Common use of Equitable Relief Clause in Contracts

Equitable Relief. (a) Employee acknowledges that the restrictions contained in Section 5 hereof are reasonable and necessary to protect the legitimate interests of the Company and its affiliates, that the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of that Section will result in irreparable injury to the Company. Employee represents and acknowledges that (i) Employee has been advised by the Company to consult Employee’s own legal counsel in respect of this Agreement, and (ii) Employee has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s counsel. (b) Employee agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law. (c) Employee irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 hereof, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or other equitable relief, may be brought in a United States District Court in Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia, Pennsylvania, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee may have to the laying of venue of any such suit, action or proceeding in any such court. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 hereof.

Equitable Relief. (a) Employee Executive acknowledges that the restrictions contained in this Section 5 hereof 6 are reasonable and necessary to protect the legitimate interests of the Company and its affiliatesEmployer, that the Company Employer would not have entered into this the Agreement in the absence of such restrictions, and that any violation of any provision of that this Section 6 will result in irreparable injury to Employer. By entering into the CompanyAgreement, the Executive represents that his or her experience and capabilities are such that the restrictions contained in this Section 6 will not prevent the Executive from obtaining employment or otherwise earning a living at the same general level of economic benefit as is currently the case. Employee The Executive further represents and acknowledges that (i) Employee he or she has been advised by the Company Employer to consult Employee’s his or her own legal counsel in respect of this Agreement, and (ii) Employee that he or she has had full opportunity, prior to execution of this agreeing to enter into the Agreement, to review thoroughly this Agreement with Employee’s his or her counsel. (b) Employee Executive agrees that the Company Employer shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of this Section 5 hereof6, which rights shall be cumulative and in addition to any other rights or remedies to which the Company Employer may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of this Section 5 hereof 6 should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law. (c) Employee Executive irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of this Section 5 hereof6, including without limitation, any action commenced by the Employer or the Company for preliminary and permanent injunctive relief or other equitable relief, may be brought in a the United States District Court in Pennsylvaniafor the Northern District of California, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia, PennsylvaniaCalifornia, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee Executive may have to the laying of venue of any such suit, action or proceeding in any such court. Employee Executive also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 hereof7.9.

Equitable Relief. (a) Employee Executive acknowledges and agrees that the restrictions contained in Section Sections 5 hereof and 6 are reasonable and necessary to protect and preserve the legitimate interests interests, properties, goodwill and business of the Company and its affiliatesEmployer, that the Company Employer would not have entered into this Agreement in the absence of such restrictions, restrictions and that any violation of any provision of that Section will result in irreparable injury to will be suffered by the CompanyEmployer should Executive breach any of the provisions of those Sections. Employee Executive represents and acknowledges that (i) Employee Executive has been advised by the Company Employer to consult EmployeeExecutive’s own legal counsel in respect of this Agreement, and (ii) Employee Executive has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with EmployeeExecutive’s counsel. (b) Employee Executive further acknowledges and agrees that a breach of any of the restrictions in Sections 5 and 6 cannot be adequately compensated by monetary damages. Executive agrees that the Company Employer shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 or 6 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company Employer may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 or 6 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions it is the intention of the parties that the provision shall be deemed reformed in such jurisdiction amended to the extent of the maximum time, geographic, service, or other limitations permitted by applicable law, that such amