Common use of COVENANTS OF NON-COMPETITION AND NON-SOLICITATION Clause in Contracts

COVENANTS OF NON-COMPETITION AND NON-SOLICITATION. The Employee acknowledges that the Employee’s services pursuant to this Agreement are unique and extraordinary, that the Company will be dependent upon the Employee for the development and growth of its business and related functions, and that the Employee will continue to develop personal relationships with significant customers of the Company and to have control of confidential information concerning, and lists of customers of, the Company. The Employee further acknowledges that the business of the Company is international in scope and cannot be confined to any particular geographic area of the United States. For the foregoing reasons, the Employee covenants and agrees that at no time during the Restriction Period (as defined below) shall the Employee either alone or as a stockholder, partner, consultant, owner, agent, creditor, co-venturer of any other entity or in any other capacity, directly or indirectly, engage in the Business (as defined below); provided that nothing herein shall prohibit the Employee from being an owner of not more than 5% of the outstanding stock of any class of a corporation which is publicly traded, so long as the Employee does not actively participate in the business of such corporation. For the purpose of this Paragraph 7(c), the “Business” means the business of developing, manufacturing and marketing high temperature superconductivity products designed to enhance the quality, capacity, coverage and flexibility of cellular, personal communication services and other wireless telecommunications services. For the reasons acknowledged by the Employee at the beginning of this Paragraph 7(c), the Employee additionally acknowledges, covenants, and agrees that at no time during the Term nor during the period commencing on the date of termination of the Employee’s employment with the Company and ending the day following the first anniversary of the date of termination of the Employee’s employment with the Company for any reason, shall the Employee, directly or indirectly, either alone or as a stockholder, partner, consultant, adviser, owner, agent, creditor, co-venturer of any other entity, or in any other capacity, (i) knowingly sell to or solicit sales of products produced in the Business to any customer or account which was a customer or account of the Company during the Employee’s employment with the Company, or (ii) (other than through general, non targeted advertisements) intentionally solicit, hire, knowingly attempt to solicit or hire, or knowingly participate in any attempt to solicit or hire any person who was an employee of the Company or any of its Affiliates during the Employee’s employment with the Company. For purposes of this Agreement, the Restriction Period means the Term and the period commencing on the date of termination of the Employee’s employment with the Company and ending the day following the first anniversary of the date of termination of the Employee’s employment with the Company for any reason; provided that the Company may elect to extend the Restriction Period for up to one (1) year beyond the first anniversary of the date of termination of the Employee’s employment with the Company if (A) the Company provides written notice of its intent to so extend the Restriction Period at least six (6) months prior to the date on which the Restriction Period would otherwise expire and (B) the Company pays to the Employee the Base Salary, without offset for salary, wages or similar payments from another employer during such extended period, at the rate such Base Salary was being paid to the Employee at the time of termination, for one (1) year beyond the period for which the Company would otherwise be obligated to continue the Base Salary pursuant to this Agreement in the absence of the extension of the Restriction Period.

COVENANTS OF NON-COMPETITION AND NON-SOLICITATION. The Employee acknowledges that the Employee’s services pursuant to this Agreement are unique and extraordinary(a) Xxxxxxx agrees that, that the Company will be dependent upon the Employee for the development and growth of its business and related functions, and that the Employee will continue to develop personal relationships with significant customers of the Company and to have control of confidential information concerning, and lists of customers of, the Company. The Employee further acknowledges that the business of the Company is international in scope and cannot be confined to any particular geographic area of the United States. For the foregoing reasons, the Employee covenants and agrees that at no time during the Restriction Period two (as defined below2) shall the Employee either alone or as a stockholder, partner, consultant, owner, agent, creditor, co-venturer of any other entity or in any other capacity, directly or indirectly, engage in the Business (as defined below); provided that nothing herein shall prohibit the Employee from being an owner of not more than 5% of the outstanding stock of any class of a corporation which is publicly traded, so long as the Employee does not actively participate in the business of such corporation. For the purpose of this Paragraph 7(c), the “Business” means the business of developing, manufacturing and marketing high temperature superconductivity products designed to enhance the quality, capacity, coverage and flexibility of cellular, personal communication services and other wireless telecommunications services. For the reasons acknowledged by the Employee at the year period beginning of this Paragraph 7(c), the Employee additionally acknowledges, covenants, and agrees that at no time during the Term nor during the period commencing on the date of termination of this Agreement (the Employee’s employment with the Company and ending the day following the first anniversary of the date of termination of the Employee’s employment with the Company for any reason"Restricted Period"), Xxxxxxx shall the Employeenot, directly or indirectly, either alone within any state of the United States of America in which Employer has done business or with respect to any customer serviced or solicited by Employer during Xxxxxxx'x employment, compete with Employer in any aspect of "the Company's Business" as hereinafter defined, on behalf of himself or any other person, firm, business, corporation or other entity (each such person, firm, business or other entity being referred to hereinafter as a stockholder"Person"), including, without limitation, that Xxxxxxx shall not (i) engage in the Company's Business for his own account; (ii) enter the employ of, or render any services to, any Person engaged in the Company's Business; (iii) become interested in any Person engaged in the Company's Business as an owner, partner, consultantshareholder, adviserofficer, ownerdirector, licensor, licensee, employee, agent, creditoremployee, co-venturer of any other entitytrustee, or in any other relationship or capacity; provided, however, that Xxxxxxx may own, directly or indirectly, solely as an investment, securities of any corporation which are traded on any national securities exchange if he (A) is not a controlling person of, or a member of a group which controls, such corporation, or (B) does not, directly or indirectly, own 1% more of any class of securities of such corporation; or (iv) request or instigate any account or customer of Employer to withdraw, diminish, curtail or cancel any of its business with Employer. In the event of Xxxxxxx'x breach of any provision of this paragraph, the running of the Restricted Period shall be automatically tolled (i.e., no part of the Restricted Period shall expire) from and after the date of the first such breach. The Company Business shall mean the business of manufacturing, distributing or selling (i) knowingly sell to any products made of powder metal or solicit sales of products produced in the Business to any customer or account which was using a customer or account of the Company during the Employee’s employment with the Companymetal injection molding process, or (ii) (other than through generalfriction products, non targeted advertisements) intentionally solicit, hire, knowingly attempt to solicit or hirein each case in which Employer was engaged at any time during Xxxxxxx'x employment with Employer, or knowingly participate in the conducting of research and development directed toward any attempt to solicit or hire any person who was an employee aspect of the Company or any of its Affiliates during the Employee’s employment with the Company. For purposes of this Agreement, the Restriction Period means the Term and the period commencing on the date of termination of the Employee’s employment with the Company and ending the day following the first anniversary of the date of termination of the Employee’s employment with the Company for any reason; provided that the Company may elect to extend the Restriction Period for up to one (1) year beyond the first anniversary of the date of termination of the Employee’s employment with the Company if (A) the Company provides written notice of its intent to so extend the Restriction Period at least six (6) months prior to the date on which the Restriction Period would otherwise expire and (B) the Company pays to the Employee the Base Salary, without offset for salary, wages or similar payments from another employer during such extended period, at the rate such Base Salary was being paid to the Employee at the time of termination, for one (1) year beyond the period for which the Company would otherwise be obligated to continue the Base Salary pursuant to this Agreement in the absence of the extension of the Restriction Periodbusinesses.

