Common use of Competition and Confidential Information Clause in Contracts

Competition and Confidential Information. The Executive has had access to and has acquired, will have access to and will acquire, and has assisted in and may assist in developing, confidential and proprietary information relating to the business and operations of the Employer and its affiliates, including but not limited to information with respect to present and prospective business plans, financing arrangements, marketing plans, customer and supplier lists, contracts and proposals. The Executive acknowledges that such information has been and will continue to be of central importance to the business of the Employer and its affiliates and that disclosure or use by others could cause substantial loss to the Employer and its affiliates. The Executive and the Employer also recognize that an important part of the Executive’s duties have been, and will continue to be, to develop goodwill for the Employer and its affiliates through his personal contact with vendors, customers, subcontractors, and others sharing business relationships with the Employer and its affiliates, and that there is a danger that this goodwill, a proprietary asset of the Employer and its affiliates, may follow the Executive if and when his employment relationship with the Employer is terminated. The Executive accordingly agrees that, during the Employment Period and for any period during which the Executive is receiving payments pursuant to Section 3.3(a), below, the Executive will not, either individually or as owner, partner, agent, employee, or consultant, engage in any activity competitive with the Employer or any of its affiliates and will not on his own behalf or that or any third party directly or indirectly hire, discuss employment with, or recommend to any third party the employment of any employee of the Employer or any of its affiliates who was actively employed by the Employer or an affiliate on the Effective Date without regard to whether that employee has subsequently terminated his or her employment with the Employer. In the event that the Employment Period terminates pursuant to Sections 3.2(b) (d) or (e), below prior to the end of the three-year term of this Agreement, Executive agrees that he will not, for the remaining term of this Agreement individually or as owner, partner, agent, employee, or consultant of another entity, solicit directly or indirectly business of the nature engaged in by the Employer from a current customer of the Employer or a former customer of the Employer with which the Executive has dealt on behalf of the Employer, or on his own behalf or that of a third party, hire, discuss employment with, or recommend to any third party the employment of any employee of the Employer, or any of its affiliates, who was actively employed by the Employer or an affiliate on the Effective Date without regard to whether that employee has subsequently terminated his or her employment with the Employer. Nothing in this Article shall be construed to prevent the Executive from owning, as an investment, not more than one percent (1%) of a class of equity securities issued by any issuer and publicly traded and registered under Section 12 of the Securities Exchange Act of 1934.

Competition and Confidential Information. The Executive has had access to and has acquired, will have access to and will acquire, and has assisted in and may assist in developing, developing confidential and proprietary information relating to the business and operations of the Employer and its affiliates, including but not limited to information with respect to present and prospective business plans, financing arrangements, marketing plans, customer and supplier lists, contracts and proposals. The Executive acknowledges that such information has been and will continue to be of central importance to the business of the Employer and its affiliates and that its disclosure or use by others could cause substantial loss to the Employer and its affiliates. The Executive and the Employer also recognize that an important part of the Executive’s duties have been, and will continue to be, to develop goodwill for the Employer and its affiliates through his personal contact with vendors, customers, subcontractors, and others sharing business relationships with the Employer and its affiliates, and that there is a danger that this goodwill, a proprietary asset of the Employer and its affiliates, may follow the Executive if and when his employment relationship with the Employer is terminatedends. The Executive accordingly agrees thatthat without Employer’s written consent, during the Employment Period and for any period during which the Executive is receiving payments pursuant to Section 3.3(a), belowPeriod, the Executive will not, either individually or as owner, partner, agent, employee, consultant, or consultantin any other capacity, engage in any activity competitive with the Employer or any of its affiliates and will not on his own behalf, or on behalf or that or of any third party party, directly or indirectly hire, discuss employment with, or recommend to any third party the employment of any employee of the Employer or any of its affiliates who was actively employed by the Employer or an affiliate on the Effective Date without regard to whether that employee has subsequently terminated his or her employment with the Employer. In the event that the Employment Period terminates pursuant to Sections 3.2(b) (d) or (e), below prior to the end of the three-year term of this Agreement, Executive agrees that he will not, for the remaining term of this Agreement individually or as owner, partner, agent, employee, or consultant of another entity, solicit directly or indirectly business of the nature engaged in by the Employer from a current customer of the Employer or a former customer of the Employer with which the Executive has dealt on behalf of the Employer, or on his own behalf or that of a third party, hire, discuss employment with, or recommend to any third party the employment of any employee of the Employer, or any of its affiliates, who was actively employed by the Employer or an affiliate on the Effective Date Date, without regard to whether that employee has subsequently terminated his or her employee’s employment with the EmployerEmployer has subsequently ceased for any reason. Nothing in this Article II shall be construed to prevent the Executive from owning, as an investment, not more than one Ten percent (110%) of a class of equity securities issued by any issuer and publicly traded and registered under Section 12 of the Securities Exchange Act of 1934.

Competition and Confidential Information. The Executive and the Corporation recognize that, due to the nature of his prior association with the Corporation and WGI and of his engagements hereunder, and the relationship of the Executive to the Corporation and WGI, both in the past as an executive and in the future hereunder, the Executive has had access to and has acquired, will have access to and will acquire, and has assisted in and may assist in developing, confidential and proprietary information relating to the business and operations of the Employer Corporation, WGI, and its their affiliates, including but not limited to to, information with respect to present and prospective business plans, financing arrangements, marketing plansprojections, customer and supplier lists, contracts and proposals. The Executive acknowledges that such information has been and will continue to be of central importance to the business of the Employer Corporation, WGI, and its their affiliates and that disclosure or use by others could cause substantial loss to the Employer Corporation, WGI, and its their affiliates. The Executive and the Employer Corporation also recognize that an important part of the Executive’s 's duties have been, and will continue to be, be to develop goodwill for the Employer Corporation, WGI, and its their affiliates through his personal contact with vendors, customers, subcontractors, and others sharing business relationships with the Employer Corporation, WGI, and its their affiliates, and that there is a danger that this goodwill, a proprietary asset of the Employer Corporation, WGI and its their affiliates, may follow the Executive if and when his employment relationship with the Employer Corporation is terminated. The Executive accordingly agrees that, during the Employment Period and for any a period during which the Executive is receiving payments pursuant to Section 3.3(a), belowof one year thereafter, the Executive will not, not either individually or as owner, partner, agent, employee, or consultant, consultant engage in any activity competitive with the Employer business of the Corporation, WGI, or any of its their affiliates and will not on his own behalf or that or any third party directly or indirectly hire, discuss employment with, or recommend solicit any employee to any third party leave the employment of any employee of the Employer or any of its affiliates who was actively employed by the Employer or an affiliate on the Effective Date without regard to whether that employee has subsequently terminated his or her employment with the Employer. In the event that the Employment Period terminates pursuant to Sections 3.2(b) (d) or (e)Corporation, below prior to the end of the three-year term of this Agreement, Executive agrees that he will not, for the remaining term of this Agreement individually or as owner, partner, agent, employee, or consultant of another entity, solicit directly or indirectly business of the nature engaged in by the Employer from a current customer of the Employer or a former customer of the Employer with which the Executive has dealt on behalf of the Employer, or on his own behalf or that of a third party, hire, discuss employment with, or recommend to any third party the employment of any employee of the EmployerWGI, or any of its their affiliates, who was actively employed by the Employer or an affiliate on the Effective Date without regard to whether that employee has subsequently terminated his or her employment with the Employer. Nothing in this Article II shall be construed to prevent the Executive from owning, as an investment, not more than one percent (1%) of a class of equity securities issued by any issuer and publicly traded and registered under Section 12 of the Securities Exchange Act of 1934. This Section 2.1 shall survive the termination of this Agreement for whatever reason.

Competition and Confidential Information. The Executive has had access and the Corporation recognize that, due to the nature of his association with the Corporation and has acquiredWGI and of his engagements hereunder, and the relationship of the Executive to the Corporation and WGI as an executive in the future hereunder, the Executive will have access to and will acquire, and has assisted in and may assist in developing, confidential and proprietary information relating to the business and operations of the Employer Corporation, WGI, and its their affiliates, including but not limited to to, information with respect to present and prospective business plans, financing arrangements, marketing plansprojections, customer and supplier lists, contracts and proposals. The Executive acknowledges that such information has been and will continue to be of central importance to the business of the Employer Corporation, WGI, and its their affiliates and that disclosure or use by others could cause substantial loss to the Employer Corporation, WGI, and its their affiliates. The Executive and the Employer Corporation also recognize that an important part of the Executive’s duties have been, and will continue to be, be to develop goodwill for the Employer Corporation, WGI, and its their affiliates through his personal contact with vendors, customers, subcontractors, and others sharing business relationships with the Employer Corporation, WGI, and its their affiliates, and that there is a danger that this goodwill, a proprietary asset of the Employer Corporation, WGI and its their affiliates, may follow the Executive if and when his employment relationship with the Employer Corporation is terminated. The Executive accordingly agrees that, during the Employment Period and for any a period during which the Executive is receiving payments pursuant to Section 3.3(a), belowof one year thereafter, the Executive will not, not either individually or as owner, partner, agent, employee, or consultant, consultant engage in any activity competitive with the Employer or any of its affiliates onshore and will not on his own behalf or that or any third party directly or indirectly hireoffshore pipeline, discuss employment with, or recommend to any third party the employment of any employee engineering and construction businesses of the Employer or any of its affiliates who was actively employed by the Employer or an affiliate on the Effective Date without regard to whether that employee has subsequently terminated his or her employment with the Employer. In the event that the Employment Period terminates pursuant to Sections 3.2(b) (d) or (e)Corporation, below prior to the end of the three-year term of this Agreement, Executive agrees that he will not, for the remaining term of this Agreement individually or as owner, partner, agent, employee, or consultant of another entity, solicit directly or indirectly business of the nature engaged in by the Employer from a current customer of the Employer or a former customer of the Employer with which the Executive has dealt on behalf of the Employer, or on his own behalf or that of a third party, hire, discuss employment with, or recommend to any third party the employment of any employee of the EmployerWGI, or any of its their affiliates or with any other lines of material business activity of the Corporation, WGI, or any of their affiliates that commence during the Employment Period, and will not directly or indirectly solicit any employee to leave the employment of the Corporation, WGI, or any of their affiliates, who was actively employed by the Employer or an affiliate on the Effective Date without regard to whether that employee has subsequently terminated his or her employment with the Employer. Nothing in this Article II shall be construed to prevent the Executive from owning, as an investment, not more than one percent (1%) of a class of equity securities issued by any issuer and publicly traded and registered under Section 12 of the Securities Exchange Act of 1934. This Section 2.1 shall survive the termination of this Agreement for whatever reason.

