Common use of Covenant Not to Compete Clause in Contracts

Covenant Not to Compete. Employee acknowledges and agrees that Company has invested a great deal of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Stores.

Covenant Not to Compete. Employee expressly acknowledges that (i) the Universal Companies are and agrees that Company has invested a great deal of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be engaged in the business of producing and selling bottled water, enhanced beverages and related food products; (ii) Employee is one of a limited number of persons who has extensive knowledge and expertise relevant to the businesses of the Universal Companies; (iii) Employee's performance of his services for the Company hereunder will continue afford him full and complete access to and cause him to become highly knowledgeable about the Universal Companies' Confidential and Proprietary Information; (iv) the agreements and covenants contained in this Section 4.6 are essential to protect the business and goodwill of the Universal Companies, because, if Employee enters into any activities competitive with the businesses of the Universal Companies, he will cause substantial harm to the Universal Companies; (v) he will be exposed to and learn much information about Company’s businessthe Universal Companies' largest customers, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee acknowledges he would not have access if not been exposed to but for Employee’s his employment with the Company; (vi) the business territory of the Universal Companies constitutes the geographic markets of the Universal Companies at the time of termination of employment ("Business Territory"); and (vii) his covenants to the Company and which it would be unfair set forth in this Section 4.6 are being made in consideration of the Company's willingness to disclose to othersemploy him. Accordingly, Employee hereby agrees that during the Restricted Period, he shall not directly or indirectly own any interest in, invest in, lend to, borrow from, manage, control, participate in, consult with, become employed by, render services to, or to use to Company’s disadvantagein any other manner whatsoever engage in, any business which is competitive with any business actively being engaged in by the Universal Companies or actively (and demonstrably) being considered by the Universal Companies for entry into on the date of the termination of Employee's employment with the Universal Companies, within the Business Territory. Employee acknowledges and agrees that the restrictions contained Restricted Business are in this Agreement are necessary and reasonable direct competition with one or more lines of business actively being engaged in by the Company within the Company's geographical markets for those lines of business. The preceding to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separationcontrary notwithstanding, Employee shall notbe free to make investments in the publicly traded securities of any corporation, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar provided that such investments do not amount to any more than 1% of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf outstanding securities of any Competitor. For purposes class of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storessuch corporation.

Covenant Not to Compete. Employee acknowledges In consideration of the numerous mutual promises contained in the Agreement between Employer and agrees that Company has invested a great deal of time the Employee, including, without limitation, those involving access to Trade Secrets and money in developing relationships with its employees, customersconfidential information and training, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services order to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and protect Employer's Trade Secrets, the Company’s employees, Secrets and the Company’s “Merchandise Vendors,” confidential information and to reduce the likelihood of irreparable damage which Employee would not have access if not for Employee’s employment with Company and which it would be unfair occur in the event such information is provided to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light used by a competitor of the foregoingEmployer, Employee agrees that he/she during his or her employment and for an additional period of eighteen (18) months immediately following the voluntary or involuntary termination of his or her employment (the "Non-Competition Term"), Employee will not, at without the prior written consent of Employer (which consent may be withheld in its sole discretion), enter the employ of any point person or entity, either directly or indirectly either as principal, agent, representative, shareholder (except owning publicly traded stock for investment purposes only in which Employee owns less than 5%) consultant, officer, business partner, associate, employee or otherwise, with a place of business in the United States of America and/or Canada, which sells or offers to sell services and/or products which compete directly with the services and/or products offered or to be offered for sale by Employer. If, during his/her employment any period within the Noncompetition Term, Employee is not in compliance with Companythe terms of this Paragraph 4, work Employer shall be entitled to, among other remedies, compliance by Employee with the terms of this Paragraph 4 for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a an additional period equal to the period of one (1) year following the Separation Date, and regardless of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitorsuch noncompliance. For purposes of this Section 4Agreement, the term “Competitor” "Noncompetition Term" shall mean only also include this additional period. Employee hereby acknowledges that the following businessesgeographic boundaries, commonly known as: Catoscope of prohibited activities and the time duration of the provisions of this Section 4 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Employer. The Employer and Employee agree and stipulate that the agreements and covenants not to compete contained in Paragraph 4 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Employee and Employer; however, TJX (including without limitation TJMAXX Employee and Marshalls)Employer are aware that in certain circumstances courts have refused to enforce certain agreements not to compete. Therefore, Burlington Stores, Gabe’s/Rugged Wearhousein furtherance of, and Xxxx Stores.not in derogation of the provisions of Paragraph 4, Employer and Employee agree that in the event a court should decline to enforce the provisions of Paragraph 4, that Paragraph 4 shall be deemed to be modified or reformed to restrict Employee's competition with Employer or its

Covenant Not to Compete. Employee (a) Executive acknowledges that the services he is to render to the Company are of a special and unusual character, with a unique value to the Company, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Companies of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as herein above set forth, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated herein and any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees that Company has invested a great deal of time during the Employment Term and money in developing relationships with its employees, customers, and during the “Merchandise VendorsNon-Competition Period,” (as defined below, Executive shall not, directly or indirectly, enter into the employment of, tender consulting or other services to, acquire any interest in (whether for Executive’s own account as an individual proprietor, or as a partner, associate, stockholder, officer, director, trustee or otherwise), or otherwise participate in any business that competes, directly or indirectly, with any of the Companies (i) in the same lines of business in the business process outsourcing industry that the Companies are engaged in at the time Executive’s employment is terminated, or if Executive is an employee of any of the Companies, at the time Executive is accused of being in competition with any of the Companies pursuant to this Section 9; (ii) in the provision of the business processes provided by the Companies at the time Executive’s employment is terminated, or if Executive is an employee of any of the Companies, at the time Executive is accused of being in competition with any of the Companies pursuant to this Section 9; (iii) in the provision of business processes that any of the Companies have taken substantial steps to provide to customers at the time Executive’s employment is terminated, or if Executive is an employee of any of the Companies, at the time Executive is accused of being in competition with any of the Companies pursuant to this Section 9; or (iv) in the provision of business processes that any of the Companies are in the process of marketing to existing or potential clients that any of the Companies are taking measures to retain as clients of the Companies, at the time Executive’s employment is terminated, or if Executive is an employee of any of the Companies, at the time Executive is accused of being in competition with any of the Companies pursuant to this Section 9, during the Employment Term. Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, Executive and the Company’s “Merchandise Vendors,” Company acknowledge that clauses (ii), (iii) and (iv) in the immediately preceding sentence shall not be deemed or interpreted to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, narrow or to use to Company’s disadvantageotherwise limit the scope of clause (i) of such sentence. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of Notwithstanding the foregoing, Employee agrees that he/she will notin the event Executive voluntarily terminates employment other than for Good Reason, at any point during his/her employment with Company, work for or engage or participate Executive shall be restricted from engaging in any business, enterprise, or endeavor that in any way competes with any aspect business processing outsourcing business for one year from the Date of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any CompetitorTermination. For purposes of this Section 49, the term “CompetitorNon-Competition Period” shall mean only be the one year period following businessesExecutive’s termination of employment for any reason; provided that, commonly known as: Catonotwithstanding the above, TJX (including without limitation TJMAXX if Executive’s employment is terminated at the end of the Employment Term following the Company’s giving Executive a notice of its desire not to extend the Employment Term in accordance with Section 2, the Non-Competition Period, and Marshallsthis Section 9(a), Burlington Storesshall not apply following such termination of employment, Gabe’s/Rugged Wearhouseunless, and Xxxx Storesin the sole discretion of the Company, the Company continues to pay Executive the Base Salary in effect at the time of termination for one year following termination.

Covenant Not to Compete. Employee acknowledges and Executive agrees that Company has invested a great deal of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one twelve (112) year following months from the Separation Datedate when the Lump Sum Payment is made to the Executive under this Agreement, and regardless he shall not (i) become employed or retained by, directly or indirectly, any bank or other regulated financial services institution with an office or operating branch in any county in New Jersey within which TRCB or any other then existing subsidiary of the reason for separationTRB maintains an office or branch, Employee shall notor (ii) solicit, within entice or induce any geographic area in which Company does business person who, at any time during Employee’s employment the one year period through such date was, or at any time during the period of twelve (12) months from the date when the Lump Sum Payment is made is, either an employee of Employer in a senior managerial, operational or lending capacity, or a highly skilled employee with Company: (a) access to and responsibility for any confidential information, to become employed or engaged by Executive or work any person, firm, company or association in which Executive has an interest; approach any such person for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Companysuch purpose; or (b) perform authorize or provide knowingly approve the taking of such actions by any services which other person or entity. Executive acknowledges that the terms and conditions of this restrictive covenant are reasonable and necessary to protect TRB, its subsidiaries, and its affiliates, and that Employer’s tender of performance under this Agreement, including the same as or substantially similar Lump Sum Payment, is fair, adequate and valid consideration in exchange for his promises under this Section 15 of this Agreement. Executive further acknowledges that his knowledge, skills and abilities are sufficient to any of permit him to earn a satisfactory livelihood without violating the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes provisions of this Section 415. Executive agrees that, should Employer reasonably conclude that Executive has failed to fully comply with all of the term “Competitor” shall mean only the following businessesterms of this Section 15, commonly known as: Cato, TJX (including without limitation TJMAXX Employer may apply to a court of competent jurisdiction for such equitable relief as Employer believes to be necessary and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouseeffective, and Xxxx Storesmay pursue a claim against Executive for damages. Executive further agrees that Executive shall reimburse Employer for all legal fees incurred by Employer in (i) applying for and securing such equitable relief as is granted under the preceding sentence, and (ii) asserting and pursuing a claim for damages under the preceding sentence which is adjudicated wholly or partially in favor of Employer.

Covenant Not to Compete. Employee acknowledges and agrees that Company has invested a great deal Intel shall not be required to agree to any covenants including without limitation any covenant not to compete or any covenant not to solicit any of time and money in developing relationships with its employees, the customers, employees or suppliers of any party to the Transaction. Furthermore, notwithstanding the foregoing, the obligation of Orbotech to sell its shares (the “OrbotechTransaction”) pursuant to this Article 29B shall be subject to the condition that the only representations, warranties or indemnities that Orbotech shall be required to make in connection with the Orbotech Transaction are representations, warranties and “Merchandise Vendors” indemnities concerning (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, i) legal ownership of the Company’s employeessecurities to be sold by Orbotech (the “Orbotech Securities”), and (ii) the corporate authority of Orbotech to convey title to the Orbotech Securities, and the Company’s ability to do so free and clear of liens, encumbrances or adverse claims (the “Merchandise Vendors,” Orbotech Required Obligations”). The Orbotech Required Obligations shall be in the same form as those to which Employee would not have access if not for Employee’s employment with be given by each of the other shareholders of the Company and which it would shall be unfair given by Orbotech on a several (but not joint) basis only. 29C. STAND STILL Notwithstanding anything to disclose to othersthe contrary in these Articles, any issuance of securities by the Company, and any sale, transfer, pledge, encumbrance or other disposal of any of the securities of the Company (by the Company or any shareholder), or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light any other action (including repurchase of any shares of the foregoingCompany by the Company or by any subsidiary thereof), Employee agrees that he/she will not, at other than any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separation, Employee shall not, within any geographic area action in which Company does business at any time during Employee’s employment with Company: the provisions of Article 29B (aBring Along) become employed by or work for shall apply, which results in a “Competitor” Strategic Investor (as defined below) in any position whether or capacity involving duties and/or responsibilities which are the same as or substantially similar to any not a shareholder of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, holding (together with affiliates, Permitted Transferees, or other parties acting in concert with it) more than 20% of the voting rights in the Company, is prohibited unless approved in writing in advance by the Majority Preferred Shareholders (excluding, for the purposes of such majority, any Strategic Investors and their affiliates and Permitted Transferees or other parties acting in concert with them) and on behalf terms and conditions approved by them. Any of any Competitorthe transactions set forth in the forgoing sentence not so approved shall be null and void and shall not be registered in the Company’s Shareholders Register. For purposes of this Section 4, the term purpose hereof a “CompetitorStrategic Investor” shall mean only a corporation or other business entity whose business is related to the following businessesCompany’s business and who is likely to have a business or technologic interest in the Company’s business, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Stores.as distinguished from an interest for the sole purpose of a financial investment. CALLS

Covenant Not to Compete. Employee (a) Executive acknowledges that the services he is to render to the Company are of a special and unusual character, with a unique value to the Company, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Companies of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as herein above set forth, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated herein and any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees that Company has invested a great deal of time during the Employment Term and money in developing relationships with its employees, customers, and during the “Merchandise VendorsNon-Competition Period,” (as defined below, Executive shall not, directly or indirectly, enter into the employment of, tender consulting or other services to, acquire any interest in (whether for Executive’s own account as an individual proprietor, or as a partner, associate, stockholder, officer, director, trustee or otherwise), or otherwise participate in any business that competes, directly or indirectly, with any of the Companies (i) in the same lines of business in the business process outsourcing industry that the Companies are engaged in at the time Executive’s employment is terminated, or if Executive is an employee of any of the Companies, at the time Executive is accused of being in competition with any of the Companies pursuant to this Section 9; (ii) in the provision of the business process outsourcing services provided by the Companies at the time Executive’s employment is terminated, or if Executive is an employee of any of the Companies, at the time Executive is accused of being in competition with any of the Companies pursuant to this Section 9; (iii) in the provision of business process outsourcing services that any of the Companies have taken substantial steps to provide to customers at the time Executive’s employment is terminated, or if Executive is an employee of any of the Companies, at the time Executive is accused of being in competition with any of the Companies pursuant to this Section 9; or (iv) in the provision of business process outsourcing services that any of the Companies are in the process of marketing to existing or potential clients that any of the Companies are taking measures to retain as clients of the Companies, at the time Executive’s employment is terminated, or if Executive is an employee of any of the Companies, at the time Executive is accused of being in competition with any of the Companies pursuant to this Section 9, during the Employment Term. Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, Executive and the Company’s “Merchandise Vendors,” Company acknowledge that clauses (ii), (iii) and (iv) in the immediately preceding sentence shall not be deemed or interpreted to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, narrow or to use to Company’s disadvantageotherwise limit the scope of clause (i) of such sentence. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of Notwithstanding the foregoing, Employee agrees that he/she will notin the event Executive voluntarily terminates employment other than with Good Reason, at any point during his/her employment with Company, work for or engage or participate Executive shall be restricted from engaging in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, process outsourcing business for a period of one (1) year following from the Separation Termination Date, and regardless of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes of this Section 49, the term “CompetitorNon-Competition Period” shall mean only be the one year period following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storesthe Termination Date.

Covenant Not to Compete. Employee acknowledges and Executive agrees that Company has invested a great deal of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one twelve (112) year following months from the Separation Datedate when the Lump Sum Payment is made to the Executive under this Agreement, and regardless he shall not (i) become employed or retained by, directly or indirectly, any bank or other regulated financial services institution with an office or operating branch in any county in New Jersey within which TRCB or any other then existing subsidiary of the reason for separationTRB maintains an office or branch, Employee shall notor (ii) solicit, within entice or induce any geographic area in which Company does business person who, at any time during Employee’s employment the one year period through such date was, or at any time during the period of twelve (12) months from the date when the Lump Sum Payment is made is, either an employee of Employer in a senior managerial, operational or lending capacity, or a highly skilled employee with Company: (a) access to and responsibility for any confidential information, to become employed or engaged by Executive or work any person, firm, company or association in which Executive has an interest; approach any such person for any such purpose; or authorize or knowingly approve the taking of such actions by any other person or entity. Executive acknowledges that the terms and conditions of this restrictive covenant are reasonable and necessary to protect TRB, its subsidiaries, and its affiliates, and that Employer’s tender of performance under this Agreement, including the Lump Sum Payment, is fair, adequate and valid consideration in exchange for his promises under this Paragraph 15 of this Agreement. Executive further acknowledges that his knowledge, skills and abilities are sufficient to permit him to earn a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are satisfactory livelihood without violating the same as or substantially similar provisions of this Paragraph 15. Executive agrees that, should Employer reasonably conclude that Executive has failed to any fully comply with all of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes terms of this Section 415, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX Employer may apply to a court of competent jurisdiction for such equitable relief as Employer believes to be necessary and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouseeffective, and Xxxx Storesmay pursue a claim against Executive for damages. Executive further agrees that Executive shall reimburse Employer for all legal fees incurred by Employer in (i) applying for and securing such equitable relief as is granted under the preceding sentence, and (ii) asserting and pursuing a claim for damages under the preceding sentence which is adjudicated wholly or partially in favor of Employer.

Covenant Not to Compete. Employee acknowledges and agrees that Company has invested a great deal of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Rxxx Stores.

Covenant Not to Compete. Employee expressly acknowledges that (i) the Company is and agrees that Company has invested a great deal will be engaged in the business of time and money in developing relationships with its employeesproviding pharmacy benefit management services, customershealthcare transaction processing services, and “Merchandise Vendors” information technology solutions to the pharmaceutical industry, including without limitation: (as defined belowx) pharmacy benefit services and analytics software and related ASP services, including claims processing, pharmacy networks, data warehousing and information analysis, rebate contracting and formulary management, clinical initiatives, mail order pharmacy services, and consumer web services; (y) pharmacy practice management and point of sale(POS) systems for retail pharmacy (independents and chains). ; institutional/nursing home pharmacy, and high-volume mail order pharmacy; and (z) specialty pharmacy products and services; (ii) Employee further acknowledges is one of a limited number of persons who has extensive knowledge and agrees that expertise relevant to the businesses of the Company; (iii) Employee’s performance of his services for the Company hereunder will afford Employee full and complete access to and cause Employee to become highly knowledgeable about the Company’s Confidential and Proprietary Information; (iv) the agreements and covenants contained in rendering services this section 4.6 are essential to protect the business and goodwill of the Company, because, if Employee enters into any activities competitive with the businesses of the Company, Employee has been, will be and cause substantial harm to the Company; (v) Employee will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, largest customers; (vi) the business territory of the Company at the time this Agreement was entered into constitutes the United States and Canada (the “Business Territory”); and (vii) Employee’s covenants to the Company set forth in this section 4.6 are being made in consideration of the Company’s “Merchandise Vendors,” willingness to which employ him. Accordingly, Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and hereby agrees that during the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separationRestricted Period, Employee shall not, within the Business Territory, directly or indirectly own any geographic area interest in, invest in, lend to, borrow from, manage, control, participate in, consult with, become employed by, render services to, or in any other manner whatsoever engage in any business which is competitive with any business actively being engaged in by the Company does business at any time during or actively (and demonstrably) being considered by the Company for entry into on the date of the termination of Employee’s employment with the Company: (a) become employed by or work for a “Competitor” (as defined below) . The preceding to the contrary notwithstanding, Employee shall be free to make investments in the publicly traded securities of any position or capacity involving duties and/or responsibilities which are the same as or substantially similar corporation, provided that such investments do not amount to any more than 1% of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf outstanding securities of any Competitor. For purposes class of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storessuch corporation.