COVENANTS OF NON-COMPETITION AND NON-SOLICITATION. The Employee acknowledges Waskx xxxnowledges that the Employee’s his services pursuant to this Agreement are unique and extraordinary, that the Company will be dependent upon the Employee for Waskx xxx the development and growth of its business and related functions, and that the Employee he will continue to develop personal relationships with significant customers of the Company and to have control of confidential information concerning, and lists of customers of, the Company. The Employee further Waskx xxxther acknowledges that the business of the Company is international in scope and cannot be confined to any particular geographic area of the United States. For the foregoing reasons, the Employee covenants Waskx xxxenants and agrees that at no time during the Restriction Non-Competition Period (as defined below) shall the Employee either alone or as a stockholder, partner, consultant, owner, agent, creditor, co-venturer of any other entity or in any other capacityWaskx xxxll not, directly or indirectly, engage in, be financially interested in, represent, render any advice or services to, or be employed by, any other business (conducted for profit or not for profit) that is engaged in the Business development or production of (as defined below); provided that nothing herein shall prohibit i) high temperature superconducting materials, (ii) radio frequency filter devices, or (iii) fault current limiter devices, in any such case for or related to uses which are or could reasonably deemed to be competitive with the Employee from being an owner of not more than 5% current or currently contemplated business of the outstanding stock of any class of a corporation which is publicly traded, so long as the Employee does not actively participate Company in the business of such corporation. For the purpose of this Paragraph 7(c), the “Business” means the business of developing, manufacturing and marketing high temperature superconductivity products designed to enhance the quality, capacity, coverage and flexibility of cellular, personal communication services and other wireless telecommunications servicesworld. For the reasons acknowledged by the Employee at Waskx xx the beginning of this Paragraph 7(cSection 8(e), the Employee additionally Waskx xxxitionally acknowledges, covenants, and agrees that at no time that, during the Term nor during Non-Competition Period, Waskx xxxll not, directly or indirectly, whether on his own behalf or on behalf of any other person or entity, in any manner (A) solicit the period commencing on business of or otherwise contact in any commercial capacity any person or entity that is, or is reasonably anticipated to become, at the date of termination to become, a customer, supplier, or contractor of the Company for the purpose of obtaining business of the type performed by the Company, or (B) solicit for employment any persons who were officers or employees of the Company upon the date of termination of the Employee’s his employment with the Company and ending the day following the first anniversary of the date of termination of the Employee’s employment with the Company for any reason, shall the Employee, directly or indirectly, either alone or as a stockholder, partner, consultant, adviser, owner, agent, creditor, co-venturer of any other entityhereunder, or in at any other capacity, (i) knowingly sell to or solicit sales of products produced in the Business to any customer or account which was time during a customer or account of the Company during the Employee’s employment with the Companyninety-day period preceding such date, or (ii) (other than through general, non targeted advertisements) intentionally solicit, hire, knowingly attempt to solicit or hire, or knowingly participate aid any competitive business organization in any attempt to solicit or hire any person who was an employee such officers or employees of the Company or any of its Affiliates during the Employee’s employment with the Company. For purposes Notwithstanding the foregoing, this Section (e) shall terminate and be of this Agreement, the Restriction Period means the Term and the period commencing on the date of termination of the Employee’s employment with no further force or effect if the Company fails to make any payment or otherwise perform any obligation owed to Waskx xxxsuant to Sections 3, 4, 5 and ending the day following the first anniversary of the date of termination of the Employee’s employment with the Company for any reason; provided that the Company may elect to extend the Restriction Period for up to one (17(b) year beyond the first anniversary of the date of termination of the Employee’s employment with the Company if (A) the Company provides written notice of its intent to so extend the Restriction Period at least six (6) months prior to the date on which the Restriction Period would otherwise expire and (B) the Company pays to the Employee the Base Salary, without offset for salary, wages or similar payments from another employer during such extended period, at the rate such Base Salary was being paid to the Employee at the time of termination, for one (1) year beyond the period for which the Company would otherwise be obligated to continue the Base Salary pursuant to this Agreement in the absence of the extension of the Restriction Periodabove.

COVENANTS OF NON-COMPETITION AND NON-SOLICITATION. The Employee acknowledges that the Employee’s services pursuant to this Agreement are unique and extraordinary, that the Company will be dependent upon the Employee for the development and growth of its business and related functions, and that the Employee will continue to develop personal relationships with significant customers of the Company and to have control of confidential information concerning, and lists of customers of, the Company. The Employee further acknowledges that the business of the Company is international in scope and cannot be confined to any particular geographic area of the United States. For the foregoing reasons, the Employee covenants and agrees that at no time during the Restriction Period (as defined below) shall the Employee either alone or as a stockholder, partner, consultant, owner, agent, creditor, co-venturer of any other entity or in any other capacity, directly or indirectly, engage in the Business (as defined below); provided that nothing herein shall prohibit the Employee from being an owner of not more than 5% of the outstanding stock of any class of a corporation which is publicly traded, so long as the Employee does not actively participate in the business of such corporation. For the purpose of this Paragraph 7(c), the “Business” means the business of developing, manufacturing and marketing high temperature superconductivity products and interference reduction products, designed to enhance the quality, capacity, coverage and flexibility of cellular, personal communication services and other wireless telecommunications services. For the reasons acknowledged by the Employee at the beginning of this Paragraph 7(c), the Employee additionally acknowledges, covenants, and agrees that at no time during the Term nor during the period commencing on the date of termination of the Employee’s employment with the Company and ending the day following the first anniversary of the date of termination of the Employee’s employment with the Company for any reason, shall the Employee, directly or indirectly, either alone or as a stockholder, partner, consultant, adviser, owner, agent, creditor, co-venturer of any other entity, or in any other capacity, (i) knowingly sell to or solicit sales of products produced in the Business to any customer or account which was a customer or account of the Company during the Employee’s employment with the Company, or (ii) (other than through general, non targeted advertisements) intentionally solicit, hire, knowingly attempt to solicit or hire, or knowingly participate in any attempt to solicit or hire any person who was an employee of the Company or any of its Affiliates during the Employee’s employment with the Company. For purposes of this Agreement, the Restriction Period means the Term and the period commencing on the date of termination of the Employee’s employment with the Company and ending the day following the first anniversary of the date of termination of the Employee’s employment with the Company for any reason; provided that the Company may elect to extend the Restriction Period for up to one (1) year beyond the first anniversary of the date of termination of the Employee’s employment with the Company if (A) the Company provides written notice of its intent to so extend the Restriction Period at least six (6) months prior to the date on which the Restriction Period would otherwise expire and (B) the Company pays to the Employee the Base Salary, without offset for salary, wages or similar payments from another employer during such extended period, at the rate such Base Salary was being paid to the Employee at the time of termination, for one (1) year beyond the period for which the Company would otherwise be obligated to continue the Base Salary pursuant to this Agreement in the absence of the extension of the Restriction Period.

