Common use of Enforcement of Covenants Clause in Contracts

Enforcement of Covenants. The Executive acknowledges that the Executive has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him pursuant to Sections 8, 9, 10 and 11 hereof. The Executive agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, and other legitimate interests of the Company and its Company Affiliates; that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him from obtaining other suitable employment during the period in which the Executive is bound by these restraints. The Executive further agrees that the Executive will never assert, or permit to be asserted on the Executive’s behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive to breach any of the covenants contained in Sections 8, 9, 10 or 11 hereof, the damage to the Company would be irreparable. The Executive therefore agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereof, the Company, in addition and supplementary to other rights and remedies existing in its favor (including pursuant to Section 3(c) hereof), may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security), and will additionally be entitled to an award of attorney’s fees incurred in connection with securing any relief hereunder. The parties further agree that if, at the time of enforcement of Sections 8, 9, 10 or 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. The Executive agrees that the Restricted Period shall be tolled, and shall not run, during any period of time in which the Executive is in violation of the terms thereof, in order that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of any provision of this Agreement by the Company, or any other claimed breach of contract or violation of law, or change in the nature or scope of the Executive’s employment relationship with the Company, shall operate to extinguish the Executive’s obligation to comply with Sections 8, 9, 10 and 11 hereof.

Enforcement of Covenants. The Executive Participant acknowledges that the Executive he or she has carefully read and considered all the terms and conditions of this the Non-Statutory Stock Option Agreement, including the restraints imposed upon him or her pursuant to Sections 8, 9, 10 and 11 hereof. this Exhibit A. The Executive Participant agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, Information and other legitimate interests of the Company and its Company Affiliates; that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him or her from obtaining other suitable employment during the period in which the Executive Participant is bound by these restraints. The Executive Participant further agrees that the Executive he or she will never assert, or permit to be asserted on the Executive’s his or her behalf, in any forum, any position contrary to the foregoing. The Executive Participant further acknowledges that, were the Executive he or she to breach any of the covenants contained in Sections 8, 9, 10 or 11 hereofthis Exhibit A, the damage to the Company would be irreparable. The Executive Participant therefore agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereof, the Company, in addition and supplementary to other rights and remedies existing in its favor (including pursuant to Section 3(c) hereof), may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order remedies available to enforce or prevent any violations of the provisions hereof (without posting a bond or other security)it, and will additionally shall be entitled to an award preliminary and permanent injunctive relief against any breach or threatened breach by the Participant of attorney’s fees incurred in connection with securing any relief hereunderof said covenants, without having to post bond. The parties further agree that if, at the time of enforcement of Sections 8, 9, 10 or 11, a court shall hold So that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existingCompany and its Affiliates may enjoy the full protection of these bargained-for restrictions, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for period of restriction in any of the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. The Executive agrees that the Restricted Period covenants in this Exhibit A shall be tolled, and shall not run, during any period of time in which the Executive Participant is in violation of the terms breach thereof. The parties further agree that, in order the event that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of any provision of this Agreement Exhibit A shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the Company, or any other claimed breach of contract or violation of maximum extent permitted by law, or change in the nature or scope of the Executive’s employment relationship with the Company, shall operate to extinguish the Executive’s obligation to comply with Sections 8, 9, 10 and 11 hereof.

Enforcement of Covenants. The Executive acknowledges that the Executive has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him pursuant to Sections 8, 9, 10 and 11 hereof. The Executive agrees without reservation that each of the these restraints contained herein is are necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, and other legitimate interests of the Company and its Company Affiliates; subsidiaries and their trade secrets and Confidential Information and that each and every one of those the restraints is reasonable in respect to subject matter, length of time and geographic area; , and that these restraints, individually or in the aggregate, will not prevent him Executive from obtaining other suitable employment during the period in which the Executive is bound by these the restraints. The Executive further agrees that that, before providing services, whether as an employee or consultant, to any entity during the Restricted Period, Executive will never assert, or permit to be asserted on the Executive’s behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive to breach any provide a copy of the covenants contained in Sections 8Articles 7, 9, 10 or 11 hereofand 18 to such entity. Executive acknowledges that each of these covenants has a unique, the damage very substantial and immeasurable value to the Company and its subsidiaries, that Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force and that, as a result of the foregoing, in the event that Executive breaches such covenants, monetary damages would be irreparablean insufficient remedy for the Company and equitable enforcement of the covenant would be proper. The Executive therefore agrees that the Company, in the event of the breach or a threatened addition to any other remedies available to it, will be entitled to preliminary and permanent injunctive relief against any breach by Executive of any of those covenants, without the provisions necessity of Sections 8, 9, 10 showing actual monetary damages or 11 hereof, the Company, in addition and supplementary to other rights and remedies existing in its favor (including pursuant to Section 3(c) hereof), may apply to any court posting of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). Executive and the Company further agree that, in the event that any provision of Article 7 is determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, that provision will be deemed to be modified to permit its enforcement to the maximum extent permitted by law. Executive further covenants that Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in Article 7 and that Executive will additionally be entitled to an award of attorney’s fees reimburse the Company and its subsidiaries for all costs (including reasonable attorneys’ fees) incurred in connection with securing any relief hereunder. The parties further agree action to enforce any of the provisions of Article 7 if Executive challenges the reasonability or enforceability of any of the provisions of Article 7, it being understood and agreed that ifa dispute as to whether Executive’s conduct in fact violates or violated the terms of Article 7 is not, at the time of enforcement of Sections 8, 9, 10 or 11by itself, a court shall hold challenge regarding the reasonableness or enforceability of Article 7. It is also agreed that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. The Executive agrees that the Restricted Period shall be tolled, and shall not run, during any period of time in which the Executive is in violation each of the terms thereof, in order that Company’s subsidiaries will have the Company and its Company Affiliates shall have right to enforce all of the agreed-upon temporal protection recited herein. No breach of any provision of this Agreement by the Company, or any other claimed breach of contract or violation of law, or change in the nature or scope of the Executive’s employment relationship with the Companyobligations to that subsidiary under this Agreement, shall operate including without limitation pursuant to extinguish the Executive’s obligation to comply with Sections 8, 9, 10 and 11 hereofArticle 7.

Enforcement of Covenants. The Executive acknowledges that the Executive he has carefully read and considered all the terms and conditions of this the Agreement, including the restraints imposed upon him pursuant to Sections 8, 9, 10 and 11 hereofthis Agreement. The Executive agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, Information and other legitimate interests of the Company and its Company Affiliates; that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him from obtaining other suitable employment during the period in which the Executive is bound by these restraints. The Executive further agrees that the Executive he will never assert, or permit to be asserted on the Executive’s his behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive he to breach any of the covenants contained in Sections 8, 9, 10 or 11 hereofthis Agreement, the damage to the Company would be irreparable. The Executive therefore agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereof, the Company, in addition and supplementary to other rights and remedies existing in its favor (including pursuant to Section 3(c) hereof), may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order remedies available to enforce or prevent any violations of the provisions hereof (without posting a bond or other security)it, and will additionally shall be entitled to an award preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of attorney’s fees incurred in connection with securing any relief hereunderof said covenants, without having to post bond. The parties further agree that if, at the time of enforcement of Sections 8, 9, 10 or 11, a court shall hold So that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existingCompany and its Affiliates may enjoy the full protection of these bargained-for restrictions, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for period of restriction in any of the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. The Executive agrees that the Restricted Period covenants in this Agreement shall be tolled, and shall not run, during any period of time in which the Executive is in violation of the terms breach thereof. The parties further agree that, in order the event that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of any provision of this Agreement shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the Company, or any other claimed breach of contract or violation of maximum extent permitted by law, or change in the nature or scope of the Executive’s employment relationship with the Company, shall operate to extinguish the Executive’s obligation to comply with Sections 8, 9, 10 and 11 hereof.

Enforcement of Covenants. The Executive acknowledges that the Executive he has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him pursuant to Sections 8, 9, 10 and 11 hereofRestrictive Covenants. The Executive agrees without reservation that each of the restraints contained herein is Restrictive Covenants are necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, and other legitimate interests of the Company and its Company Affiliates; affiliates and that each and every one of those restraints the Restrictive Covenants is reasonable in respect to subject matter, length of time and geographic area; , and that these restraints, individually or in the aggregate, will not prevent him from obtaining other suitable employment during the period in which the Executive is bound by these restraints. The Executive further agrees that the Executive will never assert, or permit to be asserted on the Executive’s behalf, in any forum, any position contrary to the foregoingotherwise. The Executive further acknowledges that, were the Executive he to breach any of the covenants contained in Sections 8, 9, 10 or 11 hereofRestrictive Covenants, the damage to the Company and its affiliates would be irreparable. The Executive therefore agrees that the Company and its affiliates, in the event of the addition to any other legal or equitable remedies available to them, shall be entitled to preliminary and permanent injunctive relief against any breach or a threatened breach by the Executive of any of the Restrictive Covenants, without having to post bond, and to specific performance of each of the terms thereof, and shall be entitled to recover their reasonable costs and attorneys’ fees in enforcing the Restrictive Covenants. The Executive further agrees that (i) any breach or claimed breach of the provisions of Sections 8this Agreement by, 9or any other claim the Executive may have against, 10 the Company or 11 hereofany of its affiliates will not be a defense to enforcement of any Restrictive Covenant and (ii) the circumstances of the Executive’s termination of employment with the Company will have no impact on the Executive’s obligations to comply with any Restrictive Covenant. The Restrictive Covenants are intended for the benefit of the Company and each of its affiliates. Each affiliate of the Company is an intended third party beneficiary of the Restrictive Covenants, and each affiliate of the Company, in addition and supplementary to other rights and remedies existing in its favor (including pursuant to Section 3(c) hereof)as well as any successor or assign of the Company or such affiliate, may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security), and will additionally be entitled to an award of attorney’s fees incurred in connection with securing any relief hereunderRestrictive Covenants. The parties further agree that, in the event that ifany provision of the Restrictive Covenants shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, at too large a geographic area or too great a range of activities or otherwise, such provision shall be deemed to be modified by the time of court to permit its enforcement of Sections 8, 9, 10 or 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that to the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area extent permitted by law. The Executive agrees that the Restricted Period shall be tolled, and shall not run, during any period of time in which the Executive is in violation of the terms thereof, in order that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of any provision of this Agreement by the Company, or any other claimed breach of contract or violation of law, or change in the nature or scope of the Executive’s employment relationship with the Company, shall operate to extinguish the Executive’s obligation to comply with Sections 8, 9, 10 and 11 hereof.

Enforcement of Covenants. The Executive Participant acknowledges that the Executive he or she has carefully read and considered all the terms and conditions of this the Restricted Stock Unit Award Agreement, including the restraints imposed upon him or her pursuant to Sections 8, 9, 10 and 11 hereof. this Exhibit A. The Executive Participant agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, Information and other legitimate interests of the Company and its Company Affiliates; that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him or her from obtaining other suitable employment during the period in which the Executive Participant is bound by these restraints. The Executive Participant further agrees that the Executive he or she will never assert, or permit to be asserted on the Executive’s his or her behalf, in any forum, any position contrary to the foregoing. The Executive Participant further acknowledges that, were the Executive he or she to breach any of the covenants contained in Sections 8, 9, 10 or 11 hereofthis Exhibit A, the damage to the Company would be irreparable. The Executive Participant therefore agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereof, the Company, in addition and supplementary to other rights and remedies existing in its favor (including pursuant to Section 3(c) hereof), may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order remedies available to enforce or prevent any violations of the provisions hereof (without posting a bond or other security)it, and will additionally shall be entitled to an award preliminary and permanent injunctive relief against any breach or threatened breach by the Participant of attorney’s fees incurred in connection with securing any relief hereunderof said covenants, without having to post bond. The parties further agree that if, at the time of enforcement of Sections 8, 9, 10 or 11, a court shall hold So that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existingCompany and its Affiliates may enjoy the full protection of these bargained-for restrictions, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for period of restriction in any of the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. The Executive agrees that the Restricted Period covenants in this Exhibit A shall be tolled, and shall not run, during any period of time in which the Executive Participant is in violation of the terms breach thereof. The parties further agree that, in order the event that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of any provision of this Agreement Exhibit A shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the Company, or any other claimed breach of contract or violation of maximum extent permitted by law, or change in the nature or scope of the Executive’s employment relationship with the Company, shall operate to extinguish the Executive’s obligation to comply with Sections 8, 9, 10 and 11 hereof.

Enforcement of Covenants. The Executive Participant acknowledges that the Executive he or she has carefully read and considered all the terms and conditions of this the Performance Stock Unit Agreement, including the restraints imposed upon him or her pursuant to Sections 8, 9, 10 and 11 hereof. this Exhibit B. The Executive Participant agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, Information and other legitimate interests of the Company and its Company Affiliates; that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him or her from obtaining other suitable employment during the period in which the Executive Participant is bound by these restraints. The Executive Participant further agrees that the Executive he or she will never assert, or permit to be asserted on the Executive’s his or her behalf, in any forum, any position contrary to the foregoing. The Executive Participant further acknowledges that, were the Executive he or she to breach any of the covenants contained in Sections 8, 9, 10 or 11 hereofthis Exhibit B, the damage to the Company would be irreparable. The Executive Participant therefore agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereof, the Company, in addition and supplementary to other rights and remedies existing in its favor (including pursuant to Section 3(c) hereof), may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order remedies available to enforce or prevent any violations of the provisions hereof (without posting a bond or other security)it, and will additionally shall be entitled to an award preliminary and permanent injunctive relief against any breach or threatened breach by the Participant of attorney’s fees incurred in connection with securing any relief hereunderof said covenants, without having to post bond. The parties further agree that if, at the time of enforcement of Sections 8, 9, 10 or 11, a court shall hold So that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existingCompany and its Affiliates may enjoy the full protection of these bargained-for restrictions, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for period of restriction in any of the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. The Executive agrees that the Restricted Period covenants in this Exhibit B shall be tolled, and shall not run, during any period of time in which the Executive Participant is in violation of the terms breach thereof. The parties further agree that, in order the event that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of any provision of this Agreement Exhibit B shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the Company, or any other claimed breach of contract or violation of maximum extent permitted by law, or change in the nature or scope of the Executive’s employment relationship with the Company, shall operate to extinguish the Executive’s obligation to comply with Sections 8, 9, 10 and 11 hereof.

Enforcement of Covenants. The Executive acknowledges that the Executive has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him pursuant to Sections 8, 9, 10 and 11 hereof. The Executive agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, and other legitimate interests of the Company and its Company Affiliates; that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him from obtaining other suitable employment during the period in which the Executive is bound by these restraints. The Executive further Participant agrees that (i) the Executive will never assert, or permit to be asserted on the Executive’s behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive to breach any of the agreements and covenants contained in Sections 8Section 2 of this Exhibit A are reasonable in scope and duration and necessary to protect and preserve the Company Parties’ legitimate business interests and to prevent any unfair advantage conferred on the Participant taking into account, 9, 10 or 11 hereofand in specific consideration of, the damage undertakings and obligations of the parties under the Agreement, (ii) but for the Participant’s agreement to be bound by the agreements and covenants contained under Section 2 of this Exhibit A, the Company Parties would not have entered into or consummated those transactions contemplated by the Agreement, and (iii) irreparable harm would result to the Company would be irreparableParties as a result of a violation or breach (or potential violation or breach) by the Participant (or his or her Affiliates) of Section 2 of this Exhibit A and the Company Parties shall have the right to specifically enforce the provisions of Section 2 of this Exhibit A in any federal court located in the State of Delaware or any Delaware state court, in addition to any other remedy to which they are entitled at law or in equity. The Executive therefore agrees If a final judgment of a court of competent jurisdiction or other Governmental Authority determines that any term, provision, covenant or restriction contained in Section 2 of this Exhibit A is invalid or unenforceable, then the parties hereto agree that the court of competent jurisdiction or other Governmental Authority will have the power to modify Section 2 of this Exhibit A (including by reducing the scope, duration or geographic area of the term or provision, deleting specific words or phrases or replacing any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision) so as to effect the original intention of the invalid or unenforceable term or provision. To the fullest extent permitted by law, in the event that any proceeding is brought under or in connection with Section 2 of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereofthis Exhibit A, the Company, prevailing party in addition and supplementary to other rights and remedies existing in its favor such proceeding (including pursuant to Section 3(cwhether at final or on appeal) hereof), may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security), and will additionally shall be entitled to an award of attorney’s recover from the other party all costs, expenses, and reasonable attorneys’ fees incurred in connection with securing incident to any relief hereundersuch proceeding. The parties further agree that if, at term “prevailing party” as used herein means the time of enforcement of Sections 8, 9, 10 party in whose favor the final judgment or 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under award is entered in any such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. The Executive agrees that the Restricted Period shall be tolled, and shall not run, during any period of time in which the Executive is in violation of the terms thereof, in order that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of any provision of this Agreement by the Company, or any other claimed breach of contract or violation of law, or change in the nature or scope of the Executive’s employment relationship with the Company, shall operate to extinguish the Executive’s obligation to comply with Sections 8, 9, 10 and 11 hereofproceeding.

Enforcement of Covenants. The Executive acknowledges that the Executive has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him Executive pursuant to Sections 8, 9, 10 7 and 11 8 hereof. The Executive agrees without reservation that each of the said restraints contained herein is are necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, Information and other legitimate interests of the Company and its Company Affiliates; Affiliates and that each and every one of those the restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him from obtaining other suitable employment during the period in which the Executive is bound by these restraints. The Executive further agrees that the Executive will never assert, or permit to be asserted on the Executive’s behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive to breach any of the covenants contained in Sections 8, 9, 10 7 or 11 8 hereof, the damage to the Company would be irreparable. The Executive therefore agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereof, the Company, in addition and supplementary to other rights and remedies existing in its favor (including pursuant to Section 3(c) hereof), may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order remedies available to enforce or prevent any violations of the provisions hereof (without posting a bond or other security)it, and will additionally shall be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of any of said covenants, without having to post bond, together with an award of attorney’s its attorneys’ fees incurred in connection with securing any relief hereunder. The parties further agree that, in the event that ifany provision of Section 7 or 8 hereof shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, at the time too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement of Sections 8, 9, 10 or 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that to the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area extent permitted by law. The Executive agrees that the Restricted Non-Competition Period and Non-Solicitation Period shall be tolled, and shall not run, during any period of time in which the Executive is in violation of the terms thereof, in order that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. Each of the Company’s Affiliates shall have the right to enforce all of the Executive’s obligations to that Affiliate under this Agreement, including without limitation pursuant to Section 7 or 8 hereof. No breach of any provision of this Agreement by the Company, or any other claimed breach of contract or violation of law, or change in the nature or scope of the Executive’s employment or other relationship with the CompanyCompany or any of its Affiliates, shall operate to extinguish the Executive’s obligation to comply with Sections 8, 9, 10 7 and 11 8 hereof.