Competition and Confidential Information. The Executive has had access to and has acquired, will have access to and will acquire, and has assisted in and may assist in developing, developing confidential and proprietary information relating to the business and operations of the Employer and its affiliates, including but not limited to information with respect to present and prospective business plans, financing arrangements, marketing plans, customer and supplier lists, contracts and proposals. The Executive acknowledges that such information has been and will continue to be of central importance to the business of the Employer and its affiliates and that disclosure or use by others could cause substantial loss to the Employer and its affiliates. The Executive and the Employer also recognize that an important part of the Executive’s duties have been, and will continue to be, to develop goodwill for the Employer and its affiliates through his personal contact with vendors, customers, subcontractors, and others sharing business relationships with the Employer and its affiliates, and that there is a danger that this goodwill, a proprietary asset of the Employer and its affiliates, may follow the Executive if and when his employment relationship with the Employer is terminated. The Executive accordingly agrees that, during the Employment Period and for any period during which the Executive is receiving payments pursuant to Section 3.3(a), below, the Executive will not, either individually or as owner, partner, agent, employee, or consultant, engage in any activity competitive with the Employer or any of its affiliates and will not on his own behalf, or on behalf or that or of any third party party, directly or indirectly hire, discuss employment with, or recommend to any third party the employment of any employee of the Employer or any of its affiliates who was actively employed by the Employer or an affiliate on the Effective Date without regard to whether that employee has subsequently terminated his or her employment with the Employer. In the event that the Employment Period terminates pursuant to Sections 3.2(b) ), (d) or (e), below prior to the end of the threethird-year term anniversary of this Agreement, Executive agrees that he will not, for the remaining term of this Agreement individually or as owner, partner, agent, employee, or consultant of another entity, solicit directly or indirectly business of the nature engaged in by the Employer from a current customer of the Employer or a former customer of the Employer with which the Executive has dealt on behalf of the Employer, or on his own behalf or that of a third party, hire, discuss employment with, or recommend to any third party the employment of any employee of the Employer, or any of its affiliates, who was actively employed by the Employer or an affiliate on the Effective Date without regard to whether that employee has subsequently terminated his or her employment with the Employer. Nothing in this Article shall be construed to prevent the Executive from owning, as an investment, not more than one percent (1%) of a class of equity securities issued by any issuer and publicly traded and registered under Section 12 of the Securities Exchange Act of 1934.

Competition and Confidential Information. The Executive has had access and the Corporation recognize that, due to the nature of his association with the Corporation and has acquiredWGI and of his engagements hereunder, and the relationship of the Executive to the Corporation and WGI, as an executive in the future hereunder, the Executive will have access to and will acquire, and has assisted in and may assist in developing, confidential and proprietary information relating to the business and operations of the Employer Corporation, WGI, and its their affiliates, including but not limited to to, information with respect to present and prospective business plans, financing arrangements, marketing plansprojections, customer and supplier lists, contracts and proposals. Amended & Restated Employment Agreement Between Willbros USA, Inc. and Van X. Xxxxx Dated December 31, 2008 The Executive acknowledges that such information has been and will continue to be of central importance to the business of the Employer Corporation, WGI, and its their affiliates and that disclosure or use by others could cause substantial loss to the Employer Corporation, WGI, and its their affiliates. The Executive and the Employer Corporation also recognize that an important part of the Executive’s duties have been, and will continue to be, be to develop goodwill for the Employer Corporation, WGI, and its their affiliates through his personal contact with vendors, customers, subcontractors, and others sharing business relationships with the Employer Corporation, WGI, and its their affiliates, and that there is a danger that this goodwill, a proprietary asset of the Employer Corporation, WGI and its their affiliates, may follow the Executive if and when his employment relationship with the Employer Corporation is terminated. The Executive accordingly agrees that, during the Employment Period and for any period during which the Executive is receiving payments pursuant to Section 3.3(a), below, the Executive will not, not either individually or as owner, partner, agent, employee, or consultant, consultant engage in any activity competitive with the Employer or any of its affiliates onshore and will not on his own behalf or that or any third party directly or indirectly hireoffshore pipeline, discuss employment with, or recommend to any third party the employment of any employee engineering and construction businesses of the Employer or any of its affiliates who was actively employed by the Employer or an affiliate on the Effective Date without regard to whether that employee has subsequently terminated his or her employment with the Employer. In the event that the Employment Period terminates pursuant to Sections 3.2(b) (d) or (e)Corporation, below prior to the end of the three-year term of this Agreement, Executive agrees that he will not, for the remaining term of this Agreement individually or as owner, partner, agent, employee, or consultant of another entity, solicit directly or indirectly business of the nature engaged in by the Employer from a current customer of the Employer or a former customer of the Employer with which the Executive has dealt on behalf of the Employer, or on his own behalf or that of a third party, hire, discuss employment with, or recommend to any third party the employment of any employee of the EmployerWGI, or any of its their affiliates or with any other lines of material business activity of the Corporation, WGI, or any of their affiliates that commence during the Employment Period, and will not directly or indirectly solicit any employee to leave the employment of the Corporation, WGI, or any of their affiliates, who was actively employed by the Employer or an affiliate on the Effective Date without regard to whether that employee has subsequently terminated his or her employment with the Employer. Nothing in this Article II shall be construed to prevent the Executive from owning, as an investment, not more than one percent (1%) of a class of equity securities issued by any issuer and publicly traded and registered under Section 12 of the Securities Exchange Act of 1934.