COVENANTS OF NON-COMPETITION AND NON-SOLICITATION. The Employee Laves acknowledges that the Employee’s his services pursuant to this Agreement are unique and extraordinary, that the Company will be dependent upon the Employee Laves for the development and growth of its business and related functions, and that the Employee he will continue to develop personal relationships with significant customers of the Company and to have control of confidential information concerning, and lists of customers of, the Company. The Employee Laves further acknowledges that the business of the Company is international in scope and cannot be confined to any particular geographic area of the United States. For the foregoing reasons, the Employee Laves covenants and agrees that at no time during the Restriction Non-Competition Period (as defined below) Laves shall the Employee either alone or as a stockholder, partner, consultant, owner, agent, creditor, co-venturer of any other entity or in any other capacitynot, directly or indirectly, engage in, be financially interested in, represent, render any advice or services to, or be employed by, any other business (conducted for profit or not for profit) that is engaged in the Business development or production of (as defined below); provided that nothing herein shall prohibit i) high temperature superconducting materials, (ii) radio frequency filter devices, or (iii) fault current limiter devices, in any such case for or related to uses which are or could reasonably deemed to be competitive with the Employee from being an owner of not more than 5% current or currently contemplated business of the outstanding stock of any class of a corporation which is publicly traded, so long as the Employee does not actively participate Company in the business of such corporation. For the purpose of this Paragraph 7(c), the “Business” means the business of developing, manufacturing and marketing high temperature superconductivity products designed to enhance the quality, capacity, coverage and flexibility of cellular, personal communication services and other wireless telecommunications servicesworld. For the reasons acknowledged by the Employee Laves at the beginning of this Paragraph 7(c)Section , the Employee Laves additionally acknowledges, covenants, and agrees that at no time that, during the Term nor during Non-Competition Period, Laves shall not, directly or indirectly, whether on his own behalf or on behalf of any other person or entity, in any manner (A) solicit the period commencing on business of or otherwise contact in any commercial capacity any person or entity that is, or is reasonably anticipated to become, at the date of termination to become, a customer, supplier, or contractor of the Company for the purpose of obtaining business of the type performed by the Company, or (B) solicit for employment any persons who were officers or employees of the Company upon the date of termination of the Employee’s his employment with the Company and ending the day following the first anniversary of the date of termination of the Employee’s employment with the Company for any reason, shall the Employee, directly or indirectly, either alone or as a stockholder, partner, consultant, adviser, owner, agent, creditor, co-venturer of any other entityhereunder, or in at any other capacity, (i) knowingly sell to or solicit sales of products produced in the Business to any customer or account which was time during a customer or account of the Company during the Employee’s employment with the Companyninety-day period preceding such date, or (ii) (other than through general, non targeted advertisements) intentionally solicit, hire, knowingly attempt to solicit or hire, or knowingly participate aid any competitive business organization in any attempt to solicit or hire any person who was an employee such officers or employees of the Company or any of its Affiliates during the Employee’s employment with the Company. For purposes Notwithstanding the foregoing, this Section (e) shall terminate and be of this Agreement, the Restriction Period means the Term and the period commencing on the date of termination of the Employee’s employment with no further force or effect if the Company and ending the day following the first anniversary of the date of termination of the Employee’s employment with the Company for fails to make any reason; provided that the Company may elect payment or otherwise perform any obligation owed to extend the Restriction Period for up to one (1) year beyond the first anniversary of the date of termination of the Employee’s employment with the Company if (A) the Company provides written notice of its intent to so extend the Restriction Period at least six (6) months prior to the date on which the Restriction Period would otherwise expire and (B) the Company pays to the Employee the Base Salary, without offset for salary, wages or similar payments from another employer during such extended period, at the rate such Base Salary was being paid to the Employee at the time of termination, for one (1) year beyond the period for which the Company would otherwise be obligated to continue the Base Salary Laves pursuant to this Agreement in the absence of the extension of the Restriction PeriodSections 3, 4, 5 and 7(b) above.

COVENANTS OF NON-COMPETITION AND NON-SOLICITATION. The Employee acknowledges that the Employee’s services Services pursuant to this Agreement are unique and extraordinary, that the Company will be dependent upon the Employee for the development and growth of its business and related functions, and that the Employee will continue to develop personal relationships with significant customers of the Company and to have control of confidential information concerning, and lists of customers of, the Company. The Employee further acknowledges that the business of the Company is international in scope and cannot be confined to any particular geographic area of the United States. For the foregoing reasons, the Employee covenants and agrees that at no time during the Restriction Period (as defined below) shall the Employee either alone or as a stockholder, partner, consultant, owner, agent, creditor, co-venturer of any other entity or in any other capacity, directly or indirectly, engage in the Business (as defined below); provided that nothing herein shall prohibit the Employee from being an owner of not more than 5% of the outstanding stock of any class of a corporation which is publicly traded, so long as the Employee does not actively participate in the business of such corporation. For the purpose of this Paragraph 7(c), the “Business” means the business of developing, manufacturing and marketing high temperature superconductivity products designed to enhance the quality, capacity, coverage and flexibility of cellularwireless voice and data, personal communication services and other wireless telecommunications services. For the reasons acknowledged by the Employee at the beginning of this Paragraph 7(c), the Employee additionally acknowledges, covenants, and agrees that at no time during the Term nor during the period commencing on the date of termination of the Employee’s employment with the Company and ending the day following the first anniversary of the date of termination of the Employee’s employment with the Company for any reason, shall the Employee, directly or indirectly, either alone or as a stockholder, partner, consultant, adviser, owner, agent, creditor, co-venturer of any other entity, or in any other capacity, (i) knowingly sell to or solicit sales of products produced in the Business to any customer or account which was a customer or account of the Company during the Employee’s employment with the Company, or (ii) (other than through general, non targeted advertisements) intentionally solicit, hire, knowingly attempt to solicit or hire, or knowingly participate in any attempt to solicit or hire any person who was an employee of the Company or any of its Affiliates during the Employee’s employment with the Company. For purposes of this Agreement, the Restriction Period means the Term and the period commencing on the date of termination of the Employee’s employment with the Company and ending the day following the first anniversary of the date of termination of the Employee’s employment with the Company for any reason; provided that the Company may elect to extend the Restriction Period for up to one (1) year beyond the first anniversary of the date of termination of the Employee’s employment with the Company if (A) the Company provides written notice of its intent to so extend the Restriction Period at least six (6) months prior to the date on which the Restriction Period would otherwise expire and (B) the Company pays to the Employee the Base Salary, without offset for salary, wages or similar payments from another employer during such extended period, at the rate such Base Salary was being paid to the Employee at the time of termination, for one (1) year beyond the period for which the Company would otherwise be obligated to continue the Base Salary pursuant to this Agreement in the absence of the extension of the Restriction Period.

