Common use of Agreement Not to Compete Clause in Contracts

Agreement Not to Compete. For a period equal to the term of Employee’s employment with the Company and through the date which is twelve (12) months following the Employee’s Date of Termination for any reason (the “Initial Noncompetition Period”), Employee shall not, without the prior written consent of the Company, and whether as employee, principal, agent, shareholder, partner, consultant, advisor, limited liability company manager or member, director, or otherwise, directly or indirectly, compete with the Company or any subsidiary of the Company in the business of manufacturing solar panel encapsulent, or the business of providing consumer product quality assurance services to third parties (collectively, the “Business”). The making or guarantying of a loan, lease or any other financial arrangement to, with or for any person or entity that engages in any of the activities described in the preceding sentence shall be deemed a breach of the covenant set forth in the preceding sentence. However, Employee may purchase or own up to 1% of the outstanding stock of any publicly traded corporation that competes with the Company or any Company Affiliate, but may not be employed by or otherwise participate in the activities of such corporation. For purposes of this agreement, “Company Affiliate” means any entity directly or indirectly controlled by the Company, and also includes STR Holdings, Inc. and any of its direct or indirect subsidiaries. The Company shall have the option to extend the Initial Noncompetition Period for an additional twelve (12) months (the “Extended Noncompetition Period” and, together with the Initial Noncompetition Period, the “Noncompetition Period”); provided, that the Company gives the Executive written notice of such extension at least six (6) months prior to the expiration of the Initial Noncompetition Period, and agrees to pay to the Employee, in accordance with the Company’s regular payroll practice, the Executive’s Annual Base Salary, and to continue the Executive’s participation in the Company’s health and life insurance and retirement plans through the Extended Noncompetition Period. Employee represents and warrants that he does not own, directly, indirectly, in whole or in part, beneficially or otherwise, any company or enterprise that competes with or participates in the Business, or otherwise engage in any activity that would violate this Section 1.

Agreement Not to Compete. For a period equal to the term of Employee’s employment with the Company and through the date which is twelve (12) months following the Employee’s Date of Termination for any reason (the “Initial Noncompetition Period”), Employee shall not, without the prior written consent of the Company, and whether as employee, principal, agent, shareholder, partner, consultant, advisor, limited liability company manager or member, director, or otherwise, directly or indirectly, compete with the Company or any subsidiary of the Company in the business of manufacturing solar panel encapsulent, or the business of providing consumer product quality assurance services to third parties (collectively, the “Business”). The making or guarantying of a loan, lease or any other financial arrangement to, with or for any person or entity that engages in any of the activities described in the preceding sentence shall be deemed a breach of the covenant set forth in the preceding sentence. However, Employee may purchase or own up to 1% of the outstanding stock of any publicly traded corporation that competes with the Company or any Company Affiliate, but may not be employed by or otherwise participate in the activities of such corporation. For purposes of this agreement, “Company Affiliate” means any entity directly or indirectly controlled by the Company, and also includes STR Holdings, Inc. Holdings LLC and any of its direct or indirect subsidiaries. The Company shall have the option to extend the Initial Noncompetition Period for an additional twelve (12) months (the “Extended Noncompetition Period” and, together with the Initial Noncompetition Period, the “Noncompetition Period”); provided, that the Company gives the Executive written notice of such extension at least six (6) months prior to the expiration of the Initial Noncompetition Period, and agrees to pay to the Employee, in accordance with the Company’s regular payroll practice, the Executive’s Annual Base Salary, and to continue the Executive’s participation in the Company’s health and life insurance and retirement plans through the Extended Noncompetition Period. Employee represents and warrants that he does not own, directly, indirectly, in whole or in part, beneficially or otherwise, any company or enterprise that competes with or participates in the Business, or otherwise engage in any activity that would violate this Section 1.

