Common use of Certain Restrictive Covenants Clause in Contracts

Certain Restrictive Covenants. (a) During the Employment Term and, except in the case where the Employment Term has ended as a result of ICG LP electing not to extend the Employment Term pursuant to Section 1 hereof, during the 24-month period following the Date of Termination (the Employment Term and, if applicable, the 24-month period following the Date of Termination, the “Restricted Term”), Executive shall not without the Board’s prior written consent (i) directly or indirectly whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), (ii) solicit or assist in soliciting in competition with ICG LP or any of its Affiliates, the business of any current or actively being pursued prospective customer, client, partner, member, or (iii) invest or engage in, have any equity interest in, or manage or operate (whether as a director, officer, employee, agent, representative, security holder, consultant or otherwise) any business that competes with the business of ICG LP or any of its Affiliates (including, without limitation, businesses which ICG LP or any of its Affiliates had specific plans to conduct in the future and as to which Executive was aware of such planning, and which were not terminated or abandoned by the relevant entity’s board of directors more than one year prior to the date of Executive’s termination (“Specific Plans”)) in any geographical area that is within 50 miles of any geographical area where ICG LP or any of its Affiliates actually does (or has Specific Plans to) provide its products or services (a “Competitive Business”); provided that: (x) Executive shall be permitted to acquire a passive stock or equity interest in such a Competitive Business provided the stock or other equity interest acquired is not more than five percent (5%) of the outstanding interest in such a Competitive Business; (y) Executive shall be permitted to acquire any investment through a mutual fund, private equity fund or other pooled account that is not controlled by Executive and in which he has less than a five percent (5%) interest; or (z) Executive may provide services to a subsidiary, division or Affiliate of a Competitive Business if such subsidiary, division or Affiliate is not itself engaged in a Competitive Business and Executive does not provide services to, or have any responsibilities regarding, the Competitive Business. At any time during the Restricted Term following the Date of Termination, Executive may request in writing that the Board consent to Executive’s direct or indirect engagement in, ownership of an equity interest in, or management or operation of (whether as a director, officer, employee, agent, representative, security holder, consultant or otherwise) any Competitive Business, which request the Board shall consider in good faith based upon the Board’s reasonable and good faith determination of the potential impact of Executive’s involvement in such Competitive Business on ICG LP and its Affiliates. (b) During the 12 month period following the Date of Termination, Executive shall not, directly or indirectly recruit or otherwise solicit or induce any executive employee, director or consultant of or to ICG LP to terminate his or its employment or arrangement with ICG LP or otherwise change its relationship with ICG LP, provided that nothing in this Section 7(b) shall prohibit Executive from providing employment, personal or other references for any such Person or general advertising for employees by Executive or any Person of which Executive is an employee or Affiliate. (c) Executive shall not intentionally disparage ICG LP, any of its practices, or any of the directors, officers, or employees of ICG LP or its Affiliates, whether orally, in writing or otherwise, at any time. ICG LP and its Affiliates (including without limitation the directors of any of its Affiliates) shall not intentionally disparage Executive, whether orally, in writing or otherwise, at any time. Notwithstanding the foregoing, nothing in this Section 7(c) shall (i) limit the ability of ICG LP or Executive, as applicable, to provide truthful testimony as required by law or any judicial or administrative process or Executive from making normal commercial competitive type statements in a competitive business situation not based on his employment with ICG LP, or (ii) prevent any Person from (x) responding publicly to incorrect, disparaging or derogatory public statements to the extent reasonably necessary to correct or refute such public statement or (y) making any truthful statement to the extent necessary with respect to any litigation, arbitration or mediation involving this Agreement, including, but not limited to, the enforcement of this Agreement. (d) Executive agrees that all strategies, methods, processes, techniques, marketing plans, merchandising schemes, themes, layouts, mechanicals, trade secrets, copyrights, trademarks, patents, ideas, specifications and other material or work product (“Intellectual Property”) that Executive creates, develops or assembles during the Employment Term in connection with his employment hereunder shall become the permanent and exclusive property of ICG LP to be used in any manner it sees fit, in its sole discretion. Executive shall not communicate to ICG LP any ideas, concepts, or other intellectual property of any kind (other than that required in his capacity as an officer of ICG LP) which (i) were earlier communicated to Executive in confidence by any third party as proprietary information, or (ii) Executive knows or has reason to know is the proprietary information belonging to Executive or any third party. All Intellectual Property created or assembled in connection with Executive’s employment hereunder shall be the permanent and exclusive property of ICG LP, and Executive will and hereby does assign any rights therein to ICG LP. ICG LP and Executive mutually agree that all Intellectual Property and work product created in connection with this Agreement, which is subject to copyright, shall be deemed to be “work made for hire,” and that all rights to copyrights shall be vested in ICG LP. If for any reason ICG LP cannot be deemed to have commissioned “work made for hire,” and its rights to copyright are thereby in doubt, then Executive agrees not to claim to be the proprietor of the work prepared for ICG LP, and agrees to and hereby does irrevocably assign to ICG LP, at ICG LP’s expense, all rights in the copyright of the work prepared for ICG LP. (e) ICG LP and Executive expressly acknowledge and agree that the agreements and covenants contained in this Section 7 are reasonable. In the event, however, that any agreement or covenant contained in this Section 7 shall be determined by any court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. (f) ICG LP and Executive expressly acknowledge and agree that the agreements and covenants contained in this Section 7 are reasonable. In the event, any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. (g) Any limitation on Executive’s activities or any forfeiture of benefits, equity or compensation based on violation of limitations on Executive’s activities shall not be based on any limitation that is any broader than those set forth in this Section 7.