COVENANTS OF NON-COMPETITION AND NON-SOLICITATION. The Employee Executive acknowledges that the Employee’s his services pursuant to this Agreement are unique and extraordinary, that the Company will be dependent relies upon the Employee Executive for the development and growth of its business and related functions, and that the Employee Executive will continue to develop personal relationships with significant customers and suppliers of the Company and to have control of confidential information concerning, and lists of customers ofcustomers, employees and contractors of the Company. The Employee further acknowledges that the business of the Company is international in scope and cannot be confined to any particular geographic area of the United States. For the foregoing reasons, and in consideration of the Employee benefits available to Executive under Sections 3, 6(a) and 7(b) of this Agreement, Executive covenants and agrees that at no time both during the Restriction Term of this Agreement and the subsequent Non-Competition Period (as defined below) Executive shall the Employee either alone or as a stockholdernot, partner, consultant, owner, agent, creditor, co-venturer of any other entity or in any other capacitymanner, directly or indirectly, engage in the Business in, be financially interested in, represent, render any advice or services to, or be employed by or otherwise affiliated with, any other business (as defined below); provided that nothing herein shall prohibit the Employee from being an owner of conducted for profit or not more than 5% of the outstanding stock of any class of a corporation for profit) which is publicly traded, so long as principally or materially engaged in or is competitive with the Employee does not actively participate in the business of such corporation. For the purpose of this Paragraph 7(c), the “Business” means the Company's business of developing, manufacturing producing, coating, refining, forming, marketing, supplying or selling nanocrystalline and marketing high temperature superconductivity products designed to enhance the quality, capacity, coverage and flexibility of cellular, personal communication services and other wireless telecommunications servicesultrafine powders. For the reasons acknowledged by the Employee Executive at the beginning of this Paragraph 7(cSection 8(c), the Employee Executive additionally acknowledges, covenants, covenants and agrees that at no time during the Term nor during Non-Competition Period, Executive shall not, directly or indirectly, whether on Executive's own behalf or in behalf of any other person or entity, in any manner (A) contact, solicit or accept the period commencing on business of any person or entity that was a customer, prospective customer, supplier or contractor of the Company for the purpose of obtaining business of the type performed by the Company, or (B) contact, accept or solicit, or attempt to solicit for employment or engagement any persons who were officers or employees of the Company upon the date of termination of the Employee’s his employment with the Company and ending the or at any time within a 180 day following the first anniversary of period before the date of termination of the Employee’s employment with the Company for or to aid any reason, shall the Employee, directly person or indirectly, either alone or as a stockholder, partner, consultant, adviser, owner, agent, creditor, co-venturer of any other entity, or in any other capacity, (i) knowingly sell to or solicit sales of products produced in the Business to any customer or account which was a customer or account of the Company during the Employee’s employment with the Company, or (ii) (other than through general, non targeted advertisements) intentionally solicit, hire, knowingly attempt to solicit or hire, or knowingly participate entity in any attempt to solicit hire or hire engage any person who was an employee such officers or employees of the Company or any of its Affiliates during the Employee’s employment with the Company. For purposes of this Agreement, the Restriction Period means the Term and the period commencing on the date of termination The foregoing restrictions shall not preclude Executive from owning not more than three percent (3%) of the Employee’s employment with the Company and ending the day following the first anniversary voting securities of any corporation whose voting securities are registered under Section 12(g) of the date Securities Exchange Act of termination 1934, even if its business competes with that of the Employee’s employment with the Company for any reason; provided that the Company may elect to extend the Restriction Period for up to one (1) year beyond the first anniversary of the date of termination of the Employee’s employment with the Company if (A) the Company provides written notice of its intent to so extend the Restriction Period at least six (6) months prior to the date on which the Restriction Period would otherwise expire and (B) the Company pays to the Employee the Base Salary, without offset for salary, wages or similar payments from another employer during such extended period, at the rate such Base Salary was being paid to the Employee at the time of termination, for one (1) year beyond the period for which the Company would otherwise be obligated to continue the Base Salary pursuant to this Agreement in the absence of the extension of the Restriction PeriodCompany.

COVENANTS OF NON-COMPETITION AND NON-SOLICITATION. The Employee acknowledges Craix xxxnowledges that the Employee’s his services pursuant to this Agreement are unique and extraordinary, that the Company will be dependent upon the Employee for Craix xxx the development and growth of its business and related functions, and that the Employee he will continue to develop personal relationships with significant customers of the Company and to have control of confidential information concerning, and lists of customers of, the Company. The Employee further Craix xxxther acknowledges that the business of the Company is international in scope and cannot be confined to any particular geographic area of the United States. For the foregoing reasons, the Employee covenants Craix xxxenants and agrees that at no time during the Restriction Non-Competition Period (as defined below) shall the Employee either alone or as a stockholder, partner, consultant, owner, agent, creditor, co-venturer of any other entity or in any other capacityCraix xxxll not, directly or indirectly, engage in, be financially interested in, represent, render any advice or services to, or be employed by, any other business (conducted for profit or not for profit) that is engaged in the Business development or production of (as defined below); provided that nothing herein shall prohibit i) high temperature superconducting materials, (ii) radio frequency filter devices, or (iii) fault current limiter devices, in any such case for or related to uses which are or could reasonably deemed to be competitive with the Employee from being an owner of not more than 5% current or currently contemplated business of the outstanding stock of any class of a corporation which is publicly traded, so long as the Employee does not actively participate Company in the business of such corporation. For the purpose of this Paragraph 7(c), the “Business” means the business of developing, manufacturing and marketing high temperature superconductivity products designed to enhance the quality, capacity, coverage and flexibility of cellular, personal communication services and other wireless telecommunications servicesworld. For the reasons acknowledged by the Employee at Craix xx the beginning of this Paragraph 7(c)Section, the Employee additionally Craix xxxitionally acknowledges, covenants, and agrees that at no time that, during the Term nor during Non-Solicitation Period, Craix xxxll not, directly or indirectly, whether on his own behalf or on behalf of any other person or entity, in any manner (A) solicit the period commencing on business of or otherwise contact in any commercial capacity any person or entity that is, or is reasonably anticipated to become, at the date of termination to become, a customer, supplier, or contractor of the Company for the purpose of obtaining business of the type performed by the Company, or (B) solicit for employment any persons who were officers or employees of the Company upon the date of termination of the Employee’s his employment with the Company and ending the day following the first anniversary of the date of termination of the Employee’s employment with the Company for any reason, shall the Employee, directly or indirectly, either alone or as a stockholder, partner, consultant, adviser, owner, agent, creditor, co-venturer of any other entityhereunder, or in at any other capacity, (i) knowingly sell to or solicit sales of products produced in the Business to any customer or account which was time during a customer or account of the Company during the Employee’s employment with the Companyninety-day period preceding such date, or (ii) (other than through general, non targeted advertisements) intentionally solicit, hire, knowingly attempt to solicit or hire, or knowingly participate aid any competitive business organization in any attempt to solicit or hire any person who was an employee such officers or employees of the Company or any of its Affiliates during the Employee’s employment with the Company. For purposes Notwithstanding the foregoing, this Section (e) shall terminate and be of this Agreement, the Restriction Period means the Term and the period commencing on the date of termination of the Employee’s employment with no further force or effect if the Company fails to make any payment or otherwise perform any obligation owed to Craix xxxsuant to Sections 3, 4, 5 and ending the day following the first anniversary of the date of termination of the Employee’s employment with the Company for any reason; provided that the Company may elect to extend the Restriction Period for up to one (17(b) year beyond the first anniversary of the date of termination of the Employee’s employment with the Company if (A) the Company provides written notice of its intent to so extend the Restriction Period at least six (6) months prior to the date on which the Restriction Period would otherwise expire and (B) the Company pays to the Employee the Base Salary, without offset for salary, wages or similar payments from another employer during such extended period, at the rate such Base Salary was being paid to the Employee at the time of termination, for one (1) year beyond the period for which the Company would otherwise be obligated to continue the Base Salary pursuant to this Agreement in the absence of the extension of the Restriction Periodabove.

COVENANTS OF NON-COMPETITION AND NON-SOLICITATION. The Employee Abdelmonem acknowledges that the Employee’s his services pursuant to this Agreement are unique and extraordinary, that the Company will be dependent upon the Employee Abdelmonem for the development and growth of its business and related functions, and that the Employee he will continue to develop personal relationships with significant customers of the Company and to have control of confidential information concerning, and lists of customers of, the Company. The Employee Abdelmonem further acknowledges that the business of the Company is international in scope and cannot be confined to any particular geographic area of the United States. For the foregoing reasons, the Employee Abdelmonem covenants and agrees that at no time during the Restriction Period (as defined below) Non-Competition Period, Abdelmonem shall the Employee either alone or as a stockholder, partner, consultant, owner, agent, creditor, co-venturer of any other entity or in any other capacitynot, directly or indirectly, engage in, be financially interested in, represent, render any advice or services to, or be employed by, any other business (conducted for profit or not for profit) that is engaged in the Business development or production of (as defined below); provided that nothing herein shall prohibit i) high temperature superconducting materials, (ii) radio frequency filter devices or (iii) fault current limiter devices, in any such case for or related to uses which are or could reasonably deemed to be competitive with the Employee from being an owner of not more than 5% current or currently contemplated business of the outstanding stock of any class of a corporation which is publicly traded, so long as the Employee does not actively participate Company in the business of such corporation. For the purpose of this Paragraph 7(c), the “Business” means the business of developing, manufacturing and marketing high temperature superconductivity products designed to enhance the quality, capacity, coverage and flexibility of cellular, personal communication services and other wireless telecommunications servicesworld. For the reasons acknowledged by the Employee Abdelmonem at the beginning of this Paragraph 7(c)Section, the Employee Abdelmonem additionally acknowledges, covenants, and agrees that at no time that, during the Term nor during Non-Solicitation Period, Abdelmonem shall not, directly or indirectly, whether on his own behalf or on behalf of any other person or entity, in any manner (A) solicit the period commencing on business of or otherwise contact in any commercial capacity any person or entity that is, or is reasonably anticipated to become, at the date of termination to become, a customer, supplier, or contractor of the Company for the purpose of obtaining business of the type performed by the Company, or (B) solicit for employment any persons who were officers or employees of the Company upon the date of termination of the Employee’s his employment with the Company and ending the day following the first anniversary of the date of termination of the Employee’s employment with the Company for any reason, shall the Employee, directly or indirectly, either alone or as a stockholder, partner, consultant, adviser, owner, agent, creditor, co-venturer of any other entityhereunder, or in at any other capacity, (i) knowingly sell to or solicit sales of products produced in the Business to any customer or account which was time during a customer or account of the Company during the Employee’s employment with the Companyninety-day period preceding such date, or (ii) (other than through general, non targeted advertisements) intentionally solicit, hire, knowingly attempt to solicit or hire, or knowingly participate aid any competitive business organization in any attempt to solicit or hire any person who was an employee such officers or employees of the Company or any of its Affiliates during the Employee’s employment with the Company. For purposes Notwithstanding the foregoing, this Section (e) shall terminate and be of this Agreement, the Restriction Period means the Term and the period commencing on the date of termination of the Employee’s employment with no further force or effect if the Company and ending the day following the first anniversary of the date of termination of the Employee’s employment with the Company for fails to make any reason; provided that the Company may elect payment or otherwise perform any obligation owed to extend the Restriction Period for up to one (1) year beyond the first anniversary of the date of termination of the Employee’s employment with the Company if (A) the Company provides written notice of its intent to so extend the Restriction Period at least six (6) months prior to the date on which the Restriction Period would otherwise expire and (B) the Company pays to the Employee the Base Salary, without offset for salary, wages or similar payments from another employer during such extended period, at the rate such Base Salary was being paid to the Employee at the time of termination, for one (1) year beyond the period for which the Company would otherwise be obligated to continue the Base Salary Abdelmonem pursuant to this Agreement in the absence of the extension of the Restriction PeriodSections 3, 4, 5 and 7(b) above.

COVENANTS OF NON-COMPETITION AND NON-SOLICITATION. The Employee acknowledges Hodgx xxxnowledges that the Employee’s his services pursuant to this Agreement are unique and extraordinary, that the Company will be dependent upon the Employee for Hodgx xxx the development and growth of its business and related functions, and that the Employee he will continue to develop personal relationships with significant customers of the Company and to have control of confidential information concerning, and lists of customers of, the Company. The Employee further Hodgx xxxther acknowledges that the business of the Company is international in scope and cannot be confined to any particular geographic area of the United States. For the foregoing reasons, the Employee covenants Hodgx xxxenants and agrees that at no time during the Restriction Non-Competition Period (as defined below) shall the Employee either alone or as a stockholder, partner, consultant, owner, agent, creditor, co-venturer of any other entity or in any other capacityHodgx xxxll not, directly or indirectly, engage in, be financially interested in, represent, render any advice or services to, or be employed by, any other business (conducted for profit or not for profit) that is engaged in the Business development or production of (as defined below); provided that nothing herein shall prohibit i) high temperature superconducting materials, (ii) radio frequency filter devices, or (iii) fault current limiter devices, in any such case for or related to uses which are or could reasonably deemed to be competitive with the Employee from being an owner of not more than 5% current or currently contemplated business of the outstanding stock of any class of a corporation which is publicly traded, so long as the Employee does not actively participate Company in the business of such corporation. For the purpose of this Paragraph 7(c), the “Business” means the business of developing, manufacturing and marketing high temperature superconductivity products designed to enhance the quality, capacity, coverage and flexibility of cellular, personal communication services and other wireless telecommunications servicesworld. For the reasons acknowledged by the Employee at Hodgx xx the beginning of this Paragraph 7(cSection 8(e), the Employee additionally Hodgx xxxitionally acknowledges, covenants, and agrees that at no time that, during the Term nor during Non-Competition Period, Hodgx xxxll not, directly or indirectly, whether on his own behalf or on behalf of any other person or entity, in any manner (A) solicit the period commencing on business of or otherwise contact in any commercial capacity any person or entity that is, or is reasonably anticipated to become, at the date of termination a customer, supplier, or contractor of the Company for the purpose of obtaining business of the type performed by the Company, or (B) solicit for employment any persons who were officers or employees of the Company upon the date of termination of the Employee’s his employment with the Company and ending the hereunder or at any time during a ninety-day following the first anniversary of the date of termination of the Employee’s employment with the Company for any reason, shall the Employee, directly or indirectly, either alone or as a stockholder, partner, consultant, adviser, owner, agent, creditor, co-venturer of any other entityperiod preceding such date, or in aid any other capacity, (i) knowingly sell to or solicit sales of products produced in the Business to any customer or account which was a customer or account of the Company during the Employee’s employment with the Company, or (ii) (other than through general, non targeted advertisements) intentionally solicit, hire, knowingly attempt to solicit or hire, or knowingly participate competitive business organization in any attempt to solicit or hire any person who was an employee such officers or employees of the Company or any of its Affiliates during the Employee’s employment with the Company. For purposes of this Agreement, the Restriction Period means the Term and the period commencing on the date of termination of the Employee’s employment with the Company and ending the day following the first anniversary of the date of termination of the Employee’s employment with the Company for any reason; provided that the Company may elect to extend the Restriction Period for up to one (1) year beyond the first anniversary of the date of termination of the Employee’s employment with the Company if (A) the Company provides written notice of its intent to so extend the Restriction Period at least six (6) months prior to the date on which the Restriction Period would otherwise expire and (B) the Company pays to the Employee the Base Salary, without offset for salary, wages or similar payments from another employer during such extended period, at the rate such Base Salary was being paid to the Employee at the time of termination, for one (1) year beyond the period for which the Company would otherwise be obligated to continue the Base Salary pursuant to this Agreement in the absence of the extension of the Restriction Period.