Agreement Not to Compete. For a period equal The Executive acknowledges that the Company has spent significant time, effort and resources protecting its Confidential Information and customer goodwill. The Executive further acknowledges that the Confidential Information is of significant competitive value to the term Company the industry in which it competes, and that the use or disclosure, even if inadvertent, of Employeesuch Confidential Information for the benefit of a competitor would cause significant damage to the legitimate business interests of the Company. Accordingly, in order to protect the legitimate business and customer goodwill interests of the Company, to protect that Confidential Information against inappropriate use or disclosure, and in consideration for the Executive’s employment with and the Company benefits provided to the Executive (including, without limitation, the benefits payable to the Executive pursuant to this Agreement, the Executive agrees that during the period commencing on the Effective Date and through ending on the date which that is twelve (12) months following after the Employee’s Date of Termination for any reason (the “Initial Noncompetition Restricted Period”), Employee shall not, without the prior written consent of the CompanyCompany (which consent shall not be unreasonably withheld, and whether conditioned, or delayed) the Executive shall not directly or indirectly (including, without limitation, as an employee, principalofficer, agentdirector, shareholder, partnerowner, consultant, advisor, limited liability company manager or member, directormanager, or otherwise, directly or indirectly, independent contractor) compete with the Company or any subsidiary or affiliate of the Company in the business of manufacturing solar panel encapsulent, or the business of providing consumer product quality assurance services to third parties (collectively, the “BusinessCompany Group”) within any state, province or region in any country in which the Company Group conducts business as of the Date of Termination. For the purposes of this Section 5(c), the business of the Company Group shall include any business in any state, province or region in any country in which the Company Group conducts business as of the Date of Termination that manufactures and/or sells (i) wallboard for interior and exterior applications, (ii) joint compounds and/or (iii) other related products. The making foregoing, however, shall not prevent the Executive’s passive ownership of up to five percent (5%) or guarantying of a loan, lease or any other financial arrangement to, with or for any person or entity that engages in any less of the activities described in the preceding sentence shall be deemed a breach of the covenant set forth in the preceding sentence. However, Employee may purchase or own up to 1% of the outstanding stock equity securities of any publicly traded corporation that competes with the Company or any Company Affiliate, but may not be employed by or otherwise participate in the activities of such corporation. For purposes of this agreement, “Company Affiliate” means any entity directly or indirectly controlled by the Company, and also includes STR Holdings, Inc. and any of its direct or indirect subsidiaries. The Company shall have the option to extend the Initial Noncompetition Period for an additional twelve (12) months (the “Extended Noncompetition Period” and, together with the Initial Noncompetition Period, the “Noncompetition Period”); provided, that the Company gives the Executive written notice of such extension at least six (6) months prior to the expiration of the Initial Noncompetition Period, and agrees to pay to the Employee, in accordance with the Company’s regular payroll practice, the Executive’s Annual Base Salary, and to continue the Executive’s participation in the Company’s health and life insurance and retirement plans through the Extended Noncompetition Period. Employee represents and warrants that he does not own, directly, indirectly, in whole or in part, beneficially or otherwise, any company or enterprise that competes with or participates in the Business, or otherwise engage in any activity that would violate this Section 1company.