Certain Restrictive Covenants. (a) During the Employment Term andThe Executive shall not, except in the case where the Employment Term has ended as a result of ICG LP electing not to extend the Employment Term pursuant to Section 1 hereof, at any time during the 24Term or during the 12-month period following the Date of Termination (the Employment Term and, if applicable, the 24“Non-month period following the Date of Termination, the “Restricted Compete Term”), Executive shall not ) without the Board’s prior written consent (i) consent, as described below, directly or indirectly whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), (ii) solicit or assist in soliciting in competition with ICG LP or any of its Affiliates, the business of any current or actively being pursued prospective customer, client, partner, member, or (iii) invest or engage in, have any equity interest in, or manage or operate (whether as a director, officer, employee, agent, representative, security holder, consultant or otherwise) any business that competes with the business of ICG LP or any of its Affiliates (including, without limitation, businesses which ICG LP or any of its Affiliates had specific plans to conduct in the future and as to which Executive was aware of such planning, and which were not terminated or abandoned by the relevant entity’s board of directors more than one year prior to the date of Executive’s termination (“Specific Plans”)) in any geographical area that is within 50 miles of any geographical area where ICG LP or any of its Affiliates actually does (or has Specific Plans to) provide its products or services (a “Competitive Business”); provided provided, however, that: (xi) the Executive shall be permitted to acquire a passive stock or equity interest in such a Competitive Business provided the stock or other equity interest acquired is not more than five percent (5%) of the outstanding interest in such a Competitive Business; (yii) the Executive shall be permitted to acquire any investment through a mutual fund, private equity fund or other pooled account that is not controlled by the Executive and in which he has less than a five percent (5%) interest; or (ziii) the Executive may provide services to a subsidiary, division or Affiliate of a Competitive Business if such subsidiary, division or Affiliate is not itself engaged in a Competitive Business and the Executive does not provide services to, or have any responsibilities regarding, the Competitive Business. At any time during the Restricted Non-Compete Term following the Date of Termination, the Executive may request in writing directed to the CEO that the Board Company consent to the Executive’s direct or indirect engagement in, ownership of an equity interest in, or management or operation of (whether as a director, officer, employee, agent, representative, security holder, consultant or otherwise) any Competitive Business, which request the Board Company shall consider in good faith based upon faith, but with regard to the Board’s reasonable and good faith determination best interests of the potential impact of Executive’s involvement in such Competitive Business on ICG LP and its AffiliatesCompany. (b) During the 12 month period following the Date of Termination, the Executive shall not, directly or indirectly (i) recruit, hire or otherwise solicit any person employed by the Company, its subsidiaries, or any of their respective Affiliates as of the Termination Date; (ii) recruit, hire or otherwise solicit for employment any person known by the Executive (after reasonable inquiry) to be employed at the time by the Company, its subsidiaries, or any of their respective Affiliates as of the date of the solicitation; or (iii) recruit or otherwise solicit or induce any executive non-clerical employee, director director, consultant, wholesale customer, vendor, supplier, lessor or consultant lessee of or to ICG LP the Company to terminate his or its employment or arrangement with ICG LP the Company or otherwise change its relationship with ICG LPthe Company; provided, provided however, that nothing in this Section 7(b9(b) shall prohibit the Executive from providing employment, personal or other references for any such Person or from general advertising for employees by the Executive or any Person of which the Executive is an employee or Affiliate. (c) Except as the Executive deems necessary (or, in good faith, desirable) to be disclosed in connection with the performance of the Executive’s duties as an active employee of the Company hereunder, or as specifically set forth in this Section 9, the Executive shall, in perpetuity, maintain in confidence and shall not directly, indirectly or otherwise, use, disseminate, disclose or publish, or use for his benefit or the benefit of any person, firm, corporation or other entity any confidential or proprietary information or trade secrets of or relating to the Company, including, without limitation, information with respect to the Company’s operations, processes, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, business plans, designs, marketing or other business strategies, compensation paid to employees or other terms of employment, or deliver to any person, firm, corporation or other entity any document, record, notebook, computer program or similar repository of or containing any such confidential or proprietary information or trade secrets. Notwithstanding anything herein to the contrary, nothing shall prohibit the Executive from disclosing any information (i) that is generally known by the public (unless such knowledge occurs as a result of the Executive’s breach of any portion of this Section 9(c)); (ii) when disclosure is required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with apparent jurisdiction to order the Executive to disclose or make accessible any information, provided that, unless otherwise prohibited by law and provided such information is not related to any illegal activities of the Company or any of its subsidiaries, the Executive shall provide the Company with prompt notice of any such requested or required disclosure and shall reasonably cooperate with the Company in any effort by the Company to prevent or otherwise contest such disclosure; or (iii) with respect to any other litigation, arbitration or mediation involving this Agreement, including, but not limited to, the enforcement of this Agreement. The parties hereby stipulate and agree that as between them the foregoing matters are important, material and confidential proprietary information and trade secrets and affect the successful conduct of the businesses of the Company (and any successor or assignee of the Company). (d) Upon termination of the Executive’s employment with the Company for any reason, the Executive will promptly deliver to the Company all correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents concerning the Company’s customers, business plans, designs, marketing or other business strategies, products or processes, provided that the Executive may retain (i) papers and other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books; (ii) information showing his compensation or relating to reimbursement of expenses; (iii) information that he reasonably believes may be needed for tax purposes; (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with the Company; and (v) copies of minutes, presentation materials and personal notes from any meeting of the Board, or any committee thereof, while he was a member of the Board. (e) The Executive shall reasonably cooperate with and assist the Company and its counsel at any time and in any manner reasonably required by the Company or its counsel (with due regard for the Executive’s other commitments if he is not employed by the Company) in connection with any investigation conducted by or on behalf of the Company or any litigation or other legal process affecting the Company of which the Executive has knowledge as a result of his employment with the Company (other than any litigation with respect to this Agreement). In any event, (i) in any matter subject to this Section 9(e), the Executive shall not intentionally be required to act against the best interests of any new employer or new business venture in which he is a partner or active participant and (ii) any request for such cooperation shall take into account (A) the significance of the matters at issue in the litigation, arbitration, proceeding or investigation and (B) the Executive’s other personal and business commitments. The Company agrees to provide the Executive reasonable notice in the event his assistance is required. The Company will reimburse the Executive for all reasonable expenses and costs he may incur as a result of providing such assistance, including lost wages (except during any period Executive may be receiving severance payments from the Company), travel costs and legal fees, provided that the Company’s General Counsel believes such separate representation is warranted, and the Company approves the selection of counsel. The Executive’s entitlement to reimbursement of expenses, including legal fees pursuant to this Section 9(e), shall in no way affect the Executive’s rights to be indemnified and/or advanced expenses in accordance with the Company’s corporate documents, insurance policies and/or in accordance with this Agreement. (f) The Executive shall not disparage ICG LPthe Company, any of its products or practices, or any of the its directors, officers, or employees of ICG LP or its Affiliatesemployees, whether orally, in writing or otherwise, at any time. ICG LP The Company’s Senior Management and its Affiliates (including without limitation the directors of any of its Affiliates) Board shall not intentionally disparage the Executive, whether orally, in writing or otherwise, at any time. Notwithstanding the foregoing, : nothing in this Section 7(c9(f) shall (i) limit the ability of ICG LP the Company or the Executive, as applicable, to provide truthful testimony as required by law or any judicial or administrative process or Executive from making normal commercial competitive type statements in a competitive business situation not based on his employment with ICG LPprocess, or (ii) prevent any Person the Company from (xA) responding publicly to incorrect, disparaging or derogatory public statements to the extent reasonably necessary to correct or refute such public statement or (yB) prevent any Person from making any truthful statement to the extent necessary with respect to in any litigation, arbitration or mediation proceeding involving this Agreement, including, but not limited to, the enforcement of this Agreement. In no event shall any termination of the Executive’s employment by the Company or the Executive for any reason constitute disparagement for purposes of this Section 9(f). (dg) The Executive agrees that all strategies, methods, processes, techniques, marketing plans, merchandising schemes, themes, layouts, mechanicals, trade secrets, copyrights, trademarks, patents, ideas, specifications and other material or work product (“Intellectual Property”) that the Executive creates, develops or assembles during the Employment Term in connection with his employment hereunder shall become the permanent and exclusive property of ICG LP the Company to be used in any manner it sees fit, in its sole discretion. The Executive shall not communicate to ICG LP the Company any ideas, concepts, or other intellectual property of any kind (other than that required in his capacity as an officer of ICG LPthe Company) which (i) were earlier communicated to the Executive in confidence by any third party as proprietary information, or (ii) the Executive knows or has reason to know is the proprietary information belonging to Executive or of any third party. All Intellectual Property created or assembled in connection with Executive’s employment hereunder shall be The Company and the permanent and exclusive property of ICG LP, and Executive will and hereby does assign any rights therein to ICG LP. ICG LP and Executive mutually agree that all Intellectual Property and work product created in connection with this Agreement, which is subject to copyright, shall be deemed to be “work made for hire,” and that all rights to copyrights shall be vested in ICG LPthe Company. If for any reason ICG LP the Company cannot be deemed to have commissioned “work made for hire,” and its rights to copyright are thereby in doubt, then the Executive agrees not to claim to be the proprietor of the work prepared for ICG LPthe Company, and agrees to and hereby does irrevocably assign to ICG LPthe Company, at ICG LPthe Company’s expense, all rights in the copyright of the work prepared for ICG LPthe Company. (eh) ICG LP The Company and the Executive expressly acknowledge and agree that the agreements and covenants contained in this Section 7 9 are reasonable. In the event, however, that any agreement or covenant contained in this Section 7 9 shall be determined by any court of competent jurisdiction that the or arbitrator to be unenforceable by reason of its extending for too great a period of time or territory over too great a geographical area or by reason of its being too extensive in any other restriction contained in this Agreement is an unenforceable restriction against Executiverespect, it will be interpreted to extend only over the provisions maximum period of this Agreement shall not time for which it may be rendered void but shall be deemed amended to apply enforceable, and/or over the maximum geographical area as to such maximum time and territory and which it may be enforceable and/or to such the maximum extent in all other respects as to which it may be enforceable, all as determined by such court may judicially determine or indicate to be enforceablearbitrator in such action. (fi) ICG LP and Executive expressly acknowledge and agree that the agreements and covenants contained As used in this Section 7 are reasonable. In 9, the event, any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, term “Company” shall include the Company and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of its direct or indirect subsidiaries within the other restrictions contained hereinmeaning of Code Section 424(f). (gj) Any limitation on the Executive’s activities or any forfeiture of benefits, equity or compensation based on violation of limitations on the Executive’s activities shall not be based on any limitation that is any broader than those set forth in this Section 79.