COVENANTS OF NON-COMPETITION AND NON-SOLICITATION. The Employee acknowledges Smitx xxxnowledges that the Employee’s his services pursuant to this Agreement are unique and extraordinary, that the Company will be dependent upon the Employee for Smitx xxx the development and growth of its business and related functions, and that the Employee he will continue to develop personal relationships with significant customers of the Company and to have control of confidential information concerning, and lists of customers of, the Company. The Employee further Smitx xxxther acknowledges that the business of the Company is international in scope and cannot be confined to any particular geographic area of the United Statesarea. For the foregoing reasons, the Employee covenants Smitx xxxenants and agrees that at no time during the Restriction Non- Competition Period (as defined below) shall the Employee either alone or as a stockholder, partner, consultant, owner, agent, creditor, co-venturer of any other entity or in any other capacitySmitx xxxll not, directly or indirectly, engage in, be financially interested in, represent, render any advice or services to, or be employed by, any other business (conducted for profit or not for profit) that is engaged in the Business development or production of (as defined below); provided that nothing herein shall prohibit i) high temperature superconducting materials, (ii) radio frequency filter devices, or (iii) fault current limiter devices, in any such case for or related to uses which are or could reasonably deemed to be competitive with the Employee from being an owner of not more than 5% current or currently contemplated business of the outstanding stock of any class of a corporation which is publicly traded, so long as the Employee does not actively participate Company in the business of such corporation. For the purpose of this Paragraph 7(c), the “Business” means the business of developing, manufacturing and marketing high temperature superconductivity products designed to enhance the quality, capacity, coverage and flexibility of cellular, personal communication services and other wireless telecommunications servicesworld. For the reasons acknowledged by the Employee at Smitx xx the beginning of this Paragraph 7(cSection 8(e), the Employee additionally Smitx xxxitionally acknowledges, covenants, and agrees that at no time that, during the Term nor during Non-Competition Period, Smitx xxxll not, directly or indirectly, whether on his own behalf or on behalf of any other person or entity, in any manner (A) solicit the period commencing on business of or otherwise contact in any commercial capacity any person or entity that was a customer, supplier, or contractor of the Company for the purpose of obtaining business of the type performed by the Company, or (B) solicit for employment any persons who were officers or employees of the Company upon the date of termination of the Employee’s his employment with the Company and ending the hereunder or at any time during a ninety-day following the first anniversary of the date of termination of the Employee’s employment with the Company for any reason, shall the Employee, directly or indirectly, either alone or as a stockholder, partner, consultant, adviser, owner, agent, creditor, co-venturer of any other entityperiod preceding such date, or in aid any other capacity, (i) knowingly sell to or solicit sales of products produced in the Business to any customer or account which was a customer or account of the Company during the Employee’s employment with the Company, or (ii) (other than through general, non targeted advertisements) intentionally solicit, hire, knowingly attempt to solicit or hire, or knowingly participate competitive business organization in any attempt to solicit or hire any person who was an employee such officers or employees of the Company or any of its Affiliates during the Employee’s employment with the Company. For purposes of this Agreement, the Restriction Period means the Term and the period commencing on the date of termination of the Employee’s employment with the Company and ending the day following the first anniversary of the date of termination of the Employee’s employment with the Company for any reason; provided that the Company may elect to extend the Restriction Period for up to one (1) year beyond the first anniversary of the date of termination of the Employee’s employment with the Company if (A) the Company provides written notice of its intent to so extend the Restriction Period at least six (6) months prior to the date on which the Restriction Period would otherwise expire and (B) the Company pays to the Employee the Base Salary, without offset for salary, wages or similar payments from another employer during such extended period, at the rate such Base Salary was being paid to the Employee at the time of termination, for one (1) year beyond the period for which the Company would otherwise be obligated to continue the Base Salary pursuant to this Agreement in the absence of the extension of the Restriction Period.

COVENANTS OF NON-COMPETITION AND NON-SOLICITATION. The Employee acknowledges Riccxxxxxx xxxnowledges that the Employee’s his services pursuant to this Agreement are unique and extraordinary, that the Company will be dependent upon the Employee for Riccxxxxxx xxx the development and growth of its business and related functions, and that the Employee he will continue to develop personal relationships with significant customers of the Company and to have control of confidential information concerning, and lists of customers of, the Company. The Employee further Riccxxxxxx xxxees that the customer relationships he develops will occur because of the Company's relationship with its customers and clients and because of Riccxxxxxx'x xxxloyment with the Company. Riccxxxxxx xxxther acknowledges that the business of the Company is international in scope and cannot be confined to any particular geographic area of the United States. For the foregoing reasons, the Employee covenants Riccxxxxxx xxxenants and agrees that at no time during the Restriction Non-Competition Period (as defined below) shall the Employee either alone or as a stockholder, partner, consultant, owner, agent, creditor, co-venturer of any other entity or in any other capacityRiccxxxxxx xxxll not, directly or indirectly, engage in, be financially interested in, represent, render any advice or services to, or be employed by, affiliated or in any way associated with, any other business (conducted for profit or not for profit) that is engaged in the Business development or production of (as defined below); provided that nothing herein shall prohibit i) high temperature superconducting materials, (ii) radio frequency filter devices, or (iii) fault current limiter devices, in any such case for or related to uses which are or could reasonably deemed to be competitive with the Employee from being an owner of not more than 5% current or currently contemplated business of the outstanding stock of any class of a corporation which is publicly traded, so long as the Employee does not actively participate Company in the business of such corporation. For the purpose of this Paragraph 7(c), the “Business” means the business of developing, manufacturing and marketing high temperature superconductivity products designed to enhance the quality, capacity, coverage and flexibility of cellular, personal communication services and other wireless telecommunications servicesworld. For the reasons acknowledged by the Employee at Riccxxxxxx xx the beginning of this Paragraph 7(cSection 8(e), the Employee additionally Riccxxxxxx xxxitionally acknowledges, covenants, and agrees that at no time that, during the Term nor during Non-Competition Period, Riccxxxxxx xxxll not, directly or indirectly, whether on his own behalf or on behalf of any other person or entity, in any manner (A) solicit the period commencing on business of or otherwise contact in any commercial capacity any person or entity that is, or is reasonably anticipated to become, at the date of termination, a customer, supplier, or contractor of the Company for the purpose of obtaining business of the type performed by the Company, or (B) solicit for employment or engagement any persons who were officers or employees of the Company upon the date of termination of the Employee’s his employment with the Company and ending the day following the first anniversary of the date of termination of the Employee’s employment with the Company for any reason, shall the Employee, directly or indirectly, either alone or as a stockholder, partner, consultant, adviser, owner, agent, creditor, co-venturer of any other entityhereunder, or in at any other capacity, (i) knowingly sell to or solicit sales of products produced in the Business to any customer or account which was time during a customer or account of the Company during the Employee’s employment with the Companyninety-day period preceding such date, or (ii) (other than through general, non targeted advertisements) intentionally solicit, hire, knowingly attempt to solicit or hire, or knowingly participate aid any competitive business organization in any attempt to solicit or hire any person who was an employee such officers or employees of the Company or any of its Affiliates during the Employee’s employment with the Company. For purposes of this Agreement, the Restriction Period means the Term and the period commencing on the date of termination of the Employee’s employment with the Company and ending the day following the first anniversary of the date of termination of the Employee’s employment with the Company for any reason; provided that the Company may elect to extend the Restriction Period for up to one (1) year beyond the first anniversary of the date of termination of the Employee’s employment with the Company if (A) the Company provides written notice of its intent to so extend the Restriction Period at least six (6) months prior to the date on which the Restriction Period would otherwise expire and (B) the Company pays to the Employee the Base Salary, without offset for salary, wages or similar payments from another employer during such extended period, at the rate such Base Salary was being paid to the Employee at the time of termination, for one (1) year beyond the period for which the Company would otherwise be obligated to continue the Base Salary pursuant to this Agreement in the absence of the extension of the Restriction Period.

COVENANTS OF NON-COMPETITION AND NON-SOLICITATION. The Employee acknowledges Smitx xxxnowledges that the Employee’s his services pursuant to this Agreement are unique and extraordinary, that the Company will be dependent upon the Employee for Smitx xxx the development and growth of its business and related functions, and that the Employee he will continue to develop personal relationships with significant customers of the Company and to have control of confidential information concerning, and lists of customers of, the Company. The Employee further Smitx xxxther acknowledges that the business of the Company is international in scope and cannot be confined to any particular geographic area of the United Statesarea. For the foregoing reasons, the Employee covenants Smitx xxxenants and agrees that at no time during the Restriction Non-Competition Period (as defined below) shall the Employee either alone or as a stockholder, partner, consultant, owner, agent, creditor, co-venturer of any other entity or in any other capacitySmitx xxxll not, directly or indirectly, engage in, be financially interested in, represent, render any advice or services to, or be employed by, any other business (conducted for profit or not for profit) that is engaged in the Business development or production of (as defined below); provided that nothing herein shall prohibit i) high temperature superconducting materials, (ii) radio frequency filter devices, or (iii) fault current limiter devices, in any such case for or related to uses which are or could reasonably deemed to be competitive with the Employee from being an owner of not more than 5% current or currently contemplated business of the outstanding stock of any class of a corporation which is publicly traded, so long as the Employee does not actively participate Company in the business of such corporation. For the purpose of this Paragraph 7(c), the “Business” means the business of developing, manufacturing and marketing high temperature superconductivity products designed to enhance the quality, capacity, coverage and flexibility of cellular, personal communication services and other wireless telecommunications servicesworld. For the reasons acknowledged by the Employee at Smitx xx the beginning of this Paragraph 7(cSection 8(e), the Employee additionally Smitx xxxitionally acknowledges, covenants, and agrees that at no time that, during the Term nor during Non-Competition Period, Smitx xxxll not, directly or indirectly, whether on his own behalf or on behalf of any other person or entity, in any manner (A) solicit the period commencing on business of or otherwise contact in any commercial capacity any person or entity that was a customer, supplier, or contractor of the Company for the purpose of obtaining business of the type performed by the Company, or (B) solicit for employment any persons who were officers or employees of the Company upon the date of termination of the Employee’s his employment with the Company and ending the hereunder or at any time during a ninety-day following the first anniversary of the date of termination of the Employee’s employment with the Company for any reason, shall the Employee, directly or indirectly, either alone or as a stockholder, partner, consultant, adviser, owner, agent, creditor, co-venturer of any other entityperiod preceding such date, or in aid any other capacity, (i) knowingly sell to or solicit sales of products produced in the Business to any customer or account which was a customer or account of the Company during the Employee’s employment with the Company, or (ii) (other than through general, non targeted advertisements) intentionally solicit, hire, knowingly attempt to solicit or hire, or knowingly participate competitive business organization in any attempt to solicit or hire any person who was an employee such officers or employees of the Company or any of its Affiliates during the Employee’s employment with the Company. For purposes Notwithstanding the foregoing, this Section (e) shall terminate and be of this Agreement, the Restriction Period means the Term and the period commencing on the date of termination of the Employee’s employment with no further force or effect if the Company fails to make any payment or otherwise perform any obligation owed to Smitx xxxsuant to Sections 3, 4, 5 and ending the day following the first anniversary of the date of termination of the Employee’s employment with the Company for any reason; provided that the Company may elect to extend the Restriction Period for up to one (17(b) year beyond the first anniversary of the date of termination of the Employee’s employment with the Company if (A) the Company provides written notice of its intent to so extend the Restriction Period at least six (6) months prior to the date on which the Restriction Period would otherwise expire and (B) the Company pays to the Employee the Base Salary, without offset for salary, wages or similar payments from another employer during such extended period, at the rate such Base Salary was being paid to the Employee at the time of termination, for one (1) year beyond the period for which the Company would otherwise be obligated to continue the Base Salary pursuant to this Agreement in the absence of the extension of the Restriction Periodabove.