Competition and Confidential Information. The Executive has had access and the Corporation recognize that, due to the nature of his association with the Corporation and has acquiredWGI and of his engagements hereunder, and the relationship of the Executive to the Corporation and WGI, as an executive in the future hereunder, the Executive will have access to and will acquire, and has assisted in and may assist in developing, confidential and proprietary information relating to the business and operations of the Employer Corporation, WGI, and its their affiliates, including but not limited to to, information with respect to present and prospective business plans, financing arrangements, marketing plansprojections, customer and supplier lists, contracts and proposals. The Executive acknowledges that such information has been and will continue to be of central importance to the business of the Employer Corporation, WGI, and its their affiliates and that disclosure or use by others could cause substantial loss to the Employer Corporation, WGI, and its their affiliates. The Executive and the Employer Corporation also recognize that an important part of the Executive’s duties have been, and will continue to be, be to develop goodwill for the Employer Corporation, WGI, and its their affiliates through his personal contact with vendors, customers, subcontractors, and others sharing business relationships with the Employer Corporation, WGI, and its their affiliates, and that there is a danger that this goodwill, a proprietary asset of the Employer Corporation, WGI and its their affiliates, may follow the Executive if and when his employment relationship with the Employer Corporation is terminated. The Executive accordingly agrees that, during the Employment Period and for any period during which the Executive is receiving payments pursuant to Section 3.3(a), belowPeriod, the Executive will not, not either individually or as owner, partner, agent, employee, or consultant, consultant engage in any activity competitive with the Employer or any of its affiliates onshore and will not on his own behalf or that or any third party directly or indirectly hireoffshore pipeline, discuss employment with, or recommend to any third party the employment of any employee engineering and construction businesses of the Employer or any of its affiliates who was actively employed by the Employer or an affiliate on the Effective Date without regard to whether that employee has subsequently terminated his or her employment with the Employer. In the event that the Employment Period terminates pursuant to Sections 3.2(b) (d) or (e)Corporation, below prior to the end of the three-year term of this Agreement, Executive agrees that he will not, for the remaining term of this Agreement individually or as owner, partner, agent, employee, or consultant of another entity, solicit directly or indirectly business of the nature engaged in by the Employer from a current customer of the Employer or a former customer of the Employer with which the Executive has dealt on behalf of the Employer, or on his own behalf or that of a third party, hire, discuss employment with, or recommend to any third party the employment of any employee of the EmployerWGI, or any of its their affiliates or with any other lines of material business activity of the Corporation, WGI, or any of their affiliates that commence during the Employment Period, and will not directly or indirectly solicit any employee to leave the employment of the Corporation, WGI, or any of their affiliates, who was actively employed by the Employer or an affiliate on the Effective Date without regard to whether that employee has subsequently terminated his or her employment with the Employer. Nothing in this Article II shall be construed to prevent the Executive from owning, as an investment, not more than one percent (1%) of a class of equity securities issued by any issuer and publicly traded and registered under Section 12 of the Securities Exchange Act of 1934.