Certain Restrictive Covenants. (a) During the Employment Term andThe Executive shall not, except in the case where the Employment Term has ended as a result of ICG LP electing not to extend the Employment Term pursuant to Section 1 hereof, at any time during the 24Term or during the 12-month period following the Date of Termination (the Employment Term and, if applicable, the 24-month period following the Date of Termination, the “"Restricted Term”), Executive shall not without the Board’s prior written consent (iPeriod") directly or indirectly whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), (ii) solicit or assist in soliciting in competition with ICG LP or any of its Affiliates, the business of any current or actively being pursued prospective customer, client, partner, member, or (iii) invest or engage in, have any equity interest in, or manage or operate any (whether as a directori) Competitive Business, officer, employee, agent, representative, security holder, consultant or otherwise(ii) any new luxury accessories business that competes directly with the business existing or planned product lines of ICG LP or any of its Affiliates (includingthe Company; provided, without limitationhowever, businesses which ICG LP or any of its Affiliates had specific plans to conduct in that the future and as to which Executive was aware of such planning, and which were not terminated or abandoned by the relevant entity’s board of directors more than one year prior to the date of Executive’s termination (“Specific Plans”)) in any geographical area that is within 50 miles of any geographical area where ICG LP or any of its Affiliates actually does (or has Specific Plans to) provide its products or services (a “Competitive Business”); provided that: (x) Executive shall be permitted to acquire a passive stock or equity interest in such a Competitive Business business provided the stock or other equity interest acquired is not more than five percent (5%) of the outstanding interest in such a Competitive Businessbusiness; and, provided, further, that this Section 9(a) shall not apply in the event that, prior to June 30, 2008 (yA) Executive shall be permitted the Executive's employment is terminated by reason of his voluntary resignation without Good Reason (pursuant to acquire any investment through a mutual fundSection 6(a)(vi)), private equity fund or other pooled account that (B) the Executive's employment is not controlled terminated by Executive and in which he has less than a five percent the Company without Cause (5%pursuant to Section 6(a)(v)) interest; or (zC) the Executive's employment is terminated by the Executive may provide services for Good Reason (pursuant to a subsidiarySection 6(a)(iv)) and, division or Affiliate of a Competitive Business if in connection with such subsidiary, division or Affiliate is not itself engaged in a Competitive Business and Executive does not provide services to, or have any responsibilities regardingtermination, the Competitive Business. At any time during the Restricted Term following the Date of Termination, Executive may request agrees in writing to waive his right to receive all payments and benefits that the Board consent he would otherwise be entitled to Executive’s direct receive pursuant to Section 7(b) or indirect engagement in7(c), ownership of an equity interest in, or management or operation of (whether as a director, officer, employee, agent, representative, security holder, consultant or otherwise) any Competitive Business, which request the Board shall consider in good faith based upon the Board’s reasonable and good faith determination of the potential impact of Executive’s involvement in such Competitive Business on ICG LP and its Affiliatesapplicable. (b) During the 12 month period following Restricted Period, the Date of Termination, Executive shall will not, directly or indirectly recruit or otherwise solicit or induce any executive employee, director director, consultant, wholesale customer, vendor, supplier, lessor or consultant lessee of or to ICG LP the Company to terminate his or its employment or arrangement with ICG LP or the Company, otherwise change its relationship with ICG LPthe Company, provided that nothing in this Section 7(b) shall prohibit Executive from providing employment, personal or other references for establish any such Person or general advertising for employees by relationship with the Executive or any Person of which Executive is an employee or Affiliatehis Affiliates for any business purpose. (c) Except as required in the good faith opinion of the Executive in connection with the performance of the Executive's duties hereunder or as specifically set forth in this Section 9(c), the Executive shall, in perpetuity, maintain in confidence and shall not directly, indirectly or otherwise, use, disseminate, disclose or publish, or use for his benefit or the benefit of any person, firm, corporation or other entity any confidential or proprietary information or trade secrets of or relating to the Company, including, without limitation, information with respect to the Company's operations, processes, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, business plans, designs, marketing or other business strategies, compensation paid to employees or other terms of employment, or deliver to any person, firm, corporation or other entity any document, record, notebook, computer program or similar repository of or containing any such confidential or proprietary information or trade secrets. The parties hereby stipulate and agree that as between them the foregoing matters are important, material and confidential proprietary information and trade secrets and affect the successful conduct of the businesses of the Company (and any successor or assignee of the Company). Upon termination of the Executive's employment with the Company for any reason, the Executive will promptly deliver to the Company all correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents concerning the Company's customers, business plans, designs, marketing or other business strategies, products or processes, provided that the Executive may retain his rolodex, address book and similar information. (d) Notwithstanding Section 9(c), the Executive may respond to a lawful and valid subpoena or other legal process or other government or regulatory inquiry but shall give the Company prompt notice thereof (except to the extent legally prohibited), and shall, as much in advance of the return date as is reasonably practicable, make available to the Company and its counsel copies of any documents sought which are in the Executive's possession or to which the Executive otherwise has reasonable access. In addition, the Executive shall reasonably cooperate with and assist the Company and its counsel at any time and in any manner reasonably requested by the Company or its counsel (with due regard for the Executive's other commitments if he is not employed by the Company) in connection with any litigation or other legal process affecting the Company of which the Executive has knowledge as a result of his employment with the Company (other than any litigation with respect to this Agreement). In the event of such requested cooperation, the Company shall reimburse the Executive's reasonable out of pocket expenses. (e) The Executive shall not intentionally disparage ICG LPthe Company, any of its products or practices, or any of the its directors, officers, agents, representatives, or employees of ICG LP employees, stockholders or its Affiliates, whether orally, either orally or in writing or otherwisewriting, at any time. ICG LP and its Affiliates The Company (including without limitation the directors of any of its Affiliatesdirectors) shall not intentionally disparage the Executive, whether orally, either orally or in writing or otherwisewriting, at any time. Notwithstanding the foregoing, nothing in this Section 7(c9(e) shall (i) limit the ability of ICG LP the Company or the Executive, as applicable, to provide truthful testimony as required by law or any judicial or administrative process or Executive from making normal commercial competitive type statements in a competitive business situation not based on his employment with ICG LP, or (ii) prevent any Person from (x) responding publicly to incorrect, disparaging or derogatory public statements to the extent reasonably necessary to correct or refute such public statement or (y) making any truthful statement to the extent necessary with respect to any litigation, arbitration or mediation involving this Agreement, including, but not limited to, the enforcement of this Agreementprocess. (df) The Executive agrees that all strategies, methods, processes, techniques, marketing plans, merchandising schemes, themes, layouts, mechanicals, trade secrets, copyrights, trademarks, patents, ideas, specifications and other material or work product (“"Intellectual Property”") that the Executive creates, develops or assembles during the Employment Term in connection with his employment hereunder shall become the permanent and exclusive property of ICG LP the Company to be used in any manner it sees fit, in its sole discretion. The Executive shall not communicate to ICG LP the Company any ideas, concepts, or other intellectual property of any kind (other than that required in his capacity as an officer of ICG LPthe Company) which (i) were earlier communicated to the Executive in confidence by any third party as proprietary information, or (ii) the Executive knows or has reason to know is the proprietary information belonging to Executive or of any third party. Further, the Executive shall adhere to and comply with the Company's Global Business Integrity Program Guide. All Intellectual Property created or assembled in connection with the Executive’s 's employment hereunder shall be the permanent and exclusive property of ICG LP, the Company. The Company and Executive will and hereby does assign any rights therein to ICG LP. ICG LP and the Executive mutually agree that all Intellectual Property and work product created in connection with this Agreementagreement, which is subject to copyright, shall be deemed to be “"work made for hire,” " and that all rights to copyrights shall be vested in ICG LPthe Company. If for any reason ICG LP the Company cannot be deemed to have commissioned “"work made for hire,” " and its rights to copyright are thereby in doubt, then the Executive agrees not to claim to be the proprietor of the work prepared for ICG LPthe Company, and agrees to and hereby does irrevocably assign to ICG LPthe Company, at ICG LP’s the Company's expense, all rights in the copyright of the work prepared for ICG LPthe Company. (eg) ICG LP As used in this Section 9, the term "Company" shall include the Company and any of its Affiliates or direct or indirect subsidiaries. (h) The Company and the Executive expressly acknowledge and agree that the agreements and covenants contained in this Section 7 9 are reasonable. In the event, however, that any agreement or covenant contained in this Section 7 9 shall be determined by any court of competent jurisdiction that the to be unenforceable by reason of its extending for too great a period of time or territory over too great a geographical area or by reason of its being too extensive in any other restriction contained in this Agreement is an unenforceable restriction against Executiverespect, it will be interpreted to extend only over the provisions maximum period of this Agreement shall not time for which it may be rendered void but shall be deemed amended to apply enforceable, and/or over the maximum geographical area as to such maximum time and territory and which it may be enforceable and/or to such the maximum extent in all other respects as to which it may be enforceable, all as determined by such court may judicially determine or indicate to be enforceablein such action. (f) ICG LP and Executive expressly acknowledge and agree that the agreements and covenants contained in this Section 7 are reasonable. In the event, any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. (g) Any limitation on Executive’s activities or any forfeiture of benefits, equity or compensation based on violation of limitations on Executive’s activities shall not be based on any limitation that is any broader than those set forth in this Section 7.

Certain Restrictive Covenants. (a) During the Employment Term and, except in the case where the Employment Term has ended as a result of ICG LP electing not to extend the Employment Term pursuant to Section 1 hereof, during the 24The Non-month period following the Date of Termination (the Employment Term and, if applicable, the 24-month period following the Date of Termination, the “Restricted Term”), Executive shall not without the Board’s prior written consent Compete Parties acknowledge that (i) directly or indirectly whether on Executive’s own behalf or on behalf of or Buyer would not have entered into this Agreement but for the agreements and covenants contained in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), this Section 7.2; and (ii) solicit or assist the agreements and covenants contained in soliciting this Section 7.2 are essential to protect the Purchased Assets being sold hereunder and are reasonable and appropriate in competition with ICG LP or any of its Affiliatesscope. To induce Buyer to enter into this Agreement, the business of any current or actively being pursued prospective customer, client, partner, member, or (iii) invest or engage in, have any equity interest in, or manage or operate (whether as a director, officer, employee, agent, representative, security holder, consultant or otherwise) any business Non-Compete Parties covenant and agree that competes with throughout the business of ICG LP or any of its Affiliates (including, without limitation, businesses which ICG LP or any of its Affiliates had specific plans to conduct in the future and as to which Executive was aware of such planning, and which were not terminated or abandoned by the relevant entity’s board of directors more than one year prior to the date of Executive’s termination (“Specific Plans”)) in any geographical area that is within 50 miles of any geographical area where ICG LP or any of its Affiliates actually does (or has Specific Plans to) provide its products or services (a “Competitive Business”); provided that: (x) Executive shall be permitted to acquire a passive stock or equity interest in such a Competitive Business provided the stock or other equity interest acquired is not more than five percent (5%) of the outstanding interest in such a Competitive Business; (y) Executive shall be permitted to acquire any investment through a mutual fund, private equity fund or other pooled account that is not controlled by Executive and in which he has less than a five percent (5%) interest; or (z) Executive may provide services to a subsidiary, division or Affiliate of a Competitive Business if such subsidiary, division or Affiliate is not itself engaged in a Competitive Business and Executive does not provide services to, or have any responsibilities regardingRestricted Period, the Competitive Business. At any time during the Restricted Term following the Date of Termination, Executive may request in writing that the Board consent to Executive’s direct or indirect engagement in, ownership of an equity interest in, or management or operation of (whether as a director, officer, employee, agent, representative, security holder, consultant or otherwise) any Competitive Business, which request the Board shall consider in good faith based upon the Board’s reasonable and good faith determination of the potential impact of Executive’s involvement in such Competitive Business on ICG LP and its Affiliates. (b) During the 12 month period following the Date of Termination, Executive Non-Compete Parties shall not, directly or indirectly recruit (whether by itself, through an Affiliate or otherwise in partnership or conjunction with, or as a partner, member, equityholder, officer, director, manager, principal, agent, trustee, consultant, lender or any other relationship or capacity, any other Person), (A) own, invest in, provide financial resources to, operate, join, manage, control, undertake, participate in, engage in or assist others in operating, joining, managing, controlling, undertaking, participating in or engaging in the Business or any activity for any business division that directly competes with the Business; (B) have an interest in any Person engaged, directly or indirectly, in the Business or in any business that competes with Buyer in connection with the Business, directly or indirectly, in any capacity, including, without limitation, as a partner, member, equityholder, officer, director, manager, principal, agent, trustee or consultant, lender or any other relationship or capacity, except as permitted herein; (C) divert, sell, refer, transfer, provide, place, handle, market, accept, aid, counsel or consult in the placement, renewal, discontinuance or replacement of any Insurance Products or Services for (x) any Client Account or which was an account of the Business within two years prior to the Closing Date, including without limitation, the Clients or (y) any Person (other than a then-Client but including former clients) with respect to whom, at any time during the one-year period preceding the Closing Date, the Seller or any Employee on behalf of Seller: (I) submitted or assisted in the submission of a presentation or proposal of any kind, (II) had material contact or acquired Confidential Information, or (III) incurred travel and/or entertainment expenses which were reimbursed by the Seller; (D) accept commission income other than under the Client Services Agreement or the Referral Agreement or, directly or indirectly, solicit or induce contact, or direct any executive employeePerson to solicit or contact, director in connection with the conduct of the Business (1) any broker or sub-producers that produce insurance through the Business or (2) any Carrier who has a business relationship with the Business; or (E) hire or engage, or attempt to hire or engage, any employee of Buyer (including any Transferred Employee), or solicit or induce, or attempt to solicit or induce, any employee or