Enforcement of Covenants. The Executive Employee expressly acknowledges and agrees that the Executive has carefully read provisions contained in Section 8 and considered all Section 9 hereof are reasonable and necessary for the protection and continued viability of the business of the Company and that a breach by Employee of any of the provisions contained in Section 8 and Section 9 hereof would cause the Company serious loss and damage and that the business of the Company would be irreparably harmed. If this Agreement is terminated for any reason, and thereafter Employee violates any of the provisions contained in Section 8 and Section 9 of this Agreement, Employee acknowledges and agrees that the Company shall have the right to immediately cease making payments that may be due and owing to Employee pursuant to this Agreement, and shall have the right to continue to withhold such payments until such time as Employee fully complies with the terms and conditions set forth in Section 8 and Section 9 . Employee and the Company both acknowledge and agree that exact monetary and other damages in the event of this Agreement, including the restraints imposed upon him pursuant to Sections 8, 9, 10 and 11 hereof. The Executive agrees without reservation that each such violations of the restraints contained herein is necessary for the reasonable Agreement are difficult of ascertainment, though great and proper protection of the goodwillirreparable, Confidential Informationand, trade secretsas such, Employee further acknowledges and other legitimate interests of agrees with the Company and its Company Affiliates; that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him from obtaining other suitable employment during the period in which the Executive is bound by these restraints. The Executive further agrees that the Executive will never assert, or permit to be asserted on the Executive’s behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive to breach any of the covenants contained in Sections 8, 9, 10 or 11 hereof, the damage to the Company would be irreparable. The Executive therefore agrees that in the event of the breach a real or a threatened breach by Executive Employee of any of the provisions of Sections 8, 9, 10 or 11 contained in Section 8 and Section 9 hereof, the Company, Company shall be entitled to commence proceedings in addition and supplementary to other rights and remedies existing in its favor (including pursuant to Section 3(c) hereof), may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security), and will additionally be entitled to an award of attorney’s fees incurred in connection with securing any obtain preliminary or permanent injunctive relief hereunder. The parties further agree that ifor other appropriate equitable remedies, at the time of enforcement of Sections 8, 9, 10 or 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances which rights and remedies shall be substituted for in addition to any other rights or remedies to which the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by Company may be justly entitled at law. The Executive agrees that the Restricted Period If any portion of Section 8 and Section 9 shall be tolledadjudicated to be invalid or unenforceable, and then the Sections shall be deemed amended to make the portion comply with law or, if this is not runpossible, during any period of time in which to delete therefrom the Executive is in violation of the terms thereofportion thus adjudicated to be invalid or unenforceable, in order that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of any provision but such deleted portion of this Agreement by shall remain in effect with respect to the Company, or any other claimed breach of contract or violation of law, or change in the nature or scope operation of the Executive’s employment relationship with Sections in all jurisdictions other than the Companyjurisdiction which invalidates the portion deleted, shall operate to extinguish the Executive’s obligation to comply with Sections 8, 9, 10 and 11 hereofwithout limitation.

Enforcement of Covenants. The Executive acknowledges that the Executive he has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him pursuant to Sections 87, 9, 10 8 and 11 9 hereof. The Executive agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the goodwillgood will, Confidential Information, trade secrets, secrets and other legitimate interests of the Company and its Company Affiliates; that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him from obtaining other suitable employment during the period in which the Executive is bound by these restraints. The Executive further agrees that the Executive he will never assert, or permit to be asserted on the Executive’s his behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive he to breach any of the covenants contained in Sections 87, 9, 10 8 or 11 9 hereof, the damage to the Company would be irreparable. The Executive therefore agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereof, the Company, in addition and supplementary to other rights and remedies existing in its favor (including pursuant to Section 3(c) hereof), may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order remedies available to enforce or prevent any violations of the provisions hereof (without posting a bond or other security)it, and will additionally shall be entitled to an award preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of attorney’s any of said covenants, without having to post bond and to recover its reasonable attorneys’ fees and costs incurred in connection with securing any relief hereunder. The parties further agree that if, at the time of enforcement of Sections 8, 9, 10 or 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by lawrelief. The Executive agrees that the Restricted Period shall be tolled, and shall not run, during any period of time in which the Executive he is in violation of the terms thereof, in order that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of The parties further agree that, in the event that any provision of this Agreement Section 7, 8 or 9 hereof shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the Company, or any other claimed breach of contract or violation of maximum extent permitted by law, or change in the nature or scope of the Executive’s employment relationship with the Company, shall operate to extinguish the Executive’s obligation to comply with Sections 8, 9, 10 and 11 hereof.

Enforcement of Covenants. The Executive acknowledges that the Executive she has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him her pursuant to Sections 87, 9, 10 8 and 11 9 hereof. The Executive agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, Information and other legitimate interests of the Company and its Company Affiliates; that each and every one of those these restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him her from obtaining other suitable employment during the period in which the Executive is bound by these restraintsthem. The Executive further agrees that the Executive she will never assert, or permit to be asserted on the Executive’s her behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive she to breach any of the covenants contained in Sections 87, 9, 10 8 or 11 9 hereof, the damage to the Company and its Affiliates would be irreparable. The Executive therefore agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereof, the Company, in addition and supplementary to other rights and remedies existing not in its favor (including pursuant to Section 3(c) hereof), may apply the alternative to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order remedies available to enforce or prevent any violations of the provisions hereof (without posting a bond or other security)it, and will additionally shall be entitled to an award preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of attorney’s fees incurred in connection with securing any relief hereunderof said covenants, without having to post bond. The parties further agree that, in the event that ifany provision of Section 7, at the time 8 or 9 hereof shall be determined by any court of competent jurisdiction to be unenforceable such provision shall be deemed to be modified to permit its enforcement of Sections 8, 9, 10 or 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that to the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area extent permitted by law. The Executive agrees that the Restricted Period shall be tolled, and shall not run, during any period of time in which the Executive she is in violation of the terms thereof, in order that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of any provision of this Agreement by the Company, or any other claimed breach of contract or violation of law, or change in the nature or scope of the Executive’s employment relationship with the Company, shall operate to extinguish the Executive’s obligation to comply with Sections 87, 98 and 9 hereof. Each of the Company’s Affiliates shall have the right to enforce all of the Executive’s obligations to that Affiliate under this Agreement, 10 and 11 including without limitation pursuant to Section 7, 8 or 9 hereof.

Enforcement of Covenants. The Executive acknowledges that the Executive has he was provided with at least ten (10) days to carefully read and considered consider all the terms and conditions of this Agreement, including the restraints imposed upon him pursuant to Sections 87, 8 and 9, 10 and 11 hereofhas had the opportunity to consult with legal counsel of Executive’s choosing regarding such terms and conditions. The Executive agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, Information and other legitimate interests of the Company and its Company Affiliates; that each and every one of those these restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him from obtaining other suitable employment during the period in which the Executive is bound by these restraintsthem. The Executive further agrees that the Executive he will never assert, or permit to be asserted on the Executive’s his behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive he to breach any of the covenants contained in Sections 87, 8 or 9, 10 or 11 hereof, the damage to the Company and its Affiliates would be irreparable. The Executive therefore agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereof, the Company, in addition and supplementary to other rights and remedies existing in its favor (including pursuant to Section 3(c) hereof), may apply to any court other remedies available to it, shall be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of law or equity any of competent jurisdiction for specific performance or injunctive or other relief in order said covenants, without having to enforce or prevent any violations of the provisions hereof (without posting a bond or other security)post bond, and will additionally be entitled to an award of attorney’s fees incurred in connection with securing any relief hereunder. The parties further agree that, in the event that ifany provision of Section 7, at the time 8 or 9 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement of Sections 8, 9, 10 or 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that to the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area extent permitted by law. The Executive agrees that the Restricted Nonsolicitation Period shall be tolled, and shall not run, during any period of time in which the Executive he is in violation of the terms thereof, in order that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of any provision of this Agreement by the Company, or any other claimed breach of contract or violation of law, or change in the nature or scope of the Executive’s employment relationship with the Company, shall operate to extinguish the Executive’s obligation to comply with Sections 87, 8 and 9. Each of the Company’s Affiliates shall have the right to enforce all of the Executive’s obligations to that Affiliate under this Agreement, 10 and 11 hereofincluding without limitation pursuant to Section 7, 8 or 9.

Enforcement of Covenants. The Executive acknowledges that the Executive he has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him pursuant to Sections 87, 9, 10 8 and 11 9 hereof. The Executive agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, Information and other legitimate interests of the Company and its Company Affiliates; that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him from obtaining other suitable employment during the period in which the Executive is bound by these restraints. The Executive further agrees that the Executive he will never assert, or permit to be asserted on the Executive’s his behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive he to breach any of the covenants contained in Sections 87, 9, 10 8 or 11 9 hereof, the damage to the Company would be irreparable. The Executive therefore agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereof, the Company, in addition and supplementary to other rights and remedies existing in its favor (including pursuant to Section 3(c) hereof), may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order remedies available to enforce or prevent any violations of the provisions hereof (without posting a bond or other security)it, and will additionally shall be entitled to an award preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of attorney’s fees incurred in connection with securing any relief hereunderof said covenants, without having to post bond. The parties further agree that, in the event that ifany provision of Section 7, at the time 8 or 9 hereof shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement of Sections 8, 9, 10 or 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that to the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area extent permitted by law. The Executive agrees that the Restricted Non-Competition Period shall be tolled, and shall not run, during any period of time in which the Executive he is in violation of the terms thereofof Sections 7, 8 or 9 hereof, in order that the Company and its Company Affiliates shall have all of the agreed-agreed upon temporal protection recited hereinset forth in this Agreement. No breach of any provision of this Agreement by the Company, or any other claimed breach of contract or purported violation of law, or change in law by the nature or scope of the Executive’s employment relationship with the Company, Company shall operate to extinguish excuse the Executive’s obligation to comply with fulfill the requirements of Sections 87, 9, 10 8 and 11 9 hereof.

Enforcement of Covenants. The Executive acknowledges that the Executive has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him pursuant to Sections 8, 9, 10 and 11 hereof. The Executive agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, and other legitimate interests of the Company and its Company Affiliates; that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him from obtaining other suitable employment during the period in which the Executive is bound by these restraints. The Executive further Participant agrees that (i) the Executive will never assert, or permit to be asserted on the Executive’s behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive to breach any of the agreements and covenants contained in Sections 8Section 2 of this Exhibit A are reasonable in scope and duration and necessary to protect and preserve the Company Parties' legitimate business interests and to prevent any unfair advantage conferred on the Participant taking into account, 9, 10 or 11 hereofand in specific consideration of, the damage undertakings and obligations of the parties under the Agreement, (ii) but for the Participant's agreement to be bound by the agreements and covenants contained under Section 2 of this Exhibit A, the Company Parties would not have entered into or consummated those transactions contemplated by the Agreement, and (iii) irreparable harm would result to the Company would be irreparableParties as a result of a violation or breach (or potential violation or breach) by the Participant (or his or her Affiliates) of Section 2 of this Exhibit A and the Company Parties shall have the right to specifically enforce the provisions of Section 2 of this Exhibit A in any federal court located in the State of Delaware or any Delaware state court, in addition to any other remedy to which they are entitled at law or in equity. The Executive therefore agrees If a final judgment of a court of competent jurisdiction or other Governmental Authority determines that any term, provision, covenant or restriction contained in Section 2 of this Exhibit A is invalid or unenforceable, then the parties hereto agree that the court of competent jurisdiction or other Governmental Authority will have the power to modify Section 2 of this Exhibit A (including by reducing the scope, duration or geographic area of the term or provision, deleting specific words or phrases or replacing any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision) so as to effect the original intention of the invalid or unenforceable term or provision. To the fullest extent permitted by law, in the event that any proceeding is brought under or in connection with Section 2 of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereofthis Exhibit A, the Company, prevailing party in addition and supplementary to other rights and remedies existing in its favor such proceeding (including pursuant to Section 3(cwhether at final or on appeal) hereof), may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security), and will additionally shall be entitled to an award of attorney’s recover from the other party all costs, expenses, and reasonable attorneys' fees incurred in connection with securing incident to any relief hereundersuch proceeding. The parties further agree that if, at term "prevailing party" as used herein means the time of enforcement of Sections 8, 9, 10 party in whose favor the final judgment or 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under award is entered in any such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. The Executive agrees that the Restricted Period shall be tolled, and shall not run, during any period of time in which the Executive is in violation of the terms thereof, in order that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of any provision of this Agreement by the Company, or any other claimed breach of contract or violation of law, or change in the nature or scope of the Executive’s employment relationship with the Company, shall operate to extinguish the Executive’s obligation to comply with Sections 8, 9, 10 and 11 hereofproceeding.

Enforcement of Covenants. The Executive acknowledges that the Executive has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him pursuant to Sections 8, 9, 10 and 11 hereof. The Executive agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, and other legitimate interests of the Company and its Company Affiliates; that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him from obtaining other suitable employment during the period in which the Executive is bound by these restraints. The Executive further Participant agrees that (i) the Executive will never assert, or permit to be asserted on the Executive’s behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive to breach any of the agreements and covenants contained in Sections 8, 9, 10 or 11 hereofSection 2 are reasonable in scope and duration and necessary to protect and preserve the Company Parties’ legitimate business interests and to prevent any unfair advantage conferred on the Participant taking into account and in specific consideration of the undertakings and obligations of the parties under the Agreement (ii) but for the Participant’s agreement to be bound by the agreements and covenants contained under Section 2 of this Exhibit A, the damage Company Parties would not have entered into or consummated those transactions contemplated by the Agreement, and (iii) that irreparable harm would result to the Company would be irreparableParties as a result of a violation or breach (or potential violation or breach) by the Participant (or his or her Affiliates) of Section 2 of this Exhibit A and the Company Parties shall have the right to specifically enforce the provisions of Section 2 of this Exhibit A in any federal court located in the State of Delaware or any Delaware state court, in addition to any other remedy to which they are entitled at law or in equity. The Executive therefore agrees If a final judgment of a court of competent jurisdiction or other Governmental Authority determines that any term, provision, covenant or restriction contained in Section 2 of this Exhibit A is invalid or unenforceable, then the parties hereto agree that the court of competent jurisdiction or other Governmental Authority will have the power to modify Section 2 of this Exhibit A (including by reducing the scope, duration or geographic area of the term or provision, deleting specific words or phrases or replacing any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision) so as to effect the original intention of the invalid or unenforceable term or provision. To the fullest extent permitted by law, in the event that any proceeding is brought under or in connection with Section 2 of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereofthis Exhibit A, the Company, prevailing party in addition and supplementary to other rights and remedies existing in its favor such proceeding (including pursuant to Section 3(cwhether at final or on appeal) hereof), may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security), and will additionally shall be entitled to an award of attorney’s recover from the other party all costs, expenses, and reasonable attorneys’ fees incurred in connection with securing incident to any relief hereundersuch proceeding. The parties further agree that if, at term “prevailing party” as used herein means the time of enforcement of Sections 8, 9, 10 party in whose favor the final judgment or 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under award is entered in any such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. The Executive agrees that the Restricted Period shall be tolled, and shall not run, during any period of time in which the Executive is in violation of the terms thereof, in order that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of any provision of this Agreement by the Company, or any other claimed breach of contract or violation of law, or change in the nature or scope of the Executive’s employment relationship with the Company, shall operate to extinguish the Executive’s obligation to comply with Sections 8, 9, 10 and 11 hereofproceeding.

Enforcement of Covenants. The Executive acknowledges that the Executive he has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him pursuant to Sections 87, 8 and 9, 10 and 11 hereof. The Executive agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, Information and other legitimate interests of the Company and its Company Affiliates; that each and every one of those these restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him from obtaining other suitable employment during the period in which the Executive is bound by these restraintsthem. The Executive further agrees that the Executive he will never assert, or permit to be asserted on the Executive’s his behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive he to breach any of the covenants contained in Sections 87, 8 or 9, 10 or 11 hereof, the damage to the Company and its Affiliates would be irreparable. The Executive therefore agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereof, the Company, in addition and supplementary to other rights and remedies existing in its favor (including pursuant to Section 3(c) hereof), may apply to any court other remedies available to it, shall be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of law or equity any of competent jurisdiction for specific performance or injunctive or other relief in order said covenants, without having to enforce or prevent any violations of the provisions hereof (without posting a bond or other security)post bond, and will additionally be entitled to an award of attorney’s fees incurred in connection with securing any relief hereunder. The parties further agree that, in the event that ifany provision of Section 7, at the time 8 or 9 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement of Sections 8, 9, 10 or 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that to the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area extent permitted by law. The Executive agrees that the Restricted Period shall be tolled, and shall not run, during any period of time in which the Executive he is in violation of the terms thereof, in order that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of any provision of this Agreement by the Company, or any other claimed breach of contract or violation of law, or change in the nature or scope of the Executive’s employment relationship with the Company, shall operate to extinguish the Executive’s obligation to comply with Sections 87, 8 and 9. Each of the Company’s Affiliates shall have the right to enforce all of the Executive’s obligations to that Affiliate under this Agreement, 10 and 11 hereofincluding without limitation pursuant to Section 7, 8 or 9.