Agreement Not to Compete. For a period equal to the term of Employee’s employment with the Company and through the date which is twelve twenty-seven (1227) months following the Employee’s Date of Termination for any reason (the “Initial Noncompetition Period”), provided Company is not in material default under this Agreement or the Employment Agreement, Employee shall not, without the prior written consent of the Company, and whether as employee, principal, agent, shareholder, partner, consultant, advisor, limited liability company manager or member, director, or otherwise, directly or indirectly, compete with the Company or any subsidiary of the Company in the business of manufacturing solar panel encapsulent, or the business of providing consumer product quality assurance services to third parties (collectively, the “Business”). The making or guarantying of a loan, lease or any other financial arrangement to, with or for any person or entity that engages in any of the activities described in the preceding sentence shall be deemed a breach of the covenant set forth in the preceding sentence. However, Employee may purchase or own up to 15% of the outstanding stock of any publicly traded corporation that competes with the Company or any Company AffiliateAffiliate in the Business, but may not be employed by or otherwise participate in the activities of such corporation. For purposes of this agreement, “Company Affiliate” means any entity directly or indirectly controlled by the Company, and also includes STR Holdings, Inc. and any of its direct or indirect subsidiaries. The Provided Company is not in material default under this Agreement or the Employment Agreement, the Company shall have the option to extend the Initial Noncompetition Period for an additional twelve (12) months (the “Extended Noncompetition Period” and, together with the Initial Noncompetition Period, the “Noncompetition Period”); provided, that the Company gives the Executive written notice of such extension at least six (6) months prior to the expiration of the Initial Noncompetition Period, and agrees to pay to the Employee, in accordance with the Company’s regular payroll practice, the Executive’s Annual Base Salary, and to continue the Executive’s participation in the Company’s health and life insurance and retirement plans through the Extended Noncompetition Period. For all purposes of this Agreement and the Employment Agreement (including article 3. below), the Noncompetition Period shall not apply or restrict Employee’s activities, nor shall the term of the Noncompetition Period be extended, during any time Company is in material default under this Agreement or the Employment Agreement. Employee represents and warrants that he does not own, directly, indirectly, in whole or in part, beneficially or otherwise, any company or enterprise that competes with or participates in the Business, or otherwise engage in any activity that would violate this Section 1.

Agreement Not to Compete. For a period equal The Executive acknowledges that the Company has spent significant time, effort and resources protecting its Confidential Information and customer goodwill. The Executive further acknowledges that the Confidential Information is of significant competitive value to the term Company in the industry in which it competes, and that the use or disclosure, even if inadvertent, of Employeesuch Confidential Information for the benefit of a competitor would cause significant damage to the legitimate business interests of the Company. Accordingly, in order to protect the legitimate business and customer goodwill interests of the Company, to protect that Confidential Information against inappropriate use or disclosure, and in consideration for the Executive’s employment with and the Company benefits provided to the Executive (including, without limitation, the benefits payable to the Executive pursuant to this Agreement), the Executive agrees that during the period commencing on the Effective Date and through ending on the date which that is twelve (12) months following after the Employee’s Date of Termination for any reason (the “Initial Noncompetition Restricted Period”), Employee shall not, without the prior written consent of the Company (which consent shall be exercised in the Company’s sole and absolute discretion) the Executive shall not directly or indirectly (including, and whether without limitation, as an employee, principalofficer, agentdirector, shareholder, partnerowner, consultant, advisor, limited liability company manager or member, directormanager, or otherwiseindependent contractor) engage in or be employed by or otherwise provide services for compensation to any entity engaged in the business of developing, directly manufacturing, or indirectlyselling water infrastructure products, compete with including without limitation, concrete, steel and ductile iron pipe, fabrication and fittings, and precast concrete products, including drainage, structural and specialty products, and storm water management products within any state, province or region (whether in the Company United States or in any country) in which the Company, any subsidiary of the Company in the business of manufacturing solar panel encapsulentCompany, or any affiliate of the business of providing consumer product quality assurance services to third parties Company that is under the common control with the Company (collectively, the “Company Group”) conducts such business as of the Date of Termination (a “Competing Business”). The making foregoing, however, shall not prevent the Executive’s passive ownership of up to five percent (5%) or guarantying of a loan, lease or any other financial arrangement to, with or for any person or entity that engages in any less of the activities described in the preceding sentence shall be deemed a breach of the covenant set forth in the preceding sentence. However, Employee may purchase or own up to 1% of the outstanding stock equity securities of any publicly traded corporation that competes with the Company or any Company Affiliate, but may not be employed by or otherwise participate in the activities of such corporation. For purposes of this agreement, “Company Affiliate” means any entity directly or indirectly controlled by the Company, and also includes STR Holdings, Inc. and any of its direct or indirect subsidiaries. The Company shall have the option to extend the Initial Noncompetition Period for an additional twelve (12) months (the “Extended Noncompetition Period” and, together with the Initial Noncompetition Period, the “Noncompetition Period”); provided, that the Company gives the Executive written notice of such extension at least six (6) months prior to the expiration of the Initial Noncompetition Period, and agrees to pay to the Employee, in accordance with the Company’s regular payroll practice, the Executive’s Annual Base Salary, and to continue the Executive’s participation in the Company’s health and life insurance and retirement plans through the Extended Noncompetition Period. Employee represents and warrants that he does not own, directly, indirectly, in whole or in part, beneficially or otherwise, any company or enterprise that competes with or participates in the Business, or otherwise engage in any activity that would violate this Section 1company.