consultant of Buyer (including any Transferred Employee) to leave the employ of, or sever such employee or consultant’s engagement with ▇▇▇▇▇, or to ICG LP to terminate his or its employment or arrangement with ICG LP or otherwise change its relationship with ICG LP, provided that nothing in this Section 7(b) shall prohibit Executive from providing employment, personal or other references work for any competitor of Buyer; provided, however, any Non-Compete Party may own, directly or indirectly, solely as a passive investment, securities of any Person which are publicly traded if such Non-Compete Party (i) is not a controlling person of, or a member of a group which controls, such Person and (ii) does not, directly or general advertising for employees by Executive indirectly, own four percent (4%) or more of any Person class of which Executive is an employee or Affiliate. securities of such Person. This Section 7.2 will not apply as follows: (cx) Executive shall not intentionally disparage ICG LP, if any of its practicesthe Non-Compete Parties, or any of the directors, officerstheir respective Affiliates, or employees any of ICG LP their respective successors, enters into a business combination with another Person (the “Counterparty”) in which the Counterparty or an Affiliate operates a line of business that is competitive with the Business, in which case this Section 7.2(a) shall cease to apply from and after the effectiveness of that business combination provided that such Person or Business is divested or wound down within eighteen (18) months after the closing of the acquisition of such Person or Business (it being agreed that the Non-Compete Party or its Affiliates, whether orally, applicable Affiliate will first inform Buyer if it intends to divest such Person or Business and shall consider in writing or otherwise, at good faith any time. ICG LP and its Affiliates (including without limitation the directors of any of its Affiliates) shall not intentionally disparage Executive, whether orally, in writing or otherwise, at any time. Notwithstanding the foregoing, nothing in this Section 7(c) shall (i) limit the ability of ICG LP or Executive, as applicable, to provide truthful testimony as required offer timely submitted by law or any judicial or administrative process or Executive from making normal commercial competitive type statements in a competitive business situation not based on his employment with ICG LP, or (ii) prevent any Person from (x) responding publicly to incorrect, disparaging or derogatory public statements to the extent reasonably necessary to correct or refute such public statement Buyer therefor); or (y) making preclude any truthful statement of the Non-Compete Parties, or any of their respective Affiliates, or any of their respective successors, from providing banking, wealth management or similar financial products or services to any Person who engages in any business or activity that is competitive with the Business; or (z) preclude any of the Non-Compete Parties, or any of their respective Affiliates, or any of their respective successors, from engaging in general marketing or advertisements, through any medium including online channels (including social media but excluding electronic mail), provided that any communication covered by this clause (z) is not specifically targeted at any customer or employee of Buyer (including the Business). (b) From and after the Closing, each Non-Compete Party, and each of their respective Subsidiaries, shall keep secret and retain in strictest confidence, and shall not use for the benefit of itself or others, directly or indirectly, all confidential matters relating to the extent necessary with respect to any litigation, arbitration or mediation involving this AgreementBusiness, including, but not limited to, the enforcement of this Agreement. (d) Executive agrees that all strategies, methods, processes, techniques, marketing plans, merchandising schemes, themes, layouts, mechanicals“know how”, trade secrets, copyrightscustomer lists, trademarkssupplier lists, patentsintellectual property, ideasdetails of consultant and employment contracts, specifications pricing policies, operational methods, marketing plans or strategies, product development techniques or plans, business acquisition plans, technical processes, designs and design projects, processes, inventions, software, source codes, object codes, systems documentation and research projects and other material or work product business affairs (“Intellectual PropertyConfidential Information”) that Executive creates), develops or assembles during the Employment Term in connection with his employment hereunder shall become the permanent and exclusive property of ICG LP to be used in any manner it sees fit, in its sole discretion. Executive shall not communicate disclose them to ICG LP anyone outside of Buyer and its Affiliates; provided, however, this covenant shall not apply to any ideas, conceptsof the Non- Compete Parties, or other intellectual property any of any kind (other than their respective Affiliates or successors, to the extent that required in his capacity as an officer of ICG LP) which (i) were earlier communicated any Confidential Information is or becomes generally available to Executive in confidence the public other than as a result of disclosure by any third party as proprietary informationSeller, Parent or their Affiliates, and (ii) Executive knows Confidential Information disclosed to third parties as necessary in the ordinary course of a Non-Compete Party’s performance of duties on behalf of Buyer or has reason its Affiliates and pursuant to know is the proprietary information belonging contracts that include confidentiality obligations comparable to Executive or those in this Section 7.2(b) in favor of Buyer and its Affiliates. Notwithstanding any third party. All Intellectual Property created or assembled other provision in connection with Executive’s employment hereunder shall be the permanent and exclusive property of ICG LP, and Executive will and hereby does assign any rights therein to ICG LP. ICG LP and Executive mutually agree that all Intellectual Property and work product created in connection with this Agreement, which is subject any Non-Compete Party, or any of their respective Affiliates or successors, may disclose Confidential Information if required to copyrightdo so in any legally required government or securities filings, shall be deemed legal proceedings, subpoena, civil investigative demand or other similar process, including in response to be “work made for hire,” and that all rights to copyrights shall be vested in ICG LP. If for a Governmental Authority having jurisdiction over a Non-Compete Party, or any reason ICG LP cannot be deemed to have commissioned “work made for hire,” and of its rights to copyright are thereby in doubt, then Executive agrees not to claim to be the proprietor of the work prepared for ICG LP, and agrees to and hereby does irrevocably assign to ICG LP, at ICG LP’s expense, all rights in the copyright of the work prepared for ICG LPsuccessors. (ec) ICG LP and Executive expressly The Parties specifically acknowledge and agree that the agreements protection provided by the restrictive covenants in this section is reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the Transactions. In the event that any covenant contained in this Section 7.2 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 7 7.2 and each provision hereof are reasonableservable and distinct covenants and provisions. In The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the eventremaining covenants or provisions hereof, however, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction. Each of the Parties acknowledge that any agreement or covenant contained in this Section 7 shall 7.2 should be determined enforceable in light of (among other things) the scope of the Purchased Assets being acquired and the need to ensure that Buyer receives the full value and benefit of that which it is acquiring under this Agreement. Accordingly, each Party acknowledges that a breach or threatened breach of this Section 7.2 would give rise to irreparable harm to Buyer for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or threatened breach by Parent, Bank, Seller or any of their respective Affiliates, Buyer may, in addition to any and all other rights and remedies that may be available to it in respect of such breach, seek equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction that the time or territory or (without any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended requirement to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceablepost bond). (f) ICG LP and Executive expressly acknowledge and agree that the agreements and covenants contained in this Section 7 are reasonable. In the event, any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. (g) Any limitation on Executive’s activities or any forfeiture of benefits, equity or compensation based on violation of limitations on Executive’s activities shall not be based on any limitation that is any broader than those set forth in this Section 7.