Enforcement of Covenants. The Executive acknowledges that the Executive he has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him pursuant to Sections 8, 9, 9 and 10 and 11 hereof. The Executive agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the goodwillgood will, Confidential Information, trade secrets, secrets and other legitimate interests of the Company and its Company AffiliatesGroup Members; that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him from obtaining other suitable employment during the period in which the Executive is bound by these restraints. The Executive further agrees that the Executive he will never assert, or permit to be asserted on the Executive’s his behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive he to breach any of the covenants contained in Sections 8, 9, 9 or 10 or 11 hereof, the damage to the Company each affected Group Member would be irreparable. The Executive therefore agrees that each Group Member, in the event of the addition to any other remedies available to it, shall be entitled to preliminary and permanent injunctive relief against any breach or a threatened breach by the Executive of any of said covenants, without having to post bond and to recover its reasonable attorneys’ fees and costs incurred in securing such relief. The Executive understands that his position and/or responsibilities within the Company may change during the course of his employment. Notwithstanding those possible changes, the Executive understands and agrees that the provisions of Sections and, in particular, Section 8, 9, 9 and 10 or 11 hereof, the Company, shall remain in addition full force and supplementary to other rights and remedies existing in its favor (including pursuant to Section 3(c) hereof), may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security), and will additionally be entitled to an award of attorney’s fees incurred in connection with securing any relief hereunder. The parties further agree that if, at the time of enforcement of Sections 8, 9, 10 or 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by laweffect. The Executive agrees that the Restricted Period shall be tolled, and shall not run, during any period of time in which the Executive he is in violation of the terms thereof, in order that the Company and its Company Affiliates Group Members shall have all of the agreed-upon temporal protection recited herein. No breach of The parties further agree that, in the event that any provision of this Agreement by the Company, or any other claimed breach of contract or violation of law, or change in the nature or scope of the Executive’s employment relationship with the Company, shall operate to extinguish the Executive’s obligation to comply with Sections Section 8, 99 or 10 hereof shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, 10 and 11 hereoftoo large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

Enforcement of Covenants. The Executive acknowledges In signing this Agreement, the Employee gives the Company assurance that the Executive he has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon on him pursuant to under Sections 8, 9, 10 7 and 11 8 hereof. The Executive Employee agrees without reservation that each of the these restraints contained herein is are necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, and other legitimate interests of the Company and its Company Affiliates; that each and every one of those the restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, restraints will not prevent him from obtaining other suitable employment during the period in which the Executive is bound by these restraintsNon-Competition Period. The Executive Employee further agrees that the Executive will never assert, or permit to be asserted on the Executive’s behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive he to breach any of the covenants contained in Sections 8, 9, 10 Section 7 or 11 8 hereof, the damage to the Company and its Affiliates would be irreparable. The Executive Employee therefore agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereof, the Company, in addition to any other remedies available to it, shall be entitled to preliminary and supplementary permanent injunctive relief against any breach or threatened breach by the Employee of any of those covenants, without having to post bond, and that he will not take, and he will not permit anyone else to take on his behalf, any position in a court or any other rights forum inconsistent with any of his covenants relating to this Section 9. The Employee and remedies existing the Company further agree that, in its favor (including pursuant to the event that any provision of Section 3(c) hereof), may apply to 7 or 8 is determined by any court of law or equity of competent jurisdiction for specific performance to be unenforceable by reason of its being extended over too great a time, too large a geographic area or injunctive or other relief in order too great a range of activities, that provision shall be deemed to enforce or prevent any violations of the provisions hereof (without posting a bond or other security), and will additionally be entitled modified to an award of attorney’s fees incurred in connection with securing any relief hereunder. The parties further agree that if, at the time of permit its enforcement of Sections 8, 9, 10 or 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that to the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area extent permitted by law. The Executive agrees It is also agreed that each of the Restricted Period Company’s Affiliates shall have the right to enforce all of the Employee’s obligations to that Affiliate under this Agreement, including without limitation pursuant to Sections 7 and 8 hereof. If Employee is found to have breached any promise made in Sections 7 or 8 hereof, the two year period specified in Section 8 of the Agreement shall be tolled, and shall not run, during any extended by the period of time for which Employee was in which the Executive is in violation of the terms thereof, in order that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of any provision of this Agreement by the Company, or any other claimed breach of contract or violation of law, or change in the nature or scope of the Executive’s employment relationship with the Company, shall operate to extinguish the Executive’s obligation to comply with Sections 8, 9, 10 and 11 hereofbreach.

Enforcement of Covenants. The Executive acknowledges that the Executive has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him the Executive pursuant to Sections 87, 9, 10 8 and 11 9 hereof. The Executive agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, Information and other legitimate interests of the Company and its Company Affiliates; that each and every one of those these restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him the Executive from obtaining other suitable employment during the period in which the Executive is bound by these restraintsthem. The Executive further agrees that the Executive will never assert, or permit to be asserted on the Executive’s behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive to breach any of the covenants contained in Sections 87, 9, 10 8 or 11 9 hereof, the damage to the Company and its Affiliates would be irreparable. The Executive therefore agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereof, the Company, in addition and supplementary to other rights and remedies existing not in its favor (including pursuant to Section 3(c) hereof), may apply the alternative to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order remedies available to enforce or prevent any violations of the provisions hereof (without posting a bond or other security)it, and will additionally shall be entitled to an award seek preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of attorney’s fees incurred in connection with securing any relief hereunderof said covenants, without having to post bond. The parties further agree that, in the event that if, at the time of enforcement any provision of Sections 87, 98 or 9 hereof shall be determined by any court of competent jurisdiction to be unenforceable, 10 or 11, a court such provision shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that be deemed to be modified to permit its enforcement to the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area extent permitted by law. The Executive agrees that the Restricted Period shall be tolled, and shall not run, during any period of time in which the Executive is in violation of the terms thereof, in order that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of any provision of this Agreement by the Company, or any other claimed breach of contract or violation of law, or change in the nature or scope of the Executive’s employment relationship with the Company, shall operate to extinguish the Executive’s obligation to comply with Sections 87, 98 and 9 hereof. Each of the Company’s Affiliates shall have the right to enforce all of the Executive’s obligations to that Affiliate under this Agreement, 10 and 11 including, without limitation, pursuant to Sections 7, 8 or 9 hereof.

Enforcement of Covenants. The Executive acknowledges that the Executive has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him pursuant to Sections 8, 9, 10 and 11 hereof. The Executive agrees without reservation that each of the these restraints contained herein is are necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, and other legitimate interests of the Company and its Company Affiliates; subsidiaries and their trade secrets and Confidential Information and that each and every one of those the restraints is reasonable in respect to subject matter, length of time and geographic area; , and that these restraints, individually or in the aggregate, will not prevent him Executive from obtaining other suitable employment during the period in which the Executive is bound by these the restraints. The Executive further agrees that that, before providing services, whether as an employee or consultant, to any entity during the Restricted Period, Executive will never assert, or permit to be asserted on the Executive’s behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive to breach any provide a copy of the covenants contained in Sections 8Articles 7, 9, 10 or 11 hereofand 18 to such entity. Executive acknowledges that each of these covenants has a unique, the damage very substantial and immeasurable value to the Company and its subsidiaries, that Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force and that, as a result of the foregoing, in the event that Executive breaches such covenants, monetary damages would be irreparablean insufficient remedy for the Company and equitable enforcement of the covenant would be proper. The Executive therefore agrees that the Company, in the event of the breach or a threatened addition to any other remedies available to it, will be entitled to preliminary and permanent injunctive relief against any breach by Executive of any of those covenants, without the provisions necessity of Sections 8, 9, 10 showing actual monetary damages or 11 hereof, the Company, in addition and supplementary to other rights and remedies existing in its favor (including pursuant to Section 3(c) hereof), may apply to any court posting of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). Executive and the Company further agree that, in the event that any provision of Article 7 is determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, that provision will be deemed to be modified to permit its enforcement to the maximum extent permitted by law. Executive further covenants that Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in Article 7 and that Executive will additionally be entitled to an award of attorney’s fees reimburse the Company and its subsidiaries for all costs (including reasonable attorneys’ fees) incurred in connection with securing any relief hereunder. The parties further agree action to enforce any of the provisions of Article 7 if Executive challenges the reasonability or enforceability of any of the provisions of Article 7, it being understood and agreed that ifa dispute as to whether Executive’s conduct in fact violates or violated the terms of Article 7 is not, at the time of enforcement of Sections 8, 9, 10 or 11by itself, a court shall hold challenge regarding the reasonableness or enforceability of Article 7. It is also agreed that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. The Executive agrees that the Restricted Period shall be tolled, and shall not run, during any period of time in which the Executive is in violation each of the terms thereof, in order that Company's subsidiaries will have the Company and its Company Affiliates shall have right to enforce all of the agreed-upon temporal protection recited herein. No breach of any provision of this Agreement by the Company, or any other claimed breach of contract or violation of law, or change in the nature or scope of the Executive’s employment relationship with the Companyobligations to that subsidiary under this Agreement, shall operate including without limitation pursuant to extinguish the Executive’s obligation to comply with Sections 8, 9, 10 and 11 hereofArticle 7.

Enforcement of Covenants. The Executive acknowledges that the Executive she has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him her pursuant to Sections 87, 9, 10 8 and 11 9 hereof. The Executive agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the goodwillgood will, Confidential Information, trade secrets, secrets and other legitimate interests of the Company and its Company Affiliates; that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him her from obtaining other suitable employment during the period in which the Executive is bound by these restraints. The Executive further agrees that the Executive she will never assert, or permit to be asserted on the Executive’s her behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive she to breach any of the covenants contained in Sections 87, 9, 10 8 or 11 9 hereof, the damage to the Company would be irreparable. The Executive therefore agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereof, the Company, in addition and supplementary to other rights and remedies existing in its favor (including pursuant to Section 3(c) hereof), may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order remedies available to enforce or prevent any violations of the provisions hereof (without posting a bond or other security)it, and will additionally shall be entitled to an award preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of attorney’s any of said covenants, without having to post bond and to recover its reasonable attorneys’ fees and costs incurred in connection with securing any relief hereunder. The parties further agree that if, at the time of enforcement of Sections 8, 9, 10 or 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by lawrelief. The Executive agrees that the Restricted Period shall be tolled, and shall not run, during any period of time in which the Executive she is in violation of the terms thereof, in order that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of The parties further agree that, in the event that any provision of this Agreement Section 7, 8 or 9 hereof shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the Company, or any other claimed breach of contract or violation of maximum extent permitted by law, or change in the nature or scope of the Executive’s employment relationship with the Company, shall operate to extinguish the Executive’s obligation to comply with Sections 8, 9, 10 and 11 hereof.

Enforcement of Covenants. The Executive acknowledges Participant gives the Company assurance that the Executive Participant has carefully read and considered all of the restraints hereunder, has not relied on any agreements or representations, express or implied, that are not set forth expressly in this Agreement, and has, by signing this Agreement, agreed to the terms and conditions of this Agreement, including the restraints imposed upon him pursuant to Sections 8, 9, 10 Schedule I knowingly and 11 hereofvoluntarily. The Executive Participant agrees without reservation that each of the these restraints contained herein is are necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, and other legitimate interests of the Company and its Company Affiliates; that each , and every one of those restraints is are reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him from obtaining other suitable employment during the period in which the Executive is bound by these restraints. The Executive Participant further agrees that the Executive will never assert, or permit to be asserted on the Executive’s behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive Participant to breach any of the covenants contained in Sections 8, 9, 10 or 11 hereofherein, the damage to the Company and its Affiliates would be irreparable. The Executive Participant therefore agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereof, the Company, in addition to any other remedies available to it, will be entitled to preliminary and supplementary permanent injunctive relief against any breach or threatened breach by the Participant of any such covenants, without having to other rights post bond. So that the Company may enjoy the full benefit of the covenants contained in Section 4 above, the Participant agrees that the Restricted Period will be tolled, and remedies existing in its favor (including pursuant to Section 3(c) hereof)will not run, may apply to during the period of any breach by the Participant of such covenants. In the event that any provision of this Schedule I is determined by any court of law or equity of competent jurisdiction for specific performance to be unenforceable by reason of its being extended over too great a time, too large a geographic area or injunctive or other relief in order too great a range of activities, that provision will be deemed to enforce or prevent any violations of the provisions hereof (without posting a bond or other security), and will additionally be entitled modified to an award of attorney’s fees incurred in connection with securing any relief hereunder. The parties further agree that if, at the time of permit its enforcement of Sections 8, 9, 10 or 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that to the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area extent permitted by law. The Executive Participant agrees that the Restricted Period shall be tolled, and shall not run, during any period of time in which the Executive is in violation each of the terms thereof, in order Company’s Affiliates will have the right to enforce the Participant’s obligations to that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. Affiliate under this Schedule I. No breach of any provision of this Agreement by the Company, or any other claimed breach of contract this Schedule I or other violation of lawlaw attributed to the Company or any of its Affiliates, or change in the nature or scope of the ExecutiveParticipant’s employment or other relationship with the CompanyCompany or any of its Affiliates, shall will operate to extinguish excuse the ExecutiveParticipant from the performance of the Participant’s obligation to comply with Sections 8, 9, 10 and 11 hereof.obligations under this Schedule I.

Enforcement of Covenants. The Executive acknowledges that the Executive he has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him pursuant to Sections 8, this Section 9, 10 and 11 hereof. The Executive agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, confidential information and other legitimate interests of the Company and its Company Affiliates; that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him from obtaining other suitable employment during the period in which the Executive is bound by these restraints. The Executive further agrees that the Executive he will never assert, or permit to be asserted on the Executive’s his behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive he to breach any of the covenants contained in Sections 8, this Section 9, 10 or 11 hereof, the damage to the Company would be irreparable. The Executive therefore agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereof, the Company, in addition and supplementary to other rights and remedies existing in its favor (including pursuant to Section 3(c) hereof), may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order remedies available to enforce or prevent any violations of the provisions hereof (without posting a bond or other security)it, and will additionally shall be entitled to an award apply for preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of attorney’s fees incurred in connection with securing any relief hereunderof said covenants, without having to post bond. The parties further agree that, in the event that ifany provision of this Section 9 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, at the time too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement of Sections 8, 9, 10 or 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that to the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area extent permitted by law. The Executive agrees that the Restricted Period period set forth in Section 9(a) above shall be tolled, and shall not run, during any period of time in which the Executive is in violation of the terms thereof, in order that the Company and its Company Affiliates shall have all of the agreed-agreed upon temporal protection recited herein. No breach of any provision of this Agreement by the Company, or any other claimed breach of contract or violation of law, or change in the nature or scope of the Executive’s employment relationship with the Company, shall operate to extinguish the Executive’s obligation to comply with Sections 8, this Section 9, 10 and 11 hereof.

Enforcement of Covenants. The Executive acknowledges that the Executive he has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him pursuant to Sections 8, 9, 9 and 10 and 11 hereof. The Executive agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the goodwillgood will, Confidential Information, trade secrets, secrets and other legitimate interests of the Company and its Company Affiliates; that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him from obtaining other suitable employment during the period in which the Executive is bound by these restraints. The Executive further agrees that the Executive he will never assert, or permit to be asserted on the Executive’s his behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive he to breach any of the covenants contained in Sections 8, 9, 9 and 10 or 11 hereof, the damage to the Company would be irreparable. The Executive therefore agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereof, the Company, in addition and supplementary to other rights and remedies existing in its favor (including pursuant to Section 3(c) hereof), may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order remedies available to enforce or prevent any violations of the provisions hereof (without posting a bond or other security)it, and will additionally shall be entitled to an award preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of attorney’s any of said covenants, without having to post bond and to recover its reasonable attorneys’ fees and costs incurred in connection with securing any relief hereunder. The parties further agree that if, at the time of enforcement of Sections 8, 9, 10 or 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by lawrelief. The Executive agrees that the Restricted Period shall be tolled, and shall not run, during any period of time in which the Executive he is in violation of the terms thereof, in order that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of The parties further agree that, in the event that any provision of this Agreement by the Company, or any other claimed breach of contract or violation of law, or change in the nature or scope of the Executive’s employment relationship with the Company, shall operate to extinguish the Executive’s obligation to comply with Sections Section 8, 99 or 10 hereof shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, 10 and 11 hereoftoo large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

Enforcement of Covenants. The Executive acknowledges that the Executive she has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him him/her pursuant to Sections 8, 9, 10 7 and 11 8 hereof. The Executive agrees without reservation that each of the said restraints contained herein is are necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, Information and other legitimate interests of the Company and its Company Affiliates; Affiliates and that each and every one of those the restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him from obtaining other suitable employment during the period in which the Executive is bound by these restraints. The Executive further agrees that the Executive will never assert, or permit to be asserted on the Executive’s behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive she to breach any of the covenants contained in Sections 8, 9, 10 7 or 11 8 hereof, the damage to the Company would be irreparable. The Executive therefore agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereof, the Company, in addition and supplementary to other rights and remedies existing in its favor (including pursuant to Section 3(c) hereof), may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order remedies available to enforce or prevent any violations of the provisions hereof (without posting a bond or other security)it, and will additionally shall be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of any of said covenants, without having to post bond, together with an award of attorney’s its attorneys’ fees incurred in connection with securing any relief hereunder. The parties further agree that, in the event that ifany provision of Section 7 or 8 hereof shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, at the time too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement of Sections 8, 9, 10 or 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that to the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area extent permitted by law. The Executive agrees that the Restricted Non-Competition Period and Non-Solicitation Period shall be tolled, and shall not run, during any period of time in which the Executive she is in violation of the terms thereof, in order that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. Each of the Company’s Affiliates shall have the right to enforce all of the Executive’s obligations to that Affiliate under this Agreement, including without limitation pursuant to Section 7 or 8 hereof. No breach of any provision of this Agreement by the Company, or any other claimed breach of contract or violation of law, or change in the nature or scope of the Executive’s employment or other relationship with the CompanyCompany or any of its Affiliates, shall operate to extinguish the Executive’s obligation to comply with Sections 8, 9, 10 7 and 11 8 hereof.

Enforcement of Covenants. The Executive acknowledges that the Executive has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him the Executive pursuant to Sections 87, 9, 10 8 and 11 9 hereof. The Executive agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, Information and other legitimate interests of the Company and its Company AffiliatesAffiliates and Affiliated Physician Practices; that each and every one of those these restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him the Executive from obtaining other suitable employment during the period in which the Executive is bound by these restraints. The Executive further agrees that the Executive will never assert, or permit to be asserted on the Executive’s behalf, in any forum, any position contrary to the foregoingthem. The Executive further acknowledges that, were the Executive to breach any of the covenants contained in Sections 87, 9, 10 8 or 11 9 hereof, the damage to the Company would be irreparable. The Executive therefore agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereof, the Company, in addition and supplementary to other rights and remedies existing in its favor (including pursuant to Section 3(c) hereof), may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order remedies available to enforce or prevent any violations of the provisions hereof (without posting a bond or other security)it, and will additionally shall be entitled to an award apply for preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of attorney’s fees incurred in connection with securing any relief hereunderof said covenants, without having to post bond. The parties further agree that, in the event that ifany provision of Section 7, at the time 8 or 9 hereof shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement of Sections 8, 9, 10 or 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that to the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area extent permitted by law. The Executive agrees that the Restricted Non-Competition Period shall be tolled, and shall not run, during any period of time in which the Executive is in violation of the terms thereof, in order that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of any provision of this Agreement by the Company, or any other claimed breach of contract or violation of law, or change in the nature or scope of the Executive’s employment relationship with the Company, shall operate to extinguish the Executive’s obligation to comply with Sections 87, 9, 10 8 and 11 9 hereof.