Agreement Not to Compete. For a period equal to the term of Employee’s employment with the Company and through the date which is twelve nine (129) months following the Employee’s Date of Termination for any reason (the “Initial Noncompetition Period”), Employee shall not, without the prior written consent of the Company, and whether as employee, principal, agent, shareholder, partner, consultant, advisor, limited liability company manager or member, director, or otherwise, directly or indirectly, compete with the Company or any subsidiary of the Company in the business of manufacturing solar panel encapsulent, or the business of providing consumer product quality assurance services to third parties (collectively, the “Business”). The making or guarantying of a loan, lease or any other financial arrangement to, with or for any person or entity that engages in any of the activities described in the preceding sentence shall be deemed a breach of the covenant set forth in the preceding sentence. However, Employee may purchase or own up to 1% of the outstanding stock of any publicly traded corporation that competes with the Company or any Company Affiliate, but may not be employed by or otherwise participate in the activities of such corporation. For purposes of this agreement, “Company Affiliate” means any entity directly or indirectly controlled by the Company, and also includes STR Holdings, Inc. and any of its direct or indirect subsidiaries. The Company shall have the option to extend the Initial Noncompetition Period for an additional twelve (12) months (the “Extended Noncompetition Period” and, together with the Initial Noncompetition Period, the “Noncompetition Period”); provided, that the Company gives the Executive written notice of such extension at least six (6) months prior to the expiration of the Initial Noncompetition Period, and agrees to pay to the Employee, in accordance with the Company’s regular payroll practice, the Executive’s Annual Base Salary, and to continue the Executive’s participation in the Company’s health and life insurance and retirement plans through the Extended Noncompetition Period. Employee represents and warrants that he does not own, directly, indirectly, in whole or in part, beneficially or otherwise, any company or enterprise that competes with or participates in the Business, or otherwise engage in any activity that would violate this Section 1.

Agreement Not to Compete. For (a) During the Noncompetition Period (defined below), unless the Company waives its rights under this Section in a writing authorized by the Board, Executive will not, directly or indirectly, either for himself or as an owner, partner, shareholder, director, officer, employee, agent or consultant of another, render services or advice to any person or entity who is “in competition with the Company” anywhere in the United States. During the Noncompetition Period neither Executive or any business with whom Executive may become associated will recruit or solicit for employment any person who is an employee of the Company. If the Term ends because of Executive’s resignation, then “Noncompetition Period” will mean the Term plus a period equal to the term of Employee’s employment with the Company and through the date which is twelve (12) months following after the Employee’s Date of Termination for any reason (the “Initial Noncompetition Period”), Employee shall not, without the prior written consent end of the Company, and whether as employee, principal, agent, shareholder, partner, consultant, advisor, limited liability company manager or member, director, or otherwise, directly or indirectly, compete with Term. If the Term ends because of notice by the Company or any subsidiary to Executive of the Company in the business of manufacturing solar panel encapsulenttermination, or the business of providing consumer product quality assurance services to third parties (collectively, the then “Business”). The making or guarantying of a loan, lease or any other financial arrangement to, with or for any person or entity that engages in any of the activities described in the preceding sentence shall be deemed a breach of the covenant set forth in the preceding sentence. However, Employee may purchase or own up to 1% of the outstanding stock of any publicly traded corporation that competes with the Company or any Company Affiliate, but may not be employed by or otherwise participate in the activities of such corporation. For purposes of this agreement, “Company Affiliate” means any entity directly or indirectly controlled by the Company, and also includes STR Holdings, Inc. and any of its direct or indirect subsidiaries. The Company shall have the option to extend the Initial Noncompetition Period for an additional twelve (12) months (the “Extended Noncompetition Period” and, together with will mean the Initial Noncompetition Period, the “Noncompetition Period”); provided, that the Company gives the Executive written notice Term plus a period of such extension at least six (6) months prior to after the expiration end of the Initial Noncompetition Period, and agrees to pay to the Employee, Term. A person or entity will be “in accordance competition with the Company’s regular payroll practice, ” only