Certain Restrictive Covenants. You acknowledge that (a) During in the course of your employment or Service with the Company and its subsidiaries and affiliates, you are and will continue to become familiar with the Company’s and its subsidiaries’ and affiliates’ trade secrets and with other Proprietary Information (as defined below) concerning the Company and its subsidiaries and affiliates; (b) your services will be of special, unique and extraordinary value to the Company and its subsidiaries and affiliates; (c) your agreements and covenants contained in this Section 9 are essential to the business and goodwill of the Company; and (d) the Company would not have entered into this Agreement but for the covenants set forth in Sections 9, 10, and 11. Therefore, you agree that, without limiting any other obligation pursuant to this Agreement: (a) Except with prior written permission of the Board, you shall not, during the Employment Term and, except in the case where the Employment Term has ended as a result of ICG LP electing not to extend the Employment Term pursuant to Section 1 hereof, during the 24-month period following the Date of Termination (the Employment Term and, if applicable, the 24-month period following the Date of Termination, the “Restricted Term”or Consulting Period), Executive shall not without the Board’s prior written consent (i) directly or indirectly whether on Executive’s own behalf (individually or on behalf of other Persons (as defined below)): (i) enter (or prepare to enter) the employ of, or render services to, any Person engaged in conjunction with any person, firm, partnership, joint venture, association, corporation or other (x) the primary business organization, entity or enterprise whatsoever (“Person”), (ii) solicit or assist in soliciting in competition with ICG LP activities carried out by the Company or any of its Affiliates, the business of any current or actively being pursued prospective customer, client, partner, member, subsidiaries or (iii) invest or engage in, have any equity interest in, or manage or operate (whether as a director, officer, employee, agent, representative, security holder, consultant or otherwisey) any other line of business that competes with in which the business of ICG LP Company or any of its Affiliates (including, without limitation, businesses which ICG LP or any of its Affiliates had specific subsidiaries actively plans to conduct in engage at the future and as to which Executive was aware time of such planning, and which were not terminated or abandoned by the relevant entity’s board of directors more than one year prior to the date of Executive’s your termination (“Specific Plans”)) in any geographical area that is within 50 miles of any geographical area where ICG LP or any of its Affiliates actually does (or has Specific Plans to) provide its products or services (a “Competitive Business”); provided that: (xii) Executive shall be permitted engage (or prepare to acquire a passive stock or equity interest engage) in such a Competitive Business provided the stock on your own account; or (iii) become interested in any such Competitive Business, directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or in any other equity interest acquired is not more relationship or capacity; provided, however, that nothing contained in this Section 9(a) shall be deemed to prohibit you from acquiring, solely as a passive investment, less than five percent (5%) of the total outstanding interest in such a Competitive Business; (y) Executive shall be permitted to acquire any investment through a mutual fund, private equity fund or other pooled account that is not controlled by Executive and in which he has less than a five percent (5%) interest; or (z) Executive may provide services to a subsidiary, division or Affiliate of a Competitive Business if such subsidiary, division or Affiliate is not itself engaged in a Competitive Business and Executive does not provide services to, or have any responsibilities regarding, the Competitive Business. At any time during the Restricted Term following the Date of Termination, Executive may request in writing that the Board consent to Executive’s direct or indirect engagement in, ownership of an equity interest in, or management or operation of (whether as a director, officer, employee, agent, representative, security holder, consultant or otherwise) any Competitive Business, which request the Board shall consider in good faith based upon the Board’s reasonable and good faith determination of the potential impact of Executive’s involvement in such Competitive Business on ICG LP and its Affiliates. (b) During the 12 month period following the Date of Termination, Executive shall not, directly or indirectly recruit or otherwise solicit or induce any executive employee, director or consultant of or to ICG LP to terminate his or its employment or arrangement with ICG LP or otherwise change its relationship with ICG LP, provided that nothing in this Section 7(b) shall prohibit Executive from providing employment, personal or other references for any such Person or general advertising for employees by Executive or any Person of which Executive is an employee or Affiliate. (c) Executive shall not intentionally disparage ICG LP, any of its practices, or any of the directors, officers, or employees of ICG LP or its Affiliates, whether orally, in writing or otherwise, at any time. ICG LP and its Affiliates (including without limitation the directors securities of any publicly-traded corporation. For purposes of its Affiliates) shall not intentionally disparage Executive, whether orally, in writing or otherwise, at any time. Notwithstanding the foregoing, nothing in this Section 7(c) shall (i) limit the ability of ICG LP or Executive, as applicable, to provide truthful testimony as required by law or any judicial or administrative process or Executive from making normal commercial competitive type statements in a competitive business situation not based on his employment with ICG LP, or (ii) prevent any Person from (x) responding publicly to incorrect, disparaging or derogatory public statements to the extent reasonably necessary to correct or refute such public statement or (y) making any truthful statement to the extent necessary with respect to any litigation, arbitration or mediation involving this Agreement, including“Person” shall mean an individual, but not a partnership, a corporation, a limited toliability company, the enforcement of this Agreement. (d) Executive agrees that all strategiesan association, methodsa joint stock company, processesa trust, techniquesa joint venture, marketing plans, merchandising schemes, themes, layouts, mechanicals, trade secrets, copyrights, trademarks, patents, ideas, specifications and other material an unincorporated organization or work product (“Intellectual Property”) that Executive creates, develops or assembles during the Employment Term in connection with his employment hereunder shall become the permanent and exclusive property of ICG LP to be used in any manner it sees fit, in its sole discretion. Executive shall not communicate to ICG LP any ideas, concepts, or other intellectual property of any kind (other than that required in his capacity as an officer of ICG LP) which (i) were earlier communicated to Executive in confidence by any third party as proprietary information, or (ii) Executive knows or has reason to know is the proprietary information belonging to Executive a governmental entity or any third party. All Intellectual Property created department, agency or assembled in connection with Executive’s employment hereunder shall be the permanent and exclusive property of ICG LP, and Executive will and hereby does assign any rights therein to ICG LP. ICG LP and Executive mutually agree that all Intellectual Property and work product created in connection with this Agreement, which is subject to copyright, shall be deemed to be “work made for hire,” and that all rights to copyrights shall be vested in ICG LP. If for any reason ICG LP cannot be deemed to have commissioned “work made for hire,” and its rights to copyright are thereby in doubt, then Executive agrees not to claim to be the proprietor of the work prepared for ICG LP, and agrees to and hereby does irrevocably assign to ICG LP, at ICG LP’s expense, all rights in the copyright of the work prepared for ICG LPpolitical subdivision thereof. (e) ICG LP and Executive expressly acknowledge and agree that the agreements and covenants contained in this Section 7 are reasonable. In the event, however, that any agreement or covenant contained in this Section 7 shall be determined by any court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. (f) ICG LP and Executive expressly acknowledge and agree that the agreements and covenants contained in this Section 7 are reasonable. In the event, any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. (g) Any limitation on Executive’s activities or any forfeiture of benefits, equity or compensation based on violation of limitations on Executive’s activities shall not be based on any limitation that is any broader than those set forth in this Section 7.

Certain Restrictive Covenants. (a) During Moller hereby covenants that (i) during the Employment Term andperiod (the "INITIAL RESTRICTED PERIOD") commencing as of the date of this Agreement and ending on December 31, 2004 (except solely by virtue of the performance of Moller's obligations under an employment agreement (the "EMPLOYMENT AGREEMENT") of even date herewith between Moller and Adnet) and (ii) during the Additional Restricted Period (as defined below) ((i) and (ii), collectively, the "RESTRICTED PERIOD"), Moller will not (whether for his own account, as an employee or otherwise on behalf of any other Person, or in any other capacity), and will cause his Affiliates (as defined below) not to, directly or indirectly, (x) engage in any of the Restricted Activities, in any country of the world in which Adnet is then (or, during the Additional Restricted Period, was as of the end of the Initial Restricted Period) engaged, or proposes (or, during the Additional Restricted Period, proposed as of the end of the Initial Restricted Period) imminently to be engaged, in such Restricted Activities or (y) without limitation of clause (x), become or remain a stockholder of a corporation or a member of a partnership, limited liability company or any other Person, or otherwise own any equity interest in any Person, engaged in any of the Restricted Activities in any such country, act as a consultant to any Person with respect to any Restricted Activities in any such country or otherwise provide any other assistance to any Person with respect to any Restricted Activities in any such country; PROVIDED, however, that, notwithstanding the foregoing, Moller and his Affiliates may own in the aggregate less than one percent of the outstanding shares of stock of any corporation whose shares are publicly traded on a United States or foreign stock exchange, the NASDAQ Stock Market or any over-the-counter public securities market in the United States. (b) In addition to and not in limitation of Section 2(a) hereof, Moller covenants that during the Restricted Period, Moller will not, and will cause his Affiliates not to, directly or indirectly, induce or attempt to induce any customer, supplier, distributor, franchisee, licensee or other Person having a business relationship with Adnet to cease doing business with Adnet. Further, Moller covenants that during the Restricted Period he will not, and will cause his Affiliates (except for ▇▇▇▇▇ ▇▇▇▇▇▇ Publicidad, S.A. de C.V., Control Media, S.A. de C.V., BrandsBank Network and RM Internet, S.A. de C.V.) not to, directly or indirectly, solicit any customers of Adnet to do business with any Person other than Adnet. (c) Moller covenants that during the Restricted Period he will not, and will cause his Affiliates not to, directly or indirectly, solicit any individual that is, or within the prior six months prior thereto has been, an officer or employee of Adnet to join the employ of, perform services for or otherwise become associated with Moller or any other Person, or otherwise to leave the employ of Adnet. Advertisements in newspapers or periodicals, and other similar general solicitations, that are not specifically directed at employees of Adnet shall not be deemed to constitute solicitations for the purposes of this Section 2(c). (d) In addition to and not in limitation of Section 2(c) hereof, Moller covenants that during the Restricted Period, Moller will not, and will cause his Affiliates not to, directly or indirectly, employ, hire or retain any individual that is, or within the six months prior thereto has been, an officer or employee of Adnet. (e) The parties intend, and agree, that in addition to the foregoing provisions of this Section 2, each of the covenants contained in Sections 2(a), 2(b), 2(c) and 2(d) shall be construed as a series of separate covenants: (i) in the case where of Section 2(a), one for each country of the Employment Term has ended world, one for each province, state or similar subdivision in each such country, one for each county and city included within each such state, province or similar political subdivision, and, for each such country, state, province or similar subdivision, county or city, one for the Initial Restricted Period and one for each one-year period of the Additional Restricted Period, and (ii) in the case of Sections 2(a), 2(b) and 2(c), one for each one-year period of the Restricted Period. (f) Moller hereby expressly recognizes that the provisions of Sections 2(a), 2(b), 2(c), 2(d) and 2(e) (collectively, the "RESTRICTIVE COVENANTS") are a reasonable and necessary protection of the immediate interests of StarMedia and are of the essence of the Stock Purchase Agreement, and that StarMedia would not consummate the transactions contemplated by the Stock Purchase Agreement, and that StarMedia would not enter into this Agreement without the inclusion of the Restrictive Covenants. (g) If Moller (either directly or by virtue of the activities of any of his Affiliates, as the case may be) breaches, or threatens to commit a breach of, any of the Restrictive Covenants, StarMedia shall have the right and remedy, which right and remedy is in addition to, and not in lieu of, any other rights and remedies available to StarMedia under law or in equity, to have the Restrictive Covenants specifically enforced by any court having jurisdiction, including by temporary or permanent injunction, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to StarMedia and that money damages will not provide an adequate remedy to StarMedia. Moller hereby confers non-exclusive jurisdiction to enforce the Restrictive Covenants upon the courts of any jurisdiction within the geographical scope of such Restrictive Covenants. Nothing in this Section 2(g) shall be construed to limit the right of StarMedia to collect money damages in the event of a breach of any Restrictive Covenant. (h) Moller acknowledges and agrees that the Restrictive Covenants are reasonable and valid in scope (geographical, temporal and otherwise) and in all other respects and that it shall not raise any issue of reasonableness as a result defense in any proceeding to enforce any such Restrictive Covenants. In the event that, notwithstanding the foregoing, a Restrictive Covenant shall be deemed by any court to be unreasonably broad in any respect, it shall be modified in order to make it reasonable and shall be enforced accordingly provided that such modification shall provide for the maximum duration, scope or area as will be enforceable. Without limitation of, and notwithstanding the foregoing, in the event that, in any judicial proceeding, a court shall refuse to enforce any provision of ICG LP electing not the Restrictive Covenants, then the unenforceable provision shall be deemed eliminated from the provisions of the Restrictive Covenants for the purpose of those proceedings to extend the Employment Term pursuant extent necessary to Section 1 hereofpermit the remaining provisions of the Restrictive Covenants to be enforced. If any one or more of the provisions of the Restrictive Covenants shall be held to be invalid, during the 24-month period following the Date of Termination (the Employment Term and, if applicableillegal or unenforceable in any jurisdiction, the 24-month period following validity, legality or enforceability of the Date remaining provisions of Terminationthe Restrictive Covenants in such jurisdiction, or of the “Restricted Term”)Restrictive Covenants in any other jurisdiction, Executive shall not without the Board’s prior written consent be affected thereby. (i) directly For purposes of this Agreement, the "ADDITIONAL RESTRICTED PERIOD" shall mean (i) if Moller's employment with Adnet under the Employment Agreement is terminated by Adnet for cause or indirectly whether on Executive’s own behalf by reason of disability at any time, or on behalf if the employment is terminated by Adnet without cause at any time after the second anniversary of the Closing Date, the period from the end of the employment period (after giving effect to any such termination) through the later of the fourth anniversary of the date of this Agreement or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”)the second anniversary of the end of the employment period, (ii) solicit or assist in soliciting in competition if Moller's employment with ICG LP or any Adnet under the Employment Agreement is terminated by Adnet without cause between the first and second anniversaries of its Affiliatesthe Closing Date, the business period from the end of the employment period (after giving effect to any current or actively being pursued prospective customer, client, partner, membersuch termination) through the first anniversary of the end of the employment period, or (iii) invest or engage inif Moller resigns during the term of the Employment Agreement, have any equity interest in, or manage or operate (whether as a director, officer, employee, agent, representative, security holder, consultant or otherwise) any business that competes with the business of ICG LP or any of its Affiliates (including, without limitation, businesses which ICG LP or any of its Affiliates had specific plans to conduct in period from the future and as to which Executive was aware date of such planningresignation until the later of the fourth anniversary of the date of this Agreement or the second anniversary of the end of the employment period, and which were not it being understood that if the employment is terminated or abandoned by the relevant entity’s board of directors more than one year Adnet without cause prior to the date of Executive’s termination (“Specific Plans”)) in any geographical area that is within 50 miles of any geographical area where ICG LP or any of its Affiliates actually does (or has Specific Plans to) provide its products or services (a “Competitive Business”); provided that: (x) Executive shall be permitted to acquire a passive stock or equity interest in such a Competitive Business provided the stock or other equity interest acquired is not more than five percent (5%) first anniversary of the outstanding interest in such a Competitive Business; (y) Executive shall be permitted to acquire any investment through a mutual fund, private equity fund or other pooled account that is not controlled by Executive and in which he has less than a five percent (5%) interest; or (z) Executive may provide services to a subsidiary, division or Affiliate of a Competitive Business if such subsidiary, division or Affiliate is not itself engaged in a Competitive Business and Executive does not provide services to, or have any responsibilities regarding, the Competitive Business. At any time during the Restricted Term following the Date of Termination, Executive may request in writing that the Board consent to Executive’s direct or indirect engagement in, ownership of an equity interest in, or management or operation of (whether as a director, officer, employee, agent, representative, security holder, consultant or otherwise) any Competitive Business, which request the Board shall consider in good faith based upon the Board’s reasonable and good faith determination of the potential impact of Executive’s involvement in such Competitive Business on ICG LP and its Affiliates. (b) During the 12 month period following the Date of Termination, Executive shall not, directly or indirectly recruit or otherwise solicit or induce any executive employee, director or consultant of or to ICG LP to terminate his or its employment or arrangement with ICG LP or otherwise change its relationship with ICG LP, provided that nothing in this Section 7(b) shall prohibit Executive from providing employment, personal or other references for any such Person or general advertising for employees by Executive or any Person of which Executive is an employee or Affiliate. (c) Executive shall not intentionally disparage ICG LP, any of its practices, or any of the directors, officers, or employees of ICG LP or its Affiliates, whether orally, in writing or otherwise, at any time. ICG LP and its Affiliates (including without limitation the directors of any of its Affiliates) shall not intentionally disparage Executive, whether orally, in writing or otherwise, at any time. Notwithstanding the foregoing, nothing in this Section 7(c) shall (i) limit the ability of ICG LP or Executive, as applicable, to provide truthful testimony as required by law or any judicial or administrative process or Executive from making normal commercial competitive type statements in a competitive business situation not based on his employment with ICG LP, or (ii) prevent any Person from (x) responding publicly to incorrect, disparaging or derogatory public statements to the extent reasonably necessary to correct or refute such public statement or (y) making any truthful statement to the extent necessary with respect to any litigation, arbitration or mediation involving this Agreement, including, but not limited to, the enforcement of this Agreement. (d) Executive agrees that all strategies, methods, processes, techniques, marketing plans, merchandising schemes, themes, layouts, mechanicals, trade secrets, copyrights, trademarks, patents, ideas, specifications and other material or work product (“Intellectual Property”) that Executive creates, develops or assembles during the Employment Term in connection with his employment hereunder shall become the permanent and exclusive property of ICG LP to be used in any manner it sees fit, in its sole discretion. Executive shall not communicate to ICG LP any ideas, concepts, or other intellectual property of any kind (other than that required in his capacity as an officer of ICG LP) which (i) were earlier communicated to Executive in confidence by any third party as proprietary information, or (ii) Executive knows or has reason to know is the proprietary information belonging to Executive or any third party. All Intellectual Property created or assembled in connection with Executive’s employment hereunder shall be the permanent and exclusive property of ICG LP, and Executive will and hereby does assign any rights therein to ICG LP. ICG LP and Executive mutually agree that all Intellectual Property and work product created in connection with this Agreement, which is subject to copyright, shall be deemed to be “work made for hire,” and that all rights to copyrights shall be vested in ICG LP. If for any reason ICG LP cannot be deemed to have commissioned “work made for hire,” and its rights to copyright are thereby in doubtClosing Date, then Executive agrees not to claim to be the proprietor of the work prepared for ICG LP, and agrees to and hereby does irrevocably assign to ICG LP, at ICG LP’s expense, all rights in the copyright of the work prepared for ICG LP. (e) ICG LP and Executive expressly acknowledge and agree that the agreements and covenants contained in this Section 7 are reasonable. In the event, however, that any agreement or covenant contained in this Section 7 shall be determined by any court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement there shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceableany Additional Restricted Period. (f) ICG LP and Executive expressly acknowledge and agree that the agreements and covenants contained in this Section 7 are reasonable. In the event, any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. (g) Any limitation on Executive’s activities or any forfeiture of benefits, equity or compensation based on violation of limitations on Executive’s activities shall not be based on any limitation that is any broader than those set forth in this Section 7.