Enforcement of Covenants. The Executive acknowledges that the Executive has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him nonsolicitation, interference, noncompetition, conflicts and confidentiality covenants of Executive pursuant to Sections 8, 9, 10 6 and 11 hereof7 and has been offered a reasonable opportunity to review the Agreement with Executive’s advisors. The Executive agrees without reservation acknowledges that each the enforcement by the Company of the restraints covenants contained herein is necessary for will cause no undue hardship on Executive, that the reasonable scope, duration and proper protection area of the goodwill, Confidential Information, trade secrets, covenants are appropriate and other legitimate interests reasonable in all respects in light of the nature of the business of the Company and the legitimate need of the Company to protect its Company Affiliates; that each customer base and every one of those restraints is reasonable in respect to subject matterbusiness, length of time and geographic area; and that these restraintsthe covenants are ancillary to otherwise enforceable agreements and are supported by independent, individually valuable consideration. Executive understands that, but for the agreement of Executive to comply with such covenants, the Company would not have entered into this Agreement, agreed to provide Confidential Information to Executive or agreed to the compensation arrangements described in the aggregate, will not prevent him from obtaining other suitable employment during the period in which the this Agreement. Executive is bound by these restraints. The Executive further agrees that the covenants contained in Section 6 and/or 7 will be considered as independent of any of the provisions of this Agreement, and the existence of any claim or cause of action by the Executive against the Company will never assert, or permit to be asserted on the Executive’s behalf, in any forum, any position contrary not constitute a defense to the foregoingenforcement by the Company of such covenants. The Executive further acknowledges that, were the Executive to breach any of the covenants contained in Sections 8, 9, 10 Section 6 or 11 7 hereof, the damage to the Company would be irreparable, which cannot be accurately calculated in monetary damages. The Executive therefore agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereof, the Company, in addition and supplementary to other rights and remedies existing in its favor (including pursuant to Section 3(c) hereof), may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order remedies available to enforce or prevent any violations of the provisions hereof (without posting a bond or other security)it, and will additionally shall be entitled to an award preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of attorney’s fees incurred in connection with securing any relief hereunderof said covenants, without having to post bond. The parties further agree that, in the event that ifany provision of Section 6 or 7 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, at the time too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement of Sections 8, 9, 10 or 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that to the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area extent permitted by law. The Executive agrees that the Restricted Period shall be tolled, and shall not run, during any period of time in which the Executive is in violation of the terms thereof, in order that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of any provision of this Agreement by the Company, or any other claimed breach of contract or violation of law, or change in the nature or scope of the Executive’s employment relationship with the Company, shall operate to extinguish the Executive’s obligation to comply with Sections 8, 9, 10 and 11 hereof.

Enforcement of Covenants. The Executive Employee expressly acknowledges and agrees that the Executive has carefully read provisions contained in Section 10 and considered all Section 11 hereof are reasonable and necessary for the protection and continued viability of the business of the Company and that a breach by Employee of any of the provisions contained in Section 10 and Section 11 hereof would cause the Company serious loss and damage and that the business of the Company would be irreparably harmed. If this Agreement is terminated for any reason, and thereafter Employee violates any of the provisions contained in Section 10 and Section 11 of this Agreement, Employee acknowledges and agrees that the Company shall have the right to immediately cease making payments that may be due and owing to Employee pursuant to this Agreement, and shall have the right to continue to withhold such payments until such time as Employee fully complies with the terms and conditions of this Agreement, including the restraints imposed upon him pursuant to Sections 8, 9, set forth in Section 10 and 11 hereofSection 11. The Executive agrees without reservation Employee and the Company both acknowledge and agree that each exact monetary and other damages in the event of such violations of the restraints contained herein is necessary for the reasonable Agreement are difficult of ascertainment, though great and proper protection of the goodwillirreparable, Confidential Informationand, trade secretsas such, Employee further acknowledges and other legitimate interests of agrees with the Company and its Company Affiliates; that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him from obtaining other suitable employment during the period in which the Executive is bound by these restraints. The Executive further agrees that the Executive will never assert, or permit to be asserted on the Executive’s behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive to breach any of the covenants contained in Sections 8, 9, 10 or 11 hereof, the damage to the Company would be irreparable. The Executive therefore agrees that in the event of the breach a real or a threatened breach by Executive Employee of any of the provisions of Sections 8, 9, contained in Section 10 or and Section 11 hereof, the Company, Company shall be entitled to commence proceedings in addition and supplementary to other rights and remedies existing in its favor (including pursuant to Section 3(c) hereof), may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security), and will additionally be entitled to an award of attorney’s fees incurred in connection with securing any obtain preliminary or permanent injunctive relief hereunder. The parties further agree that ifor other appropriate equitable remedies, at the time of enforcement of Sections 8, 9, 10 or 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances which rights and remedies shall be substituted for in addition to any other rights or remedies to which the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by Company may be justly entitled at law. The Executive agrees that the Restricted Period If any portion of Section 10 and Section 11 shall be tolledadjudicated to be invalid or unenforceable, and then the Sections shall be deemed amended to make the portion comply with law or, if this is not runpossible, during any period of time in which to delete therefrom the Executive is in violation of the terms thereofportion thus adjudicated to be invalid or unenforceable, in order that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of any provision but such deleted portion of this Agreement by shall remain in effect with respect to the Company, or any other claimed breach of contract or violation of law, or change in the nature or scope operation of the Executive’s employment relationship with Sections in all jurisdictions other than the Companyjurisdiction which invalidates the portion deleted, shall operate to extinguish the Executive’s obligation to comply with Sections 8, 9, 10 and 11 hereofwithout limitation.

Enforcement of Covenants. The Executive acknowledges that the Executive he has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him pursuant to Sections 7, 8, 9, 10 and 11 9 hereof. The Executive agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the goodwillgood will, Confidential Information, trade secrets, Information and other legitimate interests of the Company and its Company Affiliates; that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him from obtaining other suitable employment during the period in which the Executive is bound by these restraints. The Executive further agrees that the Executive he will never assert, or permit to be asserted on the Executive’s his behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive he to breach any of the covenants contained in Sections 7, 8, 9, 10 or 11 9 hereof, the damage to the Company would be irreparable. The Executive therefore agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereof, the Company, in addition and supplementary to other rights and remedies existing in its favor (including pursuant to Section 3(c) hereof), may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order remedies available to enforce or prevent any violations of the provisions hereof (without posting a bond or other security)it, and will additionally shall be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of any of said covenants, without having to post bond, together with an award of the attorney’s fees incurred in connection with securing enforcing its rights hereunder; provided, however, that in any relief hereunderproceeding relating to the enforcement of this Agreement by either party, the non-prevailing party shall pay the prevailing party’s attorneys’ fees, costs and expenses. The parties further agree that, in the event that ifany provision of Section 7, at the time of enforcement of Sections 8, 9or 9 hereof shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, 10 too large a geographic area or 11too great a range of activities, a court such provision shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that be deemed to be modified to permit its enforcement to the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area extent permitted by law. The Executive agrees that the Restricted Period shall be tolled, and shall not run, during any period of time in which the Executive is in violation of the terms thereof, in order that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of any provision of this Agreement by the Company, or any other claimed breach of contract or violation of law, or change in the nature or scope of the Executive’s employment relationship with the Company, shall operate to extinguish the Executive’s obligation to comply with Sections 8, 9, 10 and 11 hereof.

Enforcement of Covenants. The Executive acknowledges that the Executive he/she has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him him/her pursuant to Sections 8, 9, 10 7 and 11 8 hereof. The Executive agrees without reservation that each of the said restraints contained herein is are necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, Information and other legitimate interests of the Company and its Company Affiliates; Affiliates and that each and every one of those the restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him from obtaining other suitable employment during the period in which the Executive is bound by these restraints. The Executive further agrees that the Executive will never assert, or permit to be asserted on the Executive’s behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive he/she to breach any of the covenants contained in Sections 8, 9, 10 7 or 11 8 hereof, the damage to the Company would be irreparable. The Executive therefore agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereof, the Company, in addition and supplementary to other rights and remedies existing in its favor (including pursuant to Section 3(c) hereof), may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order remedies available to enforce or prevent any violations of the provisions hereof (without posting a bond or other security)it, and will additionally shall be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of any of said covenants, without having to post bond, together with an award of attorney’s its attorneys’ fees incurred in connection with securing any relief hereunder. The parties further agree that, in the event that ifany provision of Section 7 or 8 hereof shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, at the time too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement of Sections 8, 9, 10 or 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that to the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area extent permitted by law. The Executive agrees that the Restricted Non-Competition Period and Non-Solicitation Period shall be tolled, and shall not run, during any period of time in which the Executive he/she is in violation of the terms thereof, in order that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. Each of the Company’s Affiliates shall have the right to enforce all of the Executive’s obligations to that Affiliate under this Agreement, including without limitation pursuant to Section 7 or 8 hereof. No breach of any provision of this Agreement by the Company, or any other claimed breach of contract or violation of law, or change in the nature or scope of the Executive’s employment or other relationship with the CompanyCompany or any of its Affiliates, shall operate to extinguish the Executive’s obligation to comply with Sections 8, 9, 10 7 and 11 8 hereof.

Enforcement of Covenants. The Executive acknowledges that the Executive she has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him her pursuant to Sections 87, 9, 10 8 and 11 9 hereof. The Executive agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, Information and other legitimate interests of the Company and its Company Affiliates; that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him her from obtaining other suitable employment during the period in which the Executive is bound by these restraints. The Executive further agrees that the Executive will never assert, or permit to be asserted on the Executive’s behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive she to breach any of the covenants contained in Sections 87, 9, 10 8 or 11 9 hereof, the damage to the Company would could be irreparable. The Executive therefore agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereof, the Company, in addition to any other remedies available to it, shall be entitled to preliminary and supplementary permanent injunctive relief against any breach or threatened breach by the Executive of any of said covenants, without having to other rights and remedies existing post bond. Without limiting the generality of the foregoing, the Executive further agrees that, in its favor the event of her failure to comply with the Compliance Condition, the Company shall have the immediate right to cease making any severance payments under Section 5(d) or (including pursuant e) of this Agreement, shall have the right to require the Executive to repay any severance payments that had been paid to her prior to the date of such breach (only with respect to a breach of Section 3(c) 9 hereof), may apply and shall terminate any outstanding equity awards that have been awarded to her by KHI or the Company, notwithstanding anything to the contrary in any court of law applicable grant document, stock option plan or equity of competent jurisdiction for specific performance any other applicable agreement or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security), and will additionally be entitled to an award of attorney’s fees incurred in connection with securing any relief hereunderplan. The parties further agree that, in the event that ifany provision of Section 7, at the time 8 or 9 hereof shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement of Sections 8, 9, 10 or 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that to the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area extent permitted by law. The Executive agrees that the Restricted Non-Competition Period shall be tolled, and shall not run, during any period of time in which the Executive she is in violation of the terms thereof, in order that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of any provision of this Agreement by the CompanyCompany (other than a breach by the Company of its obligations to make severance payments under Section 5(d) or (e) of this Agreement), or any other claimed breach of contract or violation of law, or change in the nature or scope of the Executive’s employment relationship with the Company, shall operate to extinguish the Executive’s obligation to comply with Sections 87, 9, 10 8 and 11 9 hereof.

Enforcement of Covenants. The parties acknowledge and agree that the covenants contained in Sections 8 and 9 are essential elements of this Agreement that are required for the protection of the Employer’s confidential, proprietary and trade secret information, its relationships with its clients and customers and its goodwill, and that, but for the agreements of the Executive acknowledges to comply with such covenants, the Employer would not have entered into this Agreement. The parties further acknowledge and agree that a breach by the Executive of the covenants contained in Sections 8 and 9 may result in irreparable injury to the Employer for which there is no adequate remedy at law and that the Employer shall be entitled to seek enforcement of the same by means of a temporary restraining order and/or a preliminary or permanent injunction issued by any court having jurisdiction thereof. In the event that the Executive has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him pursuant to Sections 8, 9, 10 and 11 hereof. The Executive agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, and other legitimate interests of the Company and its Company Affiliates; that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him from obtaining other suitable employment during the period in which the Executive is bound by these restraints. The Executive further agrees that the Executive will never assert, or permit to be asserted on the Executive’s behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive to breach breaches any of the covenants contained in Sections 8, 8 and 9, 10 or 11 hereof, the damage to the Company would be irreparable. The Executive therefore agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereof, the Company, in addition and supplementary to other rights and remedies existing in its favor (including pursuant to Section 3(c) hereof), may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security), and will additionally Employer shall be entitled to an award accounting and repayment of attorney’s all profits, commissions and benefits the Executive receives in connection with such breach. The Executive agrees to indemnify and hold harmless the Employer against all of its costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred in connection with securing the enforcement of the covenants contained in Sections 8 and 9, except, with respect to the enforcement of any relief hereundersuch covenant by the Employer, to the extent that the Employer is the prevailing party in any action or proceeding commenced by the Employer in connection therewith. The parties further agree that if, at covenants contained in Sections 8 and 9 shall survive the time termination of enforcement of Sections 8, 9, this Agreement. The remedies provided in this Section 10 or 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. The Executive agrees that the Restricted Period shall be tolledin addition to, and shall not runin lieu of, during any period of time in other remedies and relief including damages to which the Executive is in violation of the terms thereof, in order that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of any provision of this Agreement by the Company, or any other claimed breach of contract or violation of law, or change in the nature or scope of the Executive’s employment relationship with the Company, shall operate to extinguish the Executive’s obligation to comply with Sections 8, 9, 10 and 11 hereofEmployer may be entitled.

Enforcement of Covenants. The Executive acknowledges that the Executive she has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him her pursuant to Sections 8, 9, 9 and 10 and 11 hereof. The Executive agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the goodwillgood will, Confidential Information, trade secrets, secrets and other legitimate interests of the Company and its Company Affiliates; that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him her from obtaining other suitable employment during the period in which the Executive is bound by these restraints. The Executive further agrees that the Executive she will never assert, or permit to be asserted on the Executive’s her behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive she to breach any of the covenants contained in Sections 8, 9, 9 and 10 or 11 hereof, the damage to the Company would be irreparable. The Executive therefore agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereof, the Company, in addition and supplementary to other rights and remedies existing in its favor (including pursuant to Section 3(c) hereof), may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order remedies available to enforce or prevent any violations of the provisions hereof (without posting a bond or other security)it, and will additionally shall be entitled to an award preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of attorney’s any of said covenants, without having to post bond and to recover its reasonable attorneys’ fees and costs incurred in connection with securing any relief hereunder. The parties further agree that if, at the time of enforcement of Sections 8, 9, 10 or 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by lawrelief. The Executive agrees that the Restricted Period shall be tolled, and shall not run, during any period of time in which the Executive she is in violation of the terms thereof, in order that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of The parties further agree that, in the event that any provision of this Agreement by the Company, or any other claimed breach of contract or violation of law, or change in the nature or scope of the Executive’s employment relationship with the Company, shall operate to extinguish the Executive’s obligation to comply with Sections Section 8, 99 or 10 hereof shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, 10 and 11 hereoftoo large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

Enforcement of Covenants. The Executive acknowledges that the Executive has he was provided with at least ten (10) business days to carefully read and considered consider all the terms and conditions of this Agreement, including the restraints imposed upon him pursuant to Sections 87, 8 and 9, 10 and 11 hereofhas had the opportunity to consult with legal counsel of Executive's choosing regarding such terms and conditions. The Executive agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, Information and other legitimate interests of the Company and its Company Affiliates; that each and every one of those these restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him from obtaining other suitable employment during the period in which the Executive is bound by these restraintsthem. The Executive further agrees that the Executive he will never assert, or permit to be asserted on the Executive’s his behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive he to breach any of the covenants contained in Sections 87, 8 or 9, 10 or 11 hereof, the damage to the Company and its Affiliates would be irreparable. The Executive therefore agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereof, the Company, in addition and supplementary to other rights and remedies existing in its favor (including pursuant to Section 3(c) hereof), may apply to any court other remedies available to it, shall be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of law or equity any of competent jurisdiction for specific performance or injunctive or other relief in order said covenants, without having to enforce or prevent any violations of the provisions hereof (without posting a post bond or other security), and will additionally be entitled to an award of attorney’s 's fees incurred in connection with securing any relief hereunder. The parties further agree that, in the event that ifany provision of Section 7, at the time 8 or 9 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement of Sections 8, 9, 10 or 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that to the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area extent permitted by law. The Executive agrees that the Restricted Non-Compete Period and Nonsolicitation Period shall be tolled, and shall not run, during any period of time in which the Executive he is in violation of the terms thereof, in order that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of any provision of this Agreement by the Company, or any other claimed breach of contract or violation of law, or change in the nature or scope of the Executive’s 's employment relationship with the Company, shall operate to extinguish the Executive’s 's obligation to comply with Sections 87, 8 and 9. Each of the Company's Affiliates shall have the right to enforce all of the Executive's obligations to that Affiliate under this Agreement, 10 and 11 hereofincluding without limitation pursuant to Section 7, 8 or 9.

Enforcement of Covenants. The Executive Employee acknowledges and affirms that the Executive Employee has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him the Employee pursuant to Sections 6, 7, 8, and 9, 10 and 11 hereof. The Executive Employee agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, and other legitimate interests of the Company and its subsidiaries, affiliates, and related parties; that each of them is a significant and material provision of this Agreement, and serves as an inducement for the Company Affiliatesto enter into this Agreement; and that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him from obtaining other suitable employment during the period in which the Executive is bound by these restraints. The Executive further agrees that the Executive will never assert, or permit to be asserted on the Executive’s behalf, in any forum, any position contrary to the foregoing. The Executive Employee further acknowledges that, were the Executive Employee to breach any of the covenants contained in Sections 6, 7, 8, or 9, 10 or 11 hereof, the damage to the Company would be irreparable. The Executive Employee therefore agrees that in the event of the breach or a threatened breach by Executive the Employee of any of the provisions of Sections 6, 7, 8, or 9, 10 or 11 hereof, the Company, in addition to any and supplementary to all other rights and remedies existing in its favor (including pursuant available to Section 3(c) hereof), may apply to any court of it at law or equity equity, shall be entitled to: (a) cease any payments set forth in this Agreement that would otherwise be paid to the Employee after the date of competent jurisdiction for the breach under this Agreement; (b) State or federal court injunctive relief restraining the Employee from further violation of this Agreement, and ordering specific performance or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof Employee’s obligations under this Agreement; (without posting c) money damages suffered by the Company as a bond or other security), and will additionally be entitled to an award of attorney’s fees incurred in connection with securing any relief hereunder. The parties further agree that if, at the time of enforcement of Sections 8, 9, 10 or 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. The Executive agrees that the Restricted Period shall be tolled, and shall not run, during any period of time in which the Executive is in violation result of the terms thereof, in order that Employee’s breach; and (d) reimbursement of court costs and attorney fees and costs reasonably incurred by the Company and its Company Affiliates shall have all of in securing the agreed-upon temporal protection recited hereinEmployee’s compliance with this Agreement. No breach of any provision of this Agreement by the Company, or any other claimed breach of contract or violation of law, or change in the nature or scope of the ExecutiveEmployee’s employment relationship with the Company, shall operate to extinguish the ExecutiveEmployee’s obligation to comply with Sections 6, 7, 8, or 9, 10 and 11 hereof.