Covenant Not to Compete. Employee acknowledges Huizxxxx xxxeby covenants and agrees that Company has invested for a great deal period of time five (5) years from and money after the Closing Date, he will not, except as permitted below or with the express written consent of Purchasers, directly or indirectly engage, participate or invest in developing relationships with its employeesor assist, customersas owner, and “Merchandise Vendors” part-owner, shareholder, partner, director, trustee, independent contractor, agent or consultant, or in any other capacity, in any business organization engaged in the business (as defined below)a "Competitive Business") of staging or promoting motorsports events or operating a motorsport facility in any State where ISC or PMI or any of their affiliate operates a motorsports facility or shall commence to operate a motorsports facility after the Closing Date; provided, however, that the foregoing restrictions shall not restrict Huizxxxx'x xxxticipation in any competitive enterprise the shares of which are publically traded through NASDAQ or on a national securities exchange. Employee further acknowledges Huizxxxx xxxenants and agrees that for a period of five (5) years from the Closing Date, he will not, without the express written consent of Purchasers, hire, or attempt to hire for employment, in rendering services to any business venture, any person who was an employee of the Company on the date of termination of such employee's employment by the Company, Employee has beenor within the two (2) year period immediately preceeding such date, will be and will continue or attempt to be exposed influence any such person to and learn much information about Company’s businessterminate such employment; or in any other manner interfere with, including valuable Confidential Information and Trade Secretsdisrupt or attempt to disrupt the relationship, contractual or otherwise, between the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to othersany of its customers, suppliers or to use to Company’s disadvantageemployees. Employee acknowledges In making this undertaking Huizxxxx xxxerstands and agrees that it is of the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate essence of this Agreement and that his willingness to make and carry out this covenant not to compete with the restrictions Company for the aforementioned period stated therein has induced Purchaser to enter into this Agreement. Without prejudice to the right of Purchaser or the Company to seek an award for damages for any breach of this covenant by Huizxxxx, xxis covenant shall be specifically enforceable by way of injunctive relief without the requirement of posting a bond, which requirement is specifically waived by Huizxxxx. Xt is the express opinion and intention of the parties hereto that they shall be bound by the provisions of said covenant not to compete and the parties hereto each agree that said covenant is reasonable and appropriate in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoingtransaction set forth herein, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, consideration being paid therefor and regardless of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes purpose of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx StoresAgreement.

Covenant Not to Compete. Employee acknowledges In consideration of the numerous mutual promises contained in the Agreement between Employer and agrees that Company has invested a great deal of time the Employee, including, without limitation, those involving access to Trade Secrets and money in developing relationships with its employees, customersconfidential information and training, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services order to Company, Employee has been, will be and will continue to be exposed to and learn much information about Companyprotect Employer’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, Secrets and the Company’s “Merchandise Vendors,” confidential information and to reduce the likelihood of irreparable damage which Employee would not have access if not for Employee’s employment with Company and which it would be unfair occur in the event such information is provided to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light used by a competitor of the foregoingEmployer, Employee agrees that he/she during his employment and for an additional period of twelve (12) months immediately following the earliest to occur of (i) the date of voluntary or involuntary termination of his employment for any reason whatsoever, (ii) the date he is notified of the termination of this Agreement pursuant to Section 5(b), or (iii) the date either party provides written notification of its intent not to renew this Agreement pursuant to Section 7. Employee will not, at without the prior written consent of Employer (which consent may be withheld in its sole discretion), enter the employ of any point during his/her employment person or entity, either directly or indirectly either as principal, agent, representative, shareholder (except owning publicly traded stock for investment purposes only in which Employee owns less than 5%) consultant, officer, business partner, associate, Employee or otherwise, with Companya place of business in the United States of America, work which sells or offers to sell services and/or products which compete directly with the services and/or products offered or to be offered for or engage or participate in any businesssale by Employer. Employee hereby acknowledges that the geographic boundaries, enterprise, or endeavor that in any way competes with any aspect scope of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following prohibited activities and the Separation Date, and regardless time duration of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes provisions of this Section 4 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Employer. The Employer and Employee agree and stipulate that the agreements and covenants not to compete contained in Paragraph 4 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Employee and Employer; however, Employee and Employer are aware that in certain circumstances courts have refused to enforce certain provisions of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of Paragraph 4, Employer and Employee agree that in the term “Competitor” event a court should decline to enforce the provisions of Paragraph 4, that Paragraph 4 shall mean only be deemed to be modified or reformed to restrict Employee's competition with Employer or its affiliates to the following businessesmaximum extent, commonly known as: Catoas to time, TJX (including without limitation TJMAXX geography and Marshalls)business scope, Burlington Storeswhich the court shall find enforceable; provided, Gabe’s/Rugged Wearhousehowever, and Xxxx Storesin no event shall the provisions of Paragraph 4 be deemed to be more restrictive to Employee than those contained herein.

Covenant Not to Compete. Employee acknowledges does hereby covenant and agrees represent that Company has invested a great deal for the period of time Employee is employed with the Company and money in developing relationships with its employees, customers, affiliated corporations and “Merchandise Vendors” for a period of two (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, 2) years commencing upon the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for termination of Employee’s 's employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges its affiliated corporations and agrees that within the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light borders of the foregoingUnited States of America, Employee agrees that he/she will not, at any point during his/directly or indirectly, on her employment with Company, work for own account or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitorother firm, partnership, corporation or other entity, conduct, engage in, be connected with, have an interest in or aid or assist in conducting or operating a business which is competitive to the business conducted by Company or its affiliated corporations during Employee's employment with Company and its affiliated corporations. For purposes The parties hereto stipulate and agree that the area and time period set forth above are necessary and reasonable, and that this covenant shall not terminate upon termination of this Section 4Agreement, but shall continue in full force and effect during the term “Competitor” shall mean only period of time Employee is employed with the following businessesCompany and its affiliated corporations and for a period of two (2) years after such employment is terminated. Employee recognizes that her services are special, commonly known as: Cato, TJX (including without limitation TJMAXX unique and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouseextraordinary, and Xxxx Storesthat in the event of a violation the Company could not be adequately compensated with legal remedies. Accordingly, Employee agrees that this covenant may be enforced by specific performance or any available legal or equitable remedy, including, but not limited to temporary restraining order or preliminary and permanent injunctions, and the Company and its affiliated corporations shall be entitled to recover from Employee all court costs and reasonable attorney's fees incurred in enforcing this covenant and vice versa. The remedies hereunder shall not be exclusive of each other, but shall be cumulative.

Covenant Not to Compete. Employee Executive expressly acknowledges that (i) the Company is and agrees that Company has invested a great deal will be engaged in the business of time providing healthcare transaction processing services and money in developing relationships with its employeesinformation technology solutions to the pharmaceutical industry, customersincluding without limitation: (x) pharmacy benefits services and analytics software and related ASP services, including claims processing, pharmacy networks, data warehousing and information analysis, rebate contracting and formulary management, clinical initiatives, and “Merchandise Vendors” consumer web services; and (as defined belowy) pharmacy practice management and point of sale (POS) systems for retail pharmacy (independents and chains). Employee further acknowledges , institutional/nursing home pharmacy, and agrees that high-volume mail order pharmacy; (ii) Executive is one of a limited number of persons who has extensive knowledge and expertise relevant to the businesses of the Company; (iii) Executive’s performance of his services for the Company hereunder will afford Executive full and complete access to and cause Executive to become highly knowledgeable about the Company’s Confidential and Proprietary Information; (iv) the agreements and covenants contained in rendering services this Section 4.6 are essential to protect the business and goodwill of the Company, Employee has beenbecause, if Executive enters into any activities competitive with the businesses of the Company, Executive will be and cause substantial harm to the Company; (v) Executive will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, largest customers; (vi) the business territory of the Company at the time this Agreement was entered into constitutes the United States and Canada (“Business Territory”); and (vii) Executive’s covenants to the Company set forth in this Section 4.6 are being made in consideration of the Company’s “Merchandise Vendors,” willingness to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to othersemploy him. Accordingly, or to use to Company’s disadvantage. Employee acknowledges and Executive hereby agrees that during the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade SecretsRestricted Period, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separation, Employee Executive shall not, within the Business Territory, directly or indirectly own any geographic area interest in, invest in, lend to, borrow from, manage, control, participate in, consult with, become employed by, render services to, or in any other manner whatsoever engage in, any business which is competitive with any business actively being engaged in by the Company does business at any time during Employeeor actively (and demonstrably) being considered by the Company for entry into on the date of the termination of Executive’s employment with the Company: (a) become employed by or work for a “Competitor” (as defined below) . The preceding to the contrary notwithstanding, Executive shall be free to make investments in the publicly traded securities of any position or capacity involving duties and/or responsibilities which are the same as or substantially similar corporation, provided that such investments do not amount to any more than 1% of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf outstanding securities of any Competitor. For purposes class of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storessuch corporation.

Covenant Not to Compete. Employee (a) Seller agrees that, after the Closing, Buyer shall be entitled to the goodwill and going concern value of the Mammography Intellectual Property and to protect and preserve the same to the maximum extent permitted by law. Seller also acknowledges that its and its subsidiaries respective contributions to the Mammography Intellectual Property have been uniquely valuable and involve proprietary information that would be competitively unfair to make available to any competitor of the Mammography Business. For these and other reasons and as an inducement to Buyer to enter into this Agreement, Seller, on behalf of itself and its subsidiaries, agrees that Company has invested a great deal of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year five years following the Separation DateClosing Date neither Seller nor the subsidiaries will, and regardless directly or indirectly, for its own benefit or as agent for another, carry on or participate in the ownership, management or control of, or the financing of, or be employed by, or consult for or otherwise render services to, or allow its name or reputation to be used in or by any other present or future business enterprise that competes with Buyer for so long as Buyer or any person entitled to or acquiring ownership of the reason for separationgoodwill of the Mammography Intellectual Property through Buyer carries on a like business therein, Employee but in no event more than the said five-year period; provided however that the foregoing covenants shall notnot prohibit, within any geographic area in which Company does business at any time during Employee’s employment with Companyor be interpreted as prohibiting, Seller or the subsidiaries from: (ai) become employed continuing anywhere in the world in any type of business conducted by the Seller or work the subsidiaries on the date hereof, which is not competitive with the business of the Buyer; (ii) entering into any relationship with a person not owned, managed, operated or controlled by Seller or the subsidiaries for a “Competitor” purposes unrelated to the Mammography Business; and (iii) making equity investments in publicly owned companies which may compete with the business of the Buyer, provided such investments do not exceed 5% of the voting securities or otherwise confer control of any such competitive business upon the Seller or the subsidiaries. Notwithstanding the foregoing, nothing herein shall limit the ability of the Seller or its subsidiaries to sell Consumables as defined belowon Schedule 9.3(a) in exclusively for use with any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx StoresMammoTest Product.

Covenant Not to Compete. Employee Executive expressly acknowledges that (i) the Company is and agrees that Company has invested a great deal will be engaged in the business of time providing pharmacy benefit management services and money in developing relationships with its employeeshealthcare transaction processing services and information technology solutions to the pharmaceutical industry, customersincluding without limitation: (x) pharmacy benefits services and analytics software and related ASP services, including claims processing, pharmacy networks, data warehousing and information analysis, rebate contracting and formulary management, clinical initiatives, mail order pharmacy services, specialty pharmacy services, and “Merchandise Vendors” consumer web services; (as defined belowy) pharmacy practice management and point of sale (POS) systems for retail pharmacy (independents and chains). Employee further acknowledges , institutional/nursing home pharmacy, and agrees that high-volume mail order pharmacy; and (z) specialty pharmacy products and services; (ii) Executive is one of a limited number of persons who has extensive knowledge and expertise relevant to the businesses of the Company; (iii) Executive’s performance of his services for the Company hereunder will afford Executive full and complete access to and cause Executive to become highly knowledgeable about the Company’s Confidential and Proprietary Information; (iv) the agreements and covenants contained in rendering services this section 4.6 are essential to protect the business and goodwill of the Company, Employee has beenbecause, if Executive enters into any activities competitive with the businesses of the Company, Executive will be and cause substantial harm to the Company; (v) Executive will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, largest customers; (vi) the business territory of the Company at the time this Agreement was entered into constitutes the United States and Canada (“Business Territory”); and (vii) Executive’s covenants to the Company set forth in this section 4.6 are being made in consideration of the Company’s “Merchandise Vendors,” willingness to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to othersemploy him. Accordingly, or to use to Company’s disadvantage. Employee acknowledges and Executive hereby agrees that during the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade SecretsRestricted Period, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separation, Employee Executive shall not, within the Business Territory, directly or indirectly own any geographic area interest in, invest in, lend to, borrow from, manage, control, participate in, consult with, become employed by, render services to, or in any other manner whatsoever engage in, any business which is competitive with any business actively being engaged in by the Company does business at any time during Employeeor actively (and demonstrably) being considered by the Company for entry into on the date of the termination of Executive’s employment with the Company: (a) become employed by or work for a “Competitor” (as defined below) . The preceding to the contrary notwithstanding, Executive shall be free to make investments in the publicly traded securities of any position or capacity involving duties and/or responsibilities which are the same as or substantially similar corporation, provided that such investments do not amount to any more than 1% of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf outstanding securities of any Competitor. For purposes class of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storessuch corporation.

Covenant Not to Compete. Employee acknowledges In consideration of the numerous mutual promises contained in the Agreement between Employer and agrees that Company has invested a great deal of time the Employee, including, without limitation, those involving access to Trade Secrets and money in developing relationships with its employees, customersconfidential information and training, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services order to Company, Employee has been, will be and will continue to be exposed to and learn much information about Companyprotect Employer’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, Secrets and the Company’s “Merchandise Vendors,” confidential information and to reduce the likelihood of irreparable damage which Employee would not have access if not for Employee’s employment with Company and which it would be unfair occur in the event such information is provided to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light used by a competitor of the foregoingEmployer, Employee agrees that he/she during his employment and for an additional period of twelve (12) months immediately following the voluntary or involuntary termination of his employment for any reason whatsoever (the “Non-Competition Term”), Employee will not, at without the prior written consent of Employer (which consent may be withheld in its sole discretion), enter the employ of any point during his/her employment person or entity, either directly or indirectly either as principal, agent, representative, shareholder (except owning publicly traded stock for investment purposes only in which Employee owns less than 5%) consultant, officer, business partner, associate, Employee or otherwise, with Companya place of business in the United States of America, work which sells or offers to sell services and/or products which compete directly with the services and/or products offered or to be offered for or engage or participate in any businesssale by Employer. Employee hereby acknowledges that the geographic boundaries, enterprise, or endeavor that in any way competes with any aspect scope of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following prohibited activities and the Separation Date, and regardless time duration of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes provisions of this Section 4 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Employer. The Employer and Employee agree and stipulate that the agreements and covenants not to compete contained in Paragraph 4 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Employee and Employer; however, Employee and Employer are aware that in certain circumstances courts have refused to enforce certain provisions of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of Paragraph 4, Employer and Employee agree that in the term “Competitor” event a court should decline to enforce the provisions of Paragraph 4, that Paragraph 4 shall mean only be deemed to be modified or reformed to restrict Employee’s competition with Employer or its affiliates to the following businessesmaximum extent, commonly known as: Catoas to time, TJX (including without limitation TJMAXX geography and Marshalls)business scope, Burlington Storeswhich the court shall find enforceable; provided, Gabe’s/Rugged Wearhousehowever, and Xxxx Storesin no event shall the provisions of Paragraph 4 be deemed to be more restrictive to Employee than those contained herein.

Covenant Not to Compete. Employee expressly acknowledges that (i) the Company is and agrees that Company has invested a great deal will be engaged in the business of time and money in developing relationships with its employeesproviding pharmacy benefit management services, customershealthcare transaction processing services, and “Merchandise Vendors” information technology solutions to the pharmaceutical industry, including without limitation: (as defined belowx) pharmacy benefit services and analytics software and related ASP services, including claims processing, pharmacy networks, data warehousing and information analysis, rebate contracting and formulary management, clinical initiatives, mail order pharmacy services, and consumer web services; (y) pharmacy practice management and point of sale (POS) systems for retail pharmacy (independents and chains). , institutional/nursing home pharmacy, and high-volume mail order pharmacy; and (z) specialty pharmacy products and services; (ii) Employee further acknowledges is one of a limited number of persons who has extensive knowledge and agrees that expertise relevant to the businesses of the Company; (iii) Employee’s performance of his services for the Company hereunder will afford Employee full and complete access to and cause Employee to become highly knowledgeable about the Company’s Confidential and Proprietary Information; (iv) the agreements and covenants contained in rendering services this section 4.6 are essential to protect the business and goodwill of the Company, because, if Employee enters into any activities competitive with the business of the Company, Employee has been, will be and cause substantial harm to the Company; (v) Employee will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, largest customers; (vi) the business territory of the Company at the time this Agreement was entered into constitutes the United States and Canada (“Business Territory”); and (vii) Employee’s covenants to the Company set forth in this section 4.6 are being made in consideration of the Company’s “Merchandise Vendors,” willingness to which employ him. Accordingly, Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and herby agrees that during the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separationRestricted Period, Employee shall not, within the Business Territory, directly or indirectly own any geographic area interest in, invest in, lend to, borrow from, manage, control, participate in, consult with, become employed by, render services to, or in any other manner whatsoever engage in any business which is competitive with any business actively being engaged in by the Company does business at any time during or actively (and demonstrably) being considered by the Company for entry into on the date of the termination of Employee’s employment with the Company: (a) become employed by or work for a “Competitor” (as defined below) . The preceding to the contrary notwithstanding, Employee shall be free to make investments in the publicly traded securities of any position or capacity involving duties and/or responsibilities which are the same as or substantially similar corporation, provided that such investments do not amount to any more than 1% of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf outstanding securities of any Competitor. For purposes class of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storessuch corporation.

Covenant Not to Compete. Employee acknowledges and Seller agrees that Company has invested a great deal of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one ----------------------- five (15) year following years (the Separation "Non-Compete Period") from and after the Closing Date, and regardless Seller will not engage directly or indirectly, whether as a stockholder, partner, member, joint venturer, advisor, consultant or independent contractor, in the traditional mail order pharmacy business, specialty mail order pharmacy business, or retail pharmacy network business anywhere in the United States or induce or attempt to induce any person or entity that is a customer or supplier of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) Buyer in any position of such businesses or capacity involving duties and/or responsibilities which are the same as or substantially similar otherwise a contracting party with any Buyer with respect to any of such businesses to terminate any written or oral agreement or understanding with such Buyer with respect to such businesses or otherwise modify its relationship with such Buyer with respect to such businesses in a manner adverse to such Buyer; provided, however, that (i) -------- ------- nothing contained in this Section 7.3 shall restrict the duties sale by Seller of medication management products and/or responsibilities Employee had with and/or performed services to physicians, patients, or managed care providers or payors (other than the sale of traditional mail order pharmacy services, specialty mail order pharmacy services or retail pharmacy network services to third-party payors, which Seller shall be prohibited from doing for Company; or the Non-Compete Period), including via the Internet, and (bii) perform or provide no owner of less than 1% of the outstanding stock of any services which are the same as or substantially similar publicly traded corporation shall be deemed to engage solely by reason thereof in any of such corporation's businesses. During the services which Noncompete Period, Seller shall not induce or attempt to induce any Rehired Employee performed to leave their employ, or provided for otherwise solicit the Company, for or on behalf employment of any CompetitorRehired Employee. For purposes If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 47.3 is invalid or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term “Competitor” shall mean only or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouseintention of the invalid or unenforceable term or provision, and Xxxx Storesthis Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

Covenant Not to Compete. Employee acknowledges and Executive agrees that Company has invested a great deal of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one twelve (112) year following months from the Separation Datedate when the Lump Sum Payment is made to the Executive under this Agreement, and regardless he shall not (i) become employed or retained by, directly or indirectly, any bank or other regulated financial services institution with an office or operating branch in any county in New Jersey within which TRCB or any other then existing subsidiary of the reason for separationCPB maintains an office or branch, Employee shall notor (ii) solicit, within entice or induce any geographic area in which Company does business person who, at any time during Employee’s employment the one year period through such date was, or at any time during the period of twelve (12) months from the date when the Lump Sum Payment is made is, either an employee of Employer in a senior managerial, operational or lending capacity, or a highly skilled employee with Company: (a) access to and responsibility for any confidential information, to become employed or engaged by Executive or work any person, firm, company or association in which Executive has an interest; approach any such person for any such purpose; or authorize or knowingly approve the taking of such actions by any other person or entity. Executive acknowledges that the terms and conditions of this restrictive covenant are reasonable and necessary to protect CPB, its subsidiaries, and its affiliates, and that Employer’s tender of performance under this Agreement is fair, adequate and valid consideration in exchange for his promises under this Paragraph 15 of this Agreement. Executive further acknowledges that his knowledge, skills and abilities are sufficient to permit him to earn a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are satisfactory livelihood without violating the same as or substantially similar provisions of this Paragraph 15. Executive agrees that, should Employer reasonably conclude that Executive has failed to any fully comply with all of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes terms of this Section 415, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX Employer may apply to a court of competent jurisdiction for such equitable relief as Employer believes to be necessary and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouseeffective, and Xxxx Storesmay pursue a claim against Executive for damages. Executive further agrees that Executive shall reimburse Employer for all legal fees incurred by Employer in (i) applying for and securing such equitable relief as is granted under the preceding sentence, and (ii) asserting and pursuing a claim for damages under the preceding sentence which is adjudicated wholly or partially in favor of Employer.

Covenant Not to Compete. Employee acknowledges and agrees that Company has invested a great deal of time and money in developing relationships with its employees, customersAs additional consideration to CNB for entering this Agreement, and “Merchandise Vendors” (as defined for granting the severance benefits described in Section 8 below). Employee further acknowledges and agrees , which are a new benefit, Officer covenants that in rendering services to Companyhe shall not compete against CNB, Employee has beenits parent, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to othersaffiliates, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate subsidiaries, either directly or indirectly, by taking employment, gratuitously assisting or serving as an independent contractor, consultant, partner, director, or officer with a competitor of CNB, or starting his own business interests in its Trade Secretswhich would compete directly or indirectly with CNB, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement or have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate a material interest in any business, enterprisecorporation, partnership, LLC, savings and loan, bank, financial institution, brokerage, or endeavor that other venture which competes directly or indirectly with CNB (except for holdings of no greater than 1% of the total outstanding shares in any way competes with any aspect a publicly-traded company) while he is employed by CNB and until the expiration of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Datedate on which Officer is last employed by CNB. For the purpose of defining and enforcing this covenant, and regardless of CNB’s competitors will be identified at the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s the Officer terminates employment with Company: (a) become employed by CNB. This determination shall be based on CNB’s market area and CNB’s plans for expansion or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are acquisition into other market areas at the same as or substantially similar to any of time the duties and/or responsibilities Employee had Officer terminates employment with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any CompetitorCNB. For purposes of the foregoing sentence, the market area shall be considered to be the twenty-five (25)-mile radius of any location, branch, or division of CNB, its parent, affiliates, or subsidiaries. The Parties further agree that Officer’s covenant not to compete shall apply in the event of his regular retirement or voluntary termination of his employment hereunder. Officer agrees in this regard that the security provided by this Agreement is adequate consideration for his covenant not to compete. Officer agrees that the relevant public policy and legal aspects of covenants not to compete have been discussed with him and that every effort has been made to limit the restrictions placed upon Officer to those that are reasonable and necessary to protect CNB’s legitimate interests. Officer acknowledges that, based upon his education, experience, and training, the non-compete and non-solicitation provisions of this Section 47 will not prevent Officer from earning a livelihood and supporting Officer and his family during the relevant time period. The existence of a claim, charge, or cause of action by Officer against CNB or any of its affiliates shall not constitute a defense to the enforcement by CNB of the foregoing restrictive covenants, but such claim, charge, or cause of action shall be litigated separately. If any restriction set forth in this Section 7 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, the term “Competitor” shall mean court is hereby expressly authorized to modify this Agreement or to interpret this Agreement to extend only over the following businessesmaximum period of time, commonly known as: Catorange of activities, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storesor geographic areas as to which it may be enforceable.

Covenant Not to Compete. Employee acknowledges The Corporation and agrees the Consultant acknowledge and agree that Company has invested as a great deal former executive officer of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secretsthe Trust, the CompanyConsultant has knowledge and experience in the business of the Trust and that the limitations on the Consultant’s employees, activities and the Companypayments described in this Section 7 are reasonable and appropriate. The Consultant shall not, 3 either during the Term or during the period of two years from the time the Consultant’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in services under this Agreement are necessary and reasonable terminated for any reason, engage in any business activities on behalf of any enterprise which competes with the Corporation in the business of the passive ownership of senior housing or health care facilities, or passive investing in or lending to protect Company’s legitimate senior housing or health care-related enterprises, including, without limitation, medical office buildings, hospitals of any kind, independent living facilities, assisted living facilities, skilled nursing facilities, inpatient rehabilitation facilities, ambulatory surgery centers, active adult projects or any similar types of facilities or projects. The Consultant will be deemed to be engaged in such competitive business interests activities if he participates in its Trade Secretssuch a business enterprise as an employee, valuable Confidential Information and relationships and goodwill with its employeesofficer, customersdirector, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skillstrustee, education and training qualify Employee to work and obtain employment which does not violate this Agreement and consultant, agent, partner, proprietor or other participant; provided that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light ownership of no more than 2% of the foregoing, Employee agrees that he/she will stock of a publicly traded entity engaged in a competitive business shall not be deemed to be engaging in competitive business activities. The Consultant shall not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one two years from the time his services under this Agreement cease (1) year following the Separation Datefor whatever reason), and regardless solicit any employee or full-time consultant of the reason Corporation for separationthe purposes of hiring or retaining such employee or consultant other than Dxxxxx X. Xxxxxx, Employee shall notin his capacity as an attorney. Notwithstanding the foregoing, within any geographic area in which Company does business the Consultant may solicit, hire or retain either Dxxxxx X. Xxxxxx or Pxxxx Xxxxxx at any time during Employee’s employment with Company: (a) become after they cease to be employed by the Corporation. In consideration for compliance with this covenant, the Consultant will receive a payment of $75,000 each quarter with the first quarterly payment commencing on the date the Consultant’s services are terminated under this Agreement for any reason, including expiration of the Term or work disability (but not death) and continuing for seven consecutive quarters thereafter, for a “Competitor” (as defined below) in total of eight consecutive quarterly payments. Notwithstanding the provisions of any position other agreement between the Consultant and the Trust, the LP or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of their affiliates, including but not limited to Sections 7 and 8 of the duties and/or responsibilities Employee had with and/or performed for Company; Employment Agreement dated February 21, 2005 between the Consultant and the Trust and the LP, the parties agree that the provisions of any such other agreement that purport to restrict the business, employment or (b) perform investment activities of the Consultant or provide any services which are impose confidentiality obligations on the same Consultant shall be null and void and of no further force and effect as of the Effective Time and thereafter the provisions of Section 6 and this Section 7 shall be the sole provisions relating to restriction on the business, employment or substantially similar to business, the Trust, the LP activities or confidentiality obligations binding upon the Consultant or enforceable by the Corporation or any of the services which Employee performed their subsidiaries or provided for the Company, for or on behalf of any Competitor. For purposes of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storesaffiliates.

Covenant Not to Compete. Employee acknowledges and agrees that Company has invested a great deal of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee a) Seller acknowledges and agrees that the restrictions contained in value to Buyer of the transactions provided for herein would be substantially diminished if any Non-Purchased Entity (or its successors or assigns) were to enter into business activities competitive with those sold to the Buyer Companies hereunder for a reasonable period following the Closing Date. Consequently, as an inducement for the Buyer Companies to enter into this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customersAgreement, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light consideration of the foregoingpromises and representations of the Buyer Companies under this Agreement, Employee Seller covenants and agrees on its behalf and on behalf of the other Non-Purchased Entities that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one three (13) year years following the Separation DateClosing Date (the Restricted Period ), and regardless none of the reason for separationNon-Purchased Entities nor their respective successors or assigns will engage in, Employee or have any interest in, directly or indirectly, any other Person, firm, corporation or other entity engaged in any business activities competitive with the Business (as conducted up to the Closing Date). This restriction shall not, within any be applicable only with respect to the geographic area areas in which Company does any Seller Group Person has heretofore or is now conducting or plans to conduct business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any operations. Seller covenants and agrees, on its behalf and on behalf of the duties and/or responsibilities Employee had other Non-Purchased Entities, not to solicit or accept business from, or provide competitive products or services to, any customers (whether or not such Persons have done business with and/or performed for Company; any Seller Group Persons once or more than once) or accounts of any Seller Group Persons (prior to the Closing Date) or any Buyer Companies (after the Closing Date). (b) perform Seller specifically acknowledges and agrees that the foregoing covenants are commercially reasonable and reasonably necessary to protect the interests Buyer will acquire in the Business hereunder. (c) The covenants contained in this Article VI shall be deemed to be a series of separate covenants, one for each product line in each county and each city of every state in which any Seller Group Person has heretofore conducted or provide now conducts the Business. Each separate covenant shall hereinafter be referred to as a Separate Covenant. (d) If any services which are the same as court or substantially similar tribunal of competent jurisdiction shall refuse to any enforce one or more of the services which Employee performed Separate Covenants because the time limit applicable thereto is deemed unreasonable, it is expressly understood and agreed that such Separate Covenant or provided Separate Covenants shall not be void but that for the Companypurpose of such proceedings such time limitation shall be deemed to be reduced to the extent necessary to permit the enforcement of such Separate Covenant or Separate Covenants. (e) If any court or tribunal of competent jurisdiction shall refuse to enforce any or all of the Separate Covenants because, taken together, they are more extensive (whether as to geographic area, scope of business or otherwise) than is deemed to be reasonable, it is expressly understood and agreed between the Parties hereto that such Separate Covenant or Separate Covenants shall not be void but that for the purpose of such proceedings the restrictions contained therein (whether as to geographic area, scope of business or on behalf otherwise) shall be deemed to be reduced to the extent necessary to permit the enforcement of such Separate Covenant or Separate Covenants. (f) The foregoing, however, shall not prohibit Seller or any CompetitorNon-Purchased Entity from conducting or engaging in activities in the printing industry. For purposes of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Stores.6.2

Covenant Not to Compete. Employee acknowledges that the Company's business is highly innovative and agrees that Company has invested a great deal of time and money in developing relationships with its employees, customerscompetitive, and “Merchandise Vendors” (as defined below)that the Confidential Material involves valuable and proprietary information. Employee further acknowledges that this Confidential Material would necessarily be compromised were Employee to use this information for himself after his employment, or were Employee to become an employee or consultant or otherwise become associated with any competitor of the Company during the life-cycle of the development of the Company's products and services and the strategy associated with the marketing of such products and services. Although the lengths of such cycles vary depending upon the product or service, the Company and Employee agree that, in light of Employee's knowledge and position with the Company, a period ending on the later of September 30, 1999 or one year after the termination of Employee's employment with the Company (the "Applicable Period") is a reasonable and necessary period in order to protect the Company's Confidential Material. Employee hereby acknowledges that the Company's business is national in scope. Accordingly, Employee and the Company agree that, for the Applicable Period, Employee will not himself use any of the Confidential Material, and will not directly or indirectly become an employee of, consult with, render services for, own, manage, control, participate in, or in any manner engage in any business which competes with the business of the Company in any state in which the Company does business. Employee further agrees that in rendering services to Companyfor the Applicable Period, Employee has been, will be and will continue not induce or attempt to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light induce any employee of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following Company to leave the Separation Date, and regardless employ of the reason for separationCompany or hire, Employee shall notdirectly or through another person or entity, within any geographic area in which person who is an employee of the Company does business at any time during the last year of Employee’s 's employment at the Company. Employee further agrees that he will not induce or attempt to induce any customer, supplier, licensee or other person or entity with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are business relationship with the same as or substantially similar Company to any of the duties and/or responsibilities Employee had cease doing business with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf in any way interfere with the relationships between such customer, supplier, licensee or business relation and the Company. Nothing in this Section 8 shall prohibit Employee from being a passive owner of not more than two percent (2%) of the outstanding shares of any Competitorclass of stock of a corporation which is publicly traded, so long as Employee does not serve such company in any capacity whether as a board member or otherwise, and Employee has no active participation in the business of such corporation or any of its subsidiaries or affiliates. For purposes If, at the time of enforcement of this Section 48, an arbitrator (or court) should hold that the duration or scope of the restrictions stated herein are unreasonable under the circumstances then existing, the term “Competitor” parties agree that the maximum duration or scope which is reasonable under such circumstances shall mean only be substituted for the following businessesstated duration or scope. Similarly, commonly known as: Catoif, TJX at the time of enforcement, an arbitrator (including without limitation TJMAXX and Marshalls)or court) should hold that the area of the restriction stated herein is unreasonable under the circumstances then existing, Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storesthe parties agree that the maximum area which is reasonable under such circumstances shall be substituted for the stated area.

Covenant Not to Compete. Employee Executive acknowledges that (i) the business in which the Company is engaged is intensely competitive, that the Company needs to protect its good will, and agrees that Executive's employment by the Company has invested required Executive to have access to and knowledge of Confidential Information which is of vital importance to the success of the Company's business; (ii) the direct or indirect disclosure of any such Confidential Information to existing or potential competitors of the Company could place the Company at a great deal competitive disadvantage and could do material damage, financial and otherwise to the Company's business; and (iii) Executive's services to the Company have been special and unique. Therefore, in consideration of time the terms and money conditions of this Agreement, including the compensation to be paid hereunder, for a period of six years commencing on the Effective Date, Executive shall not render any services, directly or indirectly, as an employee, officer, consultant or in developing relationships any other capacity, to any individual, firm, corporation or partnership engaged in activities competitive with any activities in which the Company or its employees, customers, and “Merchandise Vendors” affiliates are currently engaged (as defined belowsuch activities being herein called the "Company Business"). Employee further acknowledges and agrees that in rendering services to During said period, Executive shall not, without the prior written consent of the Company, Employee has beenhold an equity interest in any firm, will partnership or corporation which competes with the Company Business, except that beneficial ownership by Executive (together with any one or more members of Executive's immediate family and together with any entity under Executive's direct or indirect control) of less than 5% of the voting stock of any corporation which may be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, engaged in any of the Company’s employees, and same lines of business as the Company’s “Merchandise Vendors,” to Company Business which Employee would stock is listed on a national securities exchange or publicly traded in the over-the-counter market shall not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantageconstitute a breach of the covenants in this Paragraph 7. Employee Executive acknowledges and agrees that the restrictions non-competition provisions contained in this Agreement are necessary reasonable and reasonable necessary, in view of the nature of the Company and his knowledge thereof, in order to protect the legitimate interests of the Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and . The parties hereto agree that the restrictions provisions of this Paragraph 7 shall be enforceable to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any portion of this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate Paragraph 7 is adjudicated unenforceable in any businessjurisdiction, enterprise, or endeavor that such adjudication shall apply only in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separation, Employee shall not, within any geographic area particular jurisdiction in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storessuch adjudication is made.

Covenant Not to Compete. Employee The Executive acknowledges and agrees with the Company that Company has invested a great deal during the course of time and money in developing relationships the Executive's employment with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to the Company, Employee the Executive has been, will be had and will continue to be exposed have the opportunity to develop relationships with existing employees, customers and learn much information about Company’s businessother business associates of the Company and the Subsidiaries, including valuable Confidential Information and Trade Secrets, which relationships constitute goodwill of the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee Executive acknowledges and agrees that the restrictions contained Company would be irreparably damaged if the Executive were to take actions that would damage or misappropriate such goodwill. The Executive acknowledges that the Company and its Subsidiaries currently engages throughout the United States (the "Territory"), the business of the development, sale, marketing and administration of life insurance, annuities and extended care insurance products (the "Subject Business"). Accordingly, during the term of the Executive's employment with the Company and (i) prior to a Change of Control and in the case of a voluntary termination by the Executive under paragraph 4(d) or a termination by the Company for Cause under paragraph 4(b), the balance of the term of this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain under paragraph 2 as if no termination of employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light occurred but notice of termination of the foregoing, Employee agrees that he/she will not, automatic extension was given either by the Executive at any point during his/her employment with Company, work the time of his notice of voluntary resignation or given by the Company at the time of its notice of termination for or engage or participate in any business, enterpriseCause, or endeavor that (ii) after a Change in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In additionControl, for a period of one year after the Termination Date (1) year following the Separation Date"Noncompete Period"), and regardless of the reason for separation, Employee Executive shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become directly or indirectly, enter into, engage in, assist, give or lend funds to or otherwise finance, be employed by or work consult with, or have a financial or other interest in, any business which engages in the Subject Business, whether for a “Competitor” (or by himself or as defined below) in an independent contractor, agent, stockholder, partner or joint venturer for any position or capacity involving duties and/or responsibilities which are other person, provided that the same as or substantially similar to any aggregate ownership by the Executive of no more than two percent of the duties and/or responsibilities Employee had with and/or performed for Company; outstanding equity securities of any person, which securities are traded on a national or (b) perform foreign securities exchange, quoted on the Nasdaq Stock Market or provide any services which are other automated quotation system or, in the same as or substantially similar to any case of the services which Employee performed or provided for the Company, for of no more than ten percent of the Company's outstanding equity securities shall not be deemed to be giving or on behalf of lending funds to, otherwise financing or having a financial interest in a competitor. In the event that any Competitor. For purposes of this Section 4person in which the executive has any financial or other interest directly or indirectly enters into the Subject Business in the Territory during the Noncompete Period, the term “Competitor” Executive shall mean only divest all of his interest (other than any amount permitted under this paragraph) in such person within 30 days after such person enters into the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx StoresSubject Business in the Territory.

Covenant Not to Compete. Employee acknowledges and Executive agrees that Company has invested a great deal of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one twelve (112) year following months from the Separation Datedate when the Lump Sum Payment is made to the Executive under this Agreement, and regardless he shall not (i) become employed or retained by, directly or indirectly, any bank or other regulated financial services institution with an office or operating branch in any county in New Jersey within which TRCB or any other then existing subsidiary of the reason for separationCPB maintains an office or branch, Employee shall notor (ii) solicit, within entice or induce any geographic area in which Company does business person who, at any time during Employee’s employment the one year period through such date was, or at any time during the period of twelve (12) months from the date when the Lump Sum Payment is made is, either an employee of Employer in a senior managerial, operational or lending capacity, or a highly skilled employee with Company: (a) access to and responsibility for any confidential information, to become employed or engaged by Executive or work any person, firm, company or association in which Executive has an interest; approach any such person for any such purpose; or authorize or knowingly approve the taking of such actions by any other person or entity. Executive acknowledges that the terms and conditions of this restrictive covenant are reasonable and necessary to protect CPB, its subsidiaries, and its affiliates, and that Employer’s tender of performance under this Agreement is fair, adequate and valid consideration in exchange for his promises under this Paragraph 16 of this Agreement. Executive further acknowledges that his knowledge, skills and abilities are sufficient to permit him to earn a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are satisfactory livelihood without violating the same as or substantially similar provisions of this Paragraph 16. Executive agrees that, should Employer reasonably conclude that Executive has failed to any fully comply with all of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes terms of this Section 416, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX Employer may apply to a court of competent jurisdiction for such equitable relief as Employer believes to be necessary and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouseeffective, and Xxxx Storesmay pursue a claim against Executive for damages. Executive further agrees that Executive shall reimburse Employer for all legal fees incurred by Employer in (i) applying for and securing such equitable relief as is granted under the preceding sentence, and (ii) asserting and pursuing a claim for damages under the preceding sentence which is adjudicated wholly or partially in favor of Employer.

Covenant Not to Compete. Employee acknowledges and agrees that Company has invested a great deal of time and money in developing relationships with its employees, customersAs additional consideration to CNB for entering this Agreement, and “Merchandise Vendors” (as defined for granting the severance payment described in Section 7 below). Employee further acknowledges and agrees , which is a new benefit, Officer covenants that in rendering services to Companyhe shall not compete against CNB, Employee has beenits parent, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to othersaffiliates, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate subsidiaries, either directly or indirectly, by taking employment, gratuitously assisting or serving as an independent contractor, consultant, partner, director, or officer with a competitor of CNB, or starting his own business interests in its Trade Secretswhich would compete directly or indirectly with CNB, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement or have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate a material interest in any business, enterprisecorporation, partnership, LLC, savings and loan, bank, financial institution, brokerage, or endeavor that other venture which competes directly or indirectly with CNB (except for holdings of no greater than 1% of the total outstanding shares in any way competes with any aspect a publicly-traded company) while he is employed by CNB and until the expiration of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Datedate on which Officer is last employed by CNB. For the purpose of defining and enforcing this covenant, and regardless of CNB’s competitors will be identified at the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s the Officer terminates employment with Company: (a) become employed by CNB. This determination shall be based on CNB’s market area and CNB’s plans for expansion or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are acquisition into other market areas at the same as or substantially similar to any of time the duties and/or responsibilities Employee had Officer terminates employment with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any CompetitorCNB. For purposes of the foregoing sentence, the market area shall be considered to be the twenty-five (25)-mile radius of any location, branch, or division of CNB, its parent, affiliates, or subsidiaries. The Parties further agree that Officer’s covenant not to compete shall apply in the event of his regular retirement or voluntary termination of his employment hereunder. Officer agrees in this regard that the security provided by this Agreement is adequate consideration for his covenant not to compete. Officer agrees that the relevant public policy and legal aspects of covenants not to compete have been discussed with him and that every effort has been made to limit the restrictions placed upon Officer to those that are reasonable and necessary to protect CNB’s legitimate interests. Officer acknowledges that, based upon his education, experience, and training, the non-compete and non-solicitation provisions of this Section 46 will not prevent Officer from earning a livelihood and supporting Officer and his family during the relevant time period. The existence of a claim, charge, or cause of action by Officer against CNB or any of its affiliates shall not constitute a defense to the enforcement by CNB of the foregoing restrictive covenants, but such claim, charge, or cause of action shall be litigated separately. If any restriction set forth in this Section 6 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, the term “Competitor” shall mean court is hereby expressly authorized to modify this Agreement or to interpret this Agreement to extend only over the following businessesmaximum period of time, commonly known as: Catorange of activities, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storesor geographic areas as to which it may be enforceable.

Covenant Not to Compete. Employee As a material inducement for Buyer to enter into this Agreement, the PWT Shareholder agrees that for a period of three years following the Closing (the “Non-Competition Period”), he covenants and agrees that he shall not, directly or indirectly own, manage, operate, participate in, produce, represent, distribute and/or otherwise act on behalf of any person, firm, corporation, partnership or other entity which involves water treatment services and solutions (the “Competitive Business”) anywhere within the United States (collectively, the “Territory”); or hire any employee or former employee of Buyer or PWT to perform services in or involving the Competitive Business, unless the individual hired shall have departed Buyer's or PWT’s employment at least twelve (12) months prior to the hiring. The PWT Shareholder further covenant and agree that during the Non-Competition Period, he will not directly or indirectly solicit or agree to service for their benefit or the benefit of any third-party, any of Buyer’s customers. Notwithstanding the foregoing, nothing in this Section 3.1 shall prohibit the PWT Shareholder from owning, managing, operating, participating in the operation of, or advising, consulting or being employed by any entity that is not involved in the Competitive Business. The PWT Shareholder acknowledges and agrees that Company has invested a great deal of time Buyer will expend substantial time, talent, effort and money in developing relationships with its employeesmarketing, customerspromoting, managing, selling and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees otherwise exploiting the businesses Buyer operates, in part by virtue of Buyer’s acquisition of PWT pursuant to this Agreement, that in rendering services to CompanyPWT Shareholder is the sole shareholder of PWT, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, that he is receiving a substantial benefit from the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement transactions contemplated hereunder and that the restrictions benefit received by Buyer and the PWT Shareholder in agreeing to be bound by this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade SecretsSection 3.1 are a material part of the consideration for the transactions contemplated by this Agreement. The Parties recognize that this Section 3.1 contains conditions, valuable Confidential Information and relationships and goodwill with its employees, customerscovenants, and “Merchandising Vendors.” In light time limitations that are reasonably required for the protection of the foregoingbusiness of the Buyer. If any limitation, Employee agrees that he/she covenant or condition shall be deemed to be unreasonable and unenforceable by a court or arbitrator of competent jurisdiction, then this Section 3.1 shall thereupon be deemed to be amended to provide for modification of such limitation, covenant and/or condition to such extent as the court or arbitrator shall find to be reasonable and such modification shall not affect the remainder of this Agreement. The PWT Shareholder acknowledges that, in the event the PWT Shareholder breaches this Agreement, money damages will notnot be adequate to compensate Buyer for the loss occasioned by such breach. The PWT Shareholder therefore consents, at in the event of such a breach, to the granting of injunctive or other equitable relief against the PWT Shareholder by any point court of competent jurisdiction. If, however, during his/her employment with Companythe Non-Competition Period, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation DateBuyer materially breaches the Employment Agreement between the Buyer and the PWT Shareholder, and regardless of the reason for separation, Employee shall not, such breach is not cured within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes of this Section 410 Business Days, the term “Competitor” Non-Competition Period shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storesbe terminated.

Covenant Not to Compete. Employee acknowledges and agrees You agree that Company has invested a great deal of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable our Confidential Information and Trade Secrets, the Company’s employeesis valuable to us, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s restrictions on your future employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are reasonably necessary in order for us to remain competitive in our business. You agree that during the course of your employment with the Company you have learned and reasonable will learn trade secrets and valuable confidential information of the Company, have developed and will develop substantial business relationships with specific customers and prospective customers or clients of the Company and entities doing business with the Company, including homeowners associations, and have developed and will develop goodwill on behalf of the Company in every geographic area in which the Company owns or manages properties or has plans to protect do so. You have participated and will participate in specialized training on behalf of the Company’s legitimate business interests . In consideration of our execution of the Employment Agreement and the compensation payable to you under the Employment Agreement, and in its Trade Secrets, valuable recognition of our heightened need for protection _______ _______ Executive Company from abuse of relationships formed or Confidential Information garnered, you covenant and relationships agree that during the term of your employment agreement and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: after termination (a) become employed by or work for a “Competitor” (excluding your termination without Cause as defined below) therein), you will not directly or indirectly engage in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any business of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, which shall include without limitation, timesharing, club or affiliates that (i) operate a timeshare, interval, points membership or vacation membership resort or (ii) have a marketing or sales office that engages in the business of the Company. You further agree that for a period of two (2) years following your separation from the Company, you shall not directly or indirectly, whether for pay or otherwise, alone or with or on behalf of others, (a) solicit or contact for the purpose of providing, or provide (regardless of whether you engaged in solicitations) business services of the same type provided by the Company to any Competitorhomeowners association with which you have conducted business or with which you have sought to do business on behalf of the Company; (b) divert or attempt to divert any homeowners association with which you have conducted business or attempted to conduct business on behalf of the Company to enter into business relationships with any individuals or entities of the same or similar type as the relationships with which they have conducted with the Company during your employment with the Company; (c) assist, encourage, or induce any homeowners association with which you have dealt on behalf of the Company during your employment with the Company to terminate or reduce its business relationship with the Company; (d) solicit or contact any members, prospective purchasers, guests and customers of the Company to reduce or terminate their relationship with the Company or to enter into relationships with individuals or entities performing or offering services in competition with the Company; (e) provide services to any prospective purchasers, guests and customers of the Company in competition with the Company; (f) solicit, recruit, or hire (whether as a consultant, employee, or independent contractor) any individual who is or who was in the six (6) months preceding the solicitation, recruitment, or hiring, a team member/employee of the Company; (g) assist other individuals or entities to do the acts set forth in this Section. For purposes It shall not be a defense to a claim of breach of this Section 4provision that any homeowners association, owner, prospective purchaser, or customer first contacted you to seek your services. These restrictions shall apply in any jurisdiction and location in which the term “Competitor” Company currently conducts or has active plans to conduct business. Further, following your separation, you agree that you shall mean only not use or disclose any confidential information or trade secrets of the following businessesCompany without written authorization of the Company or as required by law and shall not make false or defamatory statements regarding the Company, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouseits business, and Xxxx Storesits officers, directors and employees. To the extent that you have any questions as to whether any of these restrictions apply to any specific employment or business opportunity you wish to consider you shall contact the President and Chief Executive Officer in writing setting forth the activities in which you wish to engage and seeking a determination of whether the Company views such proposed activities as being prohibited by this Agreement. You agree that these prohibitions do not prohibit you from earning a living subject to the obligations contained in this Agreement.

Covenant Not to Compete. In consideration for the term of employment, salary and benefits paid to the Employee acknowledges and by the Company as described herein, Employee agrees that during the term of her employment hereunder and for the two-year period following termination of her employment she will not solicit the customers of the Company, or directly or indirectly solicit for employment any employees of Company. For purposes hereof, "Company" shall include any entity into which the Company has invested a great deal may be merged or to which the substantially all the business and assets of time and money in developing relationships with its employees, customersthe Company are transferred, and “Merchandise Vendors” (as defined below)shall include all affiliates of the Company at the date of termination. For purposes hereof, "affiliate" shall include any business controlling, controlled by, or under common control with General Employment Enterprises, Inc and its successors. Employee further acknowledges has carefully read and agrees that in rendering services to Companyconsidered the provisions of this paragraph and, Employee has beenhaving done so, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement set forth therein, including, but not limited to, the time period of restriction and geographical areas of restriction, are necessary fair and reasonable to protect and are reasonably required for the protection of the interests of the Company’s legitimate business interests in its Trade Secrets. If, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of notwithstanding the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties provisions hereof shall be held to be invalid or unenforceable, the remaining provisions shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable parts had not been included. In the event that any provision relating to the time period and/or responsibilities Employee had with the areas of restriction and/or performed for Company; related aspects shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, the time period and/or areas of restriction and/or related aspects deemed reasonable and enforceable by the court shall become the maximum restriction in such regard, and the restriction shall remain enforce able to the fullest extent deemed reasonable by such court. In the event of a breach or (b) perform or provide any services which are the same as or substantially similar to threatened breach of any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes of this Section 4covenants herein, the term “Competitor” Company shall mean only have the following businessesright to seek equitable relief, commonly known as: Catoincluding specific performance by means of an injunction against the Employee and against the Employee's partners, TJX (including without limitation TJMAXX agents, representatives, servants, employers, employees, and/or any and Marshalls)all persons acting directly or indirectly by or with it or them, Burlington Storesto prevent or restrain any breach or further breach. In the event Company obtains any such equitable relief, Gabe’s/Rugged Wearhouse, the party against whom relief is obtained shall reimburse Company for its reasonable attorney's fees and Xxxx Storescosts related thereto.

Covenant Not to Compete. Employee acknowledges recognizes and agrees that Company has invested a great deal his covenant not to compete is necessary to insure continuation of time the business and money reputation of the Employer and that irreparable harm and damage will be done to the Employer if Employee competes with the Employer in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below)certain specified areas. Employee further acknowledges that he will be privy to confidential information to which Employee might not otherwise be exposed. Employee covenants and agrees that during the term of this Agreement and for six (6) months following the termination of this Agreement (the “Restricted Period”), he shall not, as an employee, independent contractor, consultant, or in rendering any other form, provide any of the same or similar services that Employee performed under this Agreement for any other individual, partnership, limited liability company, corporation, independent practice association, management services organization, or any other entity (collectively, “Person”) that competes in any material way with the Employer or any of its subsidiaries or affiliates within the DaVita Medical Group organization anywhere in the states where Employer operates as of the date of termination of Employee’s employment. Employee understands and acknowledges that the provisions of this Section 4 (Covenant Not to CompanyCompete, Covenant Not to Solicit, and Confidentiality), are designed to preserve the business and goodwill of the Employer. Accordingly, if Employee has beenbreaches any such obligation, will in addition to any other remedies available under this Agreement, at law or in equity, the Employer shall be entitled to enforce this Section 4 (Covenant Not to Compete, Covenant Not to Solicit, and will continue Confidentiality) by injunctive relief and by specific performance of this Section 4 (Covenant Not to Compete, Covenant Not to Solicit, and Confidentiality), such relief to be exposed without the necessity of posting a bond, cash or otherwise. Additionally, nothing in this Section 4.1 (Covenant Not to and learn much information about CompanyCompete) shall limit the Employer’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” right to recover any other damages to which Employee would not have access if not for it is entitled as a result of Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantagebreach. Employee acknowledges and agrees that If any provision of the restrictions restrictive covenants contained in this Agreement are necessary and reasonable is held by a court of competent jurisdiction to protect Companybe unenforceable due to the excessive time period, geographic area, or restricted activity, the restrictive covenant shall be reformed to comply with the time period, geographic area, or restricted activity that would be held enforceable. Notwithstanding the foregoing, this Section 4.1 (Covenant Not to Compete) will only apply if Employee is no longer serving on the Parent’s legitimate business interests in its Trade SecretsBoard of Directors during the time period covered by the covenant not to compete (i.e., valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate during the term of this Agreement and that for six (6) months following the restrictions in termination of this Agreement), and the Restricted Period will continue to run during any time period after the termination of this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light when Employee is serving on the Board of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interestsDirectors. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Cxxxxxx X. Xxxx Stores.Employment Agreement

Covenant Not to Compete. Employee acknowledges In consideration of the numerous mutual promises contained in the Agreement between Employer and agrees that Company has invested a great deal of time the Employee, including, without limitation, those involving access to Trade Secrets and money in developing relationships with its employees, customersconfidential information and training, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services order to Company, Employee has been, will be and will continue to be exposed to and learn much information about Companyprotect Employer’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, Secrets and the Company’s “Merchandise Vendors,” confidential information and to reduce the likelihood of irreparable damage which Employee would not have access if not for Employee’s employment with Company and which it would be unfair occur in the event such information is provided to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light used by a competitor of the foregoingEmployer, Employee agrees that he/she during his employment and for an additional period of twelve (12) months immediately following the voluntary or involuntary termination of his employment for any reason whatsoever (the "Non-Competition Term"), Employee will not, at without the prior written consent of Employer (which consent may be withheld in its sole discretion), enter the employ of any point during his/her employment person or entity, either directly or indirectly either as principal, agent, representative, shareholder (except owning publicly traded stock for investment purposes only in which Employee owns less than 5%) consultant, officer, business partner, associate, Employee or otherwise, with Companya place of business in the United States of America, work which sells or offers to sell services and/or products which compete directly with the services and/or products offered or to be offered for or engage or participate in any businesssale by Employer. Employee hereby acknowledges that the geographic boundaries, enterprise, or endeavor that in any way competes with any aspect scope of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following prohibited activities and the Separation Date, and regardless time duration of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes provisions of this Section 4 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Employer. The Employer and Employee agree and stipulate that the agreements and covenants not to compete contained in Paragraph 4 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Employee and Employer; however, Employee and Employer are aware that in certain circumstances courts have refused to enforce certain provisions of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of Paragraph 4, Employer and Employee agree that in the term “Competitor” event a court should decline to enforce the provisions of Paragraph 4, that Paragraph 4 shall mean only be deemed to be modified or reformed to restrict Employee's competition with Employer or its affiliates to the following businessesmaximum extent, commonly known as: Catoas to time, TJX (including without limitation TJMAXX geography and Marshalls)business scope, Burlington Storeswhich the court shall find enforceable; provided, Gabe’s/Rugged Wearhousehowever, and Xxxx Storesin no event shall the provisions of Paragraph 4 be deemed to be more restrictive to Employee than those contained herein.

Covenant Not to Compete. Employee acknowledges and agrees that Attached hereto as Schedule IXA is a list of transactions contemplated or proposed by the Company has invested a great deal as of time and money the Closing which involve in developing relationships with its employees, customers, and “Merchandise Vendors” excess of $1,000,000 (as defined belowthe "Schedule IXA Transactions"). Employee further acknowledges Attached hereto as Schedule IXB is a complete list of all of the Seller's business interests that may be in competition with or are substantially similar to the Business (the "Schedule IXB Interests"). Sellers acknowledge and agrees agree that the Business is conducted in rendering services to the State of California and that its reputation and goodwill are an integral part of its business success throughout the areas where it conducts its business. If Sellers deprive Buyer of any of the Company's goodwill or in any manner utilize its reputation and goodwill in competition with the Company, Employee has been, Buyer will be and will continue deprived of the benefits it has bargained for pursuant to be exposed this Agreement. This covenant is necessary to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, transfer the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships Business and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoingCompany to Buyer effectively. Accordingly, Employee agrees that he/she will notas an inducement for Buyer to enter into this Agreement, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In additionSellers agree that, for a period of one five (15) year following years after the Separation DateClosing, and regardless no Seller shall, without Buyer's prior written consent, directly or indirectly, (i) use or distribute any of the reason Company's financial information or information relating to the purchase, supply or processing of grapes or the supply of wine to customers; (ii) except for separationthe Schedule IXB Interests, Employee shall notown, within manage, operate, join, control or participate in the ownership, management, operation or control of, or be connected as a director, officer, employee, partner, consultant or otherwise with any geographic area business entity that competes with the Company for the Schedule IXA Transactions or (iii) in which any manner induce or attempt to induce X'Xxxxx, Xxxxxx Xxxxxx or Xxxxx Xxxxx to leave the Company does business or in any way interfere with the relationship between the Company and any of them, provided, however, if at any time during Employee’s within the aforementioned five (5) year period, Buyer terminates the employment with Company: of X'Xxxxx, Xxxxxx Xxxxxx or Xxxxx Xxxxx for any reason other than cause or violation of any similar confidentiality or non-compete arrangements, Seller may hire any such terminated employee no sooner than six (a6) become employed by or work months from the date of such termination. The Sellers further agree that for a “Competitor” period of two (as defined below2) years after the Closing, no Seller shall, without Buyer's prior written consent, directly or indirectly, (i) in any position manner induce or capacity involving duties and/or responsibilities attempt to induce any employee, customer, supplier, licensee or other business relation of the Company to leave or cease doing business with the Company or in any way (other than participation in the bulk wine industry generally) interfere with the relationship between the Company and any employee, customer, supplier, licensee or other business relation thereof or (ii) offer employment to or hire any person who was an employee of the Company at any time within 6 months prior to the Closing Date, provided, however, if at any time within the aforementioned two (2) year period, Buyer terminates the employment of such employees for any reason other than cause or violation of any similar confidentiality or non-compete arrangements, Seller may hire any such terminated employees no sooner than six (6) months from the date of such termination, PROVIDED, HOWEVER, that this Article IX shall not apply to any Sellers other than CGW Associates Limited Partnership and Mid-State Horticultural Company. Additionally, as consideration for the sale of shares of Common Stock hereunder, X'Xxxxx shall have entered into the X'Xxxxx Employment Agreement with the Company which are agreement, including the same as applicable covenant not to compete contained therein, is incorporated herein in by reference. Sellers and X'Xxxxx acknowledge that a breach of the covenants contained in this Article IX will cause irreparable damage to Buyer and the Company, the exact amount of which will be difficult to ascertain, and that the remedies at law for any such breach will be inadequate. Accordingly, Sellers and X'Xxxxx agree that, if any Seller or substantially similar to X'Xxxxx breaches any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar covenants contained in this Article IX in addition to any of other remedy which may be available at law or in equity, Buyer or the services which Employee performed Company shall be entitled to specific performance and injunctive relief, without posting bond or provided for the Company, for or on behalf of any Competitor. For purposes of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storesother security.

Covenant Not to Compete. Employee acknowledges and agrees that Company has invested a great deal expressly covenants with the Employer as follows: During the employment period, if the Employee shall, for any reason other than permanent retirement from the practice of time and money in developing relationships with its employeesmedicine, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Companypermanently or temporarily leave the employ of the Employer, Employee has beenhereby agrees, will be and will continue to be exposed to and learn much information about Company’s businessunconditionally, including valuable Confidential Information and Trade Secretsthat he shall not in any manner whatsoever, the Company’s employeesdirectly or indirectly, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to othersas partner, employee, agent, principal, independent contractor, consultant, owner, or to use to Company’s disadvantage. Employee acknowledges and agrees that in any other capacity whatsoever establish, maintain, manage or occupy any office or premises for, and/or engage in the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light practice of the foregoingmedical specialties of cardiology, Employee agrees that he/she will not, at internal medicine or any point during his/her employment with Company, work for other type of medical specialty or engage or participate medical practice engaged in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In additionby the Employer, for a period of one not less than five (15) year following years after termination of employment, within an area of a radius of fifty (50) miles from any office or offices of the Separation DateEmployer presently existing or existing at the time of the termination of Employee's employment. The Employer and the Employee agree that it is impossible to determine with any reasonable accuracy the amount of damages Employer would incur upon breach of this provision. Accordingly, in the event Employee breaches this provision, the Employee does hereby unconditionally covenant and agree with the Employer that the Employee shall pay, forthwith, the sum of Three Hundred Thousand Dollars ($300,000) as liquidated damages (the "Liquidated Damages") to the Employer upon written notice and demand, and regardless in any event within three (3) days of the reason for separationreceipt of said notice by the Employee. In the event Employee refuses to pay said sum or unreasonably delays the payment of same, the Employer shall have the unqualified option to sue xxx recover from Employee the aforesaid sum together with its reasonable attorney's fees and/or obtain an injunction against the Employee to enforce the medical practice prohibitions of this covenant, together with Employer's reasonable attorney's fees. It is the express intent and purpose of this provision that the Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment no way compete with Company: (a) become employed by or work for a “Competitor” (the Employer in every particular as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Stores.set forth

Covenant Not to Compete. Employee acknowledges The Corporation and agrees the Consultant acknowledge and agree that Company has invested as a great deal former executive officer of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secretsthe Trust, the CompanyConsultant has knowledge and experience in the business of the Trust and that the limitations on the Consultant’s employees, activities and the Companypayments described in this Section 7 are reasonable and appropriate. The Consultant shall not, either during the Term or during the period of two years from the time the Consultant’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in services under this Agreement are necessary and reasonable terminated for any reason, engage in any business activities on behalf of any enterprise which competes with the Corporation in the business of the passive ownership of senior housing or health care facilities, or passive investing in or lending to protect Company’s legitimate senior housing or health care-related enterprises, including, without limitation, medical office buildings, hospitals of any kind, independent living facilities, assisted living facilities, skilled nursing facilities, inpatient rehabilitation facilities, ambulatory surgery centers, active adult projects or any similar types of facilities or projects. The Consultant will be deemed to be engaged in such competitive business interests activities if he participates in its Trade Secretssuch a business enterprise as an employee, valuable Confidential Information and relationships and goodwill with its employeesofficer, customersdirector, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skillstrustee, education and training qualify Employee to work and obtain employment which does not violate this Agreement and consultant, agent, partner, proprietor or other participant; provided that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light ownership of no more than 2% of the foregoing, Employee agrees that he/she will stock of a publicly traded entity engaged in a competitive business shall not be deemed to be engaging in competitive business activities. The Consultant shall not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one two years from the time his services under this Agreement cease (1) year following the Separation Datefor whatever reason), and regardless solicit any employee or full-time consultant of the reason Corporation for separationthe purposes of hiring or retaining such employee or consultant other than Dxxxxx X. Xxxxxx, Employee shall notin his capacity as an attorney. Notwithstanding the foregoing, within any geographic area in which Company does business the Consultant may solicit, hire or retain either Dxxxxx X. Xxxxxx or Pxxxx Xxxxxx at any time during Employee’s employment with Company: (a) become after they cease to be employed by the Corporation. In consideration for compliance with this covenant, the Consultant will receive a payment of $37,500 each quarter with the first quarterly payment commencing on the date the Consultant’s services are terminated under this Agreement for any reason, including expiration of the Term or work disability (but not death) and continuing for seven consecutive quarters thereafter, for a “Competitor” (as defined below) in total of eight consecutive quarterly payments. Notwithstanding the provisions of any position other agreement between the Consultant and the Trust, the LP or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of their affiliates, including but not limited to Sections 7 and 8 of the duties and/or responsibilities Employee had with and/or performed for Company; Employment Agreement dated February 21, 2005 between the Consultant and the Trust and the LP, the parties agree that the provisions of any such other agreement that purport to restrict the business, employment or (b) perform investment activities of the Consultant or provide any services which are impose confidentiality obligations on the same Consultant shall be null and void and of no further force and effect as of the Effective Time and thereafter the provisions of Section 6 and this Section 7 shall be the sole provisions relating to restriction on the 4 business, employment or substantially similar to business, the Trust, the LP activities or confidentiality obligations binding upon the Consultant or enforceable by the Corporation or any of the services which Employee performed their subsidiaries or provided for the Company, for or on behalf of any Competitor. For purposes of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storesaffiliates.

Covenant Not to Compete. Employee acknowledges and agrees that Company has invested a great deal of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. ​ Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” ​ In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Stores.. ​ ​ ​

Covenant Not to Compete. The parties agree that the Company would be substantially harmed if Employee competes with the Company during employment with the Company or after termination of employment with the Company. Employee acknowledges this is particularly true here, as he is integrally involved in the research and development of the Company's Technology and Technology improvements. Therefore, in exchange for benefits provided to Employee hereunder, Employee agrees that during his employment with the Company and for a period of two (2) years after termination of such employment for any reason, Employee will not directly or indirectly, without the written consent of the Company: Render services to or for any Competing Organization or engage in any activity that competes with the Business of the Company or in any way assists any Competing Organization within any state in the United States or within any country in which the Company directly or indirectly markets or services products or provides services or reasonably intends such period to market or service products or provide services provided, however, that ownership of stock or other securities in a publicly held corporation, for which Employee's sole purpose is that of an investor, is not prohibited; During Employee's employment by the Company, Employee agrees not to plan or otherwise take any preliminary steps, either alone or in concert with others, to set up or engage in any business enterprise that would be in competition with the Company or to seek employment with a Competing Organization. In any way interfere or attempt to interfere with the Company's relationships with any of its current or potential customers; Hire, offer to hire, entice away, or in any other way persuade or attempt to persuade any employee, officer, agent, independent contractor, supplier, customer, or subcontractor of the Company to discontinue their relationship with the Company; and Vilify, criticize, or otherwise slander or defame the Business or business practices of the Company or its officers, directors, or employees. Employee further agrees that he will, prior to accepting employment with any new employer, inform that employer of his covenant not to compete and provide that employer with a copy of this Agreement. Consideration - Employee acknowledges and agrees that Company has invested a great deal of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services addition to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s his continued employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, he has been offered and has voluntarily accepted the following consideration for or on behalf of any Competitor. For purposes of this his agreements specified herein: Compensation payable in such amount as set forth herein in Section 4; The grant of incentive stock options as set forth in Section 4(c) herein and as reflected in Exhibit A, attached hereto; The severance allowance as set forth herein in at Section 5(d); and Access to the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx StoresCompany's Confidential Information.

Covenant Not to Compete. Employee acknowledges The Corporation and agrees the Executive acknowledge and agree that Company has invested as a great deal former executive officer of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secretsthe Trust, the Company’s employees, Executive has knowledge and experience in the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that business of the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement Trust and that the restrictions limitations on the Executive’s activities described in this Section 8 are reasonable and appropriate. The Executive shall not, either during the Term or during the period of two years from the time the Executive’s employment under this Agreement have been crafted (as narrowly the same may be extended) is terminated for any reason, engage in any business activities on behalf of any enterprise which competes with the Corporation in the business of the passive ownership of senior housing or health care facilities, or passive investing in or lending to health care-related enterprises, including, without limitation, medical office buildings, hospitals of any kind, independent living facilities, assisted living facilities, skilled nursing facilities, inpatient rehabilitation facilities, ambulatory surgery centers, active adult projects or any similar types of facilities or projects. The Executive will be deemed to be engaged in such competitive business activities if he participates in such a business enterprise as reasonably possible an employee, officer, director, trustee, executive, agent, partner, proprietor or other participant; provided that the ownership of no more than 2% of the stock of a publicly traded entity engaged in a competitive business shall not be deemed to protect Company’s legitimate be engaging in competitive business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of activities. Notwithstanding the foregoing, Employee nothing in this section shall restrict the Executive from becoming associated with a private law firm. The Executive agrees that he/she will he shall not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one two years from the time his employment under this Agreement ceases (1) year following the Separation Datefor whatever reason), and regardless solicit any employee or full-time executive of the reason Corporation for separationthe purposes of hiring or retaining such employee or executive. Notwithstanding the provisions of any other agreement between the Executive and the Trust, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by the LP or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of their affiliates, the duties and/or responsibilities Employee had with and/or performed for Company; parties agree that the provisions of any such other agreement that purport to restrict the business, employment or (b) perform investment activities of the Executive or provide any services which are impose confidentiality obligation on the same Executive shall be null and void and of no further force and effect as of the Effective Date and thereafter the provisions of Section 7 and this Section 8 shall be the sole provisions relating to restriction on the business, employment or substantially similar to business activities of the Executive or confidentiality obligations binding upon the Executive or enforceable against the Executive by the Corporation or any of the services which Employee performed its subsidiaries or provided for the Company, for or on behalf of any Competitor. For purposes of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storesaffiliates.

Covenant Not to Compete. Employee acknowledges covenants, warrants and agrees represents that during the Term of this Agreement and for the two (2) year period beginning with the Termination Date, that Employee (either personally, or through any individual, association, partnership, corporation or other entity) shall not: (i) engage directly or indirectly in any business activities which relate to the acquisition or management of dental practices (the "Designated Industry"); (ii) divert to any competitor of the Company has invested in the Designated Industry any potential dentist affiliate or potential employee of the Company; or, (iii) accept employment by any company which is a great deal competitor of time and money the Company in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below)the Designated Industry. The parties hereto acknowledge that Employee's non-competition obligations hereunder will not preclude Employee from owning less than 5% of the common stock of any publicly traded corporation conducting business activities in the Designated Industry. Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed bound by the provisions of this Section until their expiration and will not be entitled to any compensation from the Company with respect thereto. If at any time the provisions of this Section are determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section will be considered divisible and learn much information about Company’s businesswill become and be immediately amended to only such area, including valuable Confidential Information duration and Trade Secretsscope of activity as will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter. Employee agrees that the restrictions, the Company’s employeestime period and geographic scope contained in these restrictions are reasonable, valid and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantagebinding. Employee acknowledges and recognizes that enforcement of these convents will not interfere with his ability to pursue a proper livelihood. Employee recognizes and agrees that the restrictions contained in enforcement of this Agreement are is necessary to ensure the preservation and reasonable to protect Company’s legitimate continuity of the business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Stores.

Covenant Not to Compete. Employee acknowledges a. Subject to the specifics provided below, I agree that during the Severance Period I will not compete with the Company by providing “Competitive Services” to a “Prohibited Business.” The term “Competitive Services” shall mean services (whether as an employee, a consultant or otherwise and agrees regardless of job title or name of the organizational unit) that are the same or similar to the duties or services that I performed for or provided to the Company has invested during the last twelve (12) months of my employment. The term “Prohibited Business” means any healthcare supply chain services company, healthcare distribution company, manufacturer or distributor of clinical minor procedure kits and trays, or other company which is a great deal competitor of time the Company and money in developing relationships with its employeesprovides products or services that are similar or identical to those offered by the Company within the last twelve (12) months of my employment. Such Prohibited Businesses specifically include, customersbut are not limited to, Cardinal Health, Inc., and “Merchandise Vendors” (as defined below). Employee further acknowledges its subsidiaries and agrees affiliates; and Medline Industries, Inc., and its subsidiaries and affiliates; and any company engaged in any awardee convener or similar business that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, is competitive with the business of Fusion 5 Inc. b. Because the Company’s employeesbusiness competes throughout the United States, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light view of the foregoing, Employee agrees officer and senior management position that he/she will not, at any point during his/her employment I held with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, I agree that the obligations described in this Paragraph 6 and its subparagraphs will apply throughout the United States. I understand and agree that nothing in this Paragraph 6 shall prevent me from performing activities for or on behalf of a Prohibited Business that are not the same as or similar to the activities I performed for the Company. I also understand that nothing in this provision shall prevent my purchase or ownership of less than 2% of the securities of any Competitorclass of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934, whether or not such enterprise is engaged in a Prohibited Business. For purposes c. I understand that during the Severance Period I may engage in any business activity or gainful employment of any type and in any place except as described above. I acknowledge that I will be reasonably able to earn a livelihood without violating the terms of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx StoresAgreement. 7.

Covenant Not to Compete. Employee acknowledges and In consideration for the Purchase Price to be paid by Purchaser under Section 3 hereof, each Seller Entity agrees that Company has invested during the Restrictive Period applicable to it or him, it or he will not, directly or indirectly, within the Territory, engage in or have any interest in any Person (whether as a great securityholder, creditor or otherwise) that engages in any Restricted Activities. In particular, but without limitation, such Seller Entity will not, during the Restrictive Period applicable to it or him, (i) solicit of any Person any business involving Restricted Activities; (ii) cause, induce, or attempt to cause or induce any client, employee, consultant or other business relation of Purchaser to cease doing business with Purchaser or to deal with any competitor of time and money in developing relationships Purchaser or take any action with respect to any such client, employee, consultant or other business relation that could reasonably be expected to interfere with its employeesrelationship with Purchaser, customersin each case in connection with the Restricted Activities; or (iii) cause, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services induce or attempt to Companycause or induce any client, Employee has beenemployee, will be and will continue consultant or other business relation of Seller on the Closing Date or within the year preceding the Closing Date to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment cease doing business with Company and which it would be unfair to disclose to others, Purchaser or to use deal with any competitor of Purchaser or take any action with respect to Company’s disadvantageany such client, employee, consultant or other business relation that could reasonably be expected to interfere with its relationship with Purchaser, in each case in connection with the Restricted Activities. Employee Each Seller Entity acknowledges and agrees that the restrictions contained in provisions of this Agreement Section 4.1 are reasonable and necessary and reasonable to protect Companyand preserve Purchaser’s legitimate business interests and the value of the Purchased Assets and to prevent any unfair advantage being conferred on the Seller Entities. Notwithstanding anything to the contrary contained herein, a Seller Entity may own up to 1% of the capital stock of any entity engaged in its Trade Secretsany Restricted Activities that is publicly traded, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges provided that Employee’s skills, education and training qualify Employee to work and obtain employment which such Seller Entity does not violate this Agreement and that control, directly or indirectly, through one or more entities or groups (whether formal or informal), the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light voting or disposition of greater than 1% of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf aggregate beneficial ownership interest of any Competitor. For purposes of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storessuch entity.

Covenant Not to Compete. Employee acknowledges and agrees that Company has invested a great deal of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Exhibit 10.22 ​ Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Stores.

Covenant Not to Compete. Employee acknowledges and agrees that Company has invested a great deal of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX TJMAXX, HomeGoods, and Marshalls), Burlington Stores, Gabe’s/Rugged WearhouseGabe’s Stores, and Xxxx StoresRxxx Stores (including without limitation DD’s Discounts).

Covenant Not to Compete. Employee acknowledges and agrees that Company has invested a great deal of time and money in developing relationships with its employeesrecognized, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary Employer's customer and reasonable client lists and other records and information pertaining to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, Employer's customers, clients and “Merchandising Vendors.” business, as such lists, records and information may exist from time to time, as well as the respective customer and client lists and other records and information pertaining to the customer, clients and business of Employer, to which Employee has had access as an employee of Employer, are valuable, special and unique assets which constitute protectable interest of Employer. Employee further acknowledges recognizes, acknowledges, and agrees that Employee’s skills, education Employer's customer and training qualify client lists and other records and information pertaining to Employer's customers are not generally known to the public and have been subject to reasonable efforts by Employer to maintain their secrecy. Employee to work covenants and obtain employment which does not violate agrees that during the term of this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following from the Separation Datetermination of his employment unless Employee has been terminated without cause and Employer, and regardless of the reason for separation(2) directly or indirectly, Employee shall notrequest or advise any person, within any geographic area firm, company, partnership, corporation, trust, or entity who is in which Company does competition with Employer to withdraw, curtail or cancel business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for CompanyEmployer; or (b3) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or himself on behalf of any Competitorother person, firm, company, partnership, corporation, trust, or entity, actively engage, assist, or have any active interest in any business which is directly competitive with any aspect of the business of Employer, as presently conducted or as said business may evolve in the ordinary course between the date hereof and the termination of this Agreement. For purposes of this Section 4paragraph "competitive business" shall mean any business which is engaged in the apparel creation, design, production, marketing, distribution, or sales of golf apparel which Employer then sells, including, without limitation, the term “Competitor” companies listed on Exhibit "B". "A customer of Employer" shall mean only be any person or entity that has purchased goods from Employer in the following businesses, commonly known as: Cato, TJX twelve (including without limitation TJMAXX 12) month period prior to Employee's termination. Employee shall not be prohibited from working for a competitive business if it engages in the sale of other apparel and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx StoresEmployee works for such company division selling such other apparel.

Covenant Not to Compete. a. Employee acknowledges agrees that from the Effective Date through and including the nine (9) month period subsequent to the Final Payment Date (the “Non-Compete Term”) Employee: (i) will not directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any competing business that publishes technology-related content, provides purchase-intent data, or operates technology-related events and, in any case, derives its revenue from selling products and services similar to products and services offered by the Employer to customers and prospects similar to Employer’s own customers and prospects; (ii) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Employer (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s employment with the Employer); and (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the Employer. Employee understands that the restrictions set forth in this Section 10 are intended to protect Employer’s interest in its Confidential Information (as defined in Section 8(a) of the Employment Agreement) and established employee, customer and supplier relationships and goodwill, and agrees that Company has invested a great deal of time such restrictions are reasonable and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not appropriate for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantagethis purpose. Employee acknowledges and agrees that the restrictions contained specific companies listed in this Agreement the Employer’s most recent periodic filing are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” considered competitors of Employer. Employee further acknowledges that the specific companies listed as competitors create only a limited list of potential competitors and that other companies or entities may be deemed to be competitors based on the nature of their products and services and how they compete in the marketplace against Employer’s customers and prospects. At the Employee’s skillsrequest, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that Employer will update the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light listing of specific companies. Notwithstanding the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of the Executive may own up to one percent (1%) year following the Separation Date, and regardless of the reason for separation, Employee shall not, within any geographic area in outstanding stock of a publicly held corporation which Company does business at any time during Employee’s employment constitutes or is affiliated with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storescompeting business.

Covenant Not to Compete. Employee acknowledges and agrees that Company has invested As further consideration for the purchase price provided for in Paragraph 4 herein, Seller, for a great deal five-year period (the Non- Competition Period), shall not open, own, engage in, consult, promote, advise or otherwise operate in any manner, any form of time and money in developing relationships business which competes directly or indirectly with its employeesany pawnshop, customers, and “Merchandise Vendors” jewelry or firearms business (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secretscollectively, the Company’s employees"Specified Businesses") operated by Purchaser, in any area or location within a ten-mile radius of Seller's store located at 000 Xxxxx Xxxxxxx Xxx., Xxxx Xxxxxxx, CO, 80524 and Purchaser's stores. With respect to Customers, during the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to othersNon- Competition Period, Seller will not, directly or indirectly, make any statement, written or oral, or perform any other act or omission which is, or is likely to use be, materially detrimental to Company’s disadvantagethe goodwill of Purchaser. Employee acknowledges The parties hereto stipulate that Seller is presently connected with and agrees conducting the pawnshop business at the address stated above and that the restrictions contained in this Agreement restricted territory and Non-Competition Period specified herein are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secretsreasonable, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in are not oppressive to Seller and do not deprive the public of competition or of needed goods or services. The parties hereto further stipulate that this Agreement have been crafted as narrowly as reasonably possible restrictive covenant is necessary to protect Company’s legitimate the business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” that is being sold to Purchaser. In light the event that Seller violates or threatens to violate or cause Purchaser to believe Seller may violate any of the foregoingprovisions of this paragraph, Employee Seller specifically understands and agrees that he/she will notPurchaser shall be entitled to an injunction from any Court having competent jurisdiction to legally enforce the covenants and agreements stated herein, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar without prejudice to any of the duties and/or responsibilities Employee had with and/or performed for Company; other rights or (b) perform remedies which Purchaser may have and without the necessity of Purchaser having to allege or provide prove irreparable harm or injury or the absence of an adequate remedy at law. The existence of any services which are claim or cause of action of any kind of Seller against Purchaser, whether predicated in this Agreement or otherwise, shall not constitute a defense to the same as or substantially similar to any enforcement of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes of covenants in this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storesparagraph by Purchaser.

Covenant Not to Compete. Employee acknowledges hereby agrees, covenants and agrees that Company has invested a great deal of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In additionwarrants, for a period of one (1) year following from the Separation Date, and regardless expiration of the reason for separationterm of this Employment Agreement, Employee or one year after termination, whichever is earlier, that he shall not, within any geographic market, area in which or territory served by the Company does business at any time during Employee’s employment or the surviving entity of such Company's present offices or those it may hereafter open, directly or indirectly, solicit, contract, contact or consult with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities customers or accounts of the Company or those known to be in pursuit by the Company at the time of Employee's termination or become the employee of, or otherwise render services to, any enterprise which competes directly or indirectly with the customers or accounts of the Company or those known to be in pursuit by the Company at the time of Employees' termination. Employee had further agrees that such limitations as to the period of time, geographic area and types and scopes of restriction on his activities specified herein are reasonable and necessary for the protection of the goodwill and other business interests of the Company. However, should either the time period or the geographic area provided herein be deemed invalid or unenforceable in any respect, then Employee recognizes and agrees that a modification may be made to such time period or geographic area to protect the Company with and/or performed for Company; or (b) perform or provide respect to the purpose of this covenant not to compete. Employee recognizes and agrees that any services which are the same as or substantially similar to violation of any of the services which provisions contained herein will cause such damage or injury to the Company as would be irreparable and continuing and that the exact amount of such damage might be difficult or impossible to ascertain and that, for such reason, among others, the Company shall be entitled, as a matter of course, to recover from Employee performed an amount equal to five percent (5%) of the gross xxxxxxxx of the Company's former client, as billed by the Employee, his new employer, or provided any other person or entity wrongfully acquiring the Company's client, and also the Company shall be entitled to an injunction from any court of competent jurisdiction restraining any further violation of this covenant not to compete. Such right to any injunction shall be in addition to, and not in limitation of, any other rights and remedies the Company may have against Employee, including the right to recover damages for any breach of this covenant or other provisions of this Agreement. Should it become necessary for the Company to enforce the terms of this Agreement through injunctive or other proceedings, Employee hereby waives any and all claims, counterclaims or other causes of action assertable by them against the Company, for or on behalf of any Competitor. For purposes of including, but not limited to, claims that this Section 4, Agreement violates the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX Florida Free Enterprise and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx StoresAntitrust Act.

Covenant Not to Compete. Employee acknowledges and agrees Provided that the Company has invested a great deal of time paid Employee the salary and money Bonus (if earned) specified in developing relationships with its employees, customersSection 4 hereof in full during Employee's employment hereunder, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that has complied with such Section in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoingall other material respects, Employee agrees that he/she he will not, not at any point during his/her time within the one-year period immediately following the termination of Employee's employment with Companyhereunder (the "Non-Compete Term"), work for directly or indirectly engage in, or participate have any interest in, any person, firm, corporation or business (whether as an employee, officer, director, agent, secretary, holder, creditor, consultant or otherwise) that engages in any businessactivity which is directly competitive with any activity now engaged in by the Company (or any successor or successors of the Company) so long as the Company (or any successor) shall engage in this activity. Stock interest of under ten percent (10%) in a public corporation shall not be deemed to violate this Agreement. In the event of any failure of the Company to pay Employee's salary and Bonus (if earned) and otherwise comply with Section 4 in all material respects during the term hereof, enterprise, or endeavor that Employee shall not be bound by the non-compete covenant specified in the first sentence of this Section until such default is cured. This Section shall not apply to limit in any way competes with Employee's damages in the event of any aspect breach of this Agreement by the Company’s business or that otherwise conflicts with Company’s interests. In additionAs consideration for Employee's covenants under this Section 6.4, for a period of one the Company agrees to pay Employee, during the Non-Compete Term, (1a) year following the Separation Datesalary specified in Section 4.1 hereof, and (b) if Employee was receiving the Bonus at the time of the termination of Employee's employment hereunder, the Bonus specified in Section 4.2 hereof. These amounts (the "Non-Compete Payment") shall be paid to Employee during the Non-Compete Term in the same manner and frequency as Employee's salary and bonus was paid during Employee's employment. The parties agree that the Non-Compete Payment provided for hereby is in consideration for Employee's agreement to refrain from competing with Employer as provided above, and therefore Employer's obligation to make such Non-Compete Payment during the Non-Compete Term shall be absolute and unconditional, and such amounts must be paid regardless of any claim or dispute which may arise between Employer and Employee under the reason for separationEmployment Agreement or otherwise, so long as Employee complies with the non-compete covenant set forth above. The Non-Compete Payment shall not, within any geographic area in which Company does business be paid if Employee terminates his employment hereunder at any time during the term of his employment hereunder, the parties agreeing that the Company may not terminate Employee’s 's employment with Company: (a) become employed by or work hereunder for a “Competitor” (any reason whatsoever, other than as defined below) specified in Section 6.1 hereof. Neither party shall have any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes of obligation under this Section 4, 6.4 in the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storesevent of termination pursuant to Section 6.1.

Covenant Not to Compete. The Company and Employee acknowledges acknowledge and agrees agree that Employee's services will be of a special and unusual character which have a unique value to the Company has invested a great deal and OPEC, the loss of time which cannot be adequately compensated by damages in an action at law and, if used in competition with the Company or OPEC, could cause serious harm to the Company and money in developing OPEC. Further, Employee and the Company also recognize that an important part of Employee's duties will be to develop good will for the Company and OPEC through Employee's personal contact with individual and group subscribers of the Company's services, participants, agents and other Persons having business relationships with its employees, customersthe Company and OPEC, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Companythere is a danger that this good will, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, a proprietary asset of the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to othersOPEC, or to use to Company’s disadvantagemay follow Employee if and when his relationship with the Company is terminated. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoingAccordingly, Employee agrees that he/she will he shall not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor the time period that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, he is employed by the Company and for a period of one (1) year following from the Separation Date, and regardless date of the termination of such employment for any reason for separationwhatsoever, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to do any of the duties and/or responsibilities Employee following: (i) directly or indirectly, solicit or otherwise contact any Person who then receives or has the right to receive or at any prior time received or had with and/or performed the right to receive from the Company's engineering services (a "Subscriber") for the purpose of seeking to obtain any such Subscriber as a subscriber to or beneficiary of a similar business conducted by any Person other than the Company; (ii) directly or indirectly employ, hire or otherwise engage the services of or associate in any business with any Participant or other Person who is or has been employed by either the Company or OPEC, or any Affiliate of the Company or OPEC, unless such Participant or other Person shall have ceased to be employed by the Company or OPEC (as the case may be), or the Affiliate of the Company or OPEC, for at least one year, or (biii) perform engage, directly or provide indirectly, as a proprietor, stockholder, partner, director, officer, employee, independent contractor or otherwise in the business of providing services in competition with the Company in any state in which the Company provides its services which are on the same as or substantially similar to date Employee's employment with the Company is terminated for any of the services which Employee performed or provided for the Company, for or on behalf of any Competitorreason whatsoever. For purposes of this Section 48.a, "Person" means an individual, partnership, corporation, trust, unincorporated organization, government, or agency or political subdivision of a government and "Affiliate" has the meaning ascribed to such term “Competitor” shall mean only in Rule 405 promulgated under the following businessesSecurities Act, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storesas such rule is in effect on the date hereof.

Covenant Not to Compete. Employee As a material inducement for Buyer to enter into this Agreement, the EllisLab Shareholder covenants and agrees that for a period of two (2) years following the Effective Time (the “Non-Competition Period”), he shall not, directly or indirectly own, manage, operate, participate in, produce, represent, distribute and/or otherwise act on behalf of any person, firm, corporation, partnership or other entity which involves in the sale and marketing of content management software systems (the “Competitive Business”) anywhere in the world (collectively, the “Territory”); or hire any employee or former employee of Buyer, the Surviving Company, or Seller to perform services in or involving the Competitive Business, unless the individual hired shall have departed Buyer’s, the Surviving Company’s or Seller’s employment at least twelve (12) months prior to the hiring. The EllisLab Shareholder may hire a former employee within (12) months of former employees’ employment upon written consent of the Company. The EllisLab Shareholder further covenants and agrees that during the Non-Competition Period, he will not directly or indirectly solicit or agree to service for their benefit or the benefit of any third-party, any of Seller’s, Buyer’s, or the Surviving Company’s customers. Notwithstanding the foregoing, nothing in this Section 2.1 shall prohibit the EllisLab Shareholder from owning, managing, operating, participating in the operation of, or advising, consulting or being employed by any entity that is not involved in the Competitive Business, as long as such activities do not affect any responsibilities of employment or consultation at the Company or its subsidiaries, including the Surviving Company. The EllisLab Shareholder acknowledges and agrees that Company has invested a great deal of time Buyer will expend substantial time, talent, effort and money in developing relationships with its employeesmarketing, customerspromoting, managing, selling and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, otherwise exploiting the Company’s employees, businesses Buyer and the CompanySurviving Company operate, in part by virtue of Buyer’s “Merchandise Vendors,” acquisition of Seller pursuant to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to othersthis Agreement, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement EllisLab Shareholder is the only shareholder of Seller, that he are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement receiving a substantial benefit from the transactions contemplated hereunder and that the restrictions benefit received by Buyer and the EllisLab Shareholder in agreeing to be bound by this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade SecretsSection 2.1 are a material part of the consideration for the transactions contemplated by this Agreement. The Parties recognize that this Section 2.1 contains conditions, valuable Confidential Information and relationships and goodwill with its employees, customerscovenants, and “Merchandising Vendors.” In light time limitations that are reasonably required for the protection of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separationSurviving Company and Buyer. If any limitation, Employee covenant or condition shall notbe deemed to be unreasonable and unenforceable by a court or arbitrator of competent jurisdiction, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by then this Section 2.1 shall thereupon be deemed to be amended to provide modification of such limitation, covenant and/or condition to such extent as the court or work for a “Competitor” arbitrator (as defined belowapplicable) shall find to be reasonable and such modification shall not affect the remainder of this Agreement. The EllisLab Shareholder acknowledges that, in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar event the EllisLab Shareholder breaches this Agreement, money damages will not be adequate to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided compensate Buyer for the Companyloss occasioned by such breach. The EllisLab Shareholder therefore consents, for in the event of such a breach, to the granting of injunctive or on behalf other equitable relief against the EllisLab Shareholder by any court of any Competitor. For purposes of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storescompetent jurisdiction.

Covenant Not to Compete. Employee acknowledges and agrees that Company has invested a great deal of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. ​ Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” ​ In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Stores.. ​

Covenant Not to Compete. Employee acknowledges A restricted period (“Restricted Period”) shall exist during Employee’s continued employment hereunder and agrees that Company has invested a great deal during the twelve-month period following termination of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and for any reason other than a Change of Control in which it would be unfair to disclose to others, or to use to Company’s disadvantagecase the Restricted Period is three months. Employee acknowledges and agrees that the restrictions contained in During this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separationRestricted Period, Employee shall not, within any geographic area directly or indirectly, engage in which Company does business at any time during Employee’s employment or become associated with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any CompetitorCompetitive Activity. For purposes of this Separation Agreement: (i) a “Competitive Activity” means, as of the Termination Date, any business or other endeavor, in any jurisdiction, of a kind being conducted by Employer or any of its subsidiaries or affiliates (or demonstrably anticipated by Employer or its subsidiaries or affiliates); and (ii) Employee shall be considered to have become “associated with a Competitive Activity” if Employee becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, advisor, lender, or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding the foregoing, Employee may make and retain investments during the Restricted Period, for investment purposes only, in less than 5% of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if stock of such corporation is either listed on a national stock exchange or on the OTC Bulletin Board if Employee is not otherwise affiliated with such corporation. The Employee’s ownership of interests in oil and gas producing properties (whether a working interest, royalty interest, or other interest) acquired prior to the date hereof is not considered a Competing Activity. Employer and Employee agree to the following: this provision does not impose an undue hardship on Employee and is not injurious to the public; this provision is necessary to protect the business of Employer and its affiliates; the nature of Employee’s responsibilities with Employer under this Agreement require Employee to have access to Confidential Information, as such term is defined in Section 48 of this Agreement, which is valuable and confidential to all of the term “Competitor” shall mean only business; the following businessesscope of this Section 7 is reasonable in terms of length of time and geographic scope; and adequate consideration supports this Section 7, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storesconsideration herein.