Certain Restrictive Covenants. (a) During the Employment Term andand , except in the case where the Employment Term has ended as a result of ICG LP electing not to extend the Employment Term pursuant to Section 1 hereof, during the 24-month period following the Date of Termination (the Employment Term and, if applicable, the 24-month period following the Date of Termination, the “Restricted Term”), Executive shall not without the Board’s prior written consent (i) directly or indirectly whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), (ii) solicit or assist in soliciting in competition with ICG LP or any of its Affiliates, the business of any current or actively being pursued prospective customer, client, partner, member, or (iii) invest or engage in, have any equity interest in, or manage or operate (whether as a director, officer, employee, agent, representative, security holder, consultant or otherwise) any business that competes with the business of ICG LP or any of its Affiliates (including, without limitation, businesses which ICG LP or any of its Affiliates had specific plans to conduct in the future and as to which Executive was aware of such planning, and which were not terminated or abandoned by the relevant entity’s board of directors more than one year prior to the date of Executive’s termination (“Specific Plans”)) in any geographical area that is within 50 miles of any geographical area where ICG LP or any of its Affiliates actually does (or has Specific Plans to) provide its products or services (a “Competitive Business”); provided that: (x) Executive shall be permitted to acquire a passive stock or equity interest in such a Competitive Business provided the stock or other equity interest acquired is not more than five percent (5%) of the outstanding interest in such a Competitive Business; (y) Executive shall be permitted to acquire any investment through a mutual fund, private equity fund or other pooled account that is not controlled by Executive and in which he has less than a five percent (5%) interest; or (z) Executive may provide services to a subsidiary, division or Affiliate of a Competitive Business if such subsidiary, division or Affiliate is not itself engaged in a Competitive Business and Executive does not provide services to, or have any responsibilities regarding, the Competitive Business. At any time during the Restricted Term following the Date of Termination, Executive may request in writing that the Board consent to Executive’s direct or indirect engagement in, ownership of an equity interest in, or management or operation of (whether as a director, officer, employee, agent, representative, security holder, consultant or otherwise) any Competitive Business, which request the Board shall consider in good faith based upon the Board’s reasonable and good faith determination of the potential impact of Executive’s involvement in such Competitive Business on ICG LP and its Affiliates. (b) During the 12 month period following the Date of Termination, Executive shall not, directly or indirectly recruit or otherwise solicit or induce any executive employee, director or consultant of or to ICG LP to terminate his or its employment or arrangement with ICG LP or otherwise change its relationship with ICG LP, provided that nothing in this Section 7(b) shall prohibit Executive from providing employment, personal or other references for any such Person or general advertising for employees by Executive or any Person of which Executive is an employee or Affiliate. (c) Executive shall not intentionally disparage ICG LP, any of its practices, or any of the directors, officers, or employees of ICG LP or its Affiliates, whether orally, in writing or otherwise, at any time. ICG LP and its Affiliates (including without limitation the directors of any of its Affiliates) shall not intentionally disparage Executive, whether orally, in writing or otherwise, at any time. Notwithstanding the foregoing, nothing in this Section 7(c) shall (i) limit the ability of ICG LP or Executive, as applicable, to provide truthful testimony as required by law or any judicial or administrative process or Executive from making normal commercial competitive type statements in a competitive business situation not based on his employment with ICG LP, or (ii) prevent any Person from (x) responding publicly to incorrect, disparaging or derogatory public statements to the extent reasonably necessary to correct or refute such public statement or (y) making any truthful statement to the extent necessary with respect to any litigation, arbitration or mediation involving this Agreement, including, but not limited to, the enforcement of this Agreement. (d) Executive agrees that all strategies, methods, processes, techniques, marketing plans, merchandising schemes, themes, layouts, mechanicals, trade secrets, copyrights, trademarks, patents, ideas, specifications and other material or work product (“Intellectual Property”) that Executive creates, develops or assembles during the Employment Term in connection with his employment hereunder shall become the permanent and exclusive property of ICG LP to be used in any manner it sees fit, in its sole discretion. Executive shall not communicate to ICG LP any ideas, concepts, or other intellectual property of any kind (other than that required in his capacity as an officer of ICG LP) which (i) were earlier communicated to Executive in confidence by any third party as proprietary information, or (ii) Executive knows or has reason to know is the proprietary information belonging to Executive or any third party. All Intellectual Property created or assembled in connection with Executive’s employment hereunder shall be the permanent and exclusive property of ICG LP, and Executive will and hereby does assign any rights therein to ICG LP. ICG LP and Executive mutually agree that all Intellectual Property and work product created in connection with this Agreement, which is subject to copyright, shall be deemed to be “work made for hire,” and that all rights to copyrights shall be vested in ICG LP. If for any reason ICG LP cannot be deemed to have commissioned “work made for hire,” and its rights to copyright are thereby in doubt, then Executive agrees not to claim to be the proprietor of the work prepared for ICG LP, and agrees to and hereby does irrevocably assign to ICG LP, at ICG LP’s expense, all rights in the copyright of the work prepared for ICG LP. (e) ICG LP and Executive expressly acknowledge and agree that the agreements and covenants contained in this Section 7 are reasonable. In the event, however, that any agreement or covenant contained in this Section 7 shall be determined by any court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. (f) ICG LP and Executive expressly acknowledge and agree that the agreements and covenants contained in this Section 7 are reasonable. In the event, any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. (g) Any limitation on Executive’s activities or any forfeiture of benefits, equity or compensation based on violation of limitations on Executive’s activities shall not be based on any limitation that is any broader than those set forth in this Section 7.