Enforcement of Covenants. The Executive acknowledges that the Executive he has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him pursuant to Sections 7, 8, 9, 10 and 11 9 hereof. The Executive agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the goodwillgood will, Confidential Information, trade secrets, Information and other legitimate business interests of the Company and its Company Affiliates; that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him from obtaining other suitable employment during the period in which the Executive is bound by these restraints. The Executive further agrees that the Executive he will never assert, or permit to be asserted on the Executive’s his behalf, in any forum, any position contrary to the foregoingstatements made in the previous sentence. The Executive further acknowledges that, were the Executive he to breach any of the covenants contained in Sections 7, 8, 9, 10 or 11 9 hereof, the damage to the Company would be irreparable. The Executive therefore agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereof, the Company, in addition and supplementary to other rights and remedies existing in its favor (including pursuant to Section 3(c) hereof), may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order remedies available to enforce or prevent any violations of the provisions hereof (without posting a bond or other security)it, and will additionally shall be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of any of said covenants, without having to post bond, together with an award of the attorney’s fees incurred in connection with securing such relief; provided, however, that in any relief hereunderproceeding relating to the enforcement of this Agreement by either party, the ultimately non-prevailing party shall pay the prevailing party’s attorneys’ fees, costs and expenses. The parties further agree that, in the event that if, at the time of enforcement any provision of Sections 7, 8, 9or 9 hereof shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, 10 too large a geographic area or 11too great a range of activities, a court such provision shall hold that be deemed to be modified to permit its enforcement to the duration, scope or area restrictions stated herein are unreasonable under circumstances then existingmaximum extent permitted by law. Finally, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. The Executive agrees that the Restricted Period shall be tolled, and shall not run, during any period of time in which the Executive is in violation of the terms thereofhereof, in order that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection protections recited herein. No breach of any provision of this Agreement by the Company, or any other claimed breach of contract or violation of law, or change in the nature or scope of the Executive’s employment relationship with the Company, shall operate to extinguish the Executive’s obligation to comply with Sections 8, Section 9, 10 and 11 hereof.

Enforcement of Covenants. The Executive acknowledges that the Executive has he was provided with at least ten (10) days to carefully read and considered consider all the terms and conditions of this Agreement, including the restraints imposed upon him pursuant to Sections 87, 8 and 9, 10 and 11 hereofhas had the opportunity to consult with legal counsel of Executive 's choosing regarding such terms mid conditions. The Executive agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, Information and other legitimate interests of the Company and its Company Affiliates; that each and every one of those these restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him from obtaining other suitable employment during the period in which the Executive is bound by these restraintsthem. The Executive further agrees that the Executive he will never assert, or permit to be asserted on the Executive’s his behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive he to breach any of the covenants contained in Sections 87, 8 or 9, 10 or 11 hereof, the damage to the Company and its Affiliates would be irreparable. The Executive therefore agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereof, the Company, in addition and supplementary to other rights and remedies existing in its favor (including pursuant to Section 3(c) hereof), may apply to any court other remedies available to it, shall be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of law or equity any of competent jurisdiction for specific performance or injunctive or other relief in order said covenants, without having to enforce or prevent any violations of the provisions hereof (without posting a bond or other security)post bond, and mid will additionally be entitled to an award of attorney’s attorney ' s fees incurred in connection with securing any relief hereunder. The parties further agree that, in the event that ifany provision of Section 7, at the time 8 or 9 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities , such provision shall be deemed to be modified to permit its enforcement of Sections 8, 9, 10 or 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that to the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area extent permitted by law. The Executive agrees that the Restricted Nonsolicitation Period shall be tolled, and shall not run, during any period of time in which the Executive he is in violation of the terms thereof, in order that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of any provision of this Agreement by the Company, or any other claimed breach of contract or violation of law, or change in the nature or scope of the Executive’s 's employment relationship with the Company, shall operate to extinguish the Executive’s 's obligation to comply with Sections 87, 8 and 9. Each of the Company' s Affiliates shall have the right to enforce all of the Executive' s obligations to that Affiliate under this Agreement, 10 and 11 hereofincluding without limitation pursuant to Section 7, 8 or 9.

Enforcement of Covenants. The Executive acknowledges that the Executive he has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him pursuant to Sections 8, this Section 9, 10 and 11 hereof. The Executive agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, confidential information and other legitimate interests of the Company and its Company Affiliates; that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him from obtaining other suitable employment during the period in which the Executive is bound by these restraints. The Executive further agrees that the Executive he will never assert, or permit to be asserted on the Executive’s his behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive he to breach any of the covenants contained in Sections 8, 9, 10 or 11 this Section 9 hereof, the damage to the Company would be irreparable. The Executive therefore agrees that the Company and IMS, in the event of the addition to any other remedies available to them, shall be entitled to apply for preliminary and permanent injunctive relief against any breach or a threatened breach by the Executive of any of the provisions of Sections 8said covenants, 9, 10 or 11 hereof, the Company, in addition and supplementary without having to other rights and remedies existing in its favor (including pursuant to Section 3(c) hereof), may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security), and will additionally be entitled to an award of attorney’s fees incurred in connection with securing any relief hereunderpost bond. The parties further agree that, in the event that ifany provision of this Section 9 hereof shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, at the time too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement of Sections 8, 9, 10 or 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that to the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area extent permitted by law. The Executive agrees that the Restricted Period period set forth in Section 9(a) shall be tolled, and shall not run, during any period of time in which the Executive is in violation of the terms thereof, in order that the Company and its Company Affiliates shall have all of the agreed-agreed upon temporal protection recited herein. No breach of any provision of this Agreement by the CompanyCompany or IMS, or any other claimed breach of contract or violation of law, or change in the nature or scope of the Executive’s employment relationship with the CompanyCompany and IMS, shall operate to extinguish the Executive’s obligation to comply with Sections 8, 9, 10 and 11 this Section 9 hereof.

Enforcement of Covenants. The Executive acknowledges that the Executive he has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him his pursuant to Sections 87, 8 and 9, 10 and 11 hereof. The Executive agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, Information and other legitimate interests of the Company and its Company Affiliates; that each and every one of those these restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him from obtaining other suitable employment during the period in which the Executive is bound by these restraintsthem. The Executive further agrees that the Executive he will never assert, or permit to be asserted on the Executive’s his behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive he to breach any of the covenants contained in Sections 87, 8 or 9, 10 or 11 hereof, the damage to the Company and its Affiliates would be irreparable. The Executive therefore agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereof, the Company, in addition and supplementary to other rights and remedies existing in its favor (including pursuant to Section 3(c) hereof), may apply to any court other remedies available to it, shall be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of law or equity any of competent jurisdiction for specific performance or injunctive or other relief in order said covenants, without having to enforce or prevent any violations of the provisions hereof (without posting a bond or other security)post bond, and will additionally be entitled to an award of attorney’s fees incurred in connection with securing any relief hereunder. The parties further agree that, in the event that ifany provision of Section 7, at the time 8 or 9 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement of Sections 8, 9, 10 or 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that to the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area extent permitted by law. The Executive agrees that the Restricted Period shall be tolled, and shall not run, during any period of time in which the Executive he is in violation of the terms thereof, in order that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of any provision of this Agreement by the Company, or any other claimed breach of contract or violation of law, or change in the nature or scope of the Executive’s employment relationship with the Company, shall operate to extinguish the Executive’s obligation to comply with Sections 87, 8 and 9. Each of the Company’s Affiliates shall have the right to enforce all of the Executive’s obligations to that Affiliate under this Agreement, 10 and 11 hereofincluding without limitation pursuant to Section 7, 8 or 9.

Enforcement of Covenants. The Executive acknowledges that the Executive has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him pursuant to Sections 86, 9, 10 7 and 11 8 hereof. The Executive agrees without reservation that each of the restraints contained herein therein is necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, Information and other legitimate interests of the Company and its Company subsidiaries and Affiliates; that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him the Executive from obtaining other suitable employment during the period in which the Executive is bound by these restraints. The Executive further agrees that the Executive will never assert, or permit to be asserted on the Executive’s behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive to breach any of the covenants contained in Sections 86, 9, 10 7 or 11 8 hereof, the damage to the Company would be irreparable. The Executive therefore agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereof, the Company, in addition to any other remedies available to it, shall be entitled to preliminary and supplementary permanent injunctive relief against any breach or threatened breach by the Executive of any of said covenants, without having to other rights and remedies existing post a bond. The parties agree that, in its favor (including pursuant to the event that any provision of Section 3(c) hereof)6, may apply to 7 or 8 hereof shall be determined by any court of law or equity of competent jurisdiction for specific performance to be unenforceable by reason of its being extended over too great a time, too large a geographic area, too great a range of activities, or injunctive or other relief in order otherwise, such provision shall be modified to enforce or prevent any violations of permit its enforcement to the provisions hereof (without posting a bond or other security), and will additionally be entitled to an award of attorney’s fees incurred in connection with securing any relief hereundermaximum extent permitted by law. The parties further agree that if, at the time of enforcement of Sections 8, 9, 10 or 11, a court shall hold (a) that the durationCompany, scope in its sole discretion, may waive any of the provisions in Sections 6, 7, or area restrictions stated herein are unreasonable under circumstances then existing8 by providing notice to the Executive and (b) that in the event of any breach of Section 8 by the Executive, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. The Executive agrees that the Restricted Non-Competition Period shall be tolled, and shall not run, during any extended by the period of time in during which the Executive is was in violation of the terms thereof, in order that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of any provision of this Agreement by the Company, or any other claimed breach of contract or violation of law, or change in the nature or scope of the Executive’s employment relationship with the Company, shall operate to extinguish the Executive’s obligation to comply with Sections 8, 9, 10 and 11 hereofbreach.

Enforcement of Covenants. The Executive acknowledges that the Executive she has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him her pursuant to Sections 87, 8 and 9, 10 and 11 hereof. The Executive agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, Information and other legitimate interests of the Company and its Company Affiliates; that each and every one of those these restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him her from obtaining other suitable employment during the period in which the Executive is bound by these restraintsthem. The Executive further agrees that the Executive she will never assert, or permit to be asserted on the Executive’s her behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive she to breach any of the covenants contained in Sections 87, 8 or 9, 10 or 11 hereof, the damage to the Company and its Affiliates would be irreparable. The Executive therefore agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereof, the Company, in addition and supplementary to other rights and remedies existing in its favor (including pursuant to Section 3(c) hereof), may apply to any court other remedies available to it, shall be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of law or equity any of competent jurisdiction for specific performance or injunctive or other relief in order said covenants, without having to enforce or prevent any violations of the provisions hereof (without posting a bond or other security)post bond, and will additionally be entitled to an award of attorney’s fees incurred in connection with securing any relief hereunder. The parties further agree that, in the event that ifany provision of Section 7, at the time 8 or 9 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement of Sections 8, 9, 10 or 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that to the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area extent permitted by law. The Executive agrees that the Restricted Period shall be tolled, and shall not run, during any period of time in which the Executive she is in violation of the terms thereof, in order that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of any provision of this Agreement by the Company, or any other claimed breach of contract or violation of law, or change in the nature or scope of the Executive’s employment relationship with the Company, shall operate to extinguish the Executive’s obligation to comply with Sections 87, 8 and 9. Each of the Company’s Affiliates shall have the right to enforce all of the Executive’s obligations to that Affiliate under this Agreement, 10 and 11 hereofincluding without limitation pursuant to Section 7, 8 or 9.

Enforcement of Covenants. The Executive acknowledges that the Executive has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him the Executive pursuant to Sections 87, 9, 10 8 and 11 9 hereof. The Executive agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, Information and other legitimate interests of the Company and its Company Affiliates; that each and every one of those these restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him the Executive from obtaining other suitable employment during the period in which the Executive is bound by these restraintsthem. The Executive further agrees that the Executive will never assert, or permit to be asserted on the Executive’s behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive to breach any of the covenants contained in Sections 87, 9, 10 8 or 11 9 hereof, the damage to the Company and its Affiliates would be irreparable. The Executive therefore agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereof, the Company, in addition and supplementary to other rights and remedies existing not in its favor (including pursuant to Section 3(c) hereof), may apply the alternative to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order remedies available to enforce or prevent any violations of the provisions hereof (without posting a bond or other security)it, and will additionally shall be entitled to an award preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of attorney’s fees incurred in connection with securing any relief hereunderof said covenants, without having to post bond. The parties further agree that, in the event that if, at the time of enforcement any provision of Sections 87, 98 or 9 hereof shall be determined by any court of competent jurisdiction to be unenforceable, 10 or 11, a court such provision shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that be deemed to be modified to permit its enforcement to the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area extent permitted by law. The Executive agrees that the Restricted Period shall be tolled, and shall not run, during any period of time in which the Executive is in violation of the terms thereof, in order that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of any provision of this Agreement by the Company, or any other claimed breach of contract or violation of law, or change in the nature or scope of the Executive’s employment relationship with the Company, shall operate to extinguish the Executive’s obligation to comply with Sections 87,8 and 9 hereof. Each of the Company’s Affiliates shall have the right to enforce all of the Executive’s obligations to that |Affiliate under this Agreement, 9including, 10 and 11 without limitation, pursuant to Sections 7, 8 or 9 hereof.

Enforcement of Covenants. The Executive acknowledges that the Executive he/she has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him him/her pursuant to Sections 8, 9, 10 7 and 11 8 hereof. The Executive agrees without reservation that each of the said restraints contained herein is are necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, Information and other legitimate interests of the Company and its Company Affiliates; Affiliates and that each and every one of those the restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him from obtaining other suitable employment during the period in which the Executive is bound by these restraints. The Executive further agrees that the Executive will never assert, or permit to be asserted on the Executive’s behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive he/she to breach any of the covenants contained in Sections 8, 9, 10 7 or 11 8 hereof, the damage to the Company would be irreparable. The Executive therefore agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereof, the Company, in addition and supplementary to other rights and remedies existing in its favor (including pursuant to Section 3(c) hereof), may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order remedies available to enforce or prevent any violations of the provisions hereof (without posting a bond or other security)it, and will additionally shall be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of any of said covenants, without having to post bond, together with an award of attorney’s its attorneys’ fees incurred in connection with securing any relief hereunder. The parties further agree that, in the event that ifany provision of Section 7 or 8 hereof shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, at the time too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement of Sections 8, 9, 10 or 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that to the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area extent permitted by law. The Executive agrees that the Restricted Non-Competition Period shall be tolled, and shall not run, during any period of time in which the Executive he/she is in violation of the terms thereof, in order that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. Each of the Company’s Affiliates shall have the right to enforce all of the Executive’s obligations to that Affiliate under this Agreement, including without limitation pursuant to Section 7 or 8 hereof. No breach of any provision of this Agreement by the Company, or any other claimed breach of contract or violation of law, or change in the nature or scope of the Executive’s employment or other relationship with the CompanyCompany or any of its Affiliates, shall operate to extinguish the Executive’s obligation to comply with Sections 8, 9, 10 7 and 11 8 hereof.

Enforcement of Covenants. The Executive acknowledges that the Executive she has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him her pursuant to Sections 87, 9, 10 8 and 11 9 hereof. The Executive agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, Information and other legitimate interests of the Company and its Company Affiliates; that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him her from obtaining other suitable employment during the period in which the Executive is bound by these restraints. The Executive further agrees that the Executive will never assert, or permit to be asserted on the Executive’s behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive she to breach any of the covenants contained in Sections 87, 9, 10 8 or 11 9 hereof, the damage to the Company would be irreparable. The Executive therefore agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereof, the Company, in addition to any other remedies available to it, shall be entitled to preliminary and supplementary permanent injunctive relief against any breach or threatened breach by the Executive of any of said covenants, without having to other rights and remedies existing post bond. Without limiting the generality of the foregoing, the Executive further agrees that, in its favor the event of her failure to comply with the Compliance Condition, the Company shall have the immediate right to cease making any severance payments under Section 5(d) or (including pursuant e) of this Agreement, shall have the right to require the Executive to repay any severance payments that had been paid to her prior to the date of such breach (only with respect to a breach of Section 3(c) 9 or Section 7 hereof), may apply and shall terminate any outstanding equity awards that have been awarded to her by the Company, notwithstanding anything to the contrary in any court of law applicable grant document, stock option plan or equity of competent jurisdiction for specific performance any other applicable agreement or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security), and will additionally be entitled to an award of attorney’s fees incurred in connection with securing any relief hereunderplan. The parties further agree that, in the event that ifany provision of Section 7, at the time 8 or 9 hereof shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement of Sections 8, 9, 10 or 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that to the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area extent permitted by law. The Executive agrees that the Restricted Non-Competition Period shall be tolled, and shall not run, during any period of time in which the Executive she is in violation of the terms thereof, in order that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of any provision of this Agreement by the Company, or any other claimed breach of contract or violation of law, or change in the nature or scope of the Executive’s employment relationship with the Company, shall operate to extinguish the Executive’s obligation to comply with Sections 87, 9, 10 8 and 11 9 hereof.

Enforcement of Covenants. The Executive acknowledges that the Executive has he was provided with at least ten (10) days to carefully read and considered consider all the terms and conditions of this Agreement, including the restraints imposed upon him pursuant to Sections 87, 8 and 9, 10 and 11 hereofhas had the opportunity to consult with legal counsel of Executive's choosing regarding such terms and conditions. The Executive agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, Information and other legitimate interests of the Company and its Company Affiliates; that each and every one of those these restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him from obtaining other suitable employment during the period in which the Executive is bound by these restraintsthem. The Executive further agrees that the Executive she will never assert, or permit to be asserted on the Executive’s her behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive she to breach any of the covenants contained in Sections 87, 8 or 9, 10 or 11 hereof, the damage to the Company and its Affiliates would be irreparable. The Executive therefore agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereof, the Company, in addition and supplementary to other rights and remedies existing in its favor (including pursuant to Section 3(c) hereof), may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order remedies available to enforce or prevent any violations of the provisions hereof (without posting a bond or other security)it, and will additionally shall be entitled to an award preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of attorney’s fees incurred in connection with securing any relief hereunderof said covenants, without having to post bond. The parties further agree that, in the event that ifany provision of Section 7, at the time 8 or 9 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement of Sections 8, 9, 10 or 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that to the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area extent permitted by law. The Executive agrees that the Restricted Nonsolicitation Period shall be tolled, and shall not run, during any period of time in which the Executive he is in violation of the terms thereof, in order that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of any provision of this Agreement by the Company, or any other claimed breach of contract or violation of law, or change in the nature or scope of the Executive’s 's employment relationship with the Company, shall operate to extinguish the Executive’s 's obligation to comply with Sections 87, 8 and 9. Each of the Company's Affiliates shall have the right to enforce all of the Executive's obligations to that Affiliate under this Agreement, 10 and 11 hereofincluding without limitation pursuant to Section 7, 8 or 9.