if such person or entity sells products or services that actually compete with the Executive’s Annual Base Salary, and products or services of the Company currently being sold to continue the Executive’s participation in the Company’s health and life insurance and retirement plans through then existing customers at the Extended time the Term ends or, as to new products or services known of by Executive during the Term, will be first offered for sale to existing or new customers within six (6) months of the end of the Term. Notwithstanding the foregoing, Executive will not be prohibited from being employed by a person or entity “in competition with the Company” if Executive’s duties with such person or entity during the Noncompetition Period. Employee represents and warrants Period are restricted so that he does they do not own, directly, indirectly, in whole or in part, beneficially or otherwise, any company or enterprise that competes with or participates in the Business, or otherwise engage involve in any activity respect products or services that would violate this Section 1actually compete with the products or services of the Company currently being sold to the Company’s then existing customers at the time the Term ends or, as to new products or services known of by Executive during the Term, will be first offered for sale to existing or new customers within six (6) months of the end of the Term. A person or entity will not be “in competition with the Company” if Executive’s only involvement with such person or entity is the purchasing, acquiring or holding of not more than a total of five percent (5%) of the outstanding securities of any publicly held corporation.

Agreement Not to Compete. For a period equal The Executive acknowledges that the Company has spent significant time, effort and resources protecting its Confidential Information and customer goodwill. The Executive further acknowledges that the Confidential Information is of significant competitive value to the term Company in the industry in which it competes, and that the use or disclosure, even if inadvertent, of Employeesuch Confidential Information for the benefit of a competitor would cause significant damage to the legitimate business interests of the Company. Accordingly, in order to protect the legitimate business and customer goodwill interests of the Company, to protect that Confidential Information against inappropriate use or disclosure, and in consideration for the Executive’s employment with and the Company benefits provided to the Executive (including, without limitation, the benefits payable to the Executive pursuant to this Agreement), the Executive agrees that during the period commencing on the Effective Date and through ending on the date which that is twelve (12) months following after the Employee’s Date of Termination for any reason of this Agreement (the “Initial Noncompetition Restricted Period”), Employee shall not, without the prior written consent of the Company (which consent shall be exercised in the Company’s sole and absolute discretion) the Executive shall not directly or indirectly (including, and whether without limitation, as an employee, principalofficer, agentdirector, shareholder, partnerowner, consultant, advisor, limited liability company manager or member, directormanager, or otherwise, directly independent contractor) engage in or indirectly, compete with be employed by or otherwise provide services for compensation to any entity that offers the same or substantially similar products or services as the Company or any of its subsidiaries offered or took steps toward offering during the Employment Period., within any state, province or region (whether in the United States or in any country) in which the Company, any subsidiary of the Company in the business of manufacturing solar panel encapsulentCompany, or any affiliate of the business of providing consumer product quality assurance services to third parties Company that is under the common control with the Company (collectively, the “Company Group”) conducts such business as of the Date of Termination (a “Competing Business”). The making foregoing, however, shall not prevent the Executive’s passive ownership of up to five percent (5%) or guarantying of a loan, lease or any other financial arrangement to, with or for any person or entity that engages in any less of the activities described in the preceding sentence shall be deemed a breach of the covenant set forth in the preceding sentence. However, Employee may purchase or own up to 1% of the outstanding stock equity securities of any publicly traded corporation that competes with the Company or any Company Affiliate, but may not be employed by or otherwise participate in the activities of such corporation. For purposes of this agreement, “Company Affiliate” means any entity directly or indirectly controlled by the Company, and also includes STR Holdings, Inc. and any of its direct or indirect subsidiaries. The Company shall have the option to extend the Initial Noncompetition Period for an additional twelve (12) months (the “Extended Noncompetition Period” and, together with the Initial Noncompetition Period, the “Noncompetition Period”); provided, that the Company gives the Executive written notice of such extension at least six (6) months prior to the expiration of the Initial Noncompetition Period, and agrees to pay to the Employee, in accordance with the Company’s regular payroll practice, the Executive’s Annual Base Salary, and to continue the Executive’s participation in the Company’s health and life insurance and retirement plans through the Extended Noncompetition Period. Employee represents and warrants that he does not own, directly, indirectly, in whole or in part, beneficially or otherwise, any company or enterprise that competes with or participates in the Business, or otherwise engage in any activity that would violate this Section 1company.

Agreement Not to Compete. For (a) During the Noncompetition Period (defined below), unless the Company waives its rights under this Section in a writing authorized by the Board, Executive will not, directly or indirectly, either for himself or as an owner, partner, shareholder, director, officer, employee, agent or consultant of another, render services or advice to any person or entity who is "in competition with the Company" anywhere in the United States. During the Noncompetition Period neither Executive or any business with whom Executive may become associated will recruit or solicit for employment any person who is an employee of the Company. If the Term ends because of Executive's resignation, then "Noncompetition Period" will mean the Term plus a period equal to the term of Employee’s employment with the Company and through the date which is twelve (12) months following after the Employee’s Date end of Termination for any reason (the “Initial Term. If the Term ends because of notice by the Company to Executive of termination, then "Noncompetition Period”), Employee shall not, without " will mean the prior written consent Term plus a period of the Company, and whether as employee, principal, agent, shareholder, partner, consultant, advisor, limited liability company manager or member, director, or otherwise, directly or indirectly, compete with the Company or any subsidiary of the Company in the business of manufacturing solar panel encapsulent, or the business of providing consumer product quality assurance services to third parties (collectively, the “Business”). The making or guarantying of a loan, lease or any other financial arrangement to, with or for any person or entity that engages in any of the activities described in the preceding sentence shall be deemed a breach of the covenant set forth in the preceding sentence. However, Employee may purchase or own up to 1% of the outstanding stock of any publicly traded corporation that competes with the Company or any Company Affiliate, but may not be employed by or otherwise participate in the activities of such corporation. For purposes of this agreement, “Company Affiliate” means any entity directly or indirectly controlled by the Company, and also includes STR Holdings, Inc. and any of its direct or indirect subsidiaries. The Company shall have the option to extend the Initial Noncompetition Period for an additional twelve (12) months (the “Extended Noncompetition Period” and, together with the Initial Noncompetition Period, the “Noncompetition Period”); provided, that the Company gives the Executive written notice of such extension at least six (6) months prior to after the expiration end of the Initial Noncompetition Period, and agrees to pay to the Employee, Term. A person or entity will be "in accordance competition with the Company’s regular payroll practice, " only if such person or entity sells products or services that actually compete with the Executive’s Annual Base Salary, and products or services of the Company currently being sold to continue the Executive’s participation in the Company’s health and life insurance and retirement plans through 's then existing customers at the Extended time the Term ends or, as to new products or services known of by Executive during the Term, will be first offered for sale to existing or new customers within six (6) months of the end of the Term. Notwithstanding the foregoing, Executive will not be prohibited from being employed by a person or entity "in competition with the Company" if Executive's duties with such person or entity during the Noncompetition Period. Employee represents and warrants Period are restricted so that he does they do not own, directly, indirectly, in whole or in part, beneficially or otherwise, any company or enterprise that competes with or participates in the Business, or otherwise engage involve in any activity respect products or services that would violate this Section 1actually compete with the products or services of the Company currently being sold to the Company's then existing customers at the time the Term ends or, as to new products or services known of by Executive during the Term, will be first offered for sale to existing or new customers within six (6) months of the end of the Term. A person or entity will not be "in competition with the Company" if Executive's only involvement with such person or entity is the purchasing, acquiring or holding of not more than a total of five percent (5%) of the outstanding securities of any publicly held corporation.

Agreement Not to Compete. For a period equal to During the term of Employee’s employment with the Company and through the date which is twelve Non-Competition Period (12) months following the Employee’s Date of Termination for any reason (the “Initial Noncompetition Period”defined below), the Employee shall not, without the prior written consent within those States of the CompanyUnited States in which the Company conducts its business, and whether as employee, principal, agent, shareholder, partner, consultant, advisor, limited liability company manager sells its products or member, directorservices, or otherwiseoffers its products or services for sale, engage, directly or indirectly, compete in any supervisory, managerial or other executive-level capacity, in any business that shall be competitive with any of those business activities in which the Company is engaged as of the date of this Agreement, which business activities consist of the development, marketing, licensing, maintenance, print outsourcing and support of software products or systems used in document automation, nor shall the Employee hire any employee of the Company or its subsidiaries or any subsidiary former employee of the Company in or its subsidiaries during the business of manufacturing solar panel encapsulent, or the business of providing consumer product quality assurance services to third parties (collectively, the “Business”). The making or guarantying of a loan, lease or any other financial arrangement to, with or for any person or entity that engages in any of the activities described in the preceding sentence shall be deemed a breach of the covenant set forth in the preceding sentence. However, Employee may purchase or own up to 1% of the outstanding stock of any publicly traded corporation that competes with the Company or any Company Affiliate, but may not be employed by or otherwise participate in the activities of such corporation. For purposes of this agreement, “Company Affiliate” means any entity directly or indirectly controlled by the Company, and also includes STR Holdings, Inc. and any of its direct or indirect subsidiaries. The Company shall have the option to extend the Initial Noncompetition Period for an additional twelve (12) months (the “Extended Noncompetition Period” and, together with the Initial Noncompetition Period, the “Noncompetition Period”); provided, that the Company gives the Executive written notice of such extension at least six (6) months prior period immediately following such former employee's termination or solicit any employee for the purpose of inducing the employee to terminate his or her employment with the expiration Company or its subsidiaries. In addition, during the Non-Competition Period, the Employee shall not within those States of the Initial Noncompetition PeriodUnited States in which the Company conducts its business, sells its products or services, or offers its services or products for sale, engage, directly or indirectly, in, or have any interest on behalf of himself or others in, any person, firm, corporation or business (whether as a director, agent, security holder, creditor, partner, joint venturer, beneficiary under a trust, investor, consultant or otherwise) that shall be competitive with any of those business activities in which the Company is engaged as of the date of this Agreement, which business activities consist of the development, marketing, licensing, maintenance and agrees support of software products or systems used in document automation; provided, however, that notwithstanding the foregoing, this provision shall not be construed to pay prohibit the ownership of not more than a 5% equity interest in any entity which is engaged in any of the foregoing business activities. The document automation business conducted by Policy Management Systems Corporation as of the date hereof shall be deemed to the Employee, in accordance be competitive with the business activities of the Company for the purposes of this Section 7. In addition, during that part of any Non-Competition Period for which the Employee shall no longer be employed by the Company’s regular payroll practice, the Executive’s Annual Base Salary, and to continue Employee shall not solicit any customer of the Executive’s participation in Company with which he had contact during the Company’s health and life insurance and retirement plans through Employment Term. If a court determines that the Extended Noncompetition Period. Employee represents and warrants that he does not own, directly, indirectly, in whole or in part, beneficially or otherwise, any company or enterprise that competes with or participates in the Business, foregoing restrictions are too broad or otherwise engage in any activity that would violate this Section 1.unreasonable under applicable law, including with respect to time or territory, the court is hereby requested and authorized by the parties hereto to revise the foregoing restriction to include the maximum restrictions allowable under

Agreement Not to Compete. For a period equal to During the term of Employee’s employment with the Company and through the date which is twelve Non-Competition Period (12) months following the Employee’s Date of Termination for any reason (the “Initial Noncompetition Period”defined below), the Employee shall not, without the prior written consent within those States of the Company, and whether as employee, principal, agent, shareholder, partner, consultant, advisor, limited liability company manager United States in which the Company sells its products or member, directorservices, or otherwiseoffers its products or services for sale, engage, directly or indirectly, compete in any supervisory, managerial or other executive-level capacity, in any business that shall be competitive with any of those business activities in which the Company is engaged as of the date of this Agreement, which business activities consist of the development, marketing, licensing, maintenance and support of software products or systems used in document automation, nor shall the Employee hire any employee of the Company or its subsidiaries or any former employee of the Company or its subsidiaries during the six (6) month period immediately following such former employee's termination or solicit any employee for the purpose of inducing the employee to terminate his or her employment with the Company or any subsidiary its subsidiaries. In addition, during the Non-Competition Period, the Employee shall not within those States of the United States in which the Company in the business of manufacturing solar panel encapsulentsells its products or services, or the offers its products or services for sale, engage, directly or indirectly, in, or have any interest on behalf of himself or others in, any person, firm, corporation or business of providing consumer product quality assurance services to third parties (collectivelywhether as a director, the “Business”). The making agent, security holder, creditor, partner, joint venturer, beneficiary under a trust, investor, consultant or guarantying of a loan, lease or any other financial arrangement to, otherwise) that shall be competitive with or for any person or entity that engages in any of those business activities in which the activities described in the preceding sentence shall be deemed a breach Company is engaged as of the covenant set forth in the preceding sentence. Howeverdate of this Agreement, Employee may purchase or own up to 1% which business activities consist of the outstanding stock development, marketing, licensing, maintenance and support of software products or systems used in document automation. In addition, during that part of any publicly traded corporation that competes with Non- Competition Period for which the Company or any Company Affiliate, but may not Employee shall no longer be employed by or otherwise participate in the activities of such corporation. For purposes of this agreement, “Company Affiliate” means any entity directly or indirectly controlled by the Company, the Employee shall not solicit any customer of the Company with which he had contact during the Employment Term. If a court determines that the foregoing restrictions are too broad or otherwise unreasonable under applicable law, including with respect to time or territory, the court is hereby requested and also includes STR Holdings, Inc. and any of its direct or indirect subsidiariesauthorized by the parties hereto to revise the foregoing restriction to include the maximum restrictions allowable under applicable law. The Company shall have the option to extend the Initial Noncompetition Period for an additional twelve (12) months (the “Extended Noncompetition Period” and, together with the Initial Noncompetition Period, the “Noncompetition Period”); provided, that the Company gives the Executive written notice of such extension at least six (6) months prior to the expiration of the Initial Noncompetition Period, and agrees to pay to the Employee, in accordance with the Company’s regular payroll practice, the Executive’s Annual Base Salary, and to continue the Executive’s participation in the Company’s health and life insurance and retirement plans through the Extended Noncompetition Period. Employee represents and warrants that he does not own, directly, indirectly, in whole or in part, beneficially or otherwise, any company or enterprise that competes with or participates in the Business, or otherwise engage in any activity that would violate this Section 1.term "