Competition and Confidential Information. The Executive has had access to and has acquired, will have access to and will acquire, and has assisted in and may assist in developing, developing confidential and proprietary information relating to the business and operations of the Employer and its affiliates, including but not limited to information with respect to present and prospective business plans, financing arrangements, marketing plans, customer and supplier lists, contracts and proposals. The Executive acknowledges that such information has been and will continue to be of central importance to the business of the Employer and its affiliates and that disclosure or use by others could cause substantial loss to the Employer and its affiliates. The Executive and the Employer also recognize that an important part of the Executive’s duties have been, and will continue to be, to develop goodwill for the Employer and its affiliates through his personal contact with vendors, customers, subcontractors, and others sharing business relationships with the Employer and its affiliates, and that there is a danger that this goodwill, a proprietary asset of the Employer and its affiliates, may follow the Executive if and when his employment relationship with the Employer is terminated. The Executive accordingly agrees that, during the Employment Period and for any period during which the Executive is receiving payments pursuant to Section 3.3(a), below, the Executive will not, either individually or as owner, partner, agent, employee, or consultant, engage in any activity competitive with the Employer or any of its affiliates and will not on his own behalf, or on behalf or that or of any third party party, directly or indirectly hire, discuss employment with, or recommend to any third party the employment of any employee of the Employer or any of its affiliates who was actively employed by the Employer or an affiliate on the Effective Date without regard to whether that employee has subsequently terminated his or her employment with the Employer. In the event that the Employment Period terminates pursuant to Sections 3.2(b) ), (d) or (e), below prior to the end of the three-year term anniversary of this Agreement, Executive agrees that he will not, for the remaining term of this Agreement individually or as owner, partner, agent, employee, or consultant of another entity, solicit directly or indirectly business of the nature engaged in by the Employer from a current customer of the Employer or a former customer of the Employer with which the Executive has dealt on behalf of the Employer, or on his own behalf or that of a third party, hire, discuss employment with, or recommend to any third party the employment of any employee of the Employer, or any of its affiliates, who was actively employed by the Employer or an affiliate on the Effective Date without regard to whether that employee has subsequently terminated his or her employment with the Employer. Nothing in this Article shall be construed to prevent the Executive from owning, as an investment, not more than one percent (1%) of a class of equity securities issued by any issuer and publicly traded and registered under Section 12 of the Securities Exchange Act of 1934.

Competition and Confidential Information. The Executive and the Corporation recognize that, due to the nature of his prior association with the Corporation and WGI and of his engagements hereunder, and the relationship of the Executive to the Corporation and WGI, both in the past as an executive and in the future hereunder, the Executive has had access to and has acquired, will have access to and will acquire, and has assisted in and may assist in developing, confidential and proprietary information relating to the business and operations of the Employer Corporation, WGI, and its their affiliates, including but not limited to to, information with respect to present and prospective business plans, financing arrangements, marketing plansprojections, customer and supplier lists, contracts and proposals. The Executive acknowledges that such information has been and will continue to be of central importance to the business of the Employer Corporation, WGI, and its their affiliates and that disclosure or use by others could cause substantial loss to the Employer Corporation, WGI, and its their affiliates. The Executive and the Employer Corporation also recognize that an important part of the Executive’s duties have been, and will continue to be, be to develop goodwill for the Employer Corporation, WGI, and its their affiliates through his personal contact with vendors, customers, subcontractors, and others sharing business relationships with the Employer Corporation, WGI, and its their affiliates, and that there is a danger that this goodwill, a proprietary asset of the Employer Corporation, WGI and its their affiliates, may follow the Executive if and when his employment relationship with the Employer Corporation is terminated. The Executive accordingly agrees that, during the Employment Period and for any period during which the Executive is receiving payments pursuant to Section 3.3(a), belowPeriod, the Executive will not, not either individually or as owner, partner, agent, employee, or consultant, consultant engage in any activity competitive with the Employer or any of its affiliates onshore and will not on his own behalf or that or any third party directly or indirectly hireoffshore pipeline, discuss employment with, or recommend to any third party the employment of any employee engineering and construction businesses of the Employer or any of its affiliates who was actively employed by the Employer or an affiliate on the Effective Date without regard to whether that employee has subsequently terminated his or her employment with the Employer. In the event that the Employment Period terminates pursuant to Sections 3.2(b) (d) or (e)Corporation, below prior to the end of the three-year term of this Agreement, Executive agrees that he will not, for the remaining term of this Agreement individually or as owner, partner, agent, employee, or consultant of another entity, solicit directly or indirectly business of the nature engaged in by the Employer from a current customer of the Employer or a former customer of the Employer with which the Executive has dealt on behalf of the Employer, or on his own behalf or that of a third party, hire, discuss employment with, or recommend to any third party the employment of any employee of the EmployerWGI, or any of its their affiliates or with any other lines of material business activity of the Corporation, WGI, or any of their affiliates that commence during the Employment Period, and will not directly or indirectly solicit any employee to leave the employment of the Corporation, WGI, or any of their affiliates, who was actively employed by the Employer or an affiliate on the Effective Date without regard to whether that employee has subsequently terminated his or her employment with the Employer. Nothing in this Article II shall be construed to prevent the Executive from owning, as an investment, not more than one percent (1%) of a class of equity securities issued by any issuer and publicly traded and registered under Section 12 of the Securities Exchange Act of 1934.

Competition and Confidential Information. The Executive and the Corporation recognize that, due to the nature of his prior association with the Corporation and WGI and of his engagements hereunder, and the relationship of the Executive to the Corporation and WGI, both in the past as an executive and in the future hereunder, the Executive has had access to and has acquired, will have access to and will acquire, and has assisted in and may assist in developing, confidential and proprietary information relating to the business and operations of the Employer Corporation, WGI, and its their affiliates, including but not limited to to, information with respect to present and prospective business plans, financing arrangements, marketing plansprojections, customer and supplier lists, contracts and proposals. The Executive acknowledges that such information has been and will continue to be of central importance to the business of the Employer Corporation, WGI, and its their affiliates and that disclosure or use by others could cause substantial loss to the Employer Corporation, WGI, and its their affiliates. The Executive and the Employer Corporation also recognize that an important part of the Executive’s duties have been, and will continue to be, be to develop goodwill for the Employer Corporation, WGI, and its their affiliates through his personal contact with vendors, customers, subcontractors, and others sharing business relationships with the Employer Corporation, WGI, and its their affiliates, and that there is a danger that this goodwill, a proprietary asset of the Employer Corporation, WGI and its their affiliates, may follow the Executive if and when his employment relationship with the Employer Corporation is terminated. The Executive accordingly agrees that, during the Employment Period and for any a period during which the Executive is receiving payments pursuant to Section 3.3(a), belowof one year thereafter, the Executive will not, not either individually or as owner, partner, agent, employee, or consultant, consultant engage in any activity competitive with the Employer or any of its affiliates onshore and will not on his own behalf or that or any third party directly or indirectly hireoffshore pipeline, discuss employment with, or recommend to any third party the employment of any employee engineering and construction businesses of the Employer or any of its affiliates who was actively employed by the Employer or an affiliate on the Effective Date without regard to whether that employee has subsequently terminated his or her employment with the Employer. In the event that the Employment Period terminates pursuant to Sections 3.2(b) (d) or (e)Corporation, below prior to the end of the three-year term of this Agreement, Executive agrees that he will not, for the remaining term of this Agreement individually or as owner, partner, agent, employee, or consultant of another entity, solicit directly or indirectly business of the nature engaged in by the Employer from a current customer of the Employer or a former customer of the Employer with which the Executive has dealt on behalf of the Employer, or on his own behalf or that of a third party, hire, discuss employment with, or recommend to any third party the employment of any employee of the EmployerWGI, or any of its their affiliates or with any other lines of material business activity of the Corporation, WGI, or any of their affiliates that commence during the Employment Period, and will not directly or indirectly solicit any employee to leave the employment of the Corporation, WGI, or any of their affiliates, who was actively employed by the Employer or an affiliate on the Effective Date without regard to whether that employee has subsequently terminated his or her employment with the Employer. Nothing in this Article II shall be construed to prevent the Executive from owning, as an investment, not more than one percent (1%) of a class of equity securities issued by any issuer and publicly traded and registered under Section 12 of the Securities Exchange Act of 1934. This Section 2.1 shall survive the termination of this Agreement for whatever reason.