Covenant Not to Compete. Employee acknowledges In exchange for the consideration described above and agrees that Company has invested a great deal in the Letter, I hereby agree, among other things, during the three year period following the termination of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s my employment with Company and which it would be unfair to disclose to othersthe Corporation, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she I will not, at any point during his/her employment on my own or in association with Companyothers, work for either be directly or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become indirectly employed by or work for engaged in or be associated with or tender advice or services as an employee, director, officer, advisor, partner, consultant or otherwise by or with a “Competitor” (as defined below) in . During that three year period, I also agree not to interfere with, disrupt, or attempt to interfere with or disrupt the relationship, contractual or otherwise, between the Corporation and any position customer, supplier or capacity involving duties and/or responsibilities which are the same as or substantially similar to any employee of the duties and/or responsibilities Employee Corporation with whom I had contact with and/or performed or responsibility for Company; or (b) perform or provide any services which are while I was employed by the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any CompetitorCorporation. For purposes of this Section 4Agreement, the term “Competitor” shall mean only The Boeing Company, General Dynamics Corporation, Northrop Grumman Corporation, the following businessesRaytheon Company, commonly known as: CatoUnited Technologies Corporation, TJX Honeywell International Inc. or any successor to all or part of the business of any such company as a result of a merger, reorganization, consolidation, spin-off, split-up, acquisition, divestiture, operation of law or similar transaction. Notwithstanding the foregoing, in the event that I am engaged as an employee, director, officer, advisor, partner, consultant or otherwise with an entity that at the time of such engagement is not affiliated with a Competitor and has not announced an intention or agreement to become affiliated with a Competitor, and subsequent to the date on which I become so engage the entity becomes an affiliate of or is acquired by a Competitor, I shall not be prohibited from continuing that engagement provided that the scope of my responsibilities may not be enlarged beyond the business of the entity with which I initially become so engaged. I understand and agree that the duration and area for which these restrictions are to be effective are fair and reasonable in light of the consideration paid under this Agreement. I agree and acknowledge that these restrictions are reasonably required for the protection of the Corporation’s legitimate business interests from unfair competition as a result of the high level executive and management positions I have held within the Corporation and my attendant access to and extensive knowledge of the Corporation’s confidential and proprietary property and information, including trade secrets, customer and supplier relationships and good will. I acknowledge that the Corporation’s remedies at law may be inadequate to protect the Corporation against any actual or threatened breach of the provisions of this Covenant Not To Compete, and, therefore, without prejudice to any other rights and remedies otherwise available at law or in equity (including without limitation TJMAXX and Marshallsbut not ADDENDUM A limited to, an action for damages), Burlington Storesthe Corporation shall be entitled to the granting of injunctive relief in its favor without proof of actual damages or the posting of any bond or other security and to specific performance of any such provisions of this Covenant Not To Compete. It is the desire and intent of the parties that the provisions of this Covenant Not to Compete shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, Gabe’s/Rugged Wearhouseif any particular portion of this Covenant Not to Compete is adjudicated to be invalid or unenforceable, and Xxxx Storesthis Covenant Not to Compete shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable (or in the case of the duration of the restrictions imposed by this Covenant Not to Compete, the period of these restrictions shall be shortened to the period that is determined to be permissible), such deletion (or modification) to apply only with respect to the operation of this Covenant Not to Compete in the particular jurisdiction in which such adjudication is made.

Covenant Not to Compete. Employee acknowledges and agrees that Company has invested a great deal During the term of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s my employment with Company Intraco Systems and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one year after termination of my employment, in exchange for payment to me by Intraco Systems within fourteen (114) days of my termination of employment for any reason in lump sum, less appropriate taxes, of my then applicable one year's annual base salary in addition to any other payment owed or due to me at that time, I shall not compete, directly or indirectly, with the Company, interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between the Company and any customer, client, supplier, consultant or employee of the Company, including, without limitation, employing or being an investor (representing more than a 5% equity interest) in, or officer, director or consultant to, any person or entity which employs any former key or technical employee whose employment with the Company was terminated after the date which is one year following prior to the Separation Datedate of termination of the employee's employment therewith. An activity competitive with an activity engaged in by the Company shall mean performing services specifically in the computer systems integration industry (whether as an employee, and officer, consultant, director, partner or sole proprietor) for any person or entity engaged in the business engaged in by the Company during the time of my relationship with the Company or at the time of my termination of my relationship with the Company. The Company understands my agreement not to compete after termination of my employment - for any reason - requires separate, additional payment to me in the amount of one year's annual base salary then in effect, regardless of the reason for separation, Employee my termination and/or any other obligation by the Company to provide payment to me. In the event of any conflict between my Employment Agreement and this Section 5 - Covenant Not to Compete - this provision shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are prevail. It is the same as or substantially similar to any desire and intent of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are parties that the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes provisions of this Section 4shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section shall be adjudicated to be invalid or unenforceable, this Section shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of this Section in the particular jurisdiction in which such adjudication is made. Nothing in this Section shall reduce or abrogate the employee's obligations during the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Stores.of this Agreement..

Covenant Not to Compete. Employee acknowledges and agrees You agree that Company has invested a great deal of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable our Confidential Information and Trade Secrets, the Company’s employeesis valuable to us, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s restrictions on your future employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are reasonably necessary in order for us to remain competitive in our business. You agree that during the course of your employment with the Company you have learned and reasonable will learn trade secrets and valuable confidential information of the Company, have developed and will develop substantial business relationships with specific customers and prospective customers or clients of the Company and entities doing business with the Company, including homeowners associations, and have developed and will develop goodwill on behalf of the Company in every geographic area in which the Company owns or manages properties or has plans to protect do so. You have participated and will participate in specialized training on behalf of the Company’s legitimate business interests . In consideration of our execution of the Employment Agreement and the compensation payable to you under the Employment Agreement, and in its Trade Secrets, valuable recognition of our heightened need for protection from abuse of relationships formed or Confidential Information garnered, you covenant and relationships agree that during the term of your employment agreement and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: after termination (a) become employed by or work for a “Competitor” (excluding your termination without Cause as defined below) therein), you will not directly or indirectly engage in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any _______ _______ Executive Company business of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, which shall include without limitation, timesharing, club or affiliates that (i) operate a timeshare, interval, points membership or vacation membership resort or (ii) have a marketing or sales office that engages in the business of the Company. You further agree that for a period of two (2) years following your separation from the Company, you shall not directly or indirectly, whether for pay or otherwise, alone or with or on behalf of others, (a) solicit or contact for the purpose of providing, or provide (regardless of whether you engaged in solicitations) business services of the same type provided by the Company to any Competitorhomeowners association with which you have conducted business or with which you have sought to do business on behalf of the Company; (b) divert or attempt to divert any homeowners association with which you have conducted business or attempted to conduct business on behalf of the Company to enter into business relationships with any individuals or entities of the same or similar type as the relationships with which they have conducted with the Company during your employment with the Company; (c) assist, encourage, or induce any homeowners association with which you have dealt on behalf of the Company during your employment with the Company to terminate or reduce its business relationship with the Company; (d) solicit or contact any members, prospective purchasers, guests and customers of the Company to reduce or terminate their relationship with the Company or to enter into relationships with individuals or entities performing or offering services in competition with the Company; (e) provide services to any prospective purchasers, guests and customers of the Company in competition with the Company; (f) solicit, recruit, or hire (whether as a consultant, employee, or independent contractor) any individual who is or who was in the six (6) months preceding the solicitation, recruitment, or hiring, a team member/employee of the Company; (g) assist other individuals or entities to do the acts set forth in this Section, In particular, you shall not perform business services for Starwood Property Management or Vacation Resorts International during the Restricted Period. For purposes It shall not be a defense to a claim of breach of this Section 4provision that any homeowners association, owner, prospective purchaser, or customer first contacted you to seek your services. These restrictions shall apply in any jurisdiction and location in which the term “Competitor” Company currently conducts or has active plans to conduct business, Further, following your separation, you agree that you shall mean only not use or disclose any confidential information or trade secrets of the following businessesCompany without written authorization of the Company or as required by law and shall not make false or defamatory statements regarding the Company, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouseits business, and Xxxx Storesits officers, directors and employees. To the extent that you have any questions as to whether any of these restrictions apply to any specific employment or business opportunity you wish to consider you shall contact the Chief Executive Officer in writing setting forth the activities in which you wish to engage and seeking a determination of whether the Company views such proposed activities as being prohibited by this Agreement. You agree that these prohibitions do not prohibit you from earning a living subject to the obligations contained in this Agreement.

Covenant Not to Compete. Employee acknowledges and agrees that Company has invested a great deal of time and money in developing relationships with its employees, customersAs additional consideration to CNB for entering this Agreement, and “Merchandise Vendors” (as defined for granting the severance payment described in Section 7 below). Employee further acknowledges and agrees , which is a new benefit, Officer covenants that in rendering services to Companyhe shall not compete against CNB, Employee has beenits parent, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to othersaffiliates, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate subsidiaries, either directly or indirectly, by taking employment, gratuitously assisting or serving as an independent contractor, consultant, partner, director or officer with a competitor of CNB, or starting his own business interests in its Trade Secretswhich would compete directly or indirectly with CNB, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement or have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate a material interest in any business, enterprisecorporation, partnership, LLC, savings and loan, bank, financial institution, brokerage, or endeavor that other venture which competes directly or indirectly with CNB (except for holdings of no greater than 1% of the total outstanding shares in any way competes with any aspect a publicly-traded company) while he is employed by CNB and until the expiration of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Datedate on which Officer is last employed by CNB. For the purpose of defining and enforcing this covenant, and regardless of CNB’s competitors will be identified at the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s the Officer terminates employment with Company: (a) become employed by CNB. This determination shall be based on CNB’s market area and CNB’s plans for expansion or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are acquisition into other market areas at the same as or substantially similar to any of time the duties and/or responsibilities Employee had Officer terminates employment with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any CompetitorCNB. For purposes of the foregoing sentence, the market area shall be considered to be the twenty-five (25)-mile radius of any location, branch, or division of CNB, its parent, affiliates, or subsidiaries. The Parties further agree that Officer’s covenant not to compete shall apply in the event of his regular retirement or voluntary termination of his employment hereunder. Officer agrees in this regard that the security provided by this Agreement is adequate consideration for his covenant not to compete. Officer agrees that the relevant public policy and legal aspects of covenants not to compete have been discussed with him and that every effort has been made to limit the restrictions placed upon Officer to those that are reasonable and necessary to protect CNB’s legitimate interests. Officer acknowledges that, based upon his education, experience, and training, the non-compete and non-solicitation provisions of this Section 46 will not prevent Officer from earning a livelihood and supporting Officer and his family during the relevant time period. The existence of a claim, charge, or cause of action by Officer against CNB or any of its affiliates shall not constitute a defense to the enforcement by CNB of the foregoing restrictive covenants, but such claim, charge, or cause of action shall be litigated separately. If any restriction set forth in this Section 6 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, the term “Competitor” shall mean court is hereby expressly authorized to modify this Agreement or to interpret this Agreement to extend only over the following businessesmaximum period of time, commonly known as: Catorange of activities, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storesor geographic areas as to which it may be enforceable.

Covenant Not to Compete. Employee For a period of five (5) years after the date of Closing, Seller agrees that, unless acting with the prior written consent of Buyer, Seller will not, anywhere within the United States, directly or indirectly (through any corporation, partnership, trust or otherwise), engage in the business previously conducted by Access Retail including merchandise planning. It being expressly acknowledged by Buyer that Seller is, and will continue to be, engaged in other product lines involving inventory management, and that, except as expressly provided herein, nothing herein contained shall be construed so as to limit Seller's present or future business activities with respect to any of Seller's presently existing product lines other than the Business. This prohibition includes owning, managing, operating, financing, joining, controlling or participating in the ownership, management, operation, financing or control of any business which provides such merchandise planning, or acting as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise of such business. Seller acknowledges and agrees that Company has invested a great deal part of time the Purchase Price is consideration for the foregoing noncompete restriction and money is reasonable and necessary to protect the legitimate interest of Buyer and that Buyer would not have entered into this Agreement in developing relationships with its employees, customersthe absence of such restriction. Any violation of this covenant will result in irreparable injury to Buyer, and “Merchandise Vendors” (the remedy at law for any breach of the foregoing covenant will be inadequate, and in the event of any such breach, Buyer, in addition to any other relief available to it, shall be entitled to temporary injunctive relief before trial from any court of competent jurisdiction as defined below)a matter of course. Employee Seller further acknowledges and agrees that Buyer shall be entitled to an equitable accounting of all earnings, profits and other benefits arising from such breach and further agrees to pay the reasonable legal fees and expenses incurred by Buyer or any successor or assign thereof in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that enforcing the restrictions contained in this Agreement are necessary and reasonable Article 8. Neither the sale to protect Company’s legitimate business interests in its Trade SecretsBuyer of customer lists, valuable Confidential Information data and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in provided at Section 1.1(h)), nor this Article 8, nor any position or capacity involving duties and/or responsibilities which are the same as or substantially similar other provision hereof, shall prevent Seller from continuing to sell, market and distribute goods and services with respect to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar Seller's presently existing product lines from other divisions of Seller to any of the services which Employee performed person or provided for the Company, for or on behalf entity who was a customer of any Competitor. For purposes such other division of this Section 4, Seller at or prior to the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx StoresClosing.

Covenant Not to Compete. Employee acknowledges and ITW agrees that Company has invested a great deal of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will shall not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one five (15) years from and after the Closing Date, as defined in the Purchase Agreement, carry on, engage in or control any business which competes with the business of the Division as conducted immediately prior to Closing in the jurisdictions where the Business is carried on at Closing. The "business" of the Division shall refer to the manufacturing and selling of cast urathane parts and coatings for equipment and structural surfaces. (the "Business"). Nothing in this Agreement or the Purchase Agreement shall prevent ITW from acquiring and then being engaged in or carrying on the whole or part of a business that includes activities the carrying on of which would otherwise amount to a breach of the undertaking contained in this Agreement or Section 4.1.4 of the Purchase Agreement if the annual turnover of such activities does not amount to ten (10) percent or more of the aggregate annual turnover of the business concerned. In the event of a purchase of a business during the five (5) year following time period referred to above, ITW shall promptly notify IRP of said purchase. Within thirty (30) days of said notification, IRP may elect to purchase said business by written notice to ITW. The Purchase Price for the Separation Datebusiness shall be the Purchase Price paid by ITW for said business, together with all costs and regardless expenses incurred in connection with said purchase. To the extent the parties cannot agree upon a Purchase Price within thirty (30) days of IRP's election of its purchase right, then the reason Chicago office of a big five public accounting firm selected by the parties shall be employed as arbitrator hereunder to determine the Purchase Price due and payable for separation, Employee the business. The arbitrating accountant's determination with respect to any dispute shall be in writing and shall be final and binding upon the parties hereto. This covenant not, within any -to-compete shall extend to each geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (IRP carries on the Business as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any date hereof. The time period, geographical area and scope of the services which Employee performed restrictions on ITW's activities hereunder are divisible so that if any provision of the preceding paragraph is held invalid or provided for unenforceable, such provision shall be automatically modified to the Company, for or on behalf of any Competitorextent necessary to render such provision valid and enforceable. For purposes of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Stores.

Covenant Not to Compete. In consideration for the term of employment, salary and benefits paid to the Employee acknowledges and by the Company as described herein, Employee agrees that during the term of his employment hereunder and for the two-year period following termination of his employment he will not solicit the customers of the Company, or directly or indirectly solicit for employment any employees of Company. For purposes hereof, "Company" shall include any entity into which the Company has invested a great deal may be merged or to which substantially all the business and assets of time and money in developing relationships with its employees, customersthe Company are transferred, and “Merchandise Vendors” (as defined below)shall include all affiliates of the Company at the date of termination. For purposes hereof, "affiliate" shall include any business controlling, controlled by, or under common control with the Company and its successors. Employee further acknowledges has carefully read and agrees that in rendering services to Companyconsidered the provisions of this paragraph and, Employee has beenhaving done so, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement set forth therein, including, but not limited to, the time period of restriction and geographical areas of restriction, are necessary fair and reasonable to protect and are reasonably required for the protection of the interests of the Company’s legitimate business interests in its Trade Secrets. If, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of notwithstanding the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties provisions hereof shall be held to be invalid or unenforceable, the remaining provisions shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable parts had not been included. In the event that any provision relating to the time period and/or responsibilities Employee had with the areas of restriction and/or performed for Company; related aspects shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, the time period and/or areas of restriction and/or related aspects deemed reasonable and enforceable by the court shall become the maximum restriction in such regard, and the restriction shall remain enforce able to the fullest extent deemed reasonable by such court. In the event of a breach or (b) perform or provide any services which are the same as or substantially similar to threatened breach of any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes of this Section 4covenants herein, the term “Competitor” Company shall mean only have the following businessesright to seek equitable relief, commonly known as: Catoincluding specific performance by means of an injunction against the Employee and against the Employee's partners, TJX (including without limitation TJMAXX agents, representatives, servants, employers, employees, and/or any and Marshalls)all persons acting directly or indirectly by or with it or them, Burlington Storesto prevent or restrain any breach or further breach. In the event Company obtains any such equitable relief, Gabe’s/Rugged Wearhousethe party against whom relief is obtained shall reimburse Company for its reasonable attorney's fees and costs related thereto. If the Company fails to obtain equitable relief, the Company shall reimburse the Employee for his reasonable attorney's fees and Xxxx Storescosts related thereto.

