreement shall for any reason be prohibited by held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this section poses a reasonable competitive threat to the CompanyAgreement, which determination but this Agreement shall be made by the Company in good faithconstrued as if such invalid, illegal or unenforceable provision had never been contained therein.

Non-Competition. In consideration Provided that Employee is compensated pursuant to the terms of this Agreement, and for other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby Employee agrees and covenants that, during Executive’s employment with the Company and for a period of (12) twelve months thereafter, Executive shall not, without the prior written consent of the CompanyRGSI, directly or indirectlysigned by RGSI’s Chief Executive Officer, engage in or become associated with a Competitive Activity. For purposes of this Section 2(b), (i) a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or Employee will not at any time during the Term, provided his employment or a period of 24 months following such business or endeavor is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), employment: (i) Executive may become employed accept employment with, serve as a consultant to, or accept compensation from any person, firm or corporation (including any new business started by a partnershipEmployee, corporation either alone or other organization with others) whose business, products and or services compete with those offered by RGSI on the most recent date that Employee was associated with RGSI’s business, in any geographic market in which RGSI is engaged then doing business, or (to Employee’s knowledge) in a Competitive Activity so long as Executive which RGSI has no direct or indirect responsibilities or involvement in the Competitive Activitydeveloped specific plans to enter and do business, (ii) Executive may owncontact or solicit any of RGSI’s customers or business partners for the purposes of diverting any existing or future business of such customers to a competing source, (iii) contact or solicit any of RGSI’s vendors (directly or indirectly) for investment purposes onlythe purpose of causing, up inviting or encouraging any such vendor to five percent alter or terminate his, her or its business relationship with RGSI, or (5%iv) contact or solicit any of RGSI’s employees (directly or indirectly) for the purpose of causing, inviting or encouraging any such employee to alter or terminate his, her or its employment relationship with RGSI. Notwithstanding the foregoing, nothing herein shall prevent the ownership by Employee of stock of RGSI or of less than 2% of the outstanding capital stock of any publicly-held corporation whose stock is traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock securities exchange or on in the NASDAQ National Market System over-the-counter market. This non-competition covenant will not preclude Employee from working in any sector of the solar power industry in which RGSI does not compete. RGSI will be entitled to enforce its rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and if Executive to exercise all other rights to which it may be entitled. Employee agrees and acknowledges that money damages may not be an adequate remedy for breach of the provisions of this Agreement and that RGSI may in its sole discretion apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement. Employee agrees that this covenant is not otherwise affiliated reasonable with such corporationrespect to its duration, (iii) if Executive’s employment hereunder geographic area and scope. It is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then desire and intent of the restrictions contained in parties that the provisions of this Section 2(b) 4 shall lapse, and (iv) Executive shall only be subject enforced to the restrictions contained fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section 2(b) 4 shall be adjudicated to be invalid or unenforceable, this Section 4 shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the extent operation of this Section 4 in the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, particular jurisdiction in which determination shall be made by the Company in good faithsuch adjudication is made.

Non-Competition. In consideration of this Agreement, and for other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment with the Company and for (a) For a period of five (125) twelve months thereafteryears commencing on the Closing Date, Executive Seller and Cytori Japan shall not, without and shall not permit any of their Affiliates, successors or assigns to (Seller, Cytori Japan, or their Affiliates and their successors and assigns, the prior written consent of “Seller Restricted Parties”), directly or indirectly (including through one or more intermediaries) (i) own, manage, operate, control, be employed by or participate in the Companyownership, management, operation or control of, or otherwise engage in or assist others in engaging in any business competitive with the Business in the Territory (the “Seller Restricted Business”); (ii) take any action that would or would reasonably be expected to assist any third party to compete with the Business in the Territory, or (iii) have an interest in any Person that engages directly or indirectly in the Seller Restricted Business. Notwithstanding the foregoing, (x) Seller, Cytori, Japan, and their Affiliates may own, directly or indirectly, engage solely as an investment, securities of any company in the Seller Restricted Business traded on any national securities exchange if Seller, Cytori Japan, and their Affiliates do not control, and are not members of a group which controls, such company and do not, directly or become associated with a Competitive Activity. For purposes indirectly, own 5% or more of this Section 2(b)any class of securities of such company; (y) Seller, (i) a “Competitive Activity” means Cytori Japan, and their Affiliates may, directly or indirectly, acquire, carry on, manage, engage, take part in, render services to, own, share in the earnings of or invest in the securities of any business or other endeavor involving entity 10% or less of whose gross revenues for the preceding calendar year were not, and for the calendar year in question are not reasonably expected to be, derived from being engaged in the Seller Restricted Business and (z) Cytori Japan (and its -42- successors or assigns) may continue to operate the Business in Japan, as currently conducted by Cytori Japan; provided Seller, Cytori Japan, or any successors or assigns of the Cytori Japan business or assets may not manufacture, market, or sell products or services that are the same or similar to products or services (the “Company Products or Services”) that otherwise conduct any business part of the Company is engaged in providing as of the date hereof or at any time during the Term, provided such business or endeavor is Business in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to five percent (5%) of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, and (iv) Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination shall be made by the Company in good faithTerritory.

Non-Competition. (a) In consideration view of this Agreementthe unique and valuable services it is expected Employee will render to the LDI Companies, Employee's knowledge of the customers, trade secrets, and for other good and valuable consideration provided hereunder, proprietary information relating to the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment with the Company and for a period of (12) twelve months thereafter, Executive shall not, without the prior written consent of the Company, directly or indirectly, engage in or become associated with a Competitive Activity. For purposes of this Section 2(b), (i) a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business of the Company and its customers and suppliers and similar knowledge regarding the LDI Companies it is engaged expected Employee will obtain, and in providing as consideration of the date hereof or at any time compensation to be received hereunder, Employee agrees (i) that he will not during the TermEmployment Period Participate In (as hereinafter defined in this Section 6) any other business or organization, provided whether or not such business or endeavor organization now is in the United Statesor shall then be competing with, or in any foreign jurisdiction in which the Company provides, now is or has provided during the Termshall then be of a nature similar to, the relevant Company Products or Servicesbusiness of any of the LDI Companies, and (ii) Executive shall subject to the last sentence of this Section 6(a), (A) in the case of a termination by the Company prior to the six month anniversary of the Commencement Date, for a period of three (3) months and (B) otherwise, for a period of six (6) months after termination of this Agreement (each a "Post-Termination Period"), he will not compete with or be considered to have become “associated with a Competitive Activity” if Executive becomes directly engaged in the same business as, or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in Participate In any other individual business or representative capacity organization which during such Post-Termination Period competes with any individual, partnership, corporation or other organization that is engaged in a Competitive Activitythe same business as, either the Company or any of the other LDI Companies for which Employee renders services hereunder, with respect to any product or service sold or activity engaged in up to the time of such cessation in any geographical area in which at the time of such cessation such product or service is sold or activity engaged in. Notwithstanding anything else in In each case, the provisions of this Section 2(b), (i6(a) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to five percent (will not be deemed breached merely because Employee owns not more than 5%) % of the outstanding capital common stock of any publicly-traded corporation engaged in a Competitive Activity if corporation, if, at the time of its acquisition by Employee, such stock of such corporation is either listed on a national stock exchange or securities exchange, is reported on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or CauseNASDAQ, or is regularly traded in the over-the-counter market by Executive a member of a national securities exchange, provided that Employee does not actively perform any duties for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, and (iv) Executive shall only be subject or provide services to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination shall be made by the Company in good faithsuch company.

Non-Competition. In consideration Except as expressly provided herein, each of this Agreementthe Managers agrees that during the period commencing on December 31, 1997 and until such time as (i) one year after such time as the Management Agreement is terminated and neither Xx. Xxxxxxxx nor Xx. Xxxxxx is a director or executive officer of the Corporation, and (ii) the date on which neither Xx. Xxxxxxxx nor Xx. Xxxxxx beneficially owns more than fifteen (15%) percent of the outstanding shares of common stock of the Corporation on a fully diluted basis (including Partnership units redeemable for other good and valuable consideration provided hereundershares of common stock of the Corporation (the "Non-Competition Period"), neither Xx. Xxxxxxxx, Xx. Xxxxxx, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment with the Managing Company and for a period of (12) twelve months thereafter, Executive shall not, without the prior written consent nor any affiliate of the Managing Company (within the meaning of Rule 12(b)-2 of the Securities Exchange Act of 1934) (an "Affiliate" and together with Xx. Xxxxxxxx, Xx. Xxxxxx and the Managing Company, the "Managing Group") shall engage in any way, directly or indirectly, engage in the acquisition, ownership, operation, development, management, renovation or become associated with a Competitive Activity. For purposes leasing of this Section 2(b), any retail shopping center properties (ior mixed properties which are primarily known as retail shopping center properties based upon the relative square footage of each use) a “Competitive Activity” means or any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Term, provided such business or endeavor is improvements thereof located in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), except for (i) Executive may become employed by the Managing Company in its capacity as a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in manager of the Competitive ActivityOwner's Properties, (ii) Executive Xx. Xxxxxxxx or Xx. Xxxxxx in his or her capacity as a director, officer or employee of the Managing Company but solely in the Managing Company's capacity as manager of the Owner's Properties, or (iii) Xx. Xxxxxxxx or Xx. Xxxxxx in his or her capacity as an employee, director, trustee, officer or equity owner of the Corporation; provided, however, that this Section 1(a) shall not apply to (i) the activities of the Managing Group with respect to any property listed in Exhibit A (the "Excluded Properties") attached hereto; (ii) the expansion of the Excluded Properties which expansion is contiguous to such property and (a) will not increase the existing gross leaseable area of the property by more than 20%; or (b) is the result of the exercise of the fiduciary duty of Xx. Xxxxxxxx or Xx. Xxxxxx after discussion with their partners or members, as the case may ownbe; and (iii) the acquisition, operation, development, management or leasing of any retail shopping center property located anywhere in the Continental United States by the Managing Group provided that the retail shopping center portion of such property shall not exceed ten thousand (10,000) square feet. In the event five (5) years from the date hereof Xx. Xxxxxx has ceased being a director and an executive officer of the Corporation for investment purposes only, up to at least one year and beneficially owns less than five percent (5%) percent of the outstanding capital shares of common stock of any publicly-traded corporation engaged in the Corporation on a Competitive Activity if the fully diluted basis (including Partnership units redeemable for shares of common stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good ReasonCorporation), then notwithstanding anything to the restrictions contrary herein, with respect to Xx. Xxxxxx only, this Agreement shall be deemed terminated and of no further force or effect. Nothing contained in this Section 2(b) Agreement shall lapsein any way be construed as a restriction or limitation, and (iv) Executive shall only be subject now or in the future, on the ability of Xx. Xxxxxxxx'x father, Xxxx Xxxxxxxx, or brother, Xxxxx Xxxxxxxx, to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Companyown, which determination shall be made by the Company in good faithdevelop, operate or manage retail shopping centers.

Non-Competition. In consideration for the grant of this Agreementoption, and for other which Optionee acknowledges to be good and valuable consideration provided hereunderconsideration, Optionee agrees that during the receipt and sufficiency term of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s Optionee's employment with the Company or any of its affiliates, and for a period of (12) twelve 12 months thereafter, Executive Optionee shall not, not directly or indirectly do any of the following without the Company's prior written consent consent: (a) engage as owner, employee, consultant, or otherwise, within the United States, of any business in competition with any facet of the Company, directly or indirectly, engage in or become associated with a Competitive Activity. For purposes of this Section 2(b), (i) a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as or any of the date hereof or at any time during the Termits affiliates, provided that the Optionee shall have the right to make passive investments in any entity so long as the Optionee does not participate in the business of such entity in violation of this Section 9; (b) in any manner interfere with the Company's (or any of its affiliate's) business relationships with any of its customers or potential customers or otherwise urge any of such customers or potential customers to discontinue business or endeavor is in not to do business with the United StatesCompany or any of its affiliates; or (c) hire, offer to hire, solicit, or in endeavor to entice away any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partneror consultant of the Company or any of its affiliates, memberor otherwise urge any such person to discontinue his or her relationship with Company or any of its affiliates, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization regardless of who initiated the communication. The parties agree that is engaged in a Competitive Activity. Notwithstanding anything else in the terms of this Section 2(b), (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in 9 shall be given the Competitive Activity, (ii) Executive may own, broadest lawful and enforceable scope permissible for investment purposes only, up to five percent (5%) the protection of the outstanding capital stock Company and its affiliates, that the terms of this Section 9 are reasonable and necessary to protect the legitimate business interests of the Company and its affiliates, that any violation of this Section 9 would result in irreparable harm to the Company and its affiliates and that there is no adequate remedy at law for violations of this Section 9. Consequently, if the Optionee violates the provisions of this Section 9, this option (whether or not then exercisable) shall become null and void, any profit earned by the Optionee on the prior disposition of any publicly-traded corporation engaged in a Competitive Activity if the stock shares of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System Common Stock underlying this option shall be disgorged and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, and (iv) Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat paid to the Company, which determination and the Company or any of its affiliates shall be made by entitled, in addition to any other available remedies, to enjoin the Company Optionee in good faitha court of competent jurisdiction from violating the terms of this Section 9.

Non-Competition. In consideration of this Agreement(a) During the period commencing on the Closing Date and ending four (4) years after the Closing Date, and for other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment with the Company and for a period of (12) twelve months thereafter, Executive Sellers shall not, without the prior written consent of the Companyand shall cause their Affiliates not to, directly or indirectly, engage in or become associated with a Competitive Activity. For purposes of this Section 2(b), any capacity (i) a “Competitive Activity” means develop, construct, lease, own, manage, operate or control any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Term, provided such business or endeavor is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization Prohibited Business that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in located within the Competitive ActivityTerritory, (ii) Executive may ownmanage or provide management or consulting services to, for investment purposes onlyor participate in the management or control of, up any Person with respect to five percent (5%) of the outstanding capital stock development, construction, ownership or operation of any publicly-traded corporation engaged in a Competitive Activity if Prohibited Business that is located within the stock of such corporation is either listed on a national stock exchange Territory, or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Causeown a financial interest in, or by Executive lend money to, any Person that engages in any of the activities described in clauses (i) and (ii), above; provided, however, that Sellers may (x) acquire a Person that engages in the Prohibited Business, among other activities of such Person, in the Territory, provided that such Person’s EBITDA from the conduct of such Prohibited Business in the Territory does not exceed 10% of its total EBITDA for Good Reasonthe completed portion of its then current fiscal year and the full fiscal year immediately prior to such acquisition, then and (y) enter into, at arm’s length, any bona fide joint venture (or partnership or other business arrangement) for the restrictions development or operation of a business that is not a Prohibited Business in the Territory with any Person who is not directly engaged in the Prohibited Business in the Territory but which is an Affiliate of another Person engaged in the Prohibited Business in the Territory; provided, further, that nothing contained in this Section 2(b) 10.8 shall lapseprohibit or otherwise restrict Sellers’ current or future operation of inpatient rehabilitation facilities. In the event that Sellers or their Affiliates complete a transaction described in Section 10.8(a)(x), and (iv) Executive Sellers or their Affiliates shall only be subject offer the acquired Prohibited Business in the Territory to LifeCare at a purchase price equal to the restrictions contained in this Section 2(b) greater of fair market value or the purchase price allocated to the extent Prohibited Business in 55 the activity overall transaction (unless Sellers notify LifeCare that would otherwise be prohibited by this section poses Sellers intend to convert such Prohibited Business to a reasonable competitive threat business line other than a Prohibited Business and thereafter complete such conversion within twelve (12) months after the completion of such purchase). LifeCare shall have a period of sixty (60) days from and after the receipt of Sellers’ written offer to notify Sellers in writing of its decision to purchase such Prohibited Business. During such sixty (60) day period, Sellers shall grant LifeCare access to the Companyplant, which determination properties, equipment, books, records and personnel of such Prohibited Business for purposes of LifeCare’s due diligence. If LifeCare timely notifies Sellers in writing that it intends to purchase such Prohibited Business, the purchase agreement for such transaction shall be made by upon terms and conditions substantially similar to this Agreement. If LifeCare fails to respond to Sellers’ offer within sixty (60) days after the Company receipt of same, LifeCare shall be deemed to have declined Sellers’ offer to purchase such Prohibited Business and Sellers shall not be deemed to be in good faith.violation of this

Non-Competition. In consideration of this Agreement, and for other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment with the Company hereunder and for a period of twelve (12) twelve )_ months thereafterthereafter (the “Restricted Period”), Executive shall not, without the prior written consent of the Company, directly or indirectly, engage in or become associated with a Competitive Activity. For purposes of this Section 2(b), (i) a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Term, provided such business or endeavor is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in make and retain investments during the Competitive Activity, (ii) Executive may ownRestricted Period, for investment purposes only, up to five percent (5%) of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if . If Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, and (iv) Executive shall only be subject to the restrictions contained in this Section 2(b) during the Restricted Period to the extent reasonably necessary to protect the activity that would otherwise be prohibited Company from unfair competition resulting from any potential misuse of its Confidential Information by this section poses a reasonable competitive threat to the Company, which determination shall be made Executive (as determined by the Company in good faith), and provided the Company continues to pay Executive his base salary during such Restricted Period.

Non-Competition. In consideration of this Agreement, and for other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged (a) Employee agrees that during his employment by Executive, Executive hereby agrees and covenants that, during Executive’s employment with the Company (which shall be deemed to include the period in which Employee is receiving any severance payments set forth in Section 7(g) hereto) and for a period of three (123) twelve months thereafteryears from the termination or expiration of Employee's employment with the Company (or Zygo as the case may be) (the "Non-Competitive Period"), Executive Employee shall not, without the prior written consent of the Company, directly or indirectly, engage in or become associated with a Competitive Activity. For purposes of this Section 2(b)as owner, (i) a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Termpartner, provided such business or endeavor is in the United Statesjoint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any foreign jurisdiction in which the Company providescapacity whatsoever engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, or has have any connection with, any business engaged in the research, development, testing, design, manufacture, sale, lease, marketing, utilization or exploitation of any products or services which are designed for the same purpose as, are similar to, or are otherwise competitive with, products or services of the Company, Zygo or any of their respective subsidiaries or affiliates which are being sold or provided during or reasonably proposed to be provided at the Termtime of termination or expiration of Employee's employment, in any geographic area where, at the time of the termination or expiration of his employment hereunder, the relevant Company Products business of the Company, Zygo or Services, and (ii) Executive shall any of their respective subsidiaries or affiliates was being conducted or was proposed to be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or conducted in any other individual or representative capacity with any individualmanner whatsoever; PROVIDED, partnershipHOWEVER, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to five percent (5%) of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder event Employee is terminated by the Company for any reason other than Executive’s death, Disability without justifiable cause or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) Non-Competitive Period shall lapse, and (iv) Executive shall only be subject reduced to the restrictions contained later of (i) one (1) year from date of the termination of the benefits conferred upon the Employee pursuant to section 7(h)(ii)or (ii) three (3) years from the date of the Effective Time of the Merger; PROVIDED FURTHER, that Employee may own any securities of any corporation which is engaged in this Section 2(bsuch business and is publicly owned and traded but in an amount not to exceed at any one time two percent (2%) to of any class of stock or securities of such corporation. In addition, Employee shall not, directly or indirectly, during the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to Non-Competitive Period, request or cause contracting parties, suppliers or customers with whom the Company, which determination shall be made by Zygo or any of their respective subsidiaries or affiliates has a business relationship to cancel or terminate any such business relationship with the Company in good faithCompany, Zygo or any of their respective subsidiaries or affiliates or solicit, interfere with, or entice from the Company, Zygo or any of their respective subsidiaries or affiliates, or otherwise hire, any employee (or former employee) of the Company, Zygo or any of their respective subsidiaries or affiliates.

Non-Competition. In consideration During the period of this Agreement, and for other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s 's employment with the Company LSI and for a period of six (126) twelve months thereafterfollowing Executive's employment if Executive's employment is terminated by LSI for "Cause", Executive shall not, without the prior written consent of the Company, directly or indirectly, engage in or become associated with a Competitive Activity. For purposes of this Section 2(b)whether as principal, (i) a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Term, provided such business or endeavor is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principalagent, employee, officer, director, independent contractor, representativeconsultant, stockholder, financial backer, agent, partner, member, advisor, lender, consultant member or in any other individual capacity, run, own, manage, operate, control, be employed by, provide consulting services to, be an officer or representative capacity with director of, participate in, lend his name to, invest or have any individual, partnership, corporation financial or other organization interest in or be connected in any manner with the management, ownership, operation or control of any business, venture or activity anywhere in North America and any additional geographic territories where LSI operates that is engaged in competitive with the Business; provided, however, that this provision shall not prohibit Executive from acquiring, solely as a Competitive Activity. Notwithstanding anything else in this Section 2(b)passive investment, (i) Executive may become employed by securities of any entity listed on a partnership, corporation national securities exchange or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement regularly traded in the Competitive Activity, (ii) over-the-counter market if Executive may does not own, for investment purposes onlycollectively, up to five percent (5%) or more of any class of securities of such entity. For purposes of this Agreement, the term "Cause" shall mean any of the outstanding capital stock following: (i) indictment for, conviction of, or plea of guilty or no contest by the Executive to a felony, or of any publicly-traded corporation engaged in criminal act; (ii) the unreasonable deliberate and material failure or refusal by the Executive to perform, consistent with the terms of this Agreement, his employment duties hereunder (other than as a Competitive Activity if result of PTO, sickness, disability, illness or injury), and the stock of failure to rectify the same within thirty (30) days after the Company shall have given notice to the Executive identifying such corporation is either listed on a national stock exchange failure or on the NASDAQ National Market System refusal and if Executive is not otherwise affiliated with such corporation, demanding that it be rectified; (iii) if the Executive’s employment hereunder is terminated by the Company for 's commission of any reason act of fraud, embezzlement, dishonesty or other than Executive’s death, Disability or Causewillful misconduct that has caused, or by Executive for Good Reasonwould reasonably be expected to cause, then material injury or economic harm to the restrictions contained in this Section 2(b) shall lapse, and Company; (iv) an act of gross negligence on the part of the Executive shall only that has caused, or would reasonably be subject expected to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat cause, material injury or economic harm to the Company, ; (v) a deliberate or material violation of a written material Company policy; or (vi) a material breach of this Agreement (or any successor thereto or amendment thereof) which determination (and only if the same shall be made by curable) Executive fails to cure within thirty (30) days after the Company in good faithshall have given notice to the Executive identifying such breach and demanding that it be cured. 5.

Non-Competition. In consideration The Executive acknowledges that there is a worldwide market for the products of this Agreementthe Company and its Subsidiaries, that the Company and its Subsidiaries engage in one or more facets of their respective businesses throughout the world, and for that the Company and its Subsidiaries compete with other good Persons in the business of the Company and valuable consideration provided hereunderits Subsidiaries located in jurisdictions throughout the world, including, without limitation, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment with territorial United States. During the Company Employment Period and for a period of (12) twelve 12 months thereafter, the Executive shall agrees that he will not, without the prior written consent of the Company, directly or indirectly, engage in or become associated with a Competitive Activity. For purposes of this Section 2(b)have any interest in any sole proprietorship, (i) a “Competitive Activity” means any partnership, corporation, limited liability company or business or any other endeavor involving products or services that are the same or similar to products or services Person (the “Company Products or Services”) that any business of other than the Company is engaged in providing as of the date hereof or at any time during the Termand its Subsidiaries, provided such business or endeavor is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved whether as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backerpartner, agent, partner, member, advisor, lendersecurity holder, consultant or in any other individual otherwise, that directly or representative capacity with any individual, partnership, corporation or other organization that indirectly is engaged in a Competitive Activity. Notwithstanding anything else any business in which the Company or any of its Subsidiaries is then engaged, in the territorial United States; PROVIDED, HOWEVER, that (A) the provisions of this Section 2(b)7(a) shall not apply in the event that the Employment Period is terminated by reason of the expiration of this Agreement on the third anniversary hereof or any extension date agreed to by the Executive and the Company, and (iB) nothing herein shall be deemed to prevent the Executive may become employed by a partnershipfrom acquiring through market purchases and owning, corporation solely as an investment, less than one percent in the aggregate of the equity securities of any class of any issuer whose shares are registered under Section 12(b) or other organization that is engaged 12(g) of the Securities Exchange Act, and are listed or admitted for trading on any United States national securities exchange or are quoted on the National Association of Securities Dealers Automated Quotations System, or any similar system of automated dissemination of quotations of securities prices in a Competitive Activity common use, so long as Executive has no direct or indirect responsibilities or involvement in he is not a member of any "control group" (within the Competitive Activity, (ii) Executive may own, for investment purposes only, up to five percent (5%) meaning of the outstanding capital stock rules and regulations of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System United States Securities and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, and (iv) Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination shall be made by the Company in good faithExchange Commission).

Non-Competition. In consideration of this Agreement, and for other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment with the Company and for (a) For a period of five (125) twelve months thereafteryears commencing on the Closing Date, Executive Seller and Cytori Japan shall not, without and shall not permit any of their Affiliates, successors or assigns to (Seller, Cytori Japan, or their Affiliates and their successors and assigns, the prior written consent of “Seller Restricted Parties”), directly or indirectly (including through one or more intermediaries) (i) own, manage, operate, control, be employed by or participate in the Companyownership, management, operation or control of, or otherwise engage in or assist others in engaging in any business competitive with the Business in the Territory (the “Seller Restricted Business”); (ii) take any action that would or would reasonably be expected to assist any third party to compete with the Business in the Territory, or (iii) have an interest in any Person that engages directly or indirectly in the Seller Restricted Business. Notwithstanding the foregoing, (x) Seller, Cytori, Japan, and their Affiliates may own, directly or indirectly, engage solely as an investment, securities of any company in the Seller Restricted Business traded on any national securities exchange if Seller, Cytori Japan, and their Affiliates do not control, and are not members of a group which controls, such company and do not, directly or become associated with a Competitive Activity. For purposes indirectly, own 5% or more of this Section 2(b)any class of securities of such company; (y) Seller, (i) a “Competitive Activity” means Cytori Japan, and their Affiliates may, directly or indirectly, acquire, carry on, manage, engage, take part in, render services to, own, share in the earnings of or invest in the securities of any business or other endeavor involving entity 10% or less of whose gross revenues for the preceding calendar year were not, and for the calendar year in question are not reasonably expected to be, derived from being engaged in the Seller Restricted Business and (z) Cytori Japan (and its Exhibit 2.1 successors or assigns) may continue to operate the Business in Japan, as currently conducted by Cytori Japan; provided Seller, Cytori Japan, or any successors or assigns of the Cytori Japan business or assets may not manufacture, market, or sell products or services that are the same or similar to products or services (the “Company Products or Services”) that otherwise conduct any business part of the Company is engaged in providing as of the date hereof or at any time during the Term, provided such business or endeavor is Business in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to five percent (5%) of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, and (iv) Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination shall be made by the Company in good faithTerritory.

Non-Competition. In consideration During the Employment Period and after termination of this Agreement by Executive under Section 6.1(a), or the Company under Section 5 or Section 6.1(b) of Executive's employment under Section 5, the Company may restrict the Executive's subsequent involvement in the Restricted Business Activities, as defined below, for the period ending one (1) year after the date of termination of this Agreement (the "Non-compete Period"). As used in this Agreement, the term "Restricted Business Activities" shall mean the marketing and for other good sale of ladies' and valuable consideration provided hereundermen's consumer soft lines to retail stores, which the receipt Company sold and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, marketed during Executive’s 's employment with the Company and for a period of (12) twelve months thereafterCompany. During the Non-compete Period, Executive shall not, without the prior written consent approval of the Company, directly or indirectly, either as an individual, partner, joint venturer, employee or agent for any person, company, corporation or association, or as an officer, director or stockholder of a corporation or otherwise, enter into or engage in or become associated with have a Competitive Activity. For purposes proprietary interest in the Restricted Business Activities other than the ownership of this Section 2(b), (ia) a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business stock of the Company is engaged in providing as of the date hereof or at any time during the Term, provided such business or endeavor is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Servicesthen held by Executive, and (iib) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to more than five percent (5%) of the outstanding capital stock securities of any other publicly-traded corporation engaged in a Competitive Activity if held company. The Non-compete period may be extended for up to an additional two (2) years, at the stock option of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, and (iv) Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, provided that the Company continues to make the monthly payments and provides the benefits required under Section 6.2 hereof, for such additional period. The Executive recognizes and agrees that because a violation by him of his obligations under this Section 8 will cause irreparable harm to the Company that would be difficult to quantify and for which money damages would be inadequate, the Company shall have the right to injunctive relief to prevent or restrain any such violation, without the necessity of posting a bond. Executive expressly agrees that the character, duration and scope of this covenant not to compete are reasonable in light of the circumstances as they exist at the date upon which this Agreement has been executed. However, should a determination shall nonetheless be made by a court of competent jurisdiction at a later date that the character, duration or geographical scope of this covenant not to compete is unreasonable in light of the circumstances as they then exist, then it is the intention of both Executive and the Company that this covenant not to compete shall be construed by the court in good faithsuch a manner as to impose only those restrictions on the conduct of Executive which are reasonable in light of the circumstances as they then exist and necessary to assure the Company of the intended benefit of this covenant to compete.

Non-Competition. In consideration Employee further acknowledges and agrees that, as an employee of this AgreementAS, ASAS or the Company, Employee has participated in or observed and will participate in or observe important aspects of the Company’s research, development, creative work, planning, operations and other activities, and for other that the use of any Confidential Matter in the conduct of any business or activity directly or indirectly competing with the Company’s business necessarily would constitute trading on the Company’s and the Affiliates’ good will and valuable consideration provided hereunder, reputation developed through their expenditure of very substantial efforts and moneys and would unreasonably and unfairly impair the receipt Company’s and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, the Affiliates’ ability to conduct their businesses profitably. Employee shall not at any time during ExecutiveEmployee’s employment with the Company and for a period of (12) twelve months thereafter, Executive shall not, without the prior written consent of the Company, directly or indirectly, engage in or become associated with a Competitive Activity. For purposes of this Section 2(b), (i) a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Term, provided such business or endeavor is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved own an interest in, join, operate, control or participate in, or be connected as an owner, principalofficer, employee, officer, directoragent, independent contractor, representative, stockholder, financial backer, agentconsultant, partner, member, advisormanager, lendershareholder (except as holder of not more than one percent of the outstanding stock of any corporation, consultant which stock is listed and publicly traded on a national securities exchange), or owner or principal of or with, any Person engaged in developing, producing, designing, providing, soliciting orders for, selling, distributing or marketing products or services that directly or indirectly compete with the Company’s products, services or business, in any markets in which the Company is now doing business, or does business during Employee’s employment, whether or not similar or related to any business acquired by the Company from AS or ASAS, or directly or indirectly take or permit any action in preparation to do any of the foregoing. In addition, during the period from the date hereof to the fifth anniversary of the date hereof, whether or not Employee’s employment with the Company continues through such period, Employee shall not directly or indirectly own an interest in, join, operate, control or participate in, or be connected as an officer, employee, agent, independent contractor, consultant, partner, member, manager, shareholder (except as holder of not more than one percent of the outstanding stock of any corporation, which stock is listed and publicly traded on a national securities exchange), or owner or principal of or with, any Person engaged in the business of developing, designing, marketing, distributing or selling truss plates, or computer software, products and systems associated therewith, for the building construction industry, that is competitive with any business conducted by AS or ASAS before the date hereof or by the Company from and after the date hereof, in any state or other jurisdiction where AS or ASAS conducted any such business or where any customer or specifier of AS or ASAS was located on or before the date hereof, or in any other individual state of the United States or representative capacity with Mexico or province of Canada where the Company contemplates conducting or conducts any individualsuch business after the date hereof, partnership, corporation or other organization directly or indirectly take or permit any action in preparation for doing any of the foregoing. Employee acknowledges and agrees that is engaged in a Competitive Activity. Notwithstanding anything else the restrictions in this Section 2(b), (i) Executive may become employed by a partnership, corporation or other organization paragraph are reasonably necessary to protect the Company’s legitimate business interests with respect to the assets and business that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to five percent (5%) of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, has purchased from AS and (iv) Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination shall be made by the Company in good faithASAS.

Non-Competition. In consideration Each of this Agreementthe Seller, the Current Shareholders (together with affiliates of all Current Shareholders and shareholders and beneficiaries of the Institutional Shareholder), and the Company's Management Directors acknowledges that the covenants and agreements in this Section 11 are an essential inducement for other good Buyer to acquire the Purchased Business and valuable consideration provided Acquired Assets, and an essential condition precedent, to the Buyer's obligation to purchase the Acquired Assets hereunder, and that the receipt Buyer would not purchase the Acquired Assets but for the covenants and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment with the Company and for agreements herein. For a period of five years from the Closing Date (12) twelve months thereafteror, Executive shall not, without in the prior written consent case of the Company's Management Directors employed by Buyer after Closing, directly or indirectly, engage in or become associated for five years after any future termination of employment with a Competitive Activity. For purposes of this Section 2(bBuyer), the Seller, each of the Current Shareholders (and affiliates, of all Current Shareholders and shareholders and beneficiaries of the Institutional Shareholder), and each of the Company's Management Directors (collectively and separately a "Covenantor") will not (i) a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Term, provided such business or endeavor is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes engage directly or indirectly involved in competition with the Buyer, Chemfab or any of their Affiliates (as an ownerdefined below) anywhere in the world, principalalone or as a shareholder, employeepartner, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, employee or consultant or in of any other individual or representative capacity with any individualbusiness organization, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activitybusiness of manufacturing, distributing and/or selling high-performance polymer- based materials (collectively, the "Restricted Business"), (ii) Executive may own, for investment purposes only, up divert to five percent (5%) any competitor of the outstanding capital stock Buyer, Chemfab or their Affiliates in the Restricted Business any customer of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange Buyer, or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s solicit or encourage any officer, employee or consultant of the Buyer, Chemfab or their Affiliates to leave its employ for employment hereunder is terminated by or with any competitor of the Buyer, Chemfab or their Affiliates in the Restricted Business. Each Covenantor further acknowledges and agrees that, in the event of a breach or threatened breach by any Covenantor of its/his obligations under this Section 11, the Buyer and Chemfab will have no adequate remedy at law, and accordingly, shall be entitled, without the requirement of posting any bond, to injunctive or other appropriate equitable remedies against such breach or threatened breach in addition to any other remedies which it may have. If at any time the provisions of this Section 11 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 11 shall be considered divisible and shall become and be immediately amended to cover only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the Company for court or other body having jurisdiction over the matter; and each Covenantor agrees that this Section 11 as so amended shall be valid and binding as though any reason invalid or unenforceable provision had not been included herein. Each Covenantor further acknowledges and agrees that, although no separate monetary compensation (other than Executive’s deaththe payment of the Final Purchase Price), Disability is identified or Causepayable, or by Executive for Good Reason, then in respect of the restrictions contained covenants set forth in this Section 2(b) shall lapse11, these covenants are an integrated, bargained-for element of the transfer of the Purchased Business and Acquired Assets to Buyer, and (iv) Executive shall only be subject to that as a consequence, the restrictions contained in this Section 2(b) to Seller and each Current Shareholder acknowledge receipt as of the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination shall be made by the Company in good faithClosing Date of full and adequate payment and consideration for these covenants.

Non-Competition. Xxxxxxxxx’x acceptance of a position with another company will not affect eligibility for payments referenced above subject to the right of Entegris and its successor to cancel such payments and seek full reimbursement of amounts paid in the event that Xxxxxxxxx engages in activities determined to be significantly detrimental to the best interests of Entegris or its successor including, without limitation, (i) recruiting, hiring, or soliciting employees for employment or the performance of services with a competing company, (ii) breach of any obligations under any confidentiality agreement or intellectual property agreement, (iii) making disparaging, knowingly false, or misleading statements about Entegris, its successor, or its products, officers, or employees to competitors, customers, potential customers, or to current or former employees. In further exchange for the consideration of due to be provided under this Agreement, and Xxxxxxxxx agrees that for other good and valuable consideration provided hereunderthe entirety of his four-year payment term as specified above, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment with the Company and for a period of (12) twelve months thereafter, Executive shall he will not, without the prior written consent of the CompanyEntegris, directly or indirectly (a) engage or be interested in as an owner, partner, shareholder, employee, director, officer, agent, consultant or otherwise, directly or indirectly, engage in with or become associated with a Competitive Activity. For purposes of this Section 2(b)without compensation, (i) a “Competitive Activity” means any business or other endeavor involving products or services that are which is in direct competition with the same or similar to products or services (the “Company Products or Services”) that any business of Entegris. Nothing herein, however, shall prohibit Xxxxxxxxx from acquiring or holding not more than two percent (2%) of any class of publicly-traded securities of any business. Payments to Xxxxxxxxx shall be conditional based on his compliance with non-compete obligations as set forth herein. In the Company is engaged in providing as event any of the date hereof or at foregoing non-compete obligations shall be determined by any time during the Termcourt of competent jurisdiction to be unenforceable by reason of extended for too great a period of time, provided such business or endeavor is in the United Statesover too great a geographical area, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or by reason of being too extensive in any other individual respect, such provision shall be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. The invalidity or representative capacity with unenforceability of any individualparticular provision of these non-competition paragraphs shall not affect the other provisions thereof which shall continue in full force and effect. Xxxxxxxxx agrees that the remedies available to Entegris at law will be inadequate in the event of a breach or a threatened breach of non-competition obligations as stated herein. As a result, partnershipEntegris shall be entitled, corporation in addition to its rights at law, to seek an injunction or other organization that is engaged in equitable relief without the need to post a Competitive Activity. Notwithstanding anything else in this Section 2(b), (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to five percent (5%) of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, and (iv) Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination shall be made by the Company in good faithbond.

Non-Competition. In consideration of this AgreementNew Valley hereby agrees that it will not, and for other good and valuable consideration provided hereunder, the receipt and sufficiency will cause all of which are hereby acknowledged by Executive, Executive hereby agrees and covenants thatits subsidiaries not to, during Executive’s employment with the Company and for a 30 month period of (12) twelve months thereaftercommencing on the Closing Date, Executive shall not, without within the prior written consent of the CompanyUnited States, directly or indirectly, (i) engage in the broker-dealer business, whether as an owner (other than as an owner of less than 5% of the shares of any publicly traded company) or become associated with an investor or any other capacity whatsoever; (ii) hire or solicit for employment (other than general public solicitations not directed at any specific person or group) any employee of any Ladenburg Company or Purchaser Company or any Person who was such an employee within six months of such hiring or solicitation; or (iii) interfere with, disrupt or attempt to disrupt the relationship between any Ladenburg Company, Purchaser or Purchaser Subsidiary and any of its lessors or customers. Notwithstanding clause (i) above, nothing herein shall prohibit New Valley and such Affiliates from making investments for their own accounts or from owning Purchaser Common Stock or engaging in any transactions contemplated by the Transaction Documents. New Valley expressly waives any right to assert inadequacy of consideration as a Competitive Activity. For purposes defense to enforcement of the non-competition provision of this Section 2(b), (i) 5.9 should such enforcement ever become necessary. New Valley also acknowledges that a “Competitive Activity” means remedy at law for any business breach or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) attempted breach of this Section 5.9 will be inadequate and further agrees that any breach of this Section 5.9 will result in irreparable harm to the business of the Company is engaged in providing as of Ladenburg Companies and the date hereof or at any time during the Term, provided such business or endeavor is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or ServicesPurchaser Companies, and (ii) Executive covenants and agrees not to oppose any demand for specific performance and injunctive and other equitable relief in case of any such breach or attempted breach. Whenever possible, each provision of this Section 5.9 shall be considered interpreted in such manner as to have become “associated with a Competitive Activity” be effective and valid under applicable law but if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in provision of this Section 2(b)5.9 shall be prohibited by or invalid under applicable law, (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to five percent (5%) of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) provision shall lapse, and (iv) Executive shall only be subject to the restrictions contained in this Section 2(b) ineffective to the extent of such prohibition or invalidity, without invalidating the activity that would otherwise remainder of such provision or the remaining provisions of this Section 5.9. If any provision of this Section 5.9 shall, for any reason, be prohibited judged by any court of competent jurisdiction to be invalid or unenforceable, such judgment shall not affect, impair or invalidate the remainder of this section poses a reasonable competitive threat Section 5.9 but shall be confined in its operation to the Companyprovision of this Section 5.9 directly involved in the controversy in which such judgment shall have been rendered. In the event that the provisions of this Section 5.9 should ever be deemed to exceed the time or geographic limitations permitted by the applicable laws, which determination then such provision shall be made reformed to the maximum time or geographic limitations permitted by the Company in good faithapplicable law.

Non-Competition. In consideration of this Agreement, and for other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged (a) Employee agrees that during his employment by Executive, Executive hereby agrees and covenants that, during Executive’s employment with the Company (which shall be deemed to include the period in which Employee is receiving any severance payments set forth in Section 7(g) hereto) and for a period of three (123) twelve months thereafteryears from the termination or expiration of Employee's employment with the Company (or Zygo as the case may be) (the "Non-Competitive Period"), Executive Employee shall not, without the prior written consent of the Company, directly or indirectly, engage in or become associated with a Competitive Activity. For purposes of this Section 2(b)as owner, (i) a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Termpartner, provided such business or endeavor is in the United Statesjoint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any foreign jurisdiction in which the Company providescapacity whatsoever engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, or has have any connection with, any business engaged in the research, development, testing, design, manufacture, sale, lease, marketing, utilization or exploitation of any products or services which are designed for the same purpose as, are similar to, or are otherwise competitive with, products or services of the Company, Zygo or any of their respective subsidiaries or affiliates which are being sold or provided during or reasonably proposed to be provided at the Termtime of termination or expiration of Employee's employment, in any geographic area where, at the time of the termination or expiration of his employment hereunder, the relevant Company Products business of the Company, Zygo or Services, and (ii) Executive shall any of their respective subsidiaries or affiliates was being conducted or was proposed to be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or conducted in any other individual or representative capacity with any individualmanner whatsoever; PROVIDED, partnershipHOWEVER, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to five percent (5%) of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder event Employee is terminated by the Company for any reason other than Executive’s death, Disability without justifiable cause or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) Non-Competitive Period shall lapse, and (iv) Executive shall only be subject reduced to the restrictions contained later of (i) one (1) year from date of the termination of the benefits conferred upon the Employee pursuant to section 7(h)(ii) or (ii) three (3) years from the date of the Effective Time of the Merger; PROVIDED FURTHER, that Employee may own any securities of any corporation which is engaged in this Section 2(bsuch business and is publicly owned and traded but in an amount not to exceed at any one time two percent (2%) to of any class of stock or securities of such corporation. In addition, Employee shall not, directly or indirectly, during the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to Non-Competitive Period, request or cause contracting parties, suppliers or customers with whom the Company, which determination shall be made by Zygo or any of their respective subsidiaries or affiliates has a business relationship to cancel or terminate any such business relationship with the Company in good faithCompany, Zygo or any of their respective subsidiaries or affiliates or solicit, interfere with, or entice from the Company, Zygo or any of their respective subsidiaries or affiliates, or otherwise hire, any employee (or former employee) of the Company, Zygo or any of their respective subsidiaries or affiliates.

Non-Competition. In consideration The Lessee acknowledges that upon and after any termination of this AgreementLease, any competition by any member of the Leasing Group with any subsequent owner or subsequent lessee of the Leased Property (the "Purchaser") would cause irreparable harm to the Lessor and for other good and valuable consideration provided hereunderany such Purchaser. To induce the Lessor to enter into this Lease, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby Lessee agrees and covenants that, during Executive’s employment with from and after the Company end of the seventh (7th) Lease Year and for a period thereafter until the later of (12a) twelve months thereafter, Executive shall notthe expiration of this Lease or (b) the fifth (5th) anniversary of the termination of this Lease on account of a Lease Default, without the prior written consent of the CompanyLessor (which consent shall not be unreasonably withheld or delayed), directly no member of the Leasing Group nor any Subsidiary of any member of the Leasing Group (collectively, the "Limited Parties") shall be involved in any capacity in or indirectly, lend any of their names to or engage in any capacity in any assisted living facility (or become associated with a Competitive Activity. For purposes other facility operated for any use included within the definition of this Section 2(bthe Primary Intended Use), center, unit or program (i) a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Term, provided such business or endeavor is in the United States, or in any foreign jurisdiction Person engaged in which any such activity or any related activity competitive therewith), excluding however any of the Company provides, or has provided during the Termfacilities described on Schedule 11.5 attached hereto (collectively, the relevant Company Products or Services"Excluded Facilities"), and whether such competitive activity (iithe "Competitive Activity") Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, owner, employee, agent, advisor, independent contractor, representativedeveloper, stockholderlender, financial backersponsor, agentventure capitalist, administrator, manager, investor, partner, member, advisor, lenderjoint venturer, consultant or other participant in any other individual or representative capacity whatsoever with any individual, partnership, corporation respect to an assisted living facility (or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(bfacility operated for any use included within the definition of Primary Intended Use), center, unit or program located within a seven (i7) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to five percent (5%) mile radius of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, and (iv) Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination shall be made by the Company in good faithLeased Property.

Non-Competition. In consideration Executive covenants and agrees that during the period commencing on the Consolidation and ending on the one year anniversary of this Agreement, and for other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment with Termination Date (the Company and for a period of (12) twelve months thereafter“Restricted Period”), Executive shall not, without the prior written consent directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), engage, participate or assist, as an owner, partner, employee, consultant, director, officer, trustee or agent in any element of the CompanyBusiness (as defined below) (other than in connection with Executive’s services to, directly and ownership interests in, the Company Group); provided, however, the foregoing restrictions shall not prohibit Executive from (x) engaging in any activities permitted under Section 3(c), (y) acquiring as an investment securities representing not more than one percent (1%) of the outstanding voting securities of any publicly held corporation engaged in the Business or indirectlyfrom indirectly acquiring securities of any company engaged in the Business as a result of being a passive investor in any mutual fund, hedge fund, private equity fund, or similar pooled account so long as Executive’s interest therein is less than one percent (1%) and he has no role in selecting, managing or advising with respect to investments thereof, or (z) providing services to a subsidiary, division or unit of any entity that engages in the Business so long as Executive and such subsidiary, division or unit does not engage in the Business so long as Executive provides written notice to the Company at least ten (10) business days prior to the commencement of providing any services to such subsidiary, division or become associated with a Competitive Activityunit. For the purposes of this Section 2(b6(c), (i) a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products Business” shall mean the acquisition, development, management, leasing or Services”) that financing of any business of the Company is engaged office or retail real estate property located in providing as of the date hereof or at New York County, New York, Fairfield County, Connecticut, Westchester County, New York, and any time during the Term, provided such business or endeavor is in the United States, or in any foreign jurisdiction other geographic area in which the Company providesengages in such activities and any business activity that represents a significant portion of the business activity of the Company (measured as at least ten percent (10%) of the Company’s revenues on a trailing 12-month basis); provided, however, that (i) if Executive is directly or has provided during indirectly engaged in any business activity before the TermCompany engages in such business activity, Executive and the relevant Company Products or Services, shall negotiate in good faith to resolve such conflict prior to the Company treating such conflict as a violation of this Section 6(c) and (ii) Executive shall not be considered permitted to have become “associated with a Competitive Activity” commence any new business activity if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is the Company previously engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in such activity regardless of whether the Competitive Activity, (ii) Executive may own, for investment purposes only, up to five revenues from such activity exceeds the ten percent (510%) of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, and (iv) Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination shall be made by the Company in good faiththreshold.

Non-Competition. In consideration A. Employee is familiar with the business of this AgreementCompany, the commercial and competitive nature of the industry, and for other good with her extraordinary and valuable consideration provided hereunder, unique services and abilities which enable her to seek and obtain similar employment in the receipt and sufficiency broadcast industry. Employee recognizes that the value of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s Company's business would be injured if Employee obtained comparable employment with any of Company's competitors which own broadcast properties within any of the markets in which the Company and for a period of (12) twelve months thereafter, Executive shall not, without the prior written consent owns broadcast properties as of the Companyday on which this Agreement expires/terminates or as of the day before a Change of Control is consummated, directly or indirectly, engage in or become associated with a Competitive Activitywhichever is applicable. For purposes of this Section 2(b12A, the day before a Change of Control shall be applicable for determining limitations on broadcast markets if this Agreement terminates as a direct or indirect result of the Change of Control; otherwise, the day before the Agreement expires/terminates shall be the applicable date for these purposes. Employee further recognizes that such injury could not be reasonably or adequately compensated by monetary compensation. For these reasons, upon the expiration/termination of this Agreement under either Section 8 or 9, Employee will not, for a period equal to the number of months for which severance benefits are payable to Employee under either Section 8B or 9B(3), but not more than one (i1) a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to products or services year (the “"Non-Competition Term"), perform services for any other person or entity in any broadcast market in which Company Products or Services”) that owns any business of the Company is engaged in providing broadcast properties as of the date hereof day on which this Agreement expires/terminates or at any time as of the day before a Change of Control is consummated, whichever is applicable. Nothing in this Section 12 shall prevent Employee from performing services, during the Non-Competition Term, provided such business for any person or endeavor entity in broadcast markets in which Company owns no broadcast properties as of the day on which this Agreement expires/terminates or as of the day before a Change of Control is consummated, whichever is applicable. Furthermore, this Section 12 shall not prevent Employee from performing services during the Non-Competition Term in the United States, or in any foreign jurisdiction broadcast markets in which the Company provides, or has provided during acquiring company owns broadcast properties on the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with day before a Competitive Activity” if Executive Change of Control becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activityeffective. Notwithstanding anything else in herein to the contrary, if the expiration/termination of this Agreement occurs after a Change of Control, Employee shall be released from her non-competition covenant under this Section 2(b)12 solely with respect to the Los Angeles dominant market area ("DMA") and with respect to the Nashville DMA, (i) Executive may become employed by a partnership, corporation or other organization provided that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to five percent (5%) of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by Employee gives the Company for any reason other than Executive’s death, Disability thirty (30) days written notice of her intent to compete in either or Cause, both such DMA's and a written release of her rights to receive further payments or by Executive for Good Reason, then the restrictions contained in benefits under either Section 8B or 9B of this Section 2(b) shall lapse, and (iv) Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination shall be made by the Company in good faithAgreement.

Non-Competition. In consideration During the term of this Agreement, and for other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s my employment with the Company DOIL or any Affiliate of DOIL and for a period of (12) twelve months thereafter[_____] after xxx termination of such xxxloyment for any reason, Executive I shall not, without the prior written consent of the Company, directly or indirectly, engage manage, operate or control, or participate in the management, operation or control of, or become employed by or render advisory or other services to (other than in a capacity as a lawyer, accountant or consultant working for a law, accounting or nationally recognized consulting firm that has been retained by a Fund), any business, whether in corporate, proprietorship or partnership form or otherwise, engaged in sponsoring, managing or serving as the investment advisor to private Funds that are excluded from the definition of "investment company" under the Investment Company Act and whose primary investment objective is to make private equity investments in or become associated mezzanine loans to companies located in countries that are generally recognized by the financial community to be emerging markets (a "Competitive Fund"). Notwithstanding the foregoing, if my employment with a Competitive Activityboth DOIL and all entities Affiliated with DOIL is terminated by DOIL xxx the entities Affiliated with DOIL fxx xny reason other txxx for Cause, the restrictions set xxxth in this Paragraph 1 shall cease and have no further force and effect, effective with such termination. For purposes of this Section 2(b)hereof, (i) a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar my employment shall be deemed to products or services (the “Company Products or Services”) that any business of the Company be terminated for "cause" if my employment is engaged in providing as of the date hereof or terminated at any time during under the Termfollowing circumstances: (a) I fail to perform any of my material obligations in relation to my employment with DOIL or any Affiliate of DOIL (including, provided but not limited to, comxxxxnce with the terms ox xxis Agreement) and fail to cure such business failure within thirty (30) days after receiving written notice from DOIL or endeavor is any Affiliate of DOIL; (b) DOIL or any Affiliate of DOIL rxxxxnably believes that X xxve coxxxxted an act of fraud, xheft or dishonesty against DOIL or any Affiliate of DOIL, including, without limitation, mixxxxropriation of assets ox XXIL and its Affiliates; or (c) I am convicted (or plead NOLO CONTXXXXRE to) any felony or any misdemeanor involving moral turpitude or a violation of any Securities Law or which might, in the United Statesreasonable opinion of DOIL or any Affiliate of DOIL, cause financial, reputational or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered xxxulatory harm to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to five percent (5%) DOIL ox xxy Affiliate of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, and (iv) Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination shall be made by the Company in good faithDOIL.

Non-Competition. In consideration The Executive acknowledges that (i) the Executive performs services of this Agreementa unique nature for the Company that are irreplaceable, and for that the Executive’s performance of such services to a Competitor (as defined below) will result in irreparable harm to the Company Group, (ii) the Executive has had and will continue to have access to trade secrets and other good confidential information of the Company Group, which, if disclosed, would unfairly and valuable consideration provided hereunderinappropriately assist in competition against the Company Group, (iii) in the course of the Executive’s Engagement (as defined below) by a Competitor, the receipt Executive would inevitably use or disclose such trade secrets and sufficiency confidential information, (iv) the members of which are hereby acknowledged Company Group have substantial relationships with their customers and the Executive has had and will continue to have access to these customers, (v) the Executive has received and will receive specialized training from the Company and other members of the Company Group, (vi) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment, and (vii) the Executive may receive an award of options to purchase equity in the Company (subject to an applicable option plan, and exercised options will be subject to the Company’s operating agreement as amended from time to time) in connection with his employment by Executivethe Company pursuant hereto. Accordingly, Executive hereby agrees in consideration for this Agreement and covenants thatas additional consideration for any options awarded, during Executive’s employment with the Company Employment Term and for a period of eighteen (18) months thereafter (or, if a reviewing court determines eighteen (18) months to be overbroad in duration, for twelve (12) twelve months thereafter, Executive shall notnine (9) months thereafter, without or six (6) months thereafter, respectively; depending, in each case, on the prior written consent determination of the Companyreviewing court that the respective longer period is overbroad) (the “Restricted Period”) the Executive agrees that, in each of the United States of America and Mexico, including the provinces, states and territories thereof, which for the avoidance of doubt includes countries, provinces, states and territories where any member of the Company Group currently engages in the operation of its business or engages in such business at the date of termination of Executive’s employment, the Executive will not, directly or indirectly, engage own, manage, operate, control, be employed by, aid, assist or render services to, in whatever form (whether as an employee, consultant, independent contractor or become associated with a Competitive Activity. For purposes of this Section 2(botherwise, and whether or not for compensation) (“Engage”, any such activities also referred to as “Engagement”), (i) a “Competitive Activity” means to any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Termperson, provided such business or endeavor is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnershipfirm, corporation or other organization that is entity (other than any member of the Company Group) engaged in the manufacture, merchandising, distribution, service, or sale of packaging or other products or goods of the same or substantially similar type as those which are manufactured, merchandised, distributed, serviced or sold by any member of the Company Group on the date of termination or in which the Executive is aware that the Company Group has taken reasonable tangible steps, on or prior to such date, to be engaged in on or after such date (including sales to customers, vendors or intermediaries in any such country) (a Competitive Activity“Competitor”). Notwithstanding anything else in this Section 2(b)the foregoing, (i) nothing herein shall prohibit the Executive may become employed by from being a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to five passive owner of not more than one percent (51%) of the outstanding capital stock equity securities of a publicly traded Competitor, so long as the Executive has no active participation in the business of such Competitor. In addition, Employee may accept employment with a Competitor whose business is diversified, provided, that (x) Employee will not, directly or indirectly, Engage with any publicly-traded corporation division or part of the Competitor that is in any way engaged in a Competitive Activity if business or business activity competitive with any member of the stock of such corporation is either listed on a national stock exchange or on Company Group; and (y) the NASDAQ National Market System and if Executive is not otherwise affiliated Company shall receive, prior to the Executive’s Engagement with such corporationCompetitor, (iii) if Executive’s employment hereunder is terminated written assurances deemed satisfactory by the Company for from the Executive and the Competitor that the Executive will not, directly or indirectly, render services or assistance to any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then part of the restrictions contained Competitor that is in this Section 2(b) shall lapse, and (iv) Executive shall only be subject to the restrictions contained any way engaged in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable business which is materially competitive threat to the Company, which determination shall be made by with any member of the Company in good faithGroup.

Non-Competition. In Xxxxxxx acknowledges that the covenants and --------------- agreements in this Section 10 are in consideration of Xxxxxxx'x employment with ENI under this AgreementAgreement and Xxxxxxx'x opportunity to increase his direct and indirect shareholdings in ENI as a result of the recapitalization, and for are necessary to protect the legitimate interests of ENI, its employees, and the other good and valuable consideration provided hereundershareholders of ENI. During the Period of Restriction (as hereinafter defined), the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment with the Company and for a period of Xxxxxxx will not (12a) twelve months thereafter, Executive shall not, without the prior written consent of the Companyengage, directly or indirectly, engage anywhere in North America, alone or become associated with as a Competitive Activity. For purposes shareholder (other than as a holder of this Section 2(b), (i) a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Term, provided such business or endeavor is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to less than five percent (5%) of the outstanding capital common stock of any publicly-publicly traded corporation corporation), partner, officer, director, employee or consultant of any other business organization that is engaged or becomes engaged in a Competitive Activity if business the stock Designated Industry (as hereinafter defined), (b) divert to any competitor of ENI, any customer of ENI, or (c) solicit or encourage any officer, key employee or consultant of ENI to leave its employ for alternative employment in the Designated Industry. For purposes of this Section 10, the term "Designated Industry" shall mean any business activity that ENI is conducting at the time of the termination of Xxxxxxx'x employment with ENI or of which Xxxxxxx has or should have knowledge that ENI then proposes to conduct, including but not limited to (i) engineering, procurement and construction management services relating to coal processing facilities, mineral processing facilities or environmental projects to the extent that such corporation is either listed on a national stock exchange services are competitive with any services offered or on provided by ENI, (ii) the NASDAQ National Market System design or manufacture of machinery and if Executive is not otherwise affiliated equipment for use in coal processing or the processing of other minerals to the extent that such machinery or equipment would be competitive with such corporationany machinery and equipment designed, manufactured or distributed by ENI, and (iii) if Executive’s employment hereunder is terminated the design, manufacture or distribution of any industrial threaded fasteners or similar products that are competitive with any products designed, manufactured or distributed by ENI. For purposes of this Agreement, the "Period of Restriction" shall be the period commencing on the Commencement Date and ending three (3) years from the last day of the Term of this Agreement. If at any time the provisions of this Section 10 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 10 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the Company for any reason court or other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then body having jurisdiction over the restrictions contained in matter; and Xxxxxxx agrees that this Section 2(b) shall lapse, and (iv) Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination 10 as so amended shall be made by the Company in good faithvalid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. In consideration During the period of this Agreement, employment and for other good and valuable consideration provided hereunderthe Restricted Period, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment with the Company and for a period of (12) twelve months thereafter, Executive Employee shall not, without the prior written consent whether on behalf of the Companyhimself or any other entity, engage, directly or indirectly, engage in or become associated with a Competitive Activity. For purposes of this Section 2(b)either as proprietor, (i) a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Termstockholder, provided such business or endeavor is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employeepmtner, officer, director, independent contractorconsultant, representativeemployee or otherwise, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in for any other individual or representative capacity with any individual, partnership, corporation or other organization that is entity engaged in a Competitive Activitybusiness similar to that of BFST and the Bank that maintains a location in the Louisiana Parishes and Texas Counties set forth on Schedule 2.4 of this Exhibit A, which Schedule 2.4 may be amended from time to time by the Bank to include any additional parishes and counties in which the Bank has a branch banking facility, which amendments will be presented to Employee in writing and will become effective and binding on Employee unless Employee provides a notice of termination of this Agreement on or prior to the fifth (5t11) business day following the date on which notice of the amendment is duly provided to Employee. Notwithstanding anything else the foregoing, Employee may invest in this Section 2(b), the securities of any enterprise if (i) Executive may become employed by a partnership, corporation such securities are listed on any national or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activityregional securities exchange, (ii) Executive may own, for investment purposes only, up to five Employee does not beneficially own more than one percent (51%) of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System enterprise, and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder Employee does not otherwise pmticipate in the activity of such enterprise. For purposes of this Exhibit A, Employee acknowledges and agrees that the "business" of BFST and the Bank and their affiliates involves and relates to extending credit, accepting deposits, and engaging in those other activities permissible for bank holding companies and FDIC-insured financial institutions, either directly or indirectly, through financial or operating subsidiaries and affiliates; that Employee understands and knows the business in which BFST and the Bank and their affiliates is terminated by engaged and the Company for any reason other than Executive’s deathscope, Disability or Cause, or by Executive for Good Reason, then activities and business pursuits involved in the restrictions business of BFST and the Bank and their affiliates; and that the noncompetition and non-solicitation covenants contained in this Section 2(b) shall lapseExhibit A prohibit the Employee from engaging, in any capacity or any position, and (iv) Executive shall only be subject from conducting any activities or business similar to that of BFST and the restrictions contained Bank and their affiliates. As used in this Section 2(b) to Exhibit A, "customers" includes, but is not limited to, businesses, persons and entities for whom BFST and the extent Bank and their affiliates has extended credit, accepted deposits or provided other financial services, or with whom BFST and the activity Bank and their affiliates has had contracts, agreements, arrangements or any type of business, or working relationship. Employee acknowledges and represents that would otherwise be prohibited by he understands the nature of the customer relationships ofBFST and the Bank and their affiliates and who and what comprises its customers. As used in this section poses a reasonable competitive threat to Exhibit A, "BFST and the CompanyBank and their affiliates" includes any and all predecessor, which determination shall be made by the Company in good faithsuccessor, parent subsidiary and affiliate entities.

Non-Competition. In consideration Seller acknowledges and agrees that Seller's reputation and goodwill is an integral part of the success of the UCBSG Business. If Seller deprives Purchaser of the UCBSG Business' goodwill or in any manner utilizes the UCBSG Business' reputation and goodwill in competition with Purchaser, Purchaser will be deprived of the benefits it has paid for pursuant to this Agreement. Purchaser acknowledges and agrees that Seller shall continue to use Seller's reputation and goodwill in connection with the operation of Seller's other businesses, and that such use shall not constitute a breach of this Section. Accordingly, as an inducement for Purchaser to enter into this Agreement, each of Seller and for other good and valuable consideration provided hereunderits Affiliates, the receipt and sufficiency of which are hereby acknowledged by Executiveincluding without limitation Nationwide Corporation, Executive hereby agrees and covenants that, during Executive’s employment with the Nationwide Mutual Insurance Company and Nationwide Mutual Fire Insurance Company, agrees that for a period of ending two (122) twelve months thereafteryears after the Closing Date (the "Restricted Period"), Executive it shall not, without the prior written consent of the Company, directly or indirectly, engage in or become associated with a Competitive Activity. For purposes of this Section 2(b), (i) a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Term, provided such business or endeavor is anywhere in the United States, own, manage, operate, control or participate in any foreign jurisdiction in which the Company providesownership, management, operation or control of, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with connected as a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in lender with, any other individual profit or representative capacity non-profit company or organization that, directly competes with any individualthe UCBSG Business as such business exists immediately prior to the Closing provided, partnershiphowever, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to five percent (5%) of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock running of such corporation is either listed on a national stock exchange time period shall be tolled during any period of time in which any of Seller or on its Affiliates violates this paragraph, and, provided further, that the NASDAQ National Market System and if Executive is foregoing shall not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability prohibit Seller or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapseits Affiliates from acquiring, and (iv) Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity subsequently owning and operating any company that would otherwise be prohibited hereby that may conduct unemployment compensation business, as long as unemployment compensation business as described above is not the predominant business of the acquired company. In the event the agreement in this Section 12(d) shall be determined by this section poses any court of competent jurisdiction to be unenforceable by reason of its extending for too great a reasonable competitive threat period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it shall be interpreted to extend only over the maximum period of time for which it may be enforceable and/or over the maximum geographical area as to which it may be enforceable and/or to the Companymaximum extent in all other respects as to which it may be enforceable, which determination shall be made all as determined by the Company such court in good faithsuch action.

Non-Competition. In consideration of this Agreement, and for other good and valuable consideration provided hereunder, During the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment with the Company Employment Term and for a period of (12) twelve months one year thereafter, Executive shall notthe Service Provider agrees that the Service Provider will not directly or indirectly provide services, without the prior written consent of the Company, directly or indirectly, engage in or become associated with a Competitive Activity. For purposes of this Section 2(b), (i) a “Competitive Activity” means any business or other endeavor involving products or services that are type provided by the same or similar Service Provider to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or at any time during the last two years of the Employment Term, provided such business or endeavor is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved whether as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisoremployee, lenderagent, consultant consultant, advisor or developer or in any similar capacity, to any other individual or representative capacity with any individual, partnership, corporation or other organization business entity that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), (i) Executive may or seeks to become employed by a partnership, corporation or other organization that is engaged in any line of business conducted by the Company or its Subsidiaries, or which the Company or its Subsidiaries have active plans to conduct, as of the termination of the Service Provider’s employment, in each case, in any state of the United States and any country outside the United States in which the Company or any of its Subsidiaries conducts its business, in which the Service Provider, during any time within the last two (2) years of employment, provided services or had a Competitive Activity so long as Executive has no direct material presence or indirect responsibilities or involvement in influence (provided that the Competitive Activity, (ii) Executive may own, for investment purposes only, Service Provider shall not be prohibited from owning up to five percent (5%) of the outstanding capital stock of any publicly-traded a corporation engaged which is publicly traded, so long as the Service Provider has no active participation in a Competitive Activity if the stock business of such corporation is either listed on corporation). The post-employment restrictions in this Section 5.1(b) shall not apply in the case of a national stock exchange or on termination of the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if ExecutiveService Provider’s employment hereunder is terminated by the Company without Cause or as part of a workforce reduction. The Service Provider acknowledges and agrees that the Class B Units granted to the Service Provider by the Company under this Agreement constitute fair and reasonable, mutually agreed upon consideration for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapseAgreement, and (iv) Executive shall only be subject to the restrictions contained including, without limitation, in this Section 2(b) to 5.1(b). If the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat Service Provider has unlawfully taken, physically or electronically, property belonging to the Company, which determination or has breached any fiduciary duties owed to the Company, the duration of the post-employment restrictions in this Section 5.1(b) shall be made by extended to two years following the Company in good faithtermination of the Service Provider’s employment. The Service Provider acknowledges that he or she has been provided notice of this Section 5.1(b) at least 10 business days prior to this Agreement becoming effective, and that he or she has the right to consult with counsel prior to signing this Agreement.

Non-Competition. Each of the Equity Holder and the Seller is familiar with the trade secrets related to the Business and with other Confidential Information concerning the Business, including all (a) inventions, technology and research and development related to the Business, (b) customers and clients and customer and client lists related to the Business, (c) products (including products under development) and services related to the Business and related costs and pricing structures and manufacturing techniques, (d) accounting and business methods and practices related to the Business and (e) similar and related Confidential Information and trade secrets related to the Business. Each of the Equity Holder and the Seller acknowledges and agrees that the Business would be irreparably damaged if such Party were to directly or indirectly provide services to any Person competing with the Business or engaging in a similar business and that such direct or indirect competition by any such Party would result in a significant loss of goodwill by the Business. In further consideration for the Buyer’s payment of the Purchase Price under this AgreementAgreement (in respect of which payment each of the Equity Holder and the Seller expressly acknowledges that he or it derives a substantial and direct benefit), and for other good in order to protect the value of the Business acquired by the Buyer hereunder (including the goodwill inherent in the Business as of the date hereof), each of the Equity Holder and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive Seller hereby agrees that during the period commencing on the Closing Date and covenants that, during Executive’s employment with ending on the Company and for a period of second (122nd) twelve months thereafter, Executive shall not, without the prior written consent anniversary of the CompanyClosing Date (the “Non-Competition Period”), such Party shall not acquire or hold any economic or financial interest in, act as a partner, member, stockholder, or representative of, render any services to, or otherwise operate or hold an interest in any Person (other than the Seller) having any location in any county in which the Business or the Buyer conducts operations, which entity, enterprise or other Person primarily engages in, directly or indirectly, engage in or become associated with a Competitive Activity. For purposes of this Section 2(b), (i) a “Competitive Activity” means any business that competes with the Business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Term, provided such business or endeavor is operates in the United Stateshospitality insurance industry; provided, or in any foreign jurisdiction in which the Company provideshowever, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive that nothing contained herein shall be considered construed to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in prohibit any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, for investment purposes only, such Party from purchasing up to five an aggregate of two percent (52%) of any class of the outstanding capital stock voting securities of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either other Person whose securities are listed on a national stock securities exchange or (but only if such investment is held on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, and (iv) Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination shall be made by the Company in good faithpurely passive basis).

Non-Competition. In consideration of this Agreement, and for other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment with the Company and for a period of (12) twelve months thereafter, Executive shall not, prior to 12 months following the end of the Employment Period (the “Non-Compete Period”), without the prior written consent approval of the CompanyBoard, directly or indirectly, engage in or become associated with a Competitive Activity. For purposes of this Section 2(b), (i) a “Competitive Activity” means any business alone or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Termpartner, provided such business or endeavor is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employeejoint venturer, officer, director, independent contractoremployee, representative, stockholder, financial backerconsultant, agent, partnerindependent contractor or stockholder (other than as provided below) of any company or business, member, advisor, lender, consultant or engage in any “Competitive Business” within the United States or any other individual country, or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) engage or participate in any effort or act to induce any customers, suppliers, associates or independent contractors of Company or any of its affiliates or subsidiaries to take any action which is disadvantageous to Company or any of its affiliates or subsidiaries or to the business in which any of them are then engaged. For purposes of the foregoing, the term “Competitive Business” shall mean the design, sale, promotion or distribution of services of the type or categories which Company or any of its affiliates or subsidiaries have designed, sold, promoted or distributed at any time prior to the end of the Employment Period, including without limitation dedicated private line communications and related services and any technology or methods of providing telecommunications services that might be competitive with private lines communications and related services provided by Company or any of its affiliates or its subsidiaries (including without limitation Voice over Internet Protocol). Notwithstanding the foregoing, Executive may own, for investment purposes only, up to five shall not be prohibited during the Non-Compete Period from acting as a passive investor where he owns Dot more than three percent (53%) of the issued and outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if held company, provided that Executive is not a director, officer, employee, agent or consultant of or 10 any such public company or otherwise affiliated with has no active participation in the business of such corporationpublic company. In the event that any of the provisions of this Section 7 should ever be adjudicated to exceed the time, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s deathgeographic, Disability or Causeservice, or other limitations permitted by Executive for Good Reasonapplicable law in any jurisdiction, then it is the restrictions contained in this Section 2(b) intention of the parties that the provision shall lapse, and (iv) Executive shall only be subject to the restrictions contained in this Section 2(b) amended to the extent of the activity maximum time, geographic, service, or other limitations permitted by applicable law. that would such amendment shall apply only within the jurisdiction of the court that made such adjudication and that the provision otherwise be prohibited by this section poses a reasonable competitive threat enforced to the Company, which determination maximum extent permitted by law. The Non-Compete Period shall be made tolled during any period of violation by Executive of this Section 7. Notwithstanding anything to the Company contrary contained herein, in good faiththe event a Deactivation Notice (as such term is defined in the Asset Purchase Agreement) is issued and Executive terminates his employment as provided in Section 4(e) hereof, the Non-Compete Period herein shall be reduced to nine (9) months following the end of the Employment Period.

Non-Competition. In consideration of this Agreement, (a) During the period beginning at the Closing Date and for other good and valuable consideration provided hereunder, ending on the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment with date three (3) years following the Company and for a period of (12) twelve months thereafter, Executive shall not, without the prior written consent of the Company, directly or indirectly, engage in or become associated with a Competitive Activity. For purposes of this Section 2(b), (i) a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to products or services Closing Date (the “Company Products or ServicesRestricted Period”) ), NXP covenants and agrees that any business no member of the Company is engaged in providing as of the date hereof or at any time during the Term, provided such business or endeavor is in the United StatesNXP Group shall engage in, or acquire any equity or ownership interest in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization Person that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b)any Restricted Business; provided, however, that no member of NXP Group will be deemed to be so engaged solely by reason of (i) Executive may become employed by a partnership, corporation or other organization that is engaged any passive investment in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in Person to the Competitive Activity, (ii) Executive may own, for extent that such investment purposes only, up to does not constitute ownership of more than five percent (5%) of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the voting stock of such corporation Person, and no member of the NXP Group is either listed on a national stock exchange engaged in the management of, or sits on the NASDAQ National Market System and if Executive is not otherwise affiliated with board of directors or other governing body of, any such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or CausePerson, or by Executive for Good Reason(ii) selling products, then providing services or licensing intellectual property in the ordinary course of business to a Person engaged in the Restricted Business. The restrictions contained in this Section 2(b7.10 shall not apply to the activities of any Person or business acquired by the NXP Group after the Closing Date to the extent and so long as (A) shall lapse, (x) less than twenty percent (20%) (the “Competitive Threshold”) of the annual gross revenues of such acquired Person or business is derived from a Restricted Business; (y) the annual gross revenues of such person or business derived from a Restricted Business are less than $32.5 million; and (ivz) Executive shall only be subject to no Intellectual Property of NXP or its Subsidiaries is transferred or licensed to, or otherwise made available for use by, the restrictions contained acquired Person or business in that Restricted Business or (B) the portion of the acquired Person or business engaged in the Restricted Business (1) is maintained separately from NXP; (2) no Intellectual Property of NXP or its Subsidiaries is transferred or licensed to, or otherwise made available for use by the acquired Person or business in the Restricted Business; and (3) the activities of that Restricted Business are terminated through a winding-down process that is completed no more than six (6) months from the date on which such Person or business is acquired. The Parties understand and agree that, except as provided in this Section 2(b) 7. 10, NXP and its Subsidiaries are free to compete with Trident and its Subsidiaries and the extent Companies and their Subsidiaries and to do business with any such Person or any current or prospective client, customer or supplier of such Person. The provisions in this Section 7.10 shall not restrict the activity that would otherwise be prohibited NXP Group from engaging in any activities currently conducted by this section poses a reasonable competitive threat to NXP and its Affiliates (other than the Company, which determination shall be made by the Company in good faithRestricted Business).

Non-Competition. In consideration return for the performance of this Agreement, and for other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants thatmanagement duties described in Section 1 hereof, during Executive’s employment with the Company and for a period of (12) twelve months thereafterEmployment Term, Executive shall not, without directly or indirectly, in any capacity whatsoever, either on Executive's own behalf or on behalf of any other person or entity with whom Executive may be employed or associated, own any interest in, participate or engage in the prior written consent day-to-day supervision, management, development, marketing or operation of any office or industrial real estate facilities or such other business as Employer may be actively engaged in during the CompanyEmployment Term (the "Business"). Furthermore, for a period of one year after any applicable Section 5 termination event, Executive shall not, directly or indirectly, engage in solicit, attempt to hire or become associated with a Competitive Activityhire any employee or client of Employer or solicit or attempt to lease space to or lease space to any tenant of Employer. For purposes of this Section 2(b)Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) owning 5% or less of any securities of a “Competitive Activity” means any business or other endeavor involving products or services that are competitor engaged in the same Business if such securities are listed on a nationally recognized securities exchange or similar to products traded over-the-counter on the National Association of Securities Dealers Automated Quotation System or services (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Term, provided such business or endeavor is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activityotherwise, (ii) Executive may ownowning that certain 69-acre semi-improved industrial park located in Libertyville, for investment purposes onlyIllinois, up to five percent (5%) the office/industrial building located at 000 Xxxxxxxxxx Xxx, Xxxxxxxxxxxx Business Park, Libertyville, Illinois, and any other real property not purchased by Employer under the terms of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System Contribution Agreement between Executive, certain limited partnership controlled by Executive and if Executive is not otherwise affiliated with such corporationEmployer, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s deathsoliciting, Disability attempting to hire or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, hiring Xxxxxx Xxxxx and (iv) responding to contacts initiated by those tenants identified in Exhibit A attached hereto which occupy facilities owned and/or operated by Xxxxxx Xxxxxxxx and Executive (the "Tenants") and entering into leasing transactions with such Tenants provided that such transactions do not result in such Tenants relocating from a facility owned and/or operated by Employer, PGRT, or any of their respective subsidiaries. Executive shall only be subject entitled to manage the restrictions contained in this Section 2(b) building located at 000 Xxxxxxxxxx Xxx, Xxxxxxxxxxxx Xxxxxxxx Xxxx, Xxxxxxxxxxxx, Xxxxxxxx, prior to their acquisition by PGRT, on the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat business time of Employer and Employer or PGRT or any of their respective subsidiaries will not receive any fees with respect to the Company, which determination shall be made by the Company in good faithsuch property.

Non-Competition. In consideration of this Agreement, From the Effective Date and for other good and valuable consideration provided hereunderthe period ending two (2) years following the Termination Date, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment with the Company and for a period of (12) twelve months thereafter, Executive Xxxxxxxxx shall not, without the prior written consent of the Company, directly or indirectlyindirectly and whether on his own behalf or on behalf of any other person, partnership, association, corporation or other entity, engage in or become associated with be an owner, director, officer, employee, agent, consultant or other representative of or for, or lend money or equipment to or otherwise support, any business that manufactures, engineers, markets, sells or provides, within a Competitive Activity. For purposes 250-mile radius of this Section 2(bany then existing facility (including without limitation sales offices, manufacturing facilities, or engineering and/or drafting offices) of the Company and its subsidiaries and affiliates, metal building systems or components (including, without limitation, primary and secondary framing systems, roofing systems, end or side wall panels, sectional or roll-up doors, insulated metal panels or other metal components of a building structure), (i) a “Competitive Activity” means coated or painted steel or metal coils, coil coating or coil painting services, or any business or other endeavor involving products or services that are the same as or similar to products those manufactured, engineered, marketed, sold or services (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Term, provided such business or endeavor is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to five percent (5%) of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, its subsidiaries and (iv) Executive shall only be subject affiliates prior to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited Termination Date. Ownership by this section poses a reasonable competitive threat to Xxxxxxxxx of equity securities of the Company, which determination or of equity securities in other public or privately-owned companies that compete with the Company constituting less than 1% of the voting securities in such companies, shall be made by the Company in good faith.deemed not to be a breach of this covenant. XXXXXXXXX AGREES AND STIPULATES THAT IN ANY ACTION OR CLAIM BROUGHT BY HIM OR IN ANY ACTION OR CLAIM BROUGHT AGAINST HIM INVOLVING THE PROVISIONS OF THIS SECTION 4, XXXXXXXXX HEREBY WAIVES ANY CLAIM OR DEFENSE THAT THE ABOVE NON-COMPETITION COVENANTS ARE UNENFORCEABLE, VOID OR VOIDABLE, FOR ANY REASON, INCLUDING, BUT NOT LIMITED TO, FRAUD, MISREPRESENTATION, ILLEGALITY, UNENFORCEABLE RESTRAINT OF TRADE, FAILURE OF CONSIDERATION, ILLUSORY CONTRACT, MISTAKE, OR ANY OTHER SUBSTANTIVE LEGAL DEFENSE. FURTHER, XXXXXXXXX AGREES AND STIPULATES THAT THE PROVISIONS OF THIS SECTION COMPORT WITH AND ARE IN STRICT COMPLIANCE WITH SECTION 15.50, ET SEQ. OF THE TEXAS BUSINESS & COMMERCE CODE. Agreement Page 4 of 14

Non-Competition. In consideration of this Agreement, During the Consulting Term (including any extension thereof) and for other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment with the Company and for a period of (12) twelve six months thereafter, Executive neither the Consultant nor Kxxxxxxxx shall not, without the prior written consent of the Company, directly or indirectly, engage in or become associated with a any Competitive Activity, unless the Company terminates this Agreement without Cause or elects not to extend the Consulting Term for one year, in which case the period of non-competition shall end upon the effective date of such termination or failure to extend. For purposes of this Section 2(b), (i) a “"Competitive Activity” means " shall mean any business or other endeavor involving products or services that are (conducted in any country in which the same or similar to products or services (the “Company Products or Services”has significant business operations) that engages to a significant degree in a business that directly competes with any substantial part of any of the Company's businesses of (i) producing television and other video programs, (ii) designing, developing, licensing, promoting and selling merchandise through catalogs, direct marketing, internet commerce and/or retail stores of the product categories in which the Company so participates during the Consulting Term, (iii) the creation, publication or distribution of regular or special issues of magazines, and (iv) any other business of in which the Company is engaged in providing as of the date hereof or at any time during the TermConsulting Term (the "Company Business"). Notwithstanding the preceding sentence, provided such Consultant and Kxxxxxxxx shall be permitted to engage in any business or other endeavor is in pertaining directly to the United Statesmusic industry; moreover, or in any foreign jurisdiction in which Kxxxxxxxx shall be free to make personal appearances, and otherwise trade on his name and reputation, so long as doing so does not involve direct competition with the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive Business. The Consultant and/or Kxxxxxxxx shall be considered to have become “"associated with a Competitive Activity” " if Executive it or he becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual capacity calling for the rendition of the Consultant's or representative capacity Kxxxxxxxx'x personal services, with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else Activity and its or his involvement materially relates to the Competitive Activity of such entity; provided, however, that the Consultant and/or Kxxxxxxxx shall not be prohibited from (a) owning less than two percent of the equity of any publicly traded corporation, whether or not such corporation is in this Section 2(b), competition with the Company or (ib) Executive may become employed by serving as a partnership, director of a corporation or other organization that entity the primary business of which is engaged in not a Competitive Activity so long Activity. If, at any time, the provisions of this Section 7 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as Executive has no direct to area, duration or indirect responsibilities or involvement in the Competitive Activityscope of activity, (ii) Executive may ownthis Section 7 shall be considered divisible and shall become and be immediately amended to only such area, for investment purposes only, up duration and scope of activity as shall be determined to five percent (5%) of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System be reasonable and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated enforceable by the Company for any reason court or other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then body having jurisdiction over the restrictions contained in matter; and the Consultant and Kxxxxxxxx agree that this Section 2(b) shall lapse, and (iv) Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination 7 as so amended shall be made by the Company in good faithvalid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. In consideration of this Agreement, and for other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment with the Company and for (a) For a period of five (125) twelve months thereafteryears from the Closing Date, Executive shall each Seller agrees that it will not, without the prior written consent of the Companyand each will cause its controlled Affiliates not to, directly or indirectly, engage in the distribution, marketing or become associated selling of Products or providing related inventory management and warehousing services with respect to the Products, in each case to third party customers in the aerospace industry (a Competitive Activity. For purposes of “Competing Business”); provided, however, that nothing in this Section 2(b), (i) a “Competitive Activity” means 5.11 shall be deemed to limit in any business way the conduct of the Excluded Business or the provision of inventory management or warehousing services to third party customers that include Products in addition to other endeavor involving products or services that are the same or similar to products or services (provided that the “Company Products are provided to such third party customer pursuant to the Supply Agreement) and such activities and businesses shall be excluded from the definition of Competing Business for all purposes related to this Agreement. The restrictions set forth in this Section 5.11(a) shall not be construed to prohibit or Services”restrict any Seller or any of its controlled Affiliates from acquiring any Person or business that engages in any Competing Business provided that (i) that any business the engagement in such Competing Business does not constitute the principal part of the Company is engaged in providing as activities of the date hereof Person or at any time business to be acquired (based on total revenues expressed in US dollars or calculated in US dollars utilizing the relevant and then applicable current foreign currency exchange rate, of all sales of such Person or business during the Term, provided consecutive four (4) full calendar quarters immediately preceding the effective date of acquisition of such business Person or endeavor is in the United Statesbusiness), or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered if the Competing Business constitutes in excess of 20% of the revenues of the Person or business acquired, or the revenues of such Competing Business are in excess of $50,000,000 per year, Sellers (A) promptly provide written notice to have become Purchaser after its acquisition of the Competing Business (the “associated with a Competitive Activity” Acquisition 47 Notice”) and (B) subject to Section 5.11(b), use their commercially reasonable best efforts to divest that portion of such Person or business that engages in the Competing Business within 12 months after the later of its acquisition of the Competing Business or the expiration of any effort to sell the Competing Business to the Purchaser under Section 5.11(b). Notwithstanding this Section 5.11(a), if Executive becomes directly the exclusivity provisions of the Supply Agreement or indirectly involved as an ownerthe Intellectual Property License Agreement are suspended or terminated before the fifth anniversary of the Closing Date, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant Honeywell or any Seller may engage in any other individual activity necessary to replace the services performed by Purchaser under the Supply Agreement or representative capacity with any individual, partnership, corporation Intellectual Property License Agreement during such suspension or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to five percent (5%) of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of after such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, and (iv) Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination shall be made by the Company in good faithtermination.

Non-Competition. In consideration of this AgreementFrom and after the Closing, and for other good and valuable consideration provided hereunderthe next --------------- succeeding two (2) years (the "Restricted Period"), none of the receipt and sufficiency of Sellers shall, ----------------- directly or indirectly, or in whole or in part, (i) engage in any activity which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment is directly competitive with the Company and for a period of (12) twelve months thereafter, Executive shall not, without the prior written consent business of the CompanyCompany or the Buyer as conducted during the one (1) year period immediately preceding the Closing or (ii) become interested in any Person engaged in such activity in any capacity including, but not limited to, as a partner, shareholder, principal, agent, representative, supplier, trustee, employee or consultant. During the Restricted Period, no Seller shall, directly or indirectly, engage hire or solicit any employee of the Buyer or the Company or encourage, in any way, any such employee to leave such employment. The Sellers hereby acknowledge that any breach or become associated with threatened breach of any of the covenants contained herein would cause irreparable harm to the Buyer and that money damages would not, alone, provide an adequate remedy to the Buyer. The Buyer shall have all of the rights and remedies available under law, or in equity, to a Competitive Activity. For purposes party enforcing any such covenants, each of this Section 2(b)such rights and remedies to be independent of the other and severally enforceable including, (i) a “Competitive Activity” means but not limited to, the right to have such covenants enforced by any business court of competent jurisdiction including, but not limited to, through temporary injunctive relief, temporary restraining order and/or permanent injunctive relief, all without requirement for the posting or provision of any bond or other endeavor involving products security, which requirements being hereby expressly waived by the Sellers, and the right to require any Seller who is a violating party to account for, and pay over to the Buyer, all benefits derived or services received by such violating party as a result of any breach of such covenant. No Seller who is a violating party shall raise as a defense to the granting of any such relief that the Person requesting any such relief has an adequate remedy at law. Each of the Sellers acknowledges and agrees that the covenants set forth herein are the same or similar to products or services (the “Company Products or Services”) reasonable in duration and scope and in all other respects. If any court determines that any business such covenants, or any part thereof, are invalid or unenforceable the remaining covenants shall not thereby be affected and they shall be given full effect, without regard to the invalid portions. If any court determines that all, or any part of, the covenants contained herein are unenforceable, because of the Company duration or scope of such provision, such court is engaged requested to reduce the duration or scope of such provision, as the case may be, so that, in providing as its reduced form, such provisions shall then be enforceable. The Sellers intend to and do hereby confer jurisdiction to enforce the covenants contained herein upon the courts of the date hereof or at any time during the Term, provided such business or endeavor is in jurisdiction within the United States. If the courts of any one or more of such jurisdictions hold such covenants unenforceable by reason of the breadth of their scope, or otherwise, it is the intention of the parties that such determination not preclude, or in any foreign jurisdiction in which way affect, the right of the Company provides, or has the Buyer to the relief provided during above in the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in courts of any other individual or representative capacity with any individualjurisdiction within the United States as to breaches of such covenant in such other respective jurisdictions, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long such covenants as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may ownthey relate to each jurisdiction being, for investment purposes onlythis purpose, up to five percent (5%) severable and independent covenants. Nothing contained herein shall preclude any party hereto from owning less than 1% of the issued and outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either whose shares are listed on a national stock exchange or for trading on the New York Stock Exchange, American Stock Exchange or NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, and (iv) Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination shall be made by the Company in good faithMarket.

Non-Competition. In consideration of this Agreement, and for other good and valuable consideration provided hereunder, During the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment with the Company Term and for a period of 24 months beyond Employee’s date of termination of employment for any reason (12) twelve months thereafterthe “Restricted Period”), Executive Employee shall not, without the prior written consent of the Company, directly or indirectly, engage in or become associated with a Competitive Activity. For purposes of this Section 2(b), ): (i) a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that endeavor, in any business county of any state of the United States or a comparable jurisdiction in Canada or any other country, of a kind being conducted by the Company is engaged in providing as or any of the date hereof its subsidiaries (or at any time during the Term, provided such business or endeavor is in the United States, or in any foreign jurisdiction of a kind in which the Company providesor any of its subsidiaries has made specific plans to engage, or about which plans Employee has provided knowledge) in such jurisdiction (including, without limitation, Competitive Activities conducted by general online travel providers such as Xxxxxxxxxxx.xxx Inc, Orbitz and Xxxxxxxxx.xxx Inc.) during the Term; provided, that if the relevant Company Products or Servicesits subsidiaries become engaged (or have made specific plans to engage, about which plans Employee has knowledge) in any non-travel-related businesses within three months before Employee’s termination of employment for any reason, such non-travel-related businesses shall not be a Competitive Activity; provided, further that any business or endeavor shall cease to be a Competitive Activity if the Company and its subsidiaries are not or cease to be engaged in such business or endeavor; and (ii) Executive Employee shall be considered to have become “associated with a Competitive Activity” if Executive Employee becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity; provided, however, that if the Restricted Period would extend beyond the Severance Period (under circumstances in which Employee had received severance benefits under Section 1(d)), the Restricted Period shall end upon the expiration of the Severance Period, unless the Company pays Employee at a rate of $100,000 per year (prorated on a monthly basis) to the extent it determines to continue the Restricted Period beyond the Severance Period. Notwithstanding anything else in the foregoing, it shall not be a violation of this Section 2(b), (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct Section 2(d) for Employee to serve on Existing Corporate Boards or indirect responsibilities or involvement in to make and retain investments during the Competitive Activity, (ii) Executive may ownRestricted Period, for investment purposes only, up to (A) in less than five percent (5%) of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive Employee is not otherwise affiliated with such corporationcorporation and (B) in an entity on which Employee serves on an Existing Corporate Board (as defined in Section 1A) solely so long as such entity does not engage in a Competitive Activity that is materially more significant than any Competitive Activity in which it was engaging at the Effective Date. Further, (iii) if Executive’s employment hereunder is terminated by notwithstanding the Company for any reason other than Executive’s deathforegoing, Disability or Cause, or by Executive for Good Reason, then the restrictions contained in it shall not be a violation of this Section 2(b) shall lapseor Section 2(d) for Employee, following termination of Employee’s employment for any reason, to (1) provide services to any person or entity engaged in any Competitive Activity if Employee is not involved, directly or indirectly, in the management, supervision or operations of such Competitive Activity and the gross revenues generated by such Competitive Activity do not constitute more than the lesser of (ivx) Executive shall only be subject 15% of the consolidated gross revenues of such person or entity and its affiliates or (y) 15% of the consolidated gross revenues of the Competitive Activities in which USAi and its subsidiaries engage as of Employee’s termination of employment (or $100 million, if lower), or (2) provide services to the restrictions contained in this Section 2(b) to the extent the activity that would or otherwise be prohibited affiliated with a venture capital or private equity firm that holds investments in entities engaged in any Competitive Activities if Employee is not involved, directly or indirectly, in (A) the management, operations or supervision of such investments or (B) advising such firm with respect to such investments, provided that the gross revenues generated by this section poses a reasonable competitive threat to such Competitive Activity do not constitute more than the Companylesser of (x) 15% of the consolidated gross revenues of such firm and its affiliates or (y) 15% of the consolidated gross revenues of the Competitive Activities in which USAi and its subsidiaries engage as of Employee’s termination of employment (or $100 million, which determination shall be made by the Company in good faithif lower).

Non-Competition. In consideration The Executive acknowledges that (i) the Executive performs services of this Agreementa unique nature for the Company that are irreplaceable, and for that the Executive’s performance of such services to a Competitor (as defined below) will result in irreparable harm to the Company Group, (ii) the Executive has had and will continue to have access to trade secrets and other good confidential information of the Company Group, which, if disclosed, would unfairly and valuable consideration provided hereunderinappropriately assist in competition against the Company Group, (iii) in the course of the Executive’s Engagement (as defined below) by a Competitor, the receipt Executive would inevitably use or disclose such trade secrets and sufficiency confidential information, (iv) the members of which are hereby acknowledged Company Group have substantial relationships with their customers and the Executive has had and will continue to have access to these customers, (v) the Executive has received and will receive specialized training from the Company and other members of the Company Group, (vi) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment, and (vii) the Executive may receive an award of options to purchase equity in the Company (subject to an applicable option plan, and exercised options will be subject to the Company’s operating agreement as amended from time to time) in connection with his employment by Executivethe Company pursuant hereto. Accordingly, Executive hereby agrees in consideration for this Agreement and covenants thatas additional consideration for any options awarded, during Executive’s employment with the Company Employment Term and for a period of eighteen (18) months thereafter (or, if areviewing court determines eighteen (18) months to be overbroad in duration, for twelve (12) twelve months thereafter, Executive shall notnine (9) months thereafter, without or six (6) months thereafter, respectively; depending, in each case, on the prior written consent determination of the Companyreviewing court that the respective longer period is overbroad) (the “Restricted Period”) the Executive agrees that, in each of the United States of America and Mexico, including the provinces, states and territories thereof, which for the avoidance of doubt includes countries, provinces, states and territories where any member of the Company Group currently engages in the operation of its business or engages in such business at the date of termination of Executive’s employment, the Executive will not, directly or indirectly, engage own, manage, operate, control, be employed by, aid, assist or render services to, in whatever form (whether as an employee, consultant, independent contractor or become associated with a Competitive Activity. For purposes of this Section 2(botherwise, and whether or not for compensation) (“Engage”, any such activities also referred to as “Engagement”), (i) a “Competitive Activity” means to any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Termperson, provided such business or endeavor is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnershipfirm, corporation or other organization that is entity (other than any member of the Company Group) engaged in the manufacture; merchandising, distribution, service, or sale of packaging or other products or goods of the same or substantially similar type as those which are manufactured, merchandised, distributed, serviced or sold by any member of the Company Group on the date of termination or in which the Executive is aware that the Company Group has taken reasonable tangible steps, on or prior to such date, to be engaged in on or after such date (including sales to customers, vendors or intermediaries in any such country) (a Competitive Activity“Competitor”). Notwithstanding anything else in this Section 2(b)the foregoing, (i) nothing herein shall prohibit the Executive may become employed by from being a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to five passive owner of not more than one percent (51%) of the outstanding capital stock equity securities of a publicly traded Competitor, so long as the Executive has no active participation in the business of such Competitor. In addition, Employee may accept employment with a Competitor whose business is diversified, provided, that (x) Employee will not, directly or indirectly, Engage with any publicly-traded corporation division or part of the Competitor that is in any way engaged in a Competitive Activity if business or business activity competitive with any member of the stock of such corporation is either listed on a national stock exchange or on Company Group; and (y) the NASDAQ National Market System and if Executive is not otherwise affiliated Company shall receive, prior to the Executive’s Engagement with such corporationCompetitor, (iii) if Executive’s employment hereunder is terminated written assurances deemed satisfactory by the Company for from the Executive and the Competitor that the Executive will not, directly or indirectly, render services or assistance to any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then part of the restrictions contained Competitor that is in this Section 2(b) shall lapse, and (iv) Executive shall only be subject to the restrictions contained any way engaged in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable business which is materially competitive threat to the Company, which determination shall be made by with any member of the Company in good faithGroup.

Non-Competition. In consideration Xxxxxx acknowledges that upon and after any termination of this AgreementLease, any competition by any member of the Leasing Group with any subsequent owner or subsequent lessee of the Leased Property (the "Purchaser") would cause irreparable harm to Lessor and any such Purchaser. To induce Lessor to enter into this Lease, Xxxxxx agrees that, from and after the date hereof and thereafter until (a) in the case of the expiration of the Initial Term or a termination of this Lease, the fifth (5th) anniversary of the termination hereof or of the expiration of the Initial Term, as applicable, and for other good and valuable consideration provided hereunder(b) in the case of an expiration of any of the Extended Terms, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment with the Company and for a period of second (122nd) twelve months thereafter, Executive shall not, without the prior written consent anniversary of the Companyexpiration of the applicable Extended Term, no member of the Leasing Group nor any Person holding or controlling, directly or indirectly, any interest in any member of the Leasing Group (collectively, the "Limited Parties") shall be involved in any capacity in or lend any of their names to or engage in any capacity in any assisted living facility, center, unit or become associated with a Competitive Activity. For purposes of this Section 2(b), program (i) a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Term, provided such business or endeavor is in the United States, or in any foreign jurisdiction Person engaged in any such activity or any related activity competitive therewith) other than (a) those set forth on Schedule 11.5.4 annexed hereto, (b) those activities in which a Meditrust/Emeritus Transaction Affiliate is permitted to engage by the Company providesprovisions of the Meditrust/Emeritus Transaction Documents which relate to any such facility, center, unit or has provided during the Term, the relevant Company Products or Services, program and (iic) Executive the acquisition of an ownership interest in any such facility, center, unit or program which is part of a single transaction in which an ownership interest in at least four (4) other facilities, centers, units or programs (provided, however, that if such acquisition occurs within the last twelve month period of the Initial Term or any of the Extended Terms, Lessee shall have the 58 benefit of this clause (c) only if at the time such acquisition occurs Lessee has already (x) exercised in that twelve month period its right under Section 1.3 hereof to extend the Term for another Extended Term or (y) given a Purchase Option Notice and has waived any right to rescind the same based upon the determination of the Fair Market Value of the Leased Property), whether such competitive activity shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, owner, employee, agent, advisor, independent contractor, representativedeveloper, stockholderlender, financial backersponsor, agentventure capitalist, administrator, manager, investor, partner, member, advisor, lenderjoint venturer, consultant or other participant in any other individual capacity whatsoever with respect to an assisted living facility, center, unit or representative capacity with any individual, partnership, corporation or other organization that is engaged in program located within a Competitive Activity. Notwithstanding anything else in this Section 2(b), (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to five percent (5%) mile radius of the outstanding capital stock Leased Property. Xxxxxx hereby acknowledges and agrees that none of the time span, scope or area covered by the foregoing restrictive covenants is or are unreasonable and that it is the specific intent of Lessee that each and all of the restrictive covenants set forth hereinabove shall be valid and enforceable as specifically set forth herein. Xxxxxx further agrees that these restrictions are special, unique, extraordinary and reasonably necessary for the protection of Lessor and any Purchaser and that the violation of any publicly-traded corporation engaged in such covenant by any of the Limited Parties would cause irreparable damage to Lessor and any Purchaser for which a Competitive Activity if the stock of legal remedy alone would not be sufficient to fully protect such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, and (iv) Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination shall be made by the Company in good faithparties.

Non-Competition. In consideration For the period from the Closing until (a) the closing of this Agreementthe OfficeMax Transaction, or (b) if the Merger Agreement is terminated and the OfficeMax Transaction does not close, the three (3) year anniversary of the Closing, each of ODP and Seller will not, and for other good and valuable consideration provided hereunder, the receipt and sufficiency will ensure that none of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment with the Company and for a period of (12) twelve months thereafter, Executive shall not, without the prior written consent of the Companyits Subsidiaries or Affiliates will, directly or indirectlyindirectly (including as a stockholder, consultant, member or partner), engage in the Business in the Restricted Countries as conducted by ODM as of the date hereof, including any development, design, manufacture, sale or become associated promotion for sale of any product developed, designed, manufactured, sold or promoted for sale by the Business in the Restricted Countries in competition with ODM. In the event that the OfficeMax Transaction closes, for the period from such closing date until the three (3) year anniversary of the Closing, each of ODP and the Pro Forma Entity will not, and will ensure that none of its Subsidiaries or Affiliates will, directly or indirectly (including as a Competitive Activitystockholder, consultant, member or partner) engage in the Business as conducted by ODM as of the date hereof, including any development, design, manufacture, sale or promotion for sale of any product developed, designed, manufactured, sold or promoted for sale by the Business, in any Restricted Country where OfficeMax has no active operations as of the date hereof; provided, however, that for avoidance of doubt, the foregoing will not restrict OfficeMax, ODP, the Pro Forma Entity or any of their Subsidiaries or Affiliates from in any way conducting the OfficeMax business in those countries where OfficeMax or its Affiliates has active operations as of the date hereof, including for the avoidance of doubt, in Mexico. Notwithstanding any other provisions of this Section 6.3, none of OfficeMax, ODP, the Pro Forma Entity nor any of their Subsidiaries or Affiliates will be deemed to be in violation of the provisions of this Section 6.3 by virtue of either (i) sales of any product to customers located in any Restricted Country where orders for such products have been placed through OfficeMax, ODP, the Pro Forma Entity or any of their Subsidiaries or Affiliates in a jurisdiction outside the Restricted Countries, through online sales or other media not primarily directed at customers in the Restricted Countries, or through other channels not primarily directed at customers in the Restricted Countries, or (ii) any communications (whether by press release, internet, email, social media, public announcement or otherwise) that are not primarily directed at customers in a Restricted Country. For the purposes of this Section 6.3, (x) no owner of less than five percent of the outstanding equity or voting interests of any Person and (y) no director (or other equivalent position on an equivalent governing body) of any Person, and (z) without limiting clause (x) hereof, no pension plan, savings plan or other similar employee benefit plan owning any equity or other interests in a Person for passive investment purposes only, in any such case will be deemed to be engaged in the business of such Person solely as a result of ownership of such equity or voting interests or such directorship. Notwithstanding the above, the Parties expressly agree that ODP, Seller and any of their Affiliates reserve the right to source any product from any manufacturer within the Restricted Countries, in the understanding that such products shall be offered for sale or other use outside the Restricted Countries. For purposes of this Section 2(b)6.3, (i) a “Competitive Activity” means any business or other endeavor involving products or services ODP and Seller acknowledge that are Mexico is the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing only Restricted Country where OfficeMax has active operations as of the date hereof or at any time during the Term, provided such business or endeavor is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to five percent (5%) of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, and (iv) Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination shall be made by the Company in good faithhereof.

Non-Competition. In consideration (a) (i) Each of the Seller Parties, in order to induce the Buyer Parties to enter into this Agreement, expressly covenants and for other good and valuable consideration provided hereunder, agrees that during the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment with eighteen month period beginning immediately after the Company and for a period of Closing Date (12the “Restricted Period”) twelve months thereafter, Executive shall such Seller Party will not, without the prior written consent of the Companyand such Seller Party will cause its Affiliates not to, directly or indirectly, engage in provide within the Prohibited Area any hydraulic fracturing and stimulation services or become associated with a Competitive Activity. For purposes cementing services (collectively, the “Business Services”) using fracturing units other than fracturing units owned by GWES Holdings LLC or its subsidiaries (collectively, “GWES”) as of the date of this Agreement which have aggregate horsepower of less than 58,000 horsepower or more than two cementing units, respectively (the “Capacity Limits”); provided, however, that the parties acknowledge and agree the provisions of this Section 2(b6.2(a)(i) shall not be deemed to prohibit: (A) the replacement or refurbishment by GWES of such existing equipment so long as the overall aggregate horsepower and capacity of the total equipment used by GWES within the Prohibited Area during the Restricted Period does not exceed the referenced Capacity Limits; or (B) the ownership by any Seller Party or Affiliate of any Seller Party of any class of securities registered pursuant to the Securities Exchange Act of 1934, as amended; provided such investment is a non-controlling interest and neither Wexford Capital LLC nor any of its Affiliates are actively involved in the management of such entity; or (C) the purchase by a Seller Party or any of its Affiliates of the business or assets of a business or entity where the revenues from Business Services provided by such business or entity, as of its most recent fiscal year-end, did not exceed 20% of its total revenues (such business or assets comprising such Business Services being hereinafter referred to as the “Ancillary Business”), provided that the Ancillary Business (ix) a “Competitive Activity” means any business does not involve fracturing units with aggregate horsepower in excess of 10,000 horsepower or more than two cementing units or (y) did not generate annual revenues in excess of $36 million as of its most recent fiscal year-end prior to such acquisition, and the Seller Party agrees not to and does not increase the aggregate horsepower or number of cementing units or change or expand the size, number or location of service centers or other endeavor involving products facilities of the Ancillary Business in the Prohibited Area during the Restricted Period other than relocation of facilities upon expiration of any lease or services that are relocations within the same general area which do not materially change the scope or similar to products or services (the “Company Products or Services”) that any business geographical reach of the Company is engaged business. If the Ancillary Business involves fracturing units with aggregate horsepower in providing excess of 10,000 horsepower or more than two cementing units or generated annual revenues in excess of $36 million as of its most recent fiscal year-end prior to such acquisition, then the Seller Party will offer or cause to be offered to the Buyer the right to purchase the Ancillary Business at a mutually agreed upon price or, failing such agreement, at the fair market value of such Ancillary Business as determined by an independent investment banking firm mutually agreeable to Buyer and the Sellers Representative. If the Buyer declines such offer to purchase or fails to commit to acquire such Ancillary Business within thirty (30) days after written notice to it of such offer and provision to it of all relevant information pertaining to the Ancillary Business in the possession of the Seller Party’s or their Affiliates, then the Seller Parties may continue to own and operate such Ancillary Business subject to the foregoing restrictions on increasing horsepower capacity or the number of cementing units or changing or expanding the size, number or location of service centers or other facilities in the Prohibited Area during the Restricted Period; provided further, that the provision of Business Services by GWES or any of their respective successors or assigns within the State of Texas using GWES’ existing equipment (or replacement equipment as referenced above) shall not violate this Section 6.2 provided such activities are managed from GWES’ respective offices or service centers existing as of the date hereof located in Oklahoma, or replacement facilities in substantially the same areas, consistent with business practices prior to the date of this Agreement. For the avoidance of doubt, (i) there shall be no restrictions on Sellers’ or their Affiliates’ ability to provide Business Services or any other services outside the Prohibited Area at any time during the Term, provided such business or endeavor is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive nothing herein shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly restrict the Seller Parties or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant their Affiliates from conducting (A) nitrogen pumping services or in any other individual (B) fluid pumping services of 30 barrels per minute or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activityless. Notwithstanding anything else in this Section 2(b)the foregoing, (i) Executive may become employed by a partnershipduring the Restricted Period, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to five percent (5%) of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) Seller Parties shall lapsenot, and (iv) Executive shall only be subject to cause their Affiliates not to, open a service center within a 000-xxxx xxxxxx xx Xxxxxxxxxx, Xxx Xxxxxx; Cottondale, Alabama; Van Buren, Arkansas or the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, Appalachian Basin out of which determination shall be made by the Company in good faithnitrogen pumping services are performed.

Non-Competition. In consideration During the period commencing on the date hereof and ending on the tenth anniversary of this Agreementthe Closing Date (the “Non-Compete Period”), and for other good and valuable consideration provided hereunderIcahn, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment with the Company and for a period of (12) twelve months thereafter, Executive shall not, without the AREP’s prior written consent of the Companyconsent, directly or indirectly, engage for his own account, or in any capacity on behalf of any other third person or entity, whether as an officer, director, employee, partner, joint venturer, consultant, investor or otherwise, engage, or assist others engaged, in whole or in part, in any business deriving more than 25% of its revenues or income from providing investment management services (a “Competing Business”); provided that ownership of stock of a business shall not be deemed a violation of this Section 1 if and for so long as (x) the stock of such business is publicly traded, (y) such ownership does not exceed 5% of the aggregate outstanding equity interest of such business and (z) Icahn does not otherwise participate in the management, operations or affairs of such business. Notwithstanding the foregoing, nothing in this Non-Competition Agreement shall be construed to prohibit Icahn from rendering services to, acquiring an economic interest in or become associated with otherwise providing assistance to the Companies, AREP or any of their controlled Affiliates or any pooled investment vehicle which is advised or subadvised by AREP, the Companies or any of their controlled Affiliates, or providing investment management services (whether personally or as an employee or partner of a Competitive Activitybusiness formed for this purpose) solely on his own behalf or on behalf of one or more of his family members, including trusts of which his family members are the principal beneficiaries and corporations, limited partnerships, limited liability companies or similar entities established solely for the benefit of, and wholly owned by, his family members. For Furthermore, Icahn may notify AREP of any proposed activity for the purpose of soliciting a conclusion as to whether such activity would violate this Section 1. AREP agrees that it shall approve or disapprove Icahn’s proposal within 30 days of receipt of such notice. If AREP approves such activity for purposes of this Section 2(b)1, (i) then such activity, as disclosed in Icahn’s request for approval, will not constitute a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business violation of the Company is engaged in providing as of the date hereof or at any time during the Term, provided such business or endeavor is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to five percent (5%) of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, and (iv) Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination shall be made by the Company in good faith1.

Non-Competition. In consideration Except as expressly provided herein, each of this Agreementthe Managers agrees that during the period commencing on the date hereof and terminating on the later of (i) one year after such time as the Management Agreement is terminated and neither Xx. Xxxxxxxx nor Xx. Xxxxxx is a director or executive officer of the Corporation, and or (ii) the date on which neither Xx. Xxxxxxxx nor Xx. Xxxxxx beneficially owns more than fifteen (15%) percent of the outstanding shares of common stock of the Corporation on a fully diluted basis (including Partnership units redeemable for other good and valuable consideration provided hereundershares of common stock of the Corporation (the "Non- Competition Period"), neither Xx. Xxxxxxxx, Xx. Xxxxxx, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment with the Managing Company and for a period of (12) twelve months thereafter, Executive shall not, without the prior written consent nor any affiliate of the Managing Company (within the meaning of Rule 12(b)-2 of the Securities Exchange Act of 1934) (an "Affiliate" and together with Xx. Xxxxxxxx, Xx. Xxxxxx and the Managing Company, the "Managing Group") shall engage in any way, directly or indirectly, engage in the acquisition, ownership, operation, development, management, renovation or become associated with a Competitive Activity. For purposes leasing of this Section 2(b), any retail shopping center properties (ior mixed properties which are primarily known as retail shopping center properties based upon the relative square footage of each use) a “Competitive Activity” means or any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Term, provided such business or endeavor is improvements thereof located in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), except for (i) Executive may become employed by the Managing Company in its capacity as a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in manager of the Competitive ActivityOwner's Properties, (ii) Executive Xx. Xxxxxxxx or Xx. Xxxxxx in his or her capacity as a director, officer or employee of the Managing Company but solely in the Managing Company's capacity as manager of the Owner's Properties, or (iii) Xx. Xxxxxxxx or Xx. Xxxxxx in his or her capacity as an employee, director, trustee, officer or equity owner of the Corporation; provided, however, that this Section 1(a) shall not apply to (i) the activities of the Managing Group with respect to any property listed in Exhibit A (the "Excluded Properties") attached hereto; (ii) the expansion of the Excluded Properties which expansion is contiguous to such property and (a) will not increase the existing gross leaseable area of the property by more than 10%; or (b) is the result of the exercise of the fiduciary duty of Xx. Xxxxxxxx or Xx. Xxxxxx after discussion with their partners or members, as the case may ownbe; (iii) the acquisition, operation, development, management or leasing of any retail shopping center property located anywhere in the Continental United States by the Managing Group provided that the retail shopping center portion of such property shall not exceed twenty thousand (20,000) square feet; (iv) the acquisition by Xx. Xxxxxxxx, Xx. Xxxxxx, their spouses and their issue of any property or any interest in any property by inheritance; (v) Xx. Xxxxxxxx or Xx. Xxxxxx providing advice or financial assistance involving the acquisition, operation, development, management or leasing of any retail shopping center property located anywhere in New York City or outside the New York City area provided such property is not within a two mile radius of property owned by the Corporation or the Partnership (a "Non-Competitive Property"), to any of their children with regard to projects that are Non-Competitive Properties initiated by such children, provided that (x) at the time such child initially approaches such member of the Managing Group, such member has no knowledge (following appropriate due diligence) that the Partnership or Corporation is involved in or considering such a project and (y) if such member of the Managing Group thereafter obtains knowledge that the Partnership or Corporation is considering such a project, such member of the Managing Group shall promptly inform the Partnership or Corporation , as the case may be, of such member's involvement with his child and excuse himself from any involvement with such project on behalf of the Partnership or Corporation, as the case may be. In the event five (5) years from the date hereof Xx. Xxxxxx has ceased being a director and an executive officer of the Corporation for investment purposes only, up to at least one year and beneficially owns less than five percent (5%) percent of the outstanding capital shares of common stock of any publicly-traded corporation engaged in the Corporation on a Competitive Activity if the fully diluted basis (including Partnership units redeemable for shares of common stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good ReasonCorporation), then notwithstanding anything to the restrictions contrary herein, with respect to Xx. Xxxxxx only, this Agreement shall be deemed terminated and of no further force or effect. Nothing contained in this Section 2(b) Agreement shall lapsein any way be construed as a restriction or limitation, and (iv) Executive shall only be subject now or in the future, on the ability of Xx. Xxxxxxxx'x father, Xxxx Xxxxxxxx, or brother, Xxxxx Xxxxxxxx, to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Companyown, which determination shall be made by the Company in good faithdevelop, operate or manage retail shopping centers.

Non-Competition. In consideration Grantee acknowledges and agrees that (a) at all times while Grantee is employed with Employer, Grantee shall pursue all appropriate business opportunities of this AgreementEmployer exclusively through Employer and (b) Employer would be irreparably damaged if Grantee (or, if applicable, any of Grantee’s controlled Affiliates) were to provide services to any Person (including Grantee) engaged in a Restricted Business (as defined below) and for other good that such competition by Grantee (or, if applicable, any of Grantee’s controlled Affiliates) would result in a significant loss of goodwill by Employer. Therefore, Grantee agrees that during the period commencing on the Effective Date and valuable consideration provided hereunder, ending on the receipt and sufficiency second (2nd) anniversary of the date on which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during ExecutiveGrantee’s employment with Employer terminates if Grantee’s employment is terminated by Employer with Cause or by Grantee without Good Reason, or otherwise ending on the Company and date on which Grantee’s employment with Employer terminates for any other reason (such period, the “Restricted Period”), to the extent permitted by the New York Canon of Ethics, Grantee shall not (and, as applicable, shall cause each of Grantee’s controlled Affiliates not to) directly or indirectly through another Person own any interest in, manage, control, participate in (whether as an officer, director, manager, employee, partner, equity holder, member, agent, advisor, individual independent contractor, consultant, representative or otherwise), consult with, represent, render services for, or in any other manner engage in the Restricted Business in any geographic area where the Restricted Business of Employer conducts it; provided, that in the event that Grantee’s employment with Employer terminates upon a Grantee Non-Renewal (as defined below), Employer shall have the option, in its sole discretion, to elect to continue to pay to Grantee, in monthly installments, the Base Salary (as defined in the Employment Agreement) payable by Employer as if Grantee had remained employed for a period of (12) twelve up to 6 months thereafter, Executive shall not, without the prior written consent of the Company, directly or indirectly, engage in or become associated with a Competitive Activity. For purposes of this Section 2(b), (i) a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Term, provided following such business or endeavor is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Servicestermination, and (ii) Executive if Employer shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an ownerso elect, principalthen, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding notwithstanding anything else in this Section 2(b)2 to Schedule E to the contrary, the Restricted Period shall continue for such period (inot to exceed 6 months following the date of such termination) Executive may become employed by in respect of which such payments are made; provided, further, that nothing herein shall prohibit Grantee and any of Grantee’s controlled Affiliates, as applicable, from (x) being a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to five passive owner of not more than two percent (52%) of the outstanding capital stock of any publicly-class of a corporation or entity which is publicly traded corporation engaged so long as Grantee (or any of Grantee’s controlled Affiliates, if applicable) does not have any active participation in a Competitive Activity if the stock management or other business of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporationentity, (iiiy) if Executive’s employment hereunder being employed by or otherwise providing services to any corporation or entity, a division or subsidiary of which is terminated by engaged in Restricted Businesses or (z) practicing law at a law firm. As used herein, the Company for term “Restricted Business” means collectively (i) any reason business that, in the preceding twelve (12) months derived more than 25% of its revenue from businesses involved in (1) the representation of Persons involved in television, film, music, literature, sports, internet, advertising, public speaking and all other than Executive’s deathmediums, Disability including actors, writers, producers, directors, artists, musicians, athletes, models, sports leagues, mixed martial arts or Causeboxing leagues and promotions and public figures, or by Executive for Good Reasonincluding any talent and/or entertainment agency business, then the restrictions contained in this Section 2(b(2) shall lapseleague development, sponsorship, hospitality, licensing, sports training and consulting, (3) sports programming and event management, (4) marketing and merchandising and (iv5) Executive shall only be subject corporate advisory services or (ii) any business or businesses of a type not described in clause (i) in which Grantee was actively engaged on behalf of Employer during the preceding twelve (12) month period prior to the restrictions contained date on which Grantee ceases to be employed with Employer (and any logical extensions thereof) so long as such business in this Section 2(bthe preceding twelve (12) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination shall be made by the Company in good faithmonths derived more than 25% of its revenue from businesses.

Non-Competition. (i) In partial consideration for award of this Agreementthe Options, in order to forestall the disclosure or use of Confidential Information as well as to deter Optionee’s intentional interference with the contractual relations of the Partnership Group, Optionee’s intentional interference with the prospective economic advantage of the Partnership Group and for other good to promote fair competition, Optionee agrees that during the period commencing on the Grant Date and valuable consideration provided hereunderending on the earlier of (i) solely if any such Units were acquired prior to the date on which Optionee’s Employment terminates, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment with the Company and for a period of second (122nd) twelve months thereafter, Executive shall not, without the prior written consent anniversary of the Companydate on which Optionee and Optionee’s Permitted Transferees cease to hold any Units and (ii) the second (2nd) anniversary of the date of Optionee’s termination of Employment (the’ “Restricted Period”), Optionee shall not directly or indirectly own any interest in, manage, control, participate in (whether as an officer, director, manager, employee, partner, equityholder, member, agent, representative or otherwise), consult with, render services for, or in any other manner engage in any Competitive Business anywhere in which the Partnership Group is engaging in the business as of the earlier to occur between, solely if any such Units were acquired prior to the date on which Optionee’s Employment terminates, the date on which Optionee and Optionee’s Permitted Transferees cease to hold any Units and the date of Optionee’s termination of Employment; provided, that nothing herein shall prohibit Optionee from being, directly or indirectly, engage in or become associated with a Competitive Activity. For purposes passive owner of this Section 2(b), (i) a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business not more than 2% of the Company outstanding stock of any class of a corporation which is engaged in providing as of the date hereof or at any time during the Term, provided such business or endeavor is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity publicly traded so long as Executive has no direct or indirect responsibilities or involvement Optionee does not have any active participation in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to five percent (5%) of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock business of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, and (iv) Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination shall be made by the Company in good faith.

Non-Competition. In consideration During the Employment Period and after termination of Executive's employment hereunder, whether or not such termination is without Cause or for Good Reason, Executive shall not be involved in the Restricted Business Activities, as defined below, for the period ending twelve (12) months after the date of termination of Executive's employment (the "Non-compete Period") provided that the Company has not otherwise breached its obligations under the Agreement. As used in this Agreement, the term "Restricted Business Activities" shall mean any business which markets and for other good sells to customers of a class or category to which FGX Holdings or any of its subsidiaries, markets and valuable consideration provided hereunder, sells at the receipt time Executive's employment terminated products or services marketed and sufficiency sold by FGX Holdings or any of its subsidiaries at such time or products or services which are hereby acknowledged by Executive, Executive hereby agrees at such time FGX Holdings or any of its subsidiaries was actively considering marketing and covenants that, during Executive’s employment with selling to such customers. During the Company and for a period of (12) twelve months thereafterNon-compete Period, Executive shall not, without the prior written consent approval of the Company, directly or indirectly, either as an individual, partner, joint venturer, employee or agent for any person, company, corporation or association, or as an officer, director or stockholder of a corporation or otherwise, enter into or engage in or become associated with have a Competitive Activity. For purposes of this Section 2(b), (i) a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Term, provided such business or endeavor is proprietary interest in the United States, or in any foreign jurisdiction in which Restricted Business Activities other than the Company provides, or has provided during ownership of (a) the Term, the relevant Company Products or Servicesstock of FGX Holdings then held by Executive, and (iib) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to more than five percent (5%) of the outstanding capital stock securities of any other publicly-traded corporation engaged held company. Executive recognizes and agrees that because a violation by him of his obligations under this Section 9 will cause irreparable harm to FGX Holdings or any of its subsidiaries that would be difficult to quantify and for which money damages would be inadequate, any party included in the definition of FGX Holdings or any of its subsidiaries shall have the right to injunctive relief to prevent or restrain any such violation, without the necessity of posting a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated bond. The Non-compete Period will be extended by the Company for duration of any reason other than Executive’s death, Disability or Cause, or violation by Executive for Good Reason, then the restrictions contained in of any of his obligations under this Section 2(b) shall lapse9. Executive expressly agrees that the character, duration and (iv) Executive shall only be subject to the restrictions contained in scope of his obligations under this Section 2(b) to 9 are reasonable in light of the extent circumstances as they exist at the activity that would otherwise be prohibited by date upon which this section poses Agreement has been executed. However, should a reasonable competitive threat to the Company, which determination shall nonetheless be made by a court of competent jurisdiction at a later date that the character, duration or geographical scope of such obligations is unreasonable in light of the circumstances as they then exist, then it is the intention of both Executive and the Company that Executive's obligations under this Section 9 shall be construed by the court in good faithsuch a manner as to impose only those restrictions on the conduct of Executive which are reasonable in light of the circumstances as they then exist and necessary to assure the Company of the intended benefit of Executive's obligations under this Section 9.

Non-Competition. In consideration of As a condition to receiving any benefits pursuant to this Agreement, the Employee agrees that during the Employee’s period of employment and for other good and valuable consideration provided hereunderthrough the first anniversary of the Employee’s Date of Termination, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment with the Company and for a period of (12) twelve months thereafter, Executive Employee shall not, without the prior written consent of the Company, directly or indirectly, not engage in or become associated with a any Competitive Activity. For purposes of this Section 2(b)10, (i) a “Competitive Activity” means shall mean any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Term, provided such business or endeavor is in the United States, or engages in any foreign jurisdiction country in which the Company provides, or has provided during its subsidiaries have business operations in a business that directly or indirectly competes with all or any substantial part of any of the Term, business in which the relevant Company Products or Services, and (ii) Executive its subsidiaries is engaged at the time of the Employee’s Date of Termination. The Employee shall be considered to have become “associated engaged” or “associated” with a Competitive Activity” Activity if Executive the Employee becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual capacity calling for the rendition of the Employee’s personal services, either alone or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else Activity and the Employee’s involvement relates in this Section 2(b), (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a any respect to the Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in of such entity; provided, however, that the Competitive Activity, (ii) Executive may own, for investment purposes only, up to five Employee shall not be prohibited from owning less than two percent (5%) of the outstanding capital stock of any publicly-publicly traded corporation engaged in a Competitive Activity if the stock of corporation, whether or not such corporation is either listed on a national stock exchange in competition with the Company. If, at any time, the provisions of this Section 10 shall be determined to be invalid or on the NASDAQ National Market System unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 10 shall be considered divisible and if Executive is not otherwise affiliated with shall become and be immediately amended to only such corporationarea, (iii) if Executive’s employment hereunder is terminated duration and scope of activity as shall be determined to be reasonable and enforceable by the Company for any reason court or other than Executive’s deathbody having jurisdiction over the matter, Disability or Cause, or by Executive for Good Reason, then and the restrictions contained in Employee agrees that this Section 2(b) shall lapse, and (iv) Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination 10 as so amended shall be made by the Company in good faithvalid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. In consideration of for the amounts payable to Employee under this Agreement, Employee reaffirms his restrictive covenants obligations under the Outstanding Awards and for any other good agreement containing similar restrictive covenants and valuable consideration provided hereunderfurther agrees that the period during which he may not engage in any Business Activities in a Prohibited Capacity (each as defined in the Outstanding Awards) or similar competitive activity (as described under any other agreement) shall be extended (but not shortened, if longer) to be the receipt and sufficiency three-year period following the Termination Date. Notwithstanding the foregoing, Employee shall not be treated as engaging in Business Activities in a Prohibited Capacity by virtue of which are hereby acknowledged by ExecutiveEmployee commencing employment with, Executive hereby agrees and covenants or providing services to, a private equity, financial investor, or advisor that owns, invests in, operates, or advises a business that engages in any Business Activities that, during Executive’s employment with the Company and for if engaged in by Employee, would be treated as Employee engaging in Business Activities in a period of (12) twelve months thereafterProhibited Capacity, Executive shall not, without the prior written consent of the Companyso long as Employee does not perform services, directly or indirectly, engage in or become associated with a Competitive Activity. For purposes of this Section 2(b), (i) a “Competitive Activity” means any business or other endeavor involving products or services that are for the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Term, provided such business or endeavor is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization entity that is engaged in a Competitive Activity. Notwithstanding anything else such Business Activities and that Employee does not reveal any confidential information of the Company, in this Section 2(b)any capacity whatsoever, (i) Executive may become employed to such private equity, financial investor, or advisor, its respective Subsidiaries, including any business owned, invested in, operated or advised by a partnershipthe foregoing, corporation or any of their respective directors, officers, employees, advisors or other organization service providers. It is expressly understood and agreed that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to five percent (5%) of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System although Employee and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then consider the restrictions contained in the Outstanding Awards, as extended above, to be reasonable for the purpose of preserving for the Company and its affiliates their goodwill, trade secrets, proprietary rights and ongoing business value, if a final judicial determination is made by a court having jurisdiction that the time, territory, activities (i.e., type of employment or line of business), or any other restriction contained in this Section 2(b) paragraph is an unenforceable restriction on the activities of Employee, the provisions of this paragraph and the related provisions in the Outstanding Awards or any other agreement containing similar restrictive covenant obligations shall lapsenot be rendered void but shall be deemed amended to apply as to such maximum time, territory and activities as such court may judicially determine or indicate to be reasonable. Alternatively, if the court referred to above finds that any restriction contained above is an unenforceable restriction on the activities of Employee, and (iv) Executive such restrictions cannot be amended so as to make it enforceable, such finding shall only be subject to not affect the enforceability of any of the other restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination shall be made by the Company in good faith.Agreement. 296073

Non-Competition. In consideration During the Employment Period and after termination of this Agreement by Executive under Section 6.1(a), or the Company under Section 5 or 6.1(b), the Company may restrict the Executive's subsequent involvement in the Restricted Business Activities, as defined below, for the period ending one (1) year after the date of termination of this Agreement (the "Non-compete Period"). As used in this Agreement, the term "Restricted Business Activities" shall mean the marketing and for other good sale of ladies' and valuable consideration provided hereundermen's consumer soft lines to retail stores, which the receipt Company sold and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, marketed during Executive’s 's employment with the Company and for a period of (12) twelve months thereafterCompany. During the Non-compete Period, Executive shall not, without the prior written consent approval of the Company, directly or indirectly, either as an individual, partner, joint venturer, employee or agent for any person, company, corporation or association, or as an officer, director or stockholder of a corporation or otherwise, enter into or engage in or become associated with have a Competitive Activity. For purposes proprietary interest in the Restricted Business Activities other than the ownership of this Section 2(b), (ia) a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business stock of the Company is engaged in providing as of the date hereof or at any time during the Term, provided such business or endeavor is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Servicesthen held by Executive, and (iib) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to more than five percent (5%) of the outstanding capital stock securities of any other publicly-traded corporation engaged in a Competitive Activity if held company. The Non-compete period may be extended for up to an additional two (2) years, at the stock option of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, and (iv) Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, provided that the Company continues to make the monthly payments and provides the benefits required under Section 6.2 hereof, for such additional period. The Executive recognizes and agrees that because a violation by him of his obligations under this Section 8 will cause irreparable harm to the Company that would be difficult to quantify and for which money damages would be inadequate, the Company shall have the right to injunctive relief to prevent or restrain any such violation, without the necessity of posting a bond. Executive expressly agrees that the character, duration and scope of this covenant not to compete are reasonable in light of the circumstances as they exist at the date upon which this Agreement has been executed. However, should a determination shall nonetheless be made by a court of competent jurisdiction at a later date that the character, duration or geographical scope of this covenant not to compete is unreasonable in light of the circumstances as they then exist, then it is the intention of both Executive and the Company that this covenant not to compete shall be construed by the court in good faithsuch a manner as to impose only those restrictions on the conduct of Executive which are reasonable in light of the circumstances as they then exist and necessary to assure the Company of the intended benefit of this covenant to compete.

Non-Competition. In consideration Employee acknowledges and agrees with the Company that Employee’s services to the Company are unique in nature and that the Company would be irreparably damaged if Employee were to provide similar services to any person or entity competing with the Company or engaged in a similar business. Employee accordingly covenants and agrees with the Company that during the period commencing with the date of this AgreementAgreement and ending on the later to occur of: (i) January 31, 2008; and (ii) (A) the second anniversary of the date of the termination of Employee’s employment with the Company if such termination arises as a result of voluntary termination or retirement by Employee or termination by the Company for Cause, or (B) the first anniversary of the date of termination of Employee’s employment with the Company if such termination arises for any reason other good and valuable consideration than as provided hereunderin the preceding subparagraph 5(a)(ii)(A). Employee shall not, directly or indirectly, either for Employee or for any other individual, corporation, partnership, joint venture or other entity, participate in any business (including, without limitation, any division, group or franchise of a larger organization) that engages or which proposes to engage in the receipt and sufficiency business of which are hereby acknowledged providing diving services in the Gulf of Mexico or any other business actively engaged in by Executive, Executive hereby agrees and covenants the Company on the date of termination of Employee’s employment in the area or areas where the Company is conducting such business; provided that, until such time as the Company waives in writing any rights it may have to enforce the terms of this Section 5 (the 3 “Waiver”), during Executivethe period commencing on the date of the termination of Employee’s employment with the Company and ending on the date on which either the non-competition provisions contained in this Section 5 terminate or the Waiver is delivered to Employee, whichever is earlier, the Company will pay to Employee either the amounts due under Section 7(d), if appropriate, or an amount equal to Employee’s Salary as of the date Employee’s employment was terminated (which will be paid over time in accordance with the Salary payment schedule in effect from time to time for a period of (12) twelve months thereafter, Executive shall not, without the prior written consent [senior executives/managers] of the Company, directly or indirectly, engage in or become associated with a Competitive Activity) and during such time period Employee shall be entitled to all insurance benefits received by other [senior executives/managers] of the Company. For purposes of this Section 2(b)Agreement, (i) a the term “Competitive Activityparticipate in” means shall include, without limitation, having any business direct or indirect interest in any corporation, partnership, joint venture or other endeavor involving products entity, whether as a sole proprietor, owner, stockholder, partner, joint venturer, creditor or services that are the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Term, provided such business or endeavor is in the United Statesotherwise, or in rendering any foreign jurisdiction in which the Company providesdirect or indirect service or assistance to any individual, or has provided during the Termcorporation, the relevant Company Products or Servicespartnership, joint venture and other business entity (ii) Executive shall be considered to have become “associated with whether as a Competitive Activity” if Executive becomes directly or indirectly involved as an ownerdirector, principalofficer, manager, supervisor, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual otherwise) but not ownership of 2% or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to five percent (5%) less of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, and (iv) Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination shall be made by the Company in good faithpublic company.

Non-Competition. In consideration Subject to the next sentence of this Agreement, and for other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants thatSection 9(a), during Executive’s employment with the Company period commencing on the Effective Date and for a period of ending on the date that is twelve (12) twelve months thereafterfollowing the end of the Term (such period, which will be extended by the amount of time during which Executive is in violation of any provision of this Section 9, the “Restricted Period”), Executive shall will not, without in the prior written consent of United States (the Company“Territory”), engage in, manage, operate, finance, control or participate in the ownership, management or financing or control of, become employed by, or become affiliated or associated with, directly or indirectly, engage whether as an officer, director, shareholder, owner, co-owner, affiliate, partner, agent, representative, consultant, independent contractor or advisor, or otherwise render services or advice to, guarantee any obligation of, or acquire or hold (of record, beneficially or otherwise) any direct or indirect interest in a business that sells or become associated with a Competitive Activity. For purposes of this Section 2(b), (i) a “Competitive Activity” means any business or other endeavor involving provides products or services that are the same as or substantially similar to or otherwise competitive with the products or specialized services (provided that such “specialized services” shall not include those services which would unreasonably restrict Executive from utilizing Executive’s education and expertise in future employment, as long as such employment and specialized services are not competitive with the “Company Products or Services”any of its subsidiaries) sold or provided or that Executive has actual or constructive knowledge are planned to be sold or provided by the Company or its subsidiaries in the Business at any business time while Executive is an employee or director of the Company is engaged in providing (a “Competitor”); provided, however, that Executive may own, as a passive investment, shares of the date hereof capital stock of any Competitor if (A) such shares are listed on a national securities exchange or at any time during the Term, provided such business or endeavor is traded on a national market system in the United States, or in (B) Executive, together with any foreign jurisdiction in of Executive’s affiliates and Executive’s immediate family members (which the Company providesshall mean Executive’s wife and direct lineal descendants, or has provided during the Termbut shall not include any other blood relative), the relevant Company Products or Services, and owns beneficially (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), (iindirectly) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to less than five percent (5%) of the total number of shares of such entity’s issued and outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapsestock, and (ivC) neither Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would nor any of Executive’s affiliates is otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination shall be made by the Company in good faithassociated directly or indirectly with such Competitor or any of its affiliates.

Non-Competition. In consideration of this Agreement, and for other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment with the Company and for (a) For a period of five (125) twelve months thereafteryears from the Closing Date, Executive shall each Seller agrees that it will not, without the prior written consent of the Companyand each will cause its controlled Affiliates not to, directly or indirectly, engage in the distribution, marketing or become associated selling of Products or providing related inventory management and warehousing services with respect to the Products, in each case to third party customers in the aerospace industry (a Competitive Activity. For purposes of “Competing Business”); provided, however, that nothing in this Section 2(b), (i) a “Competitive Activity” means 5.11 shall be deemed to limit in any business way the conduct of the Excluded Business or the provision of inventory management or warehousing services to third party customers that include Products in addition to other endeavor involving products or services that are the same or similar to products or services (provided that the “Company Products are provided to such third party customer pursuant to the Supply Agreement) and such activities and businesses shall be excluded from the definition of Competing Business for all purposes related to this Agreement. The restrictions set forth in this Section 5.11(a) shall not be construed to prohibit or Services”restrict any Seller or any of its controlled Affiliates from acquiring any Person or business that engages in any Competing Business provided that (i) that any business the engagement in such Competing Business does not constitute the principal part of the Company is engaged in providing as activities of the date hereof Person or at any time business to be acquired (based on total revenues expressed in US dollars or calculated in US dollars utilizing the relevant and then applicable current foreign currency exchange rate, of all sales of such Person or business during the Term, provided consecutive four (4) full calendar quarters immediately preceding the effective date of acquisition of such business Person or endeavor is in the United Statesbusiness), or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered if the Competing Business constitutes in excess of 20% of the revenues of the Person or business acquired, or the revenues of such Competing Business are in excess of $50,000,000 per year, Sellers (A) promptly provide written notice to have become Purchaser after its acquisition of the Competing Business (the “associated with a Competitive Activity” Acquisition Notice”) and (B) subject to Section 5.11(b), use their commercially reasonable best efforts to divest that portion of such Person or business that engages in the Competing Business within 12 months after the later of its acquisition of the Competing Business or the expiration of any effort to sell the Competing Business to the Purchaser under Section 5.11(b). Notwithstanding this Section 5.11(a), if Executive becomes directly the exclusivity provisions of the Supply Agreement or indirectly involved as an ownerthe Intellectual Property License Agreement are suspended or terminated before the fifth anniversary of the Closing Date, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant Honeywell or any Seller may engage in any other individual activity necessary to replace the services performed by Purchaser under the Supply Agreement or representative capacity with any individual, partnership, corporation Intellectual Property License Agreement during such suspension or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to five percent (5%) of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of after such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, and (iv) Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination shall be made by the Company in good faithtermination.

Non-Competition. In consideration Employee acknowledges and agrees with the Company that Employee's services to the Company are unique in nature and that the Company would be irreparably damaged if Employee were to provide similar services to any person or entity competing with the Company or engaged in a similar business. Employee accordingly covenants and agrees with the Company that during the period commencing with the date of this AgreementAgreement and ending on the later to occur of: (i) April 30, 2007; and (ii) (A) the second anniversary of the date of the termination of Employee's employment with the Company if such termination arises as a result of voluntary termination or retirement by Employee or termination by the Company for Cause, or (B) the first anniversary of the date of termination of Employee's employment with the Company if such termination arises for any reason other good and valuable consideration than as provided hereunderin the preceding subparagraph 5(a)(ii)(A). Employee shall not, other than as a lawyer, directly or indirectly, either for Employee or for any other individual, corporation, partnership, joint venture or other entity, participate in any business (including, without limitation, any division, group or franchise of a larger organization) that engages or which proposes to engage in the receipt and sufficiency business of which are hereby acknowledged providing diving services in the Gulf of Mexico or any other business actively engaged in by Executive, Executive hereby agrees and covenants the Company on the date of termination of Employee's employment in the area or areas where the Company is conducting such business; provided that, until such time as the Company waives in writing any rights it may have to enforce the terms of this Section 5 (the "Waiver"), during Executive’s the period commencing on the date of the termination of Employee's employment with the Company and ending on the date on which either the non-competition provisions contained in this Section 5 terminate or the Waiver is delivered to Employee, whichever is earlier, the Company will pay to Employee either the amounts due under Section 7(d), if appropriate, or an amount equal to Employee's Annual Salary as of the date Employee's employment was terminated (which will be paid over time in accordance with the Salary payment schedule in effect from time to time for a period of (12) twelve months thereafter, Executive shall not, without the prior written consent senior management executives of the Company, directly or indirectly, engage in or become associated with a Competitive Activity) and during such time period Employee shall be entitled to all insurance benefits received by other senior management executives of the Company. For purposes of this Section 2(b)Agreement, (i) a “Competitive Activity” means the term "participate in" shall include, without limitation, having any business direct or indirect interest in any corporation, partnership, joint venture or other endeavor involving products entity, whether as a sole proprietor, owner, stockholder, partner, joint venturer, creditor or services that are the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Term, provided such business or endeavor is in the United Statesotherwise, or in rendering any foreign jurisdiction in which the Company providesdirect or indirect service or assistance to any individual, or has provided during the Termcorporation, the relevant Company Products or Servicespartnership, joint venture and other business entity (ii) Executive shall be considered to have become “associated with whether as a Competitive Activity” if Executive becomes directly or indirectly involved as an ownerdirector, principalofficer, manager, supervisor, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual otherwise) but not ownership of 2% or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to five percent (5%) less of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, and (iv) Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination shall be made by the Company in good faithpublic company.

Non-Competition. In consideration of this Agreement, The Grantee covenants and for other good and valuable consideration provided hereunder, agrees that during the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during ExecutiveGrantee’s employment with the Company Employment and for a period of twelve (12) twelve months thereafter, Executive (and such period shall not, without be tolled on a day-to-day basis for each day during which the prior written consent Grantee participates in any activity in violation of the Companyrestrictions set forth in this Section 10(a)) following the termination of the Grantee’s Employment, whether such termination occurs at the insistence of the Company or its Affiliates or the Grantee (for whatever reason), the Grantee will not, directly or indirectly, engage alone or in association with others, anywhere in the Territory (as defined below), own, manage, operate, control or become associated participate in the ownership, management, operation or control of, or be connected as an officer, employee, investor, principal, joint venturer, shareholder, partner, director, consultant, agent or otherwise with, or have any financial interest (through stock or other equity ownership, investment of capital, the lending of money or otherwise) in, any business, venture or activity that directly or indirectly competes, or is in planning, or has undertaken any preparation, to compete, with the Business of the Company or any of its Immediate Affiliates (any Person who engages in any such business venture or activity, a Competitive Activity“Competitor”), except that nothing contained in this Section 10(a) shall prevent the Grantee’s wholly passive ownership of two percent (2%) or less of the equity securities of any Competitor that is a publicly-traded company. For purposes of this Section 2(b10(a), (i) a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business Business of the Company or any of its Immediate Affiliates” is engaged in that of arts and crafts specialty retailer providing materials, ideas and education for creative activities, as well as any other business that the Company or any of the date hereof its Immediate Affiliates conducts or is actively planning to conduct at any time during the Term, provided such business or endeavor is in the United StatesGrantee’s Employment, or in with respect to the Grantee’s obligations following the termination of the Grantee’s Employment the twelve (12) months immediately preceding the termination of the Grantee’s Employment; provided, that the term “Competitor” shall not include any foreign jurisdiction in which business, venture or activity whose gross receipts derived from the Company providesretail sale of arts and crafts products (aggregated with the gross receipts derived from the retail sale of arts and crafts projects of any related business, venture or has provided during the Term, the relevant Company Products or Services, and (iiactivity) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to five are less than ten percent (510%) of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock aggregate gross receipts of such corporation is either listed on a national stock exchange businesses, ventures or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions contained in activities. For purposes of this Section 2(b) shall lapse, and (iv) Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination shall be made by the Company in good faith.10(a),

Non-Competition. In consideration Employee acknowledges and agrees that the Company is engaged in a highly competitive business and, by virtue of this AgreementEmployee’s position and responsibilities with the Company and Employee’s access to the Confidential Information, engaging in any business which is directly competitive with the business of the Company will cause it great and for other good irreparable harm. Accordingly, Employee covenants and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged agrees that so long as Employee is employed by Executive, Executive hereby agrees and covenants that, during Executive’s employment with the Company and for a period of two (122) twelve months thereafteryears after such employment is terminated, Executive shall whether voluntarily or involuntarily, Employee will not, without the prior express written consent of the Chief Executive Officer of the Company, directly or indirectly, engage own, manage, operate or control, or be employed in an executive, management, sales, research, marketing, or become associated with a Competitive Activity. For purposes of this Section 2(bcustomer service capacity (all areas for which Employee had responsibility and/or involvement while employed by the Company), (i) a “Competitive Activity” means by any business company or other endeavor involving products business engaged in the provision of commercial real estate information or services that are software or such other related business as the same or similar to products or services (Company may become engaged during Employee’s employment by the “Company Products or Services”) that any business Company. Consistent with the broad responsibilities of Employee on behalf of the Company is engaged in providing as of and the date hereof or at any time during geographic territory serviced by the TermCompany, provided such business or endeavor is this restriction shall apply in the United States, or in the United Kingdom and any foreign jurisdiction in which other country where the Company providesis operating at the time Employee leaves employment with the Company. Employee and the Company specifically agree that the companies restricted by this Agreement include but are not limited to: LoopNet, or has provided during Inc.; Xceligent; Black’s Guide; Dxxxx Publishing; Commercial Search, Cityfeet, Octane Ventures, Oxxxxxxxxxx.xxx, Mxxxxxxx & Swift, Yale Rxxxxxx, Estates Gazette and RXXX; provided, however, that the Term, the relevant Company Products or Services, and (ii) Executive foregoing covenant shall not be considered deemed to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved prohibit Employee from acquiring as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to five not more than one percent (51%) of the outstanding capital stock of any publicly-a competing business whose stock is traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock securities exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, and (iv) Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination shall be made by the Company in good faithover-the-counter.

Non-Competition. In consideration of (a) For a period commencing on the Closing Date and terminating on the third anniversary thereof (the "PERIOD"), as an inducement to Buyer to execute this AgreementAgreement and complete the transactions contemplated hereby, and for other good and valuable consideration provided hereunder, in order to preserve the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment goodwill associated with the Company Business, Parent and for a period of Seller will not (121) twelve months thereafterengage in, Executive shall notcontinue in, without the prior written consent of the Company, directly or indirectly, engage participate in or become associated with a Competitive Activity. For purposes of this Section 2(b), (i) a “Competitive Activity” means have any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Term, provided such business or endeavor is in the United States, or material interest in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individualsole proprietorship, partnership, corporation or other organization business that is engaged primarily or in a Competitive Activity. Notwithstanding anything else any material respect in this Section 2(bthe business of the manufacture, sale or distribution of pressure sensitive and water activated tape and industrial electrical tape serving either the retail or industrial end markets (the "PROHIBITED BUSINESS") in North America (the "TERRITORY"), (2) consult with, advise or assist in any way, whether or not for consideration, any corporation, partnership, firm or other business organization which is now or becomes a competitor of Buyer in any aspect with respect to the Prohibited Business, including, but not limited to, with respect to the Prohibited Business, advertising or otherwise endorsing the products of any such competitor, soliciting customers or otherwise serving as an intermediary for any such competition or engaging in any form of business transaction on other than an arms'-length basis with any such competitor; or (3) unless Buyer has terminated such Transferred Employee, solicit for employment any Transferred Employee that has been employed by Buyer, without the prior consent of Buyer; PROVIDED, HOWEVER, that nothing herein shall be deemed to prevent (i) Executive may become employed by a partnershipParent or Seller from acquiring through market purchases and owning, corporation solely as an investment, less than five percent of the equity securities of any class of any issuer whose shares are registered under Section 12(b) or other organization that is engaged 12(g) of the Exchange Act, and are listed or admitted for trading on any United States national securities exchange or are quoted on the Nasdaq National Market, or any similar system of automated dissemination of quotations of securities prices in a Competitive Activity common use, so long as Executive has no direct or indirect responsibilities or involvement in neither Parent nor Seller is a member of any "control group" (within the Competitive Activitymeaning of the rules and regulations of the United States Securities and Exchange Commission) of any such issuer, (ii) Executive may ownany offer by Parent or Seller to employ a person in the Prohibited Business (except as set forth in this Section), for investment purposes only, up to five percent (5%) of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated Parent or Seller from being acquired by a person engaged in any business in competition with the Company for Prohibited Business of Seller. The parties agree that Buyer may sell, assign or otherwise transfer this covenant not to compete, in whole or in part, to any reason other than Executive’s deathperson, Disability corporation, firm or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, and (iv) Executive shall only be subject entity that succeeds to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination shall be made by the Company in good faith.the

Non-Competition. In consideration During the term of this Agreement and thereafter as set forth below in this Section 3.4(a), no party to this Agreement, no Shareholder and for other good and valuable consideration provided hereunder, the receipt and sufficiency no Affiliate of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment with the Company and for a period of (12) twelve months thereafter, Executive shall not, without the prior written consent any of the Company, foregoing shall directly or indirectly, engage in or become associated with a Competitive Activity. For purposes of this Section 2(b), indirectly (i) engage in Operations in the Territory other than through the Joint Venture Company or a “Competitive Activity” means Subsidiary thereof, (ii) compete with the Joint Venture Company or any business of its Subsidiaries for opportunities to engage in Operations in the Territory; (iii) provide any assistance to any Person providing or requiring Operations in the Territory other than through the Joint Venture Company or a Subsidiary thereof; or (iv) own, beneficially or of record, an equity or other ownership interest in any Person or other business endeavor involving products or services that are engages in Operations in the same or similar Territory other than the Joint Venture Company and its Subsidiaries; provided that the limitation set forth in clause (iv) of this sentence shall not apply to products or services (the “Company Products or Services”) that any business ownership of less than 5% of the Company is engaged outstanding securities of any entity whose securities are publicly traded. The limitations on competition contained in providing as this Section 3.4(a) shall remain in effect following termination of this Agreement (i) with respect to Xxxxxxx, any Person who has acquired beneficial ownership of any Shares issued to Xxxxxxx (each a "Xxxxxxx Transferee"), and their respective Affiliates until the date fifth anniversary of any termination of this Agreement caused by a purchase of Shares from Xxxxxxx or Xxxxxxx Transferees pursuant to Sections 11.2 or 11.3 hereof or at otherwise or the sale by Xxxxxxx or a Xxxxxxx Transferee to any time during the TermThird Party, provided such business including OMNI, OMNI International or endeavor is in the United Statesany OMNI Transferee, or in any foreign jurisdiction in which the Company providesas defined below, or has provided during the Term, the relevant Company Products or Servicespursuant to Section 11.4, and (ii) Executive shall be considered with respect to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as OMNI, OMNI International and any Person who has acquired beneficial ownership of any Shares issued to OMNI International (each an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b"OMNI Transferee"), (i) Executive may become employed by a partnership, corporation and their respective Affiliates until the fifth anniversary of any purchase of Shares from OMNI International or other organization that is engaged in a Competitive Activity so long any OMNI Transferee pursuant to Section 11.2 hereof or otherwise. Except as Executive has no direct or indirect responsibilities or involvement set forth in the Competitive Activityimmediately preceding sentence, (ii) Executive may ownupon any termination of this Agreement, for investment purposes only, up to five percent (5%) of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed limitations on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions competition contained in this Section 2(b3.4(a) shall lapseremain in effect for a period of five years after the date of such termination (i) with respect to Xxxxxxx, all Xxxxxxx Transferees and the respective Affiliates of each of the foregoing, provided that the term "Operations" in the first sentence of this Section 3.4(a), for purposes of this clause be defined as "providing seismic drilling, helicopter support and other related services (excluding survey services) to, and the assembly, manufacture and repair of drilling equipment for use by the onshore geophysical industry"; and (ivii) Executive shall only with respect to OMNI, OMNI International, all OMNI Transferees and the respective Affiliate of each of the foregoing; provided that the term "Operations" in the first sentence of this Section 3.4(a) for purposes of this clause be subject defined as "providing line cutting services to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination shall be made by the Company in good faithgeophysical industry".

Non-Competition. In consideration (a) The Purchaser and the Seller agree that the Purchase Price was fixed on the basis that the transfer of this Agreement, the Transferred Assets to the Purchaser would provide the Purchaser with the full benefit and good will of the Seller as it existed on the Closing Date. The Seller acknowledges that it is proper for other good and valuable consideration provided hereunderthe Purchaser to have assurance that the value of the Transferred Assets will not be diminished by acts of the Seller after the Closing Date. Accordingly, the receipt Seller covenants and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment commencing on the Closing Date and ending on July 21, 2015 , it will not (i) directly or indirectly compete with, or own, manage, operate, or control or participate in the ownership, management, operation or control of, or provide consulting services to, any business, firm, corporation, partnership, person, proprietorship or other entity which is conducting any business which competes with the Company and for a period of (12) twelve months thereafter, Executive shall not, without the prior written consent business of the CompanySeller as constituted on the Closing Date or as constituted thereafter before July 21, directly 2015, to the extent reflecting a reasonable extension of the Seller's line or indirectly, engage in or become associated with a Competitive Activity. For purposes lines of this Section 2(bbusiness as constituted on the Closing Date (the "Restricted Business"), (i) a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Term, provided such business or endeavor is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in solicit employment by any other individual or representative capacity with any individualperson, partnership, corporation or other organization that is engaged entity of any of the employees, consultants, agents, or independent contractors of the Seller (for this purpose the terms "employees," "consultants," "agents," and "independent contractors" shall include any persons having such status with regard to the Seller at any time during the six (6) months preceding any solicitation in a Competitive Activity. Notwithstanding anything else in this Section 2(bquestion), (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to five percent (5%) of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated solicit, interfere with, or endeavor to entice away from the Seller, on behalf of any person, partnership, corporation, or other entity, any customer of the Restricted Business of the Seller. If the Seller commits a breach, or threatens to commit a breach, of any of the provisions of this Section 8.3, the Purchaser shall have the right and remedy, in addition to any others, to have the provisions of this Section 8.3 specifically enforced by any court having equity jurisdiction, together with an accounting therefor, it being acknowledged and understood by the Company for Seller that any reason other than Executive’s death, Disability such breach or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, and (iv) Executive shall only be subject threatened breach will cause irreparable injury to the restrictions contained in this Section 2(b) to the extent the activity Purchaser and that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination shall be made by the Company in good faithmoney damages will not provide an adequate remedy therefor.

Non-Competition. In Executive hereby acknowledges that the services which he will perform for the Company are of a special and unique nature, and that the Company would find it extremely difficult or impossible to replace Executive. Accordingly, Executive agrees that, in consideration of this Agreement, Agreement and for other good and valuable consideration provided the payments to be received by him hereunder, from and after the receipt date hereof through the period during which Executive continues to be employed by the Company and sufficiency following termination of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment with for any reason until the Company first anniversary (or the second anniversary in the event Executive is entitled to payments under Sections 5(a)(B)(x) and for a period (y)) of such termination of employment (12) twelve months thereafterthe “Non-Competition Period”), Executive shall not, without the prior written consent of the Company, directly or indirectly, engage own, manage, operate, join, control or participate in the ownership, management, operation or become associated control of, or be connected as a director, officer, employee, partner, lender, consultant or otherwise (“Participate” or a “Participation”) with a Competitive Activityany Competitor (as hereinafter defined), except with the Company’s prior written consent. For purposes of this Section 2(b)Agreement, (i) a the term “Competitive ActivityCompetitor” means shall mean any business or other endeavor involving products or services that are entity engaged in the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged providing property monitoring services with revenue in providing as excess of the date hereof or at any time One Million Dollars ($1,000,000) during the Term, provided such business or endeavor is in the United States, or in any foreign jurisdiction in most recent twelve (12) month period for which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activitystatements are available. Notwithstanding anything else Nothing in this Section 2(b), (i) section shall prohibit Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, from owning for investment purposes only, an aggregate of up to five percent (5%) 3% of the outstanding capital stock publicly traded securities of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange the New York Stock Exchange or American Stock Exchange or whose securities are quoted on the NASDAQ National Market System and if Market. Notwithstanding anything which may be to the contrary herein, Executive is shall not otherwise affiliated be required to cease Participation in any business or organization which begins to compete with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company subsequent to the time Executive commences such Participation, provided that such business or organization began to compete with the Company through no action, assistance, or plan of Executive. It is the desire and intent of the parties that the provisions of this Section 7 shall be enforced under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Section 7 is adjudicated to be invalid or unenforceable or shall for any reason other than Executive’s deathbe held to be excessively broad as to duration, Disability geographic scope, activity or Causesubject, or it shall be construed by Executive for Good Reasonlimiting and reducing it, then the restrictions contained in this Section 2(b) shall lapse, and (iv) Executive shall only so as to be subject to the restrictions contained in this Section 2(b) enforceable to the extent the activity that would otherwise compatible with applicable law and such provision shall be prohibited by this section poses a reasonable competitive threat deemed modified and amended to the Companyextent necessary to render such provision enforceable in such jurisdiction. If Executive challenges the enforceability of the provisions of this Section 7 in whole or in part as to any Competitors, which determination shall be made by the Company in good faithExecutive shall, immediately upon such challenge, forfeit any right to any payments and benefits under Section 5(a) or 5(b) that he has not already received.

Non-Competition. In consideration Without limiting or restricting any Principal Stockholder's non-competition or non-solicitation obligations under any other agreement between such Principal Stockholder and StatusOne or American Healthways, or any affiliate of this Agreement, and for other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants thatAmerican Healthways, during Executive’s employment with the Company and for four (4) year period immediately following the Closing, which period shall automatically be extended by a period of (12) twelve months thereafter, Executive shall not, without the prior written consent time equal to any period in which any of the CompanyPrincipal Stockholders and/or any of their Affiliates (as defined below) is in breach of any obligations under this Section 8.1 (including any such extension, the "Restricted Period"), each of the Principal Stockholders and each Principal Stockholder's spouse, parents and any other relative of such Principal Stockholder who resides at the principal residence of such Principal Stockholder, or any other person or entity that directly or indirectly, engage in is controlled by or become associated is under common control with a Competitive Activity. For purposes of this Section 2(b)such Principal Stockholder (each, (ian "Affiliate") a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Termshall not engage, provided such business or endeavor is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved (except as an ownera stockholder, principal, employeedirector, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(band/or employee of American Healthways), as a proprietor, equity holder, investor (i) Executive may become employed by except as a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to passive investor holding not more than five percent (5%) of the outstanding capital stock of any publicly-a publicly traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporationcompany), (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s deathlender, Disability or Causepartner, director, officer, employee, consultant, or representative, or in any other capacity, in any business which is competitive with American Healthways' business of providing disease management and care enhancement services to hospitals, health plans and employers anywhere in the United States of America and such international countries which American Healthways is doing business or contemplating doing business (the "Restricted Area") (each of American Healthways and the Principal Stockholders hereby acknowledging that American Healthways and its Affiliates are currently doing business or contemplating doing business throughout the Restricted Area), provided that the provision of legal or accounting professional services by Executive for Good Reason, then any natural person who is an Affiliate of a Principal Stockholder to any such business shall not by itself constitute a breach by such Principal Stockholder or the restrictions contained in applicable Affiliate of this Section 2(b) shall lapse8.1; provided, and (iv) Executive shall only be subject however, that any reference to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination "contemplated" business of American Healthways or its subsidiaries shall be made by the Company limited to those countries in good faithwhich American Healthways or its subsidiaries are actively considering conducting business and of which such Principal Stockholder is aware.