Enforcement of Covenants. The Executive Employee acknowledges and affirms that the Executive Employee has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him the Employee pursuant to Sections 8, 9, 10 10, 11, and 11 hereof12. The Executive Employee agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, and other legitimate interests of the Company and its subsidiaries, affiliates, and related parties; that each of them is a significant and material provision of this Agreement, and serves as an inducement for the Company Affiliatesto enter into this Agreement; and that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him from obtaining other suitable employment during the period in which the Executive is bound by these restraints. The Executive further agrees that the Executive will never assert, or permit to be asserted on the Executive’s behalf, in any forum, any position contrary to the foregoing. The Executive Employee further acknowledges that, were the Executive Employee to breach any of the covenants contained in Sections 8, 9, 10 10, 11, or 11 hereof12, the damage to the Company would be irreparable. The Executive Employee therefore agrees that in the event of the breach or a threatened breach by Executive the Employee of any of the provisions of Sections 8, 9, 10 10, 11, or 11 hereof12, the Company, in addition to any and supplementary to all other rights and remedies existing in its favor (including pursuant available to Section 3(c) hereof), may apply to any court of it at law or equity equity, shall be entitled to: (a) cease any payments set forth in this Agreement that would otherwise be paid to the Employee after the date of competent jurisdiction for the breach under this Agreement; (b) State or federal court injunctive relief restraining the Employee from further violation of this Agreement, and ordering specific performance or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof Employee’s obligations under this Agreement; (without posting c) money damages suffered by the Company as a bond or other security), and will additionally be entitled to an award of attorney’s fees incurred in connection with securing any relief hereunder. The parties further agree that if, at the time of enforcement of Sections 8, 9, 10 or 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. The Executive agrees that the Restricted Period shall be tolled, and shall not run, during any period of time in which the Executive is in violation result of the terms thereof, in order that Employee’s breach; and (d) reimbursement of court costs and attorney fees and costs reasonably incurred by the Company and its Company Affiliates shall have all of in securing the agreed-upon temporal protection recited hereinEmployee’s compliance with this Agreement. No breach of any provision of this Agreement by the Company, or any other claimed breach of contract or violation of law, or change in the nature or scope of the ExecutiveEmployee’s employment relationship with the Company, shall operate to extinguish the ExecutiveEmployee’s obligation to comply with Sections 8, 9, 10 and 11 hereof10, 11, or 12.

Enforcement of Covenants. The parties acknowledge and agree that the covenants contained in Sections 7 and 8 are essential elements of this Agreement that are required for the protection of the Employer’s confidential, proprietary and trade secret information, its relationships with its clients and customers and its goodwill, and that, but for the agreements of the Executive acknowledges to comply with such covenants, the Employer would not have entered into this Agreement. The parties further acknowledge and agree that a breach by the Executive of the covenants contained in Sections 7 and 8 may result in irreparable injury to the Employer for which there is no adequate remedy at law and that the Employer shall be entitled to seek enforcement of the same by means of a temporary restraining order and/or a preliminary or permanent injunction issued by any court having jurisdiction thereof. In the event that the Executive has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him pursuant to Sections 8, 9, 10 and 11 hereof. The Executive agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, and other legitimate interests of the Company and its Company Affiliates; that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him from obtaining other suitable employment during the period in which the Executive is bound by these restraints. The Executive further agrees that the Executive will never assert, or permit to be asserted on the Executive’s behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive to breach breaches any of the covenants contained in Sections 7 and 8, 9, 10 or 11 hereof, the damage to the Company would be irreparable. The Executive therefore agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereof, the Company, in addition and supplementary to other rights and remedies existing in its favor (including pursuant to Section 3(c) hereof), may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security), and will additionally Employer shall be entitled to an award accounting and repayment of attorney’s all profits, commissions and benefits the Executive receives in connection with such breach. The Executive agrees to indemnify and hold harmless the Employer against all of its costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred in connection with securing the enforcement of the covenants contained in Sections 7 and 8, except, with respect to the enforcement of any relief hereundersuch covenant by the Employer, to the extent that the Employer is the prevailing party in any action or proceeding commenced by the Employer in connection therewith. The parties further agree that if, at covenants contained in Sections 7 and 8 shall survive the time termination of enforcement of Sections 8, 9, 10 or 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances this Agreement. The remedies provided in this Section 9 shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. The Executive agrees that the Restricted Period shall be tolledin addition to, and shall not runin lieu of, during any period of time in other remedies and relief including damages to which the Executive is in violation of the terms thereof, in order that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of any provision of this Agreement by the Company, or any other claimed breach of contract or violation of law, or change in the nature or scope of the Executive’s employment relationship with the Company, shall operate to extinguish the Executive’s obligation to comply with Sections 8, 9, 10 and 11 hereofEmployer may be entitled.

Enforcement of Covenants. The Executive acknowledges that the Executive has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him the Executive pursuant to Sections 8, 9, 9 and 10 and 11 hereof. The Executive agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, Information and other legitimate interests of the Company and its Company Affiliates; that each and every one of those these restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him the Executive from obtaining other suitable employment during the period in which the Executive is bound by these restraintsthem. The Executive further agrees that the Executive will never assert, or permit to be asserted on the Executive’s behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive to breach any of the covenants contained in Sections 8, 9, 9 or 10 or 11 hereof, the damage to the Company and its Affiliates would be irreparable. The Executive therefore agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereof, the Company, in addition and supplementary to other rights and remedies existing not in its favor (including pursuant to Section 3(c) hereof), may apply the alternative to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order remedies available to enforce or prevent any violations of the provisions hereof (without posting a bond or other security)it, and will additionally shall be entitled to an award preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of attorney’s fees incurred in connection with securing any relief hereunderof said covenants, without having to post bond. The parties further agree that, in the event that if, at the time of enforcement any provision of Sections 8, 99 or 10 hereof shall be determined by any court of competent jurisdiction to be unenforceable, 10 or 11, a court such provision shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that be deemed to be modified to permit its enforcement to the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area extent permitted by law. The Executive agrees that the Restricted Period shall be tolled, and shall not run, during any period of time in which the Executive is in violation of the terms thereof, in order that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of any provision of this Agreement by the Company, or any other claimed breach of contract or violation of law, or change in the nature or scope of the Executive’s employment relationship with the Company, shall operate to extinguish the Executive’s obligation to comply with Sections 8, 99 and 10 hereof. Each of the Company’s Affiliates shall have the right to enforce all of the Executive’s obligations to that Affiliate under this Agreement, including, without limitation, pursuant to Sections 8, 9 or 10 and 11 hereof.

Enforcement of Covenants. The Executive acknowledges In signing this Agreement, the Employee gives the Company assurance that the Executive he has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon on him pursuant to under Sections 8, 9, 10 7 and 11 8 hereof. The Executive Employee agrees without reservation that each of the these restraints contained herein is are necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, and other legitimate interests of the Company and its Company Affiliates; that each and every one of those the restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, restraints will not prevent him from obtaining other suitable employment during the period in which the Executive is bound by these restraintsNon-Competition Period. The Executive Employee further agrees that the Executive will never assert, or permit to be asserted on the Executive’s behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive he to breach any of the covenants contained in Sections 8, 9, 10 Section 7 or 11 8 hereof, the damage to the Company and its Affiliates would be irreparable. The Executive Employee therefore agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereof, the Company, in addition to any other remedies available to it, shall be entitled to preliminary and supplementary permanent injunctive relief against any breach or threatened breach by the Employee of any of those covenants, without having to post bond, and that he will not take, and he will not permit anyone else to take on his behalf, any position in a court or any other rights forum inconsistent with any of his covenants relating to this Section 9. The Employee and remedies existing the Company further agree that, in its favor (including pursuant to the event that any provision of Section 3(c) hereof), may apply to 7 or 8 is determined by any court of law or equity of competent jurisdiction for specific performance to be unenforceable by reason of its being extended over too great a time, too large a geographic area or injunctive or other relief in order too great a range of activities, that provision shall be deemed to enforce or prevent any violations of the provisions hereof (without posting a bond or other security), and will additionally be entitled modified to an award of attorney’s fees incurred in connection with securing any relief hereunder. The parties further agree that if, at the time of permit its enforcement of Sections 8, 9, 10 or 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that to the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area extent permitted by law. The Executive agrees It is also agreed that each of the Restricted Period Company’s Affiliates shall have the right to enforce all of the Employee’s obligations to that Affiliate under this Agreement, including without limitation pursuant to Sections 7 and 8 hereof. If Employee is found to have breached any promise made in Sections 7 or 8 hereof, the two year period specified in Section 8of the Agreement shall be tolled, and shall not run, during any extended by the period of time for which Employee was in which the Executive is in violation of the terms thereof, in order that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of any provision of this Agreement by the Company, or any other claimed breach of contract or violation of law, or change in the nature or scope of the Executive’s employment relationship with the Company, shall operate to extinguish the Executive’s obligation to comply with Sections 8, 9, 10 and 11 hereofbreach.

Enforcement of Covenants. The Executive Employee acknowledges that the Executive he has carefully read and considered all the terms and conditions of this the Agreement, including the restraints imposed upon him pursuant to Sections 8, 9, 10 and 11 hereof. this Exhibit A. The Executive Employee agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, Information and other legitimate interests of the Company and its Company AffiliatesEmployer; that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him from obtaining other suitable employment during the period in which the Executive Employee is bound by these restraints. The Executive Employee further agrees that the Executive he will never assert, or permit to be asserted on the Executive’s his behalf, in any forum, any position contrary to the foregoing. The Executive Employee further acknowledges that, were the Executive he to breach any of the covenants contained in Sections 8, 9, 10 or 11 hereofthis Exhibit A, the damage to the Company Employer would be irreparable. The Executive Employee therefore agrees that the Employer, in the event of the addition to any other remedies available to it, shall be entitled to preliminary and permanent injunctive relief against any breach or a threatened breach by Executive the Employee of any of the provisions of Sections 8said covenants, 9, 10 or 11 hereof, the Company, in addition and supplementary without having to other rights and remedies existing in its favor (including pursuant to Section 3(c) hereof), may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security), and will additionally be entitled to an award of attorney’s fees incurred in connection with securing any relief hereunderpost bond. The parties further agree that if, at the time of enforcement of Sections 8, 9, 10 or 11, a court shall hold So that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existingEmployer may enjoy the full protection of these bargained-for restrictions, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for period of restriction in any of the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. The Executive agrees that the Restricted Period covenants in this Exhibit A shall be tolled, and shall not run, during any period of time in which the Executive Employee is in violation of the terms breach thereof. The parties further agree that, in order the event that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of any provision of this Agreement Exhibit A shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, the Company, or any other claimed breach of contract or violation of parties agree that such court is expressly authorized to modify such provision (and such provision is hereby deemed modified) to permit its enforcement to the maximum extent permitted by law, or change in the nature or scope of the Executive’s employment relationship with the Company, shall operate to extinguish the Executive’s obligation to comply with Sections 8, 9, 10 and 11 hereof.

Enforcement of Covenants. The Executive acknowledges that the Executive he has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him pursuant to Sections 87, 9, 10 8 and 11 9 hereof. The Executive agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, Information and other legitimate interests of the Company and its Company Affiliates; that each and every one of those these restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him from obtaining other suitable employment during the period in which the Executive is bound by these restraints. The Executive further agrees that the Executive will never assert, or permit to be asserted on the Executive’s behalf, in any forum, any position contrary to the foregoingthem. The Executive further acknowledges that, were the Executive he to breach any of the covenants contained in Sections 87, 9, 10 8 or 11 9 hereof, the damage to the Company would be irreparable. The Executive therefore agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereof, the Company, in addition and supplementary to other rights and remedies existing in its favor (including pursuant to Section 3(c) hereof), may apply to any other remedies available to it, shall be entitled to apply for preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of any of said covenants, without having to post bond, and, to the extent the Company prevails in whole or in part on any claim related to the provisions contained in Sections 7, 8 or 9 of this Agreement as determined by a court of law or equity other tribunal of competent jurisdiction for specific performance or injunctive or other relief in order to enforce or prevent any violations of jurisdiction, including without limitation an arbitrator, the provisions hereof (without posting a bond or other security), and Company will additionally be entitled to an award of attorney’s fees incurred in connection with securing any relief hereunder. The parties further agree that, in the event that if, at the time of enforcement any provision of Sections 87, 98 or 9 hereof shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, 10 too large a geographic area or 11too great a range of activities, a court such provision shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that be deemed to be modified to permit its enforcement to the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area extent permitted by law. The Executive agrees that the Restricted Non-Competition Period shall be tolled, and shall not run, during any period of time in which the Executive he is in violation of the terms thereof, in order that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach failure of any provision the Company to provide the Executive with the severance payments and benefits upon a termination of employment provided for under this Agreement by based on the Company’s good faith belief that the Executive has breached his obligations hereunder, or any other claimed breach of contract or violation of law, or change in the nature or scope of the Executive’s employment relationship with the Company, shall operate to extinguish the Executive’s obligation to comply with Sections 87, 9, 10 8 and 11 9 hereof.

Enforcement of Covenants. The Executive Employee expressly acknowledges and agrees that the Executive has carefully read provisions contained in Sections 10 & 11 hereof are reasonable and considered all necessary for the protection and continued viability of the business of the Company and that a breach by Employee of any of the provisions contained in Sections 10 and 11 and hereof would cause the Company serious loss and damage and that the business of the Company would be irreparably harmed. If this Agreement is terminated for any reason, and thereafter Employee violates any of the provisions contained in Sections 10 and 11 of this Agreement, Employee acknowledges and agrees that the Company shall have the right to immediately cease making payments that may be due and owing to Employee pursuant to this Agreement, and shall have the right to continue to withhold such payments until such time as Employee fully complies with the terms and conditions of this Agreement, including the restraints imposed upon him pursuant to set forth in Sections 8, 9, 10 and 11 hereof11. The Executive agrees without reservation Employee and the Company both acknowledge and agree that each exact monetary and other damages in the event of such violations of the restraints contained herein is necessary for the reasonable Agreement are difficult of ascertainment, though great and proper protection of the goodwillirreparable, Confidential Informationand, trade secretsas such, Employee further acknowledges and other legitimate interests of agrees with the Company and its Company Affiliates; that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him from obtaining other suitable employment during the period in which the Executive is bound by these restraints. The Executive further agrees that the Executive will never assert, or permit to be asserted on the Executive’s behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive to breach any of the covenants contained in Sections 8, 9, 10 or 11 hereof, the damage to the Company would be irreparable. The Executive therefore agrees that in the event of the breach a real or a threatened breach by Executive Employee of any of the provisions of contained in Sections 8, 9, 10 or & 11 hereof, the Company, Company shall be entitled to commence proceedings in addition and supplementary to other rights and remedies existing in its favor (including pursuant to Section 3(c) hereof), may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security), and will additionally be entitled to an award of attorney’s fees incurred obtain preliminary or permanent injunctive relief or other appropriate equitable remedies, which rights and remedies shall be in connection with securing addition to any relief hereunderother rights or remedies to which the Company may be justly entitled at law. The parties further agree that if, at the time of enforcement If any portion of Sections 8, 9, 10 or 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances and 11 shall be substituted for adjudicated to be invalid or unenforceable, then the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. The Executive agrees that the Restricted Period Sections shall be tolleddeemed amended to make the portion comply with law or, and shall if this is not runpossible, during any period of time in which to delete therefrom the Executive is in violation of the terms thereofportion thus adjudicated to be invalid or unenforceable, in order that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of any provision but such deleted portion of this Agreement by shall remain in effect with respect to the Company, or any other claimed breach of contract or violation of law, or change in the nature or scope operation of the Executive’s employment relationship with Sections in all jurisdictions other than the Companyjurisdiction which invalidates the portion deleted, shall operate to extinguish the Executive’s obligation to comply with Sections 8, 9, 10 and 11 hereofwithout limitation.

Enforcement of Covenants. The Executive acknowledges (i) Levix xxxnowledges that the Executive he has carefully read and considered all the terms and conditions of this Agreement, including the conditions and restraints imposed upon him pursuant to Sections 7, 8, 9, 10 9 and 11 hereof10. The Executive agrees without reservation Levix xxxees that each of the said conditions and restraints contained herein is are necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, Companies and other legitimate interests of the Company their affiliates and its Company Affiliates; that each and every one of those the conditions and restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in view of the receipt of consideration pursuant to the Merger Agreement, in the aggregatetransactions contemplated above, will not prevent him from obtaining other suitable employment during the period geographic scope and nature of the business in which the Executive is bound by these restraints. The Executive further agrees that the Executive Companies are and will never assert, or permit continue to be asserted on engaged, his knowledge of the Executive’s behalfCompanies' business, in any forum, any position contrary to and his relationships with the foregoingCompanies' investment advisory and trust clients. The Executive further Levix xxxther acknowledges that, were the Executive he to breach any of the covenants contained in Sections 7, 8, 9, 10 9 or 11 hereof10, the damage to the Company Companies would be irreparable. The Executive therefore Levix xxxrefore agrees that the Companies, in the event of the addition to any other remedies available to them, shall be entitled to temporary preliminary and permanent injunctive relief against any breach or a threatened breach by Executive him of any of the provisions of Sections 8said covenants, 9, 10 or 11 hereof, the Companywithout having to post bond, in addition and supplementary to other rights and remedies existing in its favor (including pursuant to Section 3(c) hereof), may apply to any a court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security), and will additionally be entitled to an award of attorney’s fees incurred in connection with securing any relief hereunderjurisdiction. The parties further agree that, in the event that if, at the time of enforcement any provision of Sections 7, 8, 99 or 10 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, 10 too large a geographic area or 11too great a range of activities, a court such provision shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that be deemed to be modified to permit its enforcement to the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area extent permitted by law. The Executive agrees that non-prevailing party in any action brought pursuant to this Section 11(i) shall indemnify and hold harmless the Restricted Period shall be tolled, prevailing party from and shall not run, during any period of time against all reasonable legal fees and expenses paid or incurred by them in which the Executive is in violation of the terms thereof, in order that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of any provision of this Agreement by the Company, or any other claimed breach of contract or violation of law, or change in the nature or scope of the Executive’s employment relationship connection with the Company, shall operate to extinguish the Executive’s obligation to comply with Sections 8, 9, 10 and 11 hereofsuch action.

Enforcement of Covenants. The Executive parties intend that the noncompetition provisions contained in this Section 10.4 shall be deemed to be a series of separate covenants, one for each and every county of each and every state of the United States of America and each and every political subdivision of each and every country outside the United States of America where this provision is intended to be effective. Each Selling Entity acknowledges that the Executive it has carefully read and considered all the terms and conditions of this AgreementSection 10.4, including the restraints imposed upon him it pursuant to Sections 8, 9, 10 10.4(a) and 11 hereof(b). The Executive Each Selling Entity agrees without reservation that each of the said restraints contained herein is are necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, and other legitimate interests of the Company NCLP and its Company Affiliates; subsidiaries and affiliates and that each and every one of those the restraints is reasonable in respect to subject matter, length of time and geographic area; , in view of the receipt of the Purchase Price received and that these restraintsthe Contingent Payments to be received pursuant to this Agreement, individually or in the aggregate, will not prevent him from obtaining other suitable employment during geographic scope and nature of the period business in which the Executive is bound by these restraintsSelling Entities are and NCLP and Buyer will be engaged, Seller's Knowledge of NCLP's and Buyer's business, and Seller's relationships with NCLP's and Buyer's investment advisory clients. The Executive further agrees that the Executive will never assert, or permit to be asserted on the Executive’s behalf, in any forum, any position contrary to the foregoing. The Executive Each Selling Entity further acknowledges that, were the Executive it to breach any of the covenants contained in Sections 8, 9, 10 or 11 hereof10.4(a) and (b), the damage to the Company Buyer would be irreparable. The Executive Each Selling Entity therefore agrees that Buyer, in the event of the addition to any other remedies available to it, shall be entitled to preliminary and permanent injunctive relief against any breach or a threatened breach by Executive any Selling Entity of any of the provisions of Sections 8said covenants, 9, 10 or 11 hereof, the Company, in addition and supplementary without having to other rights and remedies existing in its favor (including pursuant to Section 3(c) hereof), may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security), and will additionally be entitled to an award of attorney’s fees incurred in connection with securing any relief hereunderpost bond. The parties further agree that, in the event that ifany provision of Section 10.4(a) or (b) shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, at the time too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement of Sections 8, 9, 10 or 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that to the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area extent permitted by law. The Executive agrees that the Restricted Period shall be tolled, and shall not run, during any period of time in which the Executive is in violation of the terms thereof, in order that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of any provision of this Agreement by the Company, or any other claimed breach of contract or violation of law, or change in the nature or scope of the Executive’s employment relationship with the Company, shall operate to extinguish the Executive’s obligation to comply with Sections 8, 9, 10 and 11 hereof.