Covenant Not to Compete. Employee acknowledges (a) The Corporation is, or in the future may ----------------------- be, engaged in the business of developing producing, and agrees that Company has invested a great deal marketing fine wire and related products used or useful in the semi-conductor industry (the Fine Wire Business"). The employee may have access to all the Corporation's records, will have direct dealings with customers of time the Corporation, may engage in sales solicitations and money be directly responsible for maintaining and fostering in developing sales customer relationships with its employeesby, among other things, advising customers, responding to customer inquiries and “Merchandise Vendors” (as defined below)supervising other employees' dealings with customers. The Employee further acknowledges and agrees that in rendering services to Company, Employee has been, he will be intimately involved in and will continue to be exposed to familiar with the Corporation's methods and learn much information about Company’s costs of doing business, including pricing, product and concept development, and strategic planning all of which encompass valuable Confidential Information propriety and Trade Secretsconfidential information or trade assets developed by and for the Corporation. In order to protect the Corporation's investment in the foregoing matters and the Corporation's goodwill, and in consideration of the Corporation's employment of the Employee hereunder, the Company’s employeesEmployee agrees that as long as the Employee remains employed by the Corporation and for five (5) years after the Employee's termination of employment for whatever reason, and the Company’s “Merchandise Vendors,” Employee agrees not to which Employee would not have access if not for Employee’s employment engage in any manner in the Fine Wire Business or in any business that is competitive with Company and which it would be unfair to disclose to othersthe Fine Wire Business, directly or indirectly, either on his own account or while employed by or associated with another corporation, partnership, individual; or other entity, or while acting as an independent contractor or consultant to use to Company’s disadvantageor for any corporation, partnership, individual other entity. In the event the Employee breaches this covenant for any period of time, the covenant will not expire five (5) year after termination of his employment, but shall be extended for the same period of time that he was in breach. The Employee acknowledges and agrees that this covenant not to compete is a reasonable protection of the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business Corporation's interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions Employee enters into this covenant willingly in order to secure the benefits of this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customersAgreement, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interestsintends to be legally bound hereby. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. For purposes The provisions of this Section 413 shall be restricted to those countries, including the United States, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx StoresCorporation sells its products or otherwise countries its business.

Covenant Not to Compete. Employee The Executive acknowledges and agrees that the business of the Company is global in scope. The Executive further acknowledges and agrees that during the course of her employment with the Company she has invested and will continue to learn confidential information relating to the Company and its business and business strategies and has and will continue to develop business relationships on behalf of the Company at the Company’s expense. The Executive further acknowledges and agrees that if she were to divert this information and the relationships to a great deal competitor, the Company would suffer irreparable harm to its business and goodwill in an amount that cannot be readily quantified. The Executive further acknowledges and agrees that this Agreement modifies certain terms of time the Existing Employment Agreement and money constitutes adequate consideration for the restrictive covenants set forth in developing relationships with this Section 2.2 and in Section 2.3. Notwithstanding the foregoing, the provisions of this Section 2.2 are intended to be a continuation of the Executive’s obligations under Section 2.2 of the Existing Employment Agreement and the Executive acknowledges that she previously received substantial consideration in exchange for her agreement to be bound by such obligations. In addition, the Executive agrees that the restrictive covenants set forth in Sections 2.2 and 2.3 are reasonable and necessary for the protection of the legitimate business interests of the Company and its employeessubsidiaries and that the Company would not enter into this Agreement if the Executive did not agree to be bound by such restrictive covenants. Accordingly, customers, the Executive agrees that during the Term and “Merchandise Vendors” the Noncompetition Period (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employeesExecutive shall not engage in competition with the Company and/or any of its Affiliates (as defined below), and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to otherseither directly or indirectly, in any manner or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained capacity, as adviser, principal, agent, Affiliate, promoter, partner, officer, director, employee, stockholder, owner, co-owner, consultant or member of any association or otherwise, in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light any phase of the foregoingbusiness of developing, Employee agrees licensing, manufacturing, distributing or marketing of products or services that he/she will not, at any point during his/her employment with Company, work for or engage or participate are in any business, enterprise, or endeavor that in any way competes with any aspect the same Field of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” Use (as defined below) in any position or capacity involving duties and/or responsibilities which are otherwise in competition with the same as actual or substantially similar to any reasonably anticipated products or services of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are Company at the same as or substantially similar to any time of the services which Employee performed or provided for her separation from the Company, for or on behalf except with the prior written consent of any Competitorthe Board. For purposes of this Agreement: (i) “Noncompetition Period” means the period of twenty-four (24) months following the termination of the Executive’s employment for any reason; and (ii) “Field of Use” means companion animal therapeutic products marketed, developed or manufactured by the Company, including any potential products with respect to which the Company is actively engaged in in-licensing discussions as of the commencement of the Noncompetition Period, or such products known to the Executive to be under development by the Company. The Executive acknowledges and agrees that because of the global scope of the Company’s business, this restriction shall cover the United States of America and Europe. For purposes of this Agreement, “Affiliate” means, with respect to any specific entity, any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified entity. Ownership by the Executive in professionally managed funds over which the Executive does not have control or discretion in investment decisions or as a passive investment of less than two percent (2%) of the outstanding shares of capital stock of any corporation identified on Exhibit C attached hereto or with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute a breach of this Section 42.2. In the event the terms of this Section 2.2 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the term “Competitor” maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. The Company and the Executive understand and agree that the Executive may experience changes in terms and conditions of employment, including but not limited to changes in compensation and benefits, job title, reporting responsibilities, job scope and work duties, subject to the terms of this Agreement. The Executive acknowledges and agrees that such changes are not intended to affect the enforceability of the restrictive covenants contained in this Section 2.2 and Section 2.3, which restrictive covenants shall mean only remain in force and effect unless altered by a further written agreement signed by the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX Executive and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storesthe Company.

Covenant Not to Compete. Employee acknowledges The Corporation and agrees the Consultant acknowledge and agree that Company has invested as a great deal former executive officer of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secretsthe Trust, the CompanyConsultant has knowledge and experience in the business of the Trust and that the limitations on the Consultant’s employees, activities and the Companypayments described in this Section 7 are reasonable and appropriate. The Consultant shall not, either during the Term or during the period of two years from the time the Consultant’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in services under this Agreement are necessary and reasonable terminated for any reason, engage in any business activities on behalf of any enterprise which competes with the Corporation in the business of the passive ownership of senior housing or health care facilities, or passive investing in or lending to protect Company’s legitimate senior housing or health care-related enterprises, including, without limitation, medical office buildings, hospitals of any kind, independent living facilities, assisted living facilities, skilled nursing facilities, inpatient rehabilitation facilities, ambulatory surgery centers, active adult projects or any similar types of facilities or projects. The Consultant will be deemed to be engaged in such competitive business interests activities if he participates in its Trade Secretssuch a business enterprise as an employee, valuable Confidential Information and relationships and goodwill with its employeesofficer, customersdirector, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skillstrustee, education and training qualify Employee to work and obtain employment which does not violate this Agreement and consultant, agent, partner, proprietor or other participant; provided that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light ownership of no more than 2% of the foregoing, Employee agrees that he/she will stock of a publicly traded entity engaged in a competitive business shall not be deemed to be engaging in competitive business activities. The Consultant shall not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one two years from the time his services under this Agreement cease (1) year following the Separation Datefor whatever reason), and regardless solicit any employee or full-time consultant of the reason Corporation for separationthe purposes of hiring or retaining such employee or consultant other than Xxxxxx X. Xxxxxx, Employee shall notin his capacity as an attorney. Notwithstanding the foregoing, within any geographic area in which Company does business the Consultant may solicit, hire or retain either Xxxxxx X. Xxxxxx or Xxxxx Xxxxxx at any time during Employee’s employment with Company: (a) become after they cease to be employed by the Corporation. In consideration for compliance with this covenant, the Consultant will receive a payment of $75,000 each quarter with the first quarterly payment commencing on the date the Consultant’s services are terminated under this Agreement for any reason, including expiration of the Term or work disability (but not death) and continuing for seven consecutive quarters thereafter, for a “Competitor” total of eight consecutive quarterly payments. The quarterly payments (as defined belowother than the first quarterly payment) in shall be made to the Consultant within sixty (60) days following the end of each quarter. Notwithstanding the provisions of any position other agreement between the Consultant and the Trust, the LP or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of their affiliates, including but not limited to Sections 7 and 8 of the duties and/or responsibilities Employee had with and/or performed for Company; Employment Agreement dated February 21, 2005 between the Consultant and the Trust and the LP, the parties agree that the provisions of any such other agreement that purport to restrict the business, employment or (b) perform investment activities of the Consultant or provide any services which are impose confidentiality obligations on the same Consultant shall be null and void and of no further force and effect as of the Effective Time and thereafter the provisions of Section 6 and this Section 7 shall be the sole provisions relating to restriction on the business, employment or substantially similar to business, the Trust, the LP activities or confidentiality obligations binding upon the Consultant or enforceable by the Corporation or any of the services which Employee performed their subsidiaries or provided for the Company, for or on behalf of any Competitor. For purposes of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storesaffiliates.

Covenant Not to Compete. Employee acknowledges As a material inducement for Optioniee to enter into this Agreement, and issue the Option, the Optionee hereby agrees that for a period of two (2) years following the date hereof (the “Non-Competition Period”), he shall not, directly or indirectly own, manage, operate, participate in, produce, represent, distribute and/or otherwise act on behalf of any person, firm, corporation, partnership or other entity which involves in the sale and marketing of content management software systems (the “Competitive Business”) anywhere in the world (collectively, the “Territory”); or hire any employee or former employee of the Company. Merger Sub, or Seller, Inc. to perform services in or involving the Competitive Business, unless the individual hired shall have departed the Company’s, Seller’s or Merger Sub’s employment at least twelve (12) months prior to the hiring. The Optionee may hire a former employee within (12) months of former employees’ employment upon written consent of the Company. The Optionee further covenants and agrees that Company has invested a great deal during the Non-Competition Period, he will not directly or indirectly solicit or agree to service for their benefit or the benefit of time and money in developing relationships with its employeesany third-party, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secretsany of Seller’s, the Company’s employees, and Merger Sub or the Surviving Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others(as defined in the Merger Agreement) customers. Notwithstanding the foregoing, nothing in this Section shall prohibit the Optionee from owning, managing, operating, participating in the operation of, or to use to Company’s disadvantageadvising, consulting or being employed by any entity that is not involved in the Competitive Business, as long as such activities do not affect any responsibilities of employment or consultation at the Company or its subsidiaries, including the Merger Sub or the Surviving Company (as defined in the Merger Agreement). Employee The Optioneee acknowledges and agrees that the restrictions contained Company will expend substantial time, talent, effort and money in marketing, promoting, managing, selling and otherwise exploiting the businesses the Company and the Merger Sub or the Surviving Company operate, in part by virtue of the Company acquisition of Seller pursuant to this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade SecretsAgreement, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this he is receiving a substantial benefit from the transactions contemplated by the Merger Agreement and that the restrictions benefit received by the Company and the Optionee in agreeing to be bound by this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade SecretsSection is a material part of the consideration for the transactions contemplated by this Agreement. The Optionee recognize that this Section contains conditions, valuable Confidential Information and relationships and goodwill with its employees, customerscovenants, and “Merchandising Vendors.” In light time limitations that are reasonably required for the protection of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separationMerger Sub, Employee shall not, within any geographic area in which Surviving Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined belowin the Merger Agreement) and the Company. If any limitation, covenant or condition shall be deemed to be unreasonable and unenforceable by a court or arbitrator of competent jurisdiction, then this Section shall thereupon be deemed to be amended to provide modification of such limitation, covenant and/or condition to such extent as the court or arbitrator (as applicable) shall find to be reasonable and such modification shall not affect the remainder of this Agreement. The Optionee acknowledges that, in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar event the Optionee breaches this Agreement, money damages will not be adequate to any of compensate the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided Company for the Companyloss occasioned by such breach. The Optionee therefore consents, for in the event of such a breach, to the granting of injunctive or on behalf other equitable relief against the Optionee by any court of any Competitor. For purposes of this Section 4, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx Storescompetent jurisdiction.

Covenant Not to Compete. Employee acknowledges Consultant hereby agrees, covenants and agrees that Company has invested a great deal of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In additionwarrants, for a period of one twelve (112) year following months from the Separation Date, and regardless expiration of the reason for separationterm of this Agreement or termination, Employee that he shall not, within any geographic market, area in which or territory served by the Company does business at any time during Employee’s employment or the surviving entity of such Company's present offices or those it may hereafter open, directly or indirectly, solicit, contract, contact or consult with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had customers or accounts of the Company or those known to be in pursuit by the Company at the time of Consultant's termination or become the Consultant of, or otherwise render services to, any enterprise which competes directly or indirectly with and/or performed the customers or accounts of the Company or those known to be in pursuit by the Company at the time of Consultants' termination. Consultant further agrees that such limitations as to the period of time, geographic area and types and scopes of restriction on his activities specified herein are reasonable and necessary for the protection of the goodwill and other business interests of the Company; . However, should either the time period or (b) perform the geographic area provided herein be deemed invalid or provide unenforceable in any services which are respect, then Consultant recognizes and agrees that a modification may be made to such time period or geographic area to protect the same as or substantially similar Company with respect to the purpose of this covenant not to compete. Consultant recognizes and agrees that any violation of any of the services which Employee performed provisions contained herein will cause such damage or provided injury to the Company as would be irreparable and continuing and that the exact amount of such damage might be difficult or impossible to ascertain and that, for such reason, among others, the Company shall be entitled, as a matter of course, to recover from Consultant an amount equal to five percent (5%) of the gross xxxxxxxx of the Company's former client, as billed by the Consultant, his new employer, or any other person or entity wrongfully acquiring the Company's client, and also the Company shall be entitled to an injunction from any court of competent jurisdiction restraining any further violation of this covenant not to compete. Such right to any injunction shall be in addition to, and not in limitation of, any other rights and remedies the Company may have against Consultant, including the right to recover damages for any breach of this covenant or other provisions of this Agreement. Should it become necessary for the Company to enforce the terms of this Agreement through injunctive or other proceedings, Consultant hereby waives any and all claims, counterclaims or other causes of action assertable by them against the Company, for or on behalf of any Competitor. For purposes of including, but not limited to, claims that this Section 4, Agreement violates the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX Texas Free Enterprise and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, and Xxxx StoresAntitrust Act.

Covenant Not to Compete. Employee acknowledges and agrees that Company has invested a great deal of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she during the Employment Term Employee will notnot provide Activation Therapy services from an office, at any point hospital or health care facility located within a thirty five (35) mile radius (the “Restricted Area”) form Employer’s Practice; provided, however, that so long as Employee provides Services for the number of Patients required or committed to by Employee pursuant to Exhibit “A”, Employee may perform Activation Therapy services for parties other than Employer during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor the Employment Term and thereafter. Employee agrees that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, during the Employment Term and for a period of one (1) year following the Separation Date, and regardless after termination or non-renewal of the reason for separationEmployment Term (the “Restricted Period”), Employee shall will not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become solicit, directly or indirectly, for Activation Therapy services by physician, or by any other doctor or physical therapist other than those employed by or work for a “Competitor” who are shareholders of Employer, any persons who were Patients of Employer during the Employment Term; (as defined belowb) solicit, divert, take away, interfere with, or attempt to induce any physicians, agent or Referral Source of Employer to leave Employer’s employ or other relationship with Employer in order to participate in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had Activation Therapy business competitive with and/or performed for CompanyEmployer; or (bc) perform either directly or provide indirectly, become an owner, investor or shareholder in, or in any services which are other manner affiliate with, any business entity, individual, or office providing Activation Therapy anywhere within the same as Restricted Area, other than taking such activities in Employer itself or substantially similar in any affiliates Employer. Notwithstanding the foregoing provisions to the contrary, nothing in this Agreement shall prevent Employee from practicing medicine in any way other than Activation Therapy services. If the original Employment Term is terminated prior to the first one (1) year of the services which Employee performed or provided Employment Term for any reason other than the Company, for or on behalf of any Competitor. For purposes breach of this Section 4Agreement by Employee, then the one (1) year restriction period referred to in this Paragraph shall be reduced to match the length of the initial Employment Term. The Company understands that the Employee is also employed by Axiom Health Group, LLC at the time of execution of this Agreement. Employee has agreed that no later than two weeks prior to the opening of the Diabetic Treatment Centers of America Clinic in Salt Lake City, the term “Competitor” shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX Employee will terminate his employment with Axiom and Marshalls), Burlington Stores, Gabe’s/Rugged Wearhouse, Employee understands that failure to do so would cause significant damage to Employer. Employee agrees that all provisions and Xxxx Storesterms and conditions of this Agreement are in full force and effect.

Covenant Not to Compete. Employee acknowledges hereby covenants and agrees that Company has invested a great deal of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year three years following the Separation Date, and regardless of Termination Date (the reason for separation“Term”), Employee shall notnot be engaged within the United States, within either directly or indirectly, in any geographic area manner or capacity, whether as an advisor, principal, agent, partner, officer, director, employee, member of an association, or otherwise, in any business or activity which is competitive with the business being conducted by the Company does business at any time during Employee’s employment with Company: or its subsidiaries or affiliates on the Termination Date (a) become employed by or work for a “Competitor” (as defined below) Competitive Business”), or own beneficially or of record, five percent or more of the outstanding stock of any class of equity securities in any position corporation, other business entity or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitorbusiness engaged in a Competitive Business. For purposes of this Section 4Agreement, the term a “CompetitorCompetitive Business” shall mean only include the following businesses: Specialty retail pharmacy sales; sales of specialty prescription medications to enrollees of third party payors through national mail service distribution, commonly known as: Catoincluding to enrollees of health insurers, TJX HMO’s, TPA’s, self funded employer groups, affinity marketers and other discount payors by or through mail, overnight courier or other express delivery service to the enrollees,’ whether to them at their homes or to their physicians’ offices for administration; pharmacy benefit management (“PBM”) products and/or services, traditional mail order sales distribution (that is, the sale of traditional maintenance medications, typically but not exclusively tablets and capsules to PBM enrollees of third party payors, including health insurers, HMO’s, TPA’s, self funded employer groups, affinity marketers and other discount payors and payors by or through mail service, including Medicaid and Medicare; and the dispensing and administration of infusion and/or injectable prescription medications to patients in their homes, at outpatient infusion centers (including without limitation TJMAXX physician office, off site or hospital) and Marshalls)any and all other businesses that the Company is engaged in as of the Termination Date. In addition, Burlington Storesduring the Term, Gabe’s/Rugged WearhouseEmployee shall not solicit, and Xxxx Storesdirectly or indirectly, any then current employee of the Company for employment or engagement in any capacity outside of the Company, its subsidiaries or affiliates, or solicit any customers of the Company to change or reduce in any way the amount of business that they do with the Company or to do business with a competitor of the Company, its subsidiaries or affiliates.