COVENANTS OF NON-COMPETITION AND NON-SOLICITATION. The Employee Executive acknowledges that the Employee’s his services pursuant to this Agreement are unique and extraordinary, that the Company will be dependent relies upon the Employee Executive for the development and growth of its business and related functions, and that the Employee he will continue to develop personal relationships with significant customers and suppliers of the Company and to have control of confidential information concerning, and lists of customers of, the Company. The Employee Executive further acknowledges that the business of the Company is international in scope and cannot be confined to any particular geographic area of the United Statesarea. For the foregoing reasons, and in consideration of the Employee benefits available to Executive under Sections 3, 6(a) and 7(c) of this Agreement, Executive covenants and agrees that at no time during both the Restriction Period (as defined below) Term of this Agreement and the subsequent Non-Competition Period, Executive shall the Employee either alone or as a stockholdernot, partner, consultant, owner, agent, creditor, co-venturer of any other entity or in any other capacitymanner, directly or indirectly, engage in the Business in, be financially interested in, represent, render any advice or services to, or be employed by, or otherwise affiliated with, any other business (as defined below); provided that nothing herein shall prohibit the Employee from being an owner of conducted for profit or not more than 5% of the outstanding stock of any class of a corporation for profit) which is publicly traded, so long as principally or materially engaged in or is competitive with the Employee does not actively participate in the business of such corporation. For the purpose of this Paragraph 7(c), the “Business” means the Company’s business of developing, manufacturing producing, and marketing high temperature superconductivity products designed to enhance the quality, capacity, coverage and flexibility of cellular, personal communication services and other wireless telecommunications servicesspecialty information devices for use with computer networks. For the reasons acknowledged by the Employee Executive at the beginning of this Paragraph 7(cSection 8(c), the Employee Executive additionally acknowledges, covenants, covenants and agrees that at no time during the Term nor during Non-Competition Period, Executive shall not, directly or indirectly, ,whether on his own behalf or on behalf of any other person or entity, in any manner (A) contact, accept or solicit the period commencing on business of any person or entity that was a customer, supplier or contractor of or to the Company for the purpose of obtaining business of the type performed by the Company, or (B) contact, accept or solicit or attempt to solicit for employment or engagement any persons who were officers or employees of the Company upon the date of termination of the Employee’s his employment with the Company and ending the or at any time during a 180 day following the first anniversary of period preceding the date of termination of the Employee’s employment with the Company for any reason, shall the Employee, directly or indirectly, either alone or as a stockholder, partner, consultant, adviser, owner, agent, creditor, co-venturer of any other entitytermination, or in aid any other capacity, (i) knowingly sell to person or solicit sales of products produced in the Business to any customer or account which was a customer or account of the Company during the Employee’s employment with the Company, or (ii) (other than through general, non targeted advertisements) intentionally solicit, hire, knowingly attempt to solicit or hire, or knowingly participate entity in any attempt to solicit hire or hire engage any person who was an employee such officers or employees of the Company or any of its Affiliates during the Employee’s employment with the Company. For purposes The foregoing restrictions shall not preclude Executive from the ownership of this Agreement, the Restriction Period means the Term and the period commencing on the date of termination not more than three percent (3%) of the Employee’s employment with the Company and ending the day following the first anniversary voting securities of any corporation whose voting securities are registered under Section 12(g) of the date Securities Exchange Act of termination 1934, even if its business competes with that of the Employee’s employment with the Company for any reason; provided that the Company may elect to extend the Restriction Period for up to one (1) year beyond the first anniversary of the date of termination of the Employee’s employment with the Company if (A) the Company provides written notice of its intent to so extend the Restriction Period at least six (6) months prior to the date on which the Restriction Period would otherwise expire and (B) the Company pays to the Employee the Base Salary, without offset for salary, wages or similar payments from another employer during such extended period, at the rate such Base Salary was being paid to the Employee at the time of termination, for one (1) year beyond the period for which the Company would otherwise be obligated to continue the Base Salary pursuant to this Agreement in the absence of the extension of the Restriction PeriodCompany.

COVENANTS OF NON-COMPETITION AND NON-SOLICITATION. The Employee Executive acknowledges that the Employee’s his services pursuant to this Agreement are unique and extraordinary, that the Company will be dependent relies upon the Employee Executive for the development and growth of its business and related functions, and . Executive also acknowledges that the Employee he will continue to develop personal relationships with significant customers and suppliers of the Company and to have control of confidential information concerningconcerning the Company’s secret processes and methods for producing nanocrystalline powders, coatings for nanocrystalline materials, applications for such powders and coatings, and lists of customers ofcustomers, employees and contractors of the Company. The Employee further acknowledges that the business of the Company is international in scope and cannot be confined to any particular geographic area of the United States. For the foregoing reasons, and in consideration of the Employee benefits available to Executive under Sections 3, 7(a) and 8(b) of this Agreement, Executive covenants and agrees that at no time both during the Restriction Period (as defined below) Term of this Agreement and the subsequent Non-Competition Period, Executive shall the Employee either alone or as a stockholdernot, partner, consultant, owner, agent, creditor, co-venturer of any other entity or in any other capacitymanner, directly or indirectly, engage in the Business in, be financially interested in, represent, render any advice or services to, or be employed by or otherwise affiliated with, any other business (as defined below); provided that nothing herein shall prohibit the Employee from being an owner of conducted for profit or not more than 5% of the outstanding stock of any class of a corporation for profit) which is publicly traded, so long as principally or materially engaged in or is competitive with the Employee does not actively participate in the business of such corporation. For the purpose of this Paragraph 7(c), the “Business” means the Company’s business of developing, manufacturing producing, coating, refining, forming, marketing, supplying or selling nanocrystalline and marketing high temperature superconductivity products designed to enhance the quality, capacity, coverage and flexibility of cellular, personal communication services and other wireless telecommunications servicesultrafine powders. For the reasons acknowledged by the Employee Executive at the beginning of this Paragraph 7(cSection 9(c), the Employee Executive additionally acknowledges, covenants, covenants and agrees that at no time during the Term nor during Non-Competition Period, Executive shall not, directly or indirectly, whether on Executive’s own behalf or in behalf of any other person or entity, in any manner (A) contact, solicit or accept the period commencing on business of any person or entity that was a customer, prospective customer, supplier or contractor of the Company for the purpose of obtaining business of the type performed by the Company, or (B) contact, accept or solicit, or attempt to solicit for employment or engagement any persons who were officers or employees of the Company upon the date of termination of the Employee’s his employment with the Company and ending the or at any time within a 180 day following the first anniversary of period before the date of termination of the Employee’s employment with the Company for or to aid any reason, shall the Employee, directly person or indirectly, either alone or as a stockholder, partner, consultant, adviser, owner, agent, creditor, co-venturer of any other entity, or in any other capacity, (i) knowingly sell to or solicit sales of products produced in the Business to any customer or account which was a customer or account of the Company during the Employee’s employment with the Company, or (ii) (other than through general, non targeted advertisements) intentionally solicit, hire, knowingly attempt to solicit or hire, or knowingly participate entity in any attempt to solicit hire or hire engage any person who was an employee such officers or employees of the Company or any of its Affiliates during the Employee’s employment with the Company. For purposes of this Agreement, the Restriction Period means the Term and the period commencing on the date of termination The foregoing restrictions shall not preclude Executive from owning not more than three percent (3%) of the Employee’s employment with the Company and ending the day following the first anniversary voting securities of any corporation whose voting securities are registered under Section 12(g) of the date Securities Exchange Act of termination 1934, even if its business competes with that of the Employee’s employment with the Company for any reason; provided that the Company may elect to extend the Restriction Period for up to one (1) year beyond the first anniversary of the date of termination of the Employee’s employment with the Company if (A) the Company provides written notice of its intent to so extend the Restriction Period at least six (6) months prior to the date on which the Restriction Period would otherwise expire and (B) the Company pays to the Employee the Base Salary, without offset for salary, wages or similar payments from another employer during such extended period, at the rate such Base Salary was being paid to the Employee at the time of termination, for one (1) year beyond the period for which the Company would otherwise be obligated to continue the Base Salary pursuant to this Agreement in the absence of the extension of the Restriction PeriodCompany.