Competition and Confidential Information. The Executive and the Corporation recognize that, due to the nature of his prior association with the Corporation and WGI and of his engagements hereunder, and the relationship of the Executive to the Corporation and WGI, both in the past as an executive and in the future hereunder, the Executive has had access to and has acquired, will have access to and will acquire, and has assisted in and may assist in developing, confidential and proprietary information relating to the business and operations of the Employer Corporation, WGI, and its their affiliates, including but not limited to to, information with respect to present and prospective business plans, financing arrangements, marketing plansprojections, customer and supplier lists, contracts and proposals. The Executive acknowledges that such information has been and will continue to be of central importance to the business of the Employer Corporation, WGI, and its their affiliates and that disclosure or use by others could cause substantial loss to the Employer Corporation, WGI, and its their affiliates. The Executive and the Employer Corporation also recognize that an important part of the Executive’s duties have been, and will continue to be, be to develop goodwill for the Employer Corporation, WGI, and its their affiliates through his personal contact with vendors, customers, subcontractors, and others sharing business relationships with the Employer Corporation, WGI, and its their affiliates, and that there is a danger that this goodwill, a proprietary asset of the Employer Corporation, WGI and its their affiliates, may follow the Executive if and when his employment relationship with the Employer Corporation is terminated. The Executive accordingly agrees that, during the Employment Period and for any period during which the Executive is receiving payments pursuant to Section 3.3(a), belowPeriod, the Executive will not, not either individually or as owner, partner, agent, employee, or consultant, consultant engage in any activity competitive with the Employer or any of its affiliates onshore and will not on his own behalf or that or any third party directly or indirectly hireoffshore pipeline, discuss employment with, or recommend to any third party the employment of any employee engineering and construction businesses of the Employer or any of its affiliates who was actively employed by the Employer or an affiliate on the Effective Date without regard to whether that employee has subsequently terminated his or her employment with the Employer. In the event that the Employment Period terminates pursuant to Sections 3.2(b) (d) or (e)Corporation, below prior to the end of the three-year term of this Agreement, Executive agrees that he will not, for the remaining term of this Agreement individually or as owner, partner, agent, employee, or consultant of another entity, solicit directly or indirectly business of the nature engaged in by the Employer from a current customer of the Employer or a former customer of the Employer with which the Executive has dealt on behalf of the Employer, or on his own behalf or that of a third party, hire, discuss employment with, or recommend to any third party the employment of any employee of the EmployerWGI, or any of its their affiliates or with any other lines of material business activity of the Corporation, WGI, or any of their affiliates that commence during the Employment Period, and will not directly or indirectly solicit any employee to leave the employment of the Corporation, WGI, or any of their affiliates, who was actively employed by the Employer or an affiliate on the Effective Date without regard to whether that employee has subsequently terminated his or her employment with the Employer. Nothing in this Article II shall be construed to prevent the Executive from owning, as an investment, not more than one percent (1%) of a class of equity securities issued by any issuer and publicly traded and registered under Section 12 of the Securities Exchange Act of 1934.. Amended & Restated Employment Agreement Between Willbros USA, Inc. and Xxxx X. Xxxxxx Dated December 31, 2008