Enforcement of Covenants. The Executive Employee expressly acknowledges and agrees that the Executive has carefully read provisions contained in Sections 11 & 12 hereof are reasonable and considered all necessary for the protection and continued viability of the business of the Company and that a breach by Employee of any of the provisions contained in Sections 11 and 12 and hereof would cause the Company serious loss and damage and that the business of the Company would be irreparably harmed. If this Agreement is terminated for any reason, and thereafter Employee violates any of the provisions contained in Sections 11 and 12 of this Agreement, Employee acknowledges and agrees that the Company shall have the right to immediately cease making payments that may be due and owing to Employee pursuant to this Agreement, and shall have the right to continue to withhold such payments until such time as Employee fully complies with the terms and conditions set forth in Sections 11 and 12. Employee and the Company both acknowledge and agree that exact monetary and other damages in the event of this Agreement, including the restraints imposed upon him pursuant to Sections 8, 9, 10 and 11 hereof. The Executive agrees without reservation that each such violations of the restraints contained herein is necessary for the reasonable Agreement are difficult of ascertainment, though great and proper protection of the goodwillirreparable, Confidential Informationand, trade secretsas such, Employee further acknowledges and other legitimate interests of agrees with the Company and its Company Affiliates; that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him from obtaining other suitable employment during the period in which the Executive is bound by these restraints. The Executive further agrees that the Executive will never assert, or permit to be asserted on the Executive’s behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive to breach any of the covenants contained in Sections 8, 9, 10 or 11 hereof, the damage to the Company would be irreparable. The Executive therefore agrees that in the event of the breach a real or a threatened breach by Executive Employee of any of the provisions of contained in Sections 8, 9, 10 or 11 and 12 hereof, the Company, Company shall be entitled to commence proceedings in addition and supplementary to other rights and remedies existing in its favor (including pursuant to Section 3(c) hereof), may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security), and will additionally be entitled to an award of attorney’s fees incurred obtain preliminary or permanent injunctive relief or other appropriate equitable remedies, which rights and remedies shall be in connection with securing addition to any relief hereunderother rights or remedies to which the Company may be justly entitled at law. The parties further agree that if, at the time of enforcement If any portion of Sections 8, 9, 10 or 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances 11 and 12 shall be substituted for adjudicated to be invalid or unenforceable, then the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. The Executive agrees that the Restricted Period Sections shall be tolleddeemed amended to make the portion comply with law or, and shall if this is not runpossible, during any period of time in which to delete therefrom the Executive is in violation of the terms thereofportion thus adjudicated to be invalid or unenforceable, in order that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of any provision but such deleted portion of this Agreement by shall remain in effect with respect to the Company, or any other claimed breach of contract or violation of law, or change in the nature or scope operation of the Executive’s employment relationship with Sections in all jurisdictions other than the Companyjurisdiction which invalidates the portion deleted, shall operate to extinguish the Executive’s obligation to comply with Sections 8, 9, 10 and 11 hereofwithout limitation.

Enforcement of Covenants. The Executive Employee acknowledges and agrees that compliance with the covenants set forth in this Section 9 of this Agreement is necessary to protect the Confidential Information and Trade Secrets, business and goodwill of the Company, and that any breach of this Section 9 or any subparagraph hereof could result in irreparable and continuing harm to the Company, for which money damages may not provide adequate relief. Accordingly, in the event of any breach or anticipatory breach of Section 9 by Employee, the Company and Employee agree that the Executive has carefully read Company shall be entitled to the following particular forms of relief as a result of such breach, in addition to any remedies otherwise available to it at law or equity: (a) injunctions, both preliminary and considered permanent, enjoining or restraining such breach or anticipatory breach, and Employee hereby consents to the issuance thereof forthwith and without bond by any court of competent jurisdiction; and (b) recovery of all the terms reasonable sums and conditions of this Agreementcosts, including attorneys’ fees, incurred by the restraints imposed upon him pursuant Company to Sections 8enforce the provisions of Section 9. Conflict of Interest Employee may not use her position, 9influence, 10 and 11 hereofknowledge of Confidential Information and Trade Secrets or Company assets for personal gain unless such use is available to all similarly responsible employees. The A direct or indirect financial interest, including joint ventures in or with a supplier, vendor, customer or prospective customer without disclosure and written approval from the Vice Chairman and Chief Executive Officer is strictly prohibited and constitutes cause for dismissal. Intellectual Property Employee covenants and agrees without reservation that each she hereby conveys to the Company all inventions, improvements, products, designs, specifications, trademarks, service marks, discoveries, formulae, processes, software or computer programs, modifications of the restraints contained herein is necessary for the reasonable and proper protection of the goodwillsoftware or computer programs, Confidential Informationdata processing systems, analyses, techniques, trade secrets, creations, ideas, work product or contributions thereto, and any other legitimate interests intellectual property, regardless of the Company whether patented, registered or otherwise protected or protectable, and its Company Affiliates; regardless of whether containing or constituting Trade Secrets or Confidential Information as defined in Section 9 hereof (referred to collectively as “Intellectual Property”), that each and every one of those restraints is reasonable in respect to subject matterwere conceived, length of time and geographic area; and that these restraints, individually developed or in the aggregate, will not prevent him from obtaining other suitable employment made by Employee during the period in which the Executive is bound by these restraints. The Executive further agrees that the Executive will never assert, or permit to be asserted on the Executiveof Employee’s behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive to breach any of the covenants contained in Sections 8, 9, 10 or 11 hereof, the damage to the Company would be irreparable. The Executive therefore agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereof, the Company, in addition and supplementary to other rights and remedies existing in its favor (including pursuant to Section 3(c) hereof), may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security), and will additionally be entitled to an award of attorney’s fees incurred in connection with securing any relief hereunder. The parties further agree that if, at the time of enforcement of Sections 8, 9, 10 or 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. The Executive agrees that the Restricted Period shall be tolled, and shall not run, during any period of time in which the Executive is in violation of the terms thereof, in order that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of any provision of this Agreement employment by the Company, or any other claimed breach including Intellectual Property related to the work on which Employee was engaged from time to time during her tenure of contract or violation of lawemployment (the “Proprietary Interests”), or change in and all such Intellectual Property shall belong to and be the nature or scope property of the Executive’s employment relationship with Company. Employee further covenants and agrees that Employee will: (i) promptly disclose such Intellectual Property to the Company; (ii) assign to the Company, without additional compensation, the entire rights to Intellectual Property for the United States and all foreign countries; (iii) execute assignments and all other papers and do all acts necessary to carry out the above, including enabling the Company to file and prosecute applications for, acquire, ascertain and enforce in all countries, lettersof patent, trademark registrations and/or copyrights covering or otherwise relating to Intellectual Property and to enable the Company to protect its Proprietary Interests therein; and (iv) give testimony, at the Company’s expense, in any action or proceeding to enforce rights in the Intellectual Property. Governing Law and Choice of Forum This Agreement shall operate be governed and conformed in accordance with the laws of the State of New York without regard to extinguish the Executive’s obligation to comply with Sections 8, 9, 10 and 11 hereofits conflict of laws provisions.

Enforcement of Covenants. The Executive acknowledges In signing this Agreement, the Participant gives the Company assurance that the Executive Participant has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him pursuant to Sections 8, 9, 10 and 11 hereof. The Executive Participant agrees without reservation that each of the restraints contained herein is are necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, and other legitimate interests of the Company and its Company Affiliates; , and that each and every one of those the restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him from obtaining other suitable employment during the period in which the Executive is bound by these restraints. The Executive Participant further agrees that the Executive will never assert, or permit to be asserted on the Executive’s behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive Participant to breach any of the covenants contained in Sections 8, 9, 10 or 11 hereofthis Agreement, the damage to the Company and its Affiliates would be irreparable. The Executive Participant therefore agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereof, the Company, in addition addition, and supplementary not as an alternative, to any other rights and remedies existing in its favor available to it (including pursuant to Section 3(c) hereofwithout limitation any remedies set forth in the Award Agreement or the Plan), may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security), and will additionally shall be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by the Participant of any such covenants, without having to post bond, together with an award of attorney’s its reasonable attorneys’ fees incurred in connection with securing any relief enforcing its rights hereunder. The parties further agree that if, at the time of enforcement of Sections 8, 9, 10 or 11, a court shall hold So that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existingCompany may enjoy the full benefit of the covenants contained herein, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. The Executive Participant further agrees that the applicable Restricted Period shall be tolled, and shall not run, during any the period of time in which any breach by the Executive is in violation Participant of any such covenants. The Participant and the terms thereofCompany further agree that, in order the event that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of any provision of this Agreement is determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, that provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law. It is also agreed that each of the Company’s Affiliates shall have the right to enforce all of the Participant’s obligations to that Affiliate under this Agreement. Finally, or any other no claimed breach of contract this Agreement or other violation of lawlaw attributed to the Company or any of its Affiliates, or change in the nature or scope of the ExecutiveParticipant’s employment relationship Service or other association with the CompanyCompany or any of its Affiliates, shall operate to extinguish excuse the ExecutiveParticipant from the performance of the Participant’s obligation to comply with Sections 8, 9, 10 and 11 hereofobligations hereunder.

Enforcement of Covenants. The Executive acknowledges that the Executive he has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him pursuant to Sections 87, 9, 10 8 and 11 9 hereof. The Executive agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, Information and other legitimate interests of the Company and its Company Affiliates; that each and every one of those these restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him from obtaining other suitable employment during the period in which the Executive is bound by these restraintsthem. The Executive further agrees that the Executive he will never assert, or permit to be asserted on the Executive’s his behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive he to breach any of the covenants contained in Sections 87, 9, 10 8 or 11 9 hereof, the damage to the Company and its Affiliates would be irreparable. The Executive therefore agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereof, the Company, in addition and supplementary to other rights and remedies existing in its favor (including pursuant to Section 3(c) hereof), may apply to any court other remedies available to it, shall be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of law or equity any of competent jurisdiction for specific performance or injunctive or other relief in order said covenants, without having to enforce or prevent any violations of the provisions hereof (without posting a bond or other security)post bond, and will additionally be entitled to an award of attorney’s fees incurred in connection with securing any relief hereunder. The parties further agree that, in the event that ifany provision of Section 7, at the time 8 or 9 hereof shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement of Sections 8, 9, 10 or 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that to the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area extent permitted by law. The Executive agrees that the Restricted Period shall be tolled, and shall not run, during any period of time in which the Executive he is in violation of the terms thereof, in order that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of any provision of this Agreement by the Company, or any other claimed breach of contract or violation of law, or change in the nature or scope of the Executive’s employment relationship with the Company, shall operate to extinguish the Executive’s obligation to comply with Sections 87, 98 and 9 hereof. Each of the Company’s Affiliates shall have the right to enforce all of the Executive’s obligations to that Affiliate under this Agreement, 10 and 11 including without limitation pursuant to Section 7, 8 or 9 hereof.

Enforcement of Covenants. The Executive acknowledges that the Executive has he was provided with at least ten (10) days to carefully read and considered consider all the terms and conditions of this Agreement, including the restraints imposed upon him pursuant to Sections 87, 8 and 9, 10 and 11 hereofhas had the opportunity to consult with legal counsel of Executive’s choosing regarding such terms and conditions. The Executive agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, Information and other legitimate interests of the Company and its Company Affiliates; that each and every one of those these restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him from obtaining other suitable employment during the period in which the Executive is bound by these restraintsthem. The Executive further agrees that the Executive he will never assert, or permit to be asserted on the Executive’s her behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive he to breach any of the covenants contained in Sections 87, 8 or 9, 10 or 11 hereof, the damage to the Company and its Affiliates would be irreparable. The Executive therefore agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereof, the Company, in addition and supplementary to other rights and remedies existing in its favor (including pursuant to Section 3(c) hereof), may apply to any court other remedies available to it, shall be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of law or equity any of competent jurisdiction for specific performance or injunctive or other relief in order said covenants, without having to enforce or prevent any violations of the provisions hereof (without posting a bond or other security)post bond, and will additionally be entitled to an award of attorney’s fees incurred in connection with securing any relief hereunder. The parties further agree that, in the event that ifany provision of Section 7, at the time 8 or 9 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement of Sections 8, 9, 10 or 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that to the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area extent permitted by law. The Executive agrees that the Restricted Nonsolicitation Period shall be tolled, and shall not run, during any period of time in which the Executive he is in violation of the terms thereof, in order that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of any provision of this Agreement by the Company, or any other claimed breach of contract or violation of law, or change in the nature or scope of the Executive’s employment relationship with the Company, shall operate to extinguish the Executive’s obligation to comply with Sections 87, 8 and 9. Each of the Company’s Affiliates shall have the right to enforce all of the Executive’s obligations to that Affiliate under this Agreement, 10 and 11 hereofincluding without limitation pursuant to Section 7, 8 or 9.

Enforcement of Covenants. The Executive acknowledges that the Executive he has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him pursuant to Sections 86, 9, 10 7 and 11 8 hereof. The Executive agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, Information and other legitimate interests of the Company and its Company Affiliates; that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him [him] from obtaining other suitable employment during the period in which the Executive is bound by these restraints. The Executive further agrees that the Executive he will never assert, or permit to be asserted on the Executive’s his behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive he to breach any of the covenants contained in Sections 86, 9, 10 7 or 11 8 hereof, the damage to the Company would be irreparable. The Executive therefore agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereof, the Company, in addition and supplementary to other rights and remedies existing in its favor (including pursuant to Section 3(c) hereof), may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order remedies available to enforce or prevent any violations of the provisions hereof (without posting a bond or other security)it, and will additionally shall be entitled to an award preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of attorney’s any of said covenants, without having to post bond and shall be entitled to recover its reasonable attorneys’ fees and costs incurred in connection with securing any relief hereundersuch relief. The parties further agree that, in the event that if, at the time of enforcement any provision of Sections 86, 97 or 8 hereof shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, 10 too large a geographic area or 11too great a range of activities, a court such provision shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that be deemed to be modified to permit its enforcement to the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area extent permitted by law. The Executive agrees parties also agree that the Restricted Period periods of time set forth in Sections 8(a), 8(c) and 8(d) shall be tolled, and shall not run, during any period of time in which the Executive is in violation breach of the terms thereof, in order covenants contained therein so that the Company and its Company Affiliates shall have all may enjoy the full protection of the agreed-upon temporal protection recited herein. No breach of any provision of this Agreement by the Company, or any other claimed breach of contract or violation of law, or change in the nature or scope of the Executive’s employment relationship with the Company, shall operate to extinguish the Executive’s obligation to comply with Sections 8, 9, 10 and 11 hereofsuch covenants.

Enforcement of Covenants. The Executive acknowledges that the Executive has she was provided with at least ten (10) days to carefully read and considered consider all the terms and conditions of this Agreement, including the restraints imposed upon him her pursuant to Sections 87, 8 and 9, 10 and 11 hereofhas had the opportunity to consult with legal counsel of Executive’s choosing regarding such terms and conditions. The Executive agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, Information and other legitimate interests of the Company and its Company Affiliates; that each and every one of those these restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him her from obtaining other suitable employment during the period in which the Executive is bound by these restraintsthem. The Executive further agrees that the Executive she will never assert, or permit to be asserted on the Executive’s her behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive she to breach any of the covenants contained in Sections 87, 8 or 9, 10 or 11 hereof, the damage to the Company and its Affiliates would be irreparable. The Executive therefore agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereof, the Company, in addition and supplementary to other rights and remedies existing in its favor (including pursuant to Section 3(c) hereof), may apply to any court other remedies available to it, shall be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of law or equity any of competent jurisdiction for specific performance or injunctive or other relief in order said covenants, without having to enforce or prevent any violations of the provisions hereof (without posting a bond or other security)post bond, and will additionally be entitled to an award of attorney’s fees incurred in connection with securing any relief hereunder. The parties further agree that, in the event that ifany provision of Section 7, at the time 8 or 9 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement of Sections 8, 9, 10 or 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that to the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area extent permitted by law. The Executive agrees that the Restricted Nonsolicitation Period shall be tolled, and shall not run, during any period of time in which the Executive she is in violation of the terms thereof, in order that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of any provision of this Agreement by the Company, or any other claimed breach of contract or violation of law, or change in the nature or scope of the Executive’s employment relationship with the Company, shall operate to extinguish the Executive’s obligation to comply with Sections 87, 8 and 9. Each of the Company’s Affiliates shall have the right to enforce all of the Executive’s obligations to that Affiliate under this Agreement, 10 and 11 hereofincluding without limitation pursuant to Section 7, 8 or 9.

Enforcement of Covenants. The Executive acknowledges In signing this Agreement, the Participant gives the Company assurance that the Executive Participant has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him pursuant to Sections 8, 9, 10 and 11 hereof. The Executive Participant agrees without reservation that each of the restraints contained herein is are necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, and other legitimate interests of the Company and its Company Affiliates; , and that each and every one of those the restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him from obtaining other suitable employment during the period in which the Executive is bound by these restraints. The Executive Participant further agrees that the Executive will never assert, or permit to be asserted on the Executive’s behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive Participant to breach any of the covenants contained in Sections 8, 9, 10 or 11 hereofthis Agreement, the damage to the Company and its Affiliates would be irreparable. The Executive Participant therefore agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereof, the Company, in addition addition, and supplementary not as an alternative, to any other rights and remedies existing in its favor available to it (including pursuant to Section 3(c) hereofwithout limitation any remedies set forth in the Award Agreement or the Plan), may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security), and will additionally shall be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by the Participant of any such covenants, without having to post bond, together with an award of attorney’s its reasonable attorneys’ fees incurred in connection with securing any relief enforcing its rights hereunder. The parties further agree that if, at the time of enforcement of Sections 8, 9, 10 or 11, a court shall hold So that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existingCompany may enjoy the full benefit of the covenants contained herein, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. The Executive Participant further agrees that the Restricted Period shall be tolled, and shall not run, during any the period of time in which any breach by the Executive is in violation Participant of any such covenants. The Participant and the terms thereofCompany further agree that, in order the event that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of any provision of this Agreement is determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, that provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law. It is also agreed that each of the Company’s Affiliates shall have the right to enforce all of the Participant’s obligations to that Affiliate under this Agreement. Finally, or any other no claimed breach of contract this Agreement or other violation of lawlaw attributed to the Company or any of its Affiliates, or change in the nature or scope of the ExecutiveParticipant’s employment relationship Service or other association with the CompanyCompany or any of its Affiliates, shall operate to extinguish excuse the ExecutiveParticipant from the performance of the Participant’s obligation to comply with Sections 8, 9, 10 and 11 hereofobligations hereunder.

Enforcement of Covenants. The Executive acknowledges that the Executive he has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him pursuant to Sections 87, 98 and 9 hereof, 10 and 11 hereof. The Executive agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the goodwillgood will, Confidential Information, trade secrets, Information and other legitimate business interests of the Company and its Company Affiliates; that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him from obtaining other suitable employment during the period in which the Executive is bound by these restraints. The Executive further agrees that the Executive he will never assert, or permit to be asserted on the Executive’s his behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive he to breach any of the covenants contained in Sections 87, 9, 10 8 or 11 9 hereof, the damage to the Company would be irreparable. The Executive therefore agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereof, the Company, in addition and supplementary to other rights and remedies existing in its favor (including pursuant to Section 3(c) hereof), may apply to any court other remedies available to it, shall be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of law or equity any of competent jurisdiction for specific performance or injunctive or other relief in order said covenants, without having to enforce or prevent any violations of the provisions hereof (without posting a bond or other security)post bond, and will additionally be entitled to an award of attorney’s attorneys’ fees incurred in connection with securing any relief hereunderof its rights under this Section 11. The Executive also agrees that the period of restriction in Sections 9(a), (c) and (d) hereof shall be tolled and shall not run during any period when the Executive is in violation thereof. The parties further agree that, in the event that ifany provision of Section 7, at the time 8 or 9 hereof shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement of Sections 8, 9, 10 or 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that to the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area extent permitted by law. The Executive agrees It is also agreed that the Restricted Period shall be tolled, and shall not run, during any period of time in which the Executive is in violation each of the terms thereof, in order that the Company and its Company Company’s Affiliates shall have the right to enforce all of the agreed-upon temporal protection recited herein. No breach of any provision of this Agreement by the Company, or any other claimed breach of contract or violation of law, or change in the nature or scope of the Executive’s employment relationship with obligations to that Affiliate under the CompanyAgreement, shall operate including without limitation pursuant to extinguish the Executive’s obligation to comply with Sections 87, 9, 10 8 and 11 9 hereof.

Enforcement of Covenants. The Executive acknowledges that the Executive has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him the Executive pursuant to Sections 8, 9, 9 and 10 and 11 hereof. The Executive agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, Information and other legitimate interests of the Company and its Company Affiliates; that each and every one of those these restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him the Executive from obtaining other suitable employment during the period in which the Executive is bound by these restraintsthem. The Executive further agrees that the Executive will never assert, or permit to be asserted on the Executive’s behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive to breach any of the covenants contained in Sections 8, 9, 9 or 10 or 11 hereof, the damage to the Company and its Affiliates would be irreparable. The Executive therefore agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereof, the Company, in addition and supplementary to other rights and remedies existing not in its favor (including pursuant to Section 3(c) hereof), may apply the alternative to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order remedies available to enforce or prevent any violations of the provisions hereof (without posting a bond or other security)it, and will additionally shall be entitled to an award preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of attorney’s fees incurred in connection with securing any relief hereunderof said covenants, without having to post bond. The parties further agree that, in the event that if, at the time of enforcement any provision of Sections 8, 99 or 10 hereof shall be determined by any court of competent jurisdiction to be unenforceable, 10 or 11, a court such provision shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that be deemed to be modified to permit its enforcement to the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area extent permitted by law. The Executive agrees that the Restricted Period shall be tolled, and shall not run, during any period of time in which the Executive is in violation of the terms thereof, in order that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of any provision of this Agreement by the Company, or any other claimed breach of contract or violation of law, or change in the nature or scope of the Executive’s employment relationship with the Company, shall operate to extinguish the Executive’s obligation to comply with Sections 8, 99 and 10 hereof. Each of the Company’s Affiliates shall have the right to enforce all of the Executive’s obligations to that Affiliate under this Agreement, including, without limitation, pursuant to Sections 8, 9 or 10 and 11 hereof.

Enforcement of Covenants. The Executive acknowledges that the Executive she has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him her pursuant to Sections 87, 9, 10 8 and 11 9 hereof. The Executive agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, Information and other legitimate interests of the Company and its Company Affiliates; that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him her from obtaining other suitable employment during the period in which the Executive is bound by these restraints. The Executive further agrees that the Executive will never assert, or permit to be asserted on the Executive’s behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive she to breach any of the covenants contained in Sections 87, 9, 10 8 or 11 9 hereof, the damage to the Company would could be irreparable. The Executive therefore agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereof, the Company, in addition to any other remedies available to it, shall be entitled to preliminary and supplementary permanent injunctive relief against any breach or threatened breach by the Executive of any of said covenants, without having to other rights and remedies existing post bond. Without limiting the generality of the foregoing, the Executive further agrees that, in its favor the event of her failure to comply with the Compliance Condition, the Company shall have the immediate right to cease making any severance payments under Section 5(d) or (including pursuant e) of this Agreement, shall have the right to require the Executive to repay any severance payments that had been paid to her prior to the date of such breach (only with respect to a breach of Section 3(c) 9 hereof), may apply and shall terminate any outstanding equity awards that have been awarded to her by the Company, notwithstanding anything to the contrary in any court of law applicable grant document, stock option plan or equity of competent jurisdiction for specific performance any other applicable agreement or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security), and will additionally be entitled to an award of attorney’s fees incurred in connection with securing any relief hereunderplan. The parties further agree that, in the event that ifany provision of Section 7, at the time 8 or 9 hereof shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement of Sections 8, 9, 10 or 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that to the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area extent permitted by law. The Executive agrees that the Restricted Non-Competition Period shall be tolled, and shall not run, during any period of time in which the Executive she is in violation of the terms thereof, in order that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of any provision of this Agreement by the CompanyCompany (other than a breach by the Company of its obligations to make severance payments under Section 5(d) or (e) of this Agreement), or any other claimed breach of contract or violation of law, or change in the nature or scope of the Executive’s employment relationship with the Company, shall operate to extinguish the Executive’s obligation to comply with Sections 87, 9, 10 8 and 11 9 hereof.. 30007394_8

Enforcement of Covenants. The Executive acknowledges that the Executive he has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him his pursuant to Sections 87, 8 and 9, 10 and 11 hereof. The Executive agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, Information and other legitimate interests of the Company and its Company Affiliates; that each and every one of those these restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him from obtaining other suitable employment during the period in which the Executive is bound by these restraintsthem. The Executive further agrees that the Executive he will never assert, or permit to be asserted on the Executive’s his behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive he to breach any of the covenants contained in Sections 87, 8 or 9, 10 or 11 hereof, the damage to the Company and its Affiliates would be irreparable. The Executive therefore agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereof, the Company, in addition and supplementary to other rights and remedies existing in its favor (including pursuant to Section 3(c) hereof), may apply to any court other remedies available to it, shall be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of law or equity any of competent jurisdiction for specific performance or injunctive or other relief in order said covenants, without having to enforce or prevent any violations of the provisions hereof (without posting a bond or other security)post bond, and will additionally be entitled to an award of attorney’s fees incurred in connection with securing any relief hereunder. The parties further agree that, in the event that ifany provision of Section 7, at the time 8 or 9 sha1l be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement of Sections 8, 9, 10 or 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that to the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area extent permitted by law. The Executive agrees that the Restricted Period shall be tolled, and shall not run, during any period of time in which the Executive he is in violation of the terms thereof, in order that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of any provision of this Agreement by the Company, or any other claimed breach of contract or violation of law, or change in the nature or scope of the Executive’s employment relationship with the Company, shall operate to extinguish the Executive’s obligation to comply with Sections 87, 8 and 9. Each of the Company’s Affiliates shall have the right to enforce all of the Executive’s obligations to that Affiliate under this Agreement, 10 and 11 hereofincluding without limitation pursuant to Section 7, 8 or 9.

Enforcement of Covenants. The Executive acknowledges that the Executive he has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him pursuant to Sections 87, 9, 10 8 and 11 9 hereof. The Executive agrees without reservation that each of the said restraints contained herein is are necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, and other legitimate interests of the Company and its Company Affiliates; Affiliates (as defined in Section 9) and that each and every one of those the restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him from obtaining other suitable employment during the period in which the Executive is bound by these restraints. The Executive further agrees that if, during the Term or at any time following termination of his employment hereunder, regardless of the reason for such termination, Executive will never assertbreaches any provision of Sections 7, 8 or permit 9, the Company’s obligation, if any, to be asserted pay benefits under Section 5 hereof shall forthwith cease and Executive shall immediately forfeit and disgorge to the Company, with interest at the prime rate then in effect, any benefits theretofore paid to Executive under Section 5, including but not limited to any severance based on the Executive’s behalf, Base Salary and the value of any equity-based award that vested in any forum, any position contrary to the foregoingconnection with or following termination of Executive’s employment. The Executive further acknowledges that, were the Executive he to breach any of the covenants contained in Sections 87, 9, 10 or 11 8 and 9 hereof, the damage to the Company would be irreparable. The Executive therefore agrees that that, in addition to the Company’s clawback remedy in the event of immediately preceding sentence and any other remedies available to it, the Company shall also be entitled to preliminary relief against any breach or a threatened breach by Executive of any of said covenants, without having to post bond. So that the provisions Company may enjoy the full benefit of Sections 8, the covenants contained in Section 9, 10 or 11 hereof, the Company, in addition and supplementary to other rights and remedies existing in its favor (including pursuant to Section 3(c) hereof), may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security), and will additionally be entitled to an award of attorney’s fees incurred in connection with securing any relief hereunder. The parties Executive further agree that if, at the time of enforcement of Sections 8, 9, 10 or 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. The Executive agrees that the Restricted Non-Competition Period and the Non-Solicitation Period shall be tolled, and shall not run, during any the period of time in which the any breach by Executive is in violation of any of the terms thereofcovenants contained in Section 9. The parties further agree that, in order the event that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of any provision of this Agreement Sections 7, 8 or 9 hereof shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the Company, or any other maximum extent permitted by law. No claimed breach of contract this Agreement or other violation of lawlaw attributed to the Company, or change in the nature or scope of the Executive’s employment or other relationship with the CompanyCompany or any of its Affiliates, shall operate to extinguish excuse Executive from the Executive’s obligation to comply with Sections 8, performance of his obligations under Section 9, 10 and 11 hereof.

Enforcement of Covenants. The Executive acknowledges that the Executive he has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him pursuant to Sections 87, 9, 10 8 and 11 9 hereof. The Executive agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the goodwillgood will, Confidential Information, trade secrets, Information and other legitimate business interests of the Company and its Company Affiliates; that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him from obtaining other suitable employment during the period in which the Executive is bound by these restraints. The Executive further agrees that the Executive he will never assert, or permit to be asserted on the Executive’s his behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive he to breach any of the covenants contained in Sections 87, 9, 10 8 or 11 9 hereof, the damage to the Company would be irreparable. The Executive therefore agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereof, the Company, in addition and supplementary to other rights and remedies existing in its favor (including pursuant to Section 3(c) hereof), may apply to any court other remedies available to it, shall be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of law or equity any of competent jurisdiction for specific performance or injunctive or other relief in order said covenants, without having to enforce or prevent any violations of the provisions hereof (without posting a bond or other security)post bond, and will additionally be entitled to an award of attorney’s attorneys’ fees incurred in connection with securing any relief hereunderof its rights under this Section 11. The Executive also agrees that the period of restriction in Sections 9(a), (c) and (d) hereof shall be tolled and shall not run during any period when the Executive is in violation thereof. The parties further agree that, in the event that ifany provision of Section 7, at the time 8 or 9 hereof shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement of Sections 8, 9, 10 or 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that to the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area extent permitted by law. The Executive agrees It is also agreed that the Restricted Period shall be tolled, and shall not run, during any period of time in which the Executive is in violation each of the terms thereof, in order that the Company and its Company Company’s Affiliates shall have the right to enforce all of the agreed-upon temporal protection recited herein. No breach of any provision of this Agreement by the Company, or any other claimed breach of contract or violation of law, or change in the nature or scope of the Executive’s employment relationship with obligations to that Affiliate under the CompanyAgreement, shall operate including without limitation pursuant to extinguish the Executive’s obligation to comply with Sections 87, 9, 10 8 and 11 9 hereof.

Enforcement of Covenants. The Executive acknowledges In signing this Agreement, I give the Company assurance that the Executive has I have carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him pursuant to Sections 8on me under paragraphs 2, 9, 10 3 and 11 hereof4. The Executive agrees I agree without reservation that each of the these restraints contained herein is are necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, and other legitimate interests of the Company and its Company Affiliates; , and that each and every one of those the restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him from obtaining other suitable employment during the period in which the Executive is bound by these restraints. The Executive I further agrees that the Executive will never assert, or permit to be asserted on the Executive’s behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges agree that, were the Executive I to breach any of the covenants contained in Sections 8paragraphs 2, 9, 10 3 or 11 hereof4, the damage to the Company and its Affiliates would be irreparable. The Executive I therefore agrees agree that in the event of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereof, the Company, in addition and supplementary to other rights and remedies existing in its favor (including pursuant to Section 3(c) hereof), may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order remedies available to enforce or prevent any violations of the provisions hereof (without posting a bond or other security)it, and will additionally shall be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by me of any of those covenants, without having to post bond, together with an award of its reasonable attorney’s fees incurred in connection with securing any relief enforcing its rights hereunder. The parties So that the Company may enjoy the full benefit of the covenants contained in paragraph 4, I further agree that if, at the time of enforcement of Sections 8, 9, 10 or 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. The Executive agrees that the Restricted Period shall be tolled, and shall not run, during any the period of time in which the Executive is in violation any breach by me of any of the terms thereofcovenants contained in paragraph 2 or 4. The Company and I further agree that, in order the event that any provision of paragraph 4 is determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, that provision shall be deemed to be modified to permit its enforcement to the Company and its Company maximum extent permitted by law. It is also agreed that each of the Company’s Affiliates shall have the right to enforce all of the agreed-upon temporal protection recited hereinmy obligations to that Affiliate under this Agreement, including without limitation pursuant to paragraphs 2, 3 and 4. No Finally, no claimed breach of any provision of this Agreement by the Company, or any other claimed breach of contract or violation of law, or change in law attributed to the nature or scope of the Executive’s employment relationship with the Company, Company shall operate to extinguish excuse me from the Executive’s obligation to comply with Sections 8performance of my obligations under paragraphs 2, 9, 10 3 and 11 hereof4.

Enforcement of Covenants. The Executive acknowledges that the Executive has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him pursuant to Sections 86, 9, 10 7 and 11 8 hereof. The Executive agrees without reservation that each of the restraints contained herein therein is necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, Information and other legitimate interests of the Company and its Company subsidiaries and Affiliates; that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him the Executive from obtaining other suitable employment during the period in which the Executive is bound by these restraints. The Executive further agrees that the Executive will never assert, or permit to be asserted on the Executive’s behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive to breach any of the covenants contained in Sections 86, 9, 10 7 or 11 8 hereof, the damage to the Company would be irreparable. The Executive therefore agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereof, the Company, in addition to any other remedies available to it, shall be entitled to preliminary and supplementary permanent injunctive relief against any breach or threatened breach by the Executive of any of said covenants, without having to other rights and remedies existing post a bond. The parties agree that, in its favor (including pursuant to the event that any provision of Section 3(c) hereof)6, may apply to 7 or 8 hereof shall be determined by any court of law or equity of competent jurisdiction for specific performance to be unenforceable by reason of its being extended over too great a time, too large a geographic area, too great a range of activities, or injunctive or other relief in order otherwise, such provision shall be modified to enforce or prevent any violations of permit its enforcement to the provisions hereof (without posting a bond or other security), and will additionally be entitled to an award of attorney’s fees incurred in connection with securing any relief hereundermaximum extent permitted by law. The parties further agree that if, at the time of enforcement of Sections 8, 9, 10 or 11, a court shall hold (a) that the durationCompany, scope in its sole discretion, may waive any of the provisions in Sections 6, 7, or area restrictions stated herein are unreasonable under circumstances then existing8 by providing notice to the Executive and (b) that in the event of any breach of Section 8 by the Executive, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. The Executive agrees that the Restricted Restriction Period shall be tolled, and shall not run, during any extended by the period of time in during which the Executive is was in violation of the terms thereof, in order that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of any provision of this Agreement by the Company, or any other claimed breach of contract or violation of law, or change in the nature or scope of the Executive’s employment relationship with the Company, shall operate to extinguish the Executive’s obligation to comply with Sections 8, 9, 10 and 11 hereofbreach.

Enforcement of Covenants. The Executive acknowledges that the Executive he has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him pursuant to Sections 87, 8 and 9, 10 and 11 hereofhas had the opportunity to consult with legal counsel of Executive’s choosing regarding such terms and conditions. The Executive agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, Proprietary Information and other legitimate interests of the Company and its Company Affiliates; that each and every one of those these restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him from obtaining other suitable employment during the period in which the Executive is bound by these restraintsthem. The Executive further agrees that the Executive he will never assert, or permit to be asserted on the Executive’s his behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive he to breach any of the covenants contained in Sections 87, 8 or 9, 10 or 11 hereof, the damage to the Company and its Affiliates would be irreparable. The Executive therefore agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereof, the Company, in addition and supplementary to other rights and remedies existing in its favor (including pursuant to Section 3(c) hereof), may apply to any court other remedies available to it, shall be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of law or equity any of competent jurisdiction for specific performance or injunctive or other relief in order said covenants, without having to enforce or prevent any violations of the provisions hereof (without posting a bond or other security)post bond, and will additionally be entitled to an award of attorney’s fees incurred in connection with securing any relief hereunder. The parties further agree that, in the event that ifany provision of Section 7, at the time 8 or 9 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement of Sections 8, 9, 10 or 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that to the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area extent permitted by law. The Executive agrees that the Restricted Period restricted periods herein shall be tolled, and shall not run, during any period of time in which the Executive he is in violation of the terms thereof, in order that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of any provision of this Agreement by the Company, or any other claimed breach of contract or violation of law, or change in the nature or scope of the Executive’s employment relationship with the Company, shall operate to extinguish the Executive’s obligation to comply with Sections 87, 8 and 9. Each of the Company’s Affiliates shall have the right to enforce all of the Executive’s obligations to that Affiliate under this Agreement, 10 and 11 hereofincluding without limitation pursuant to Section 7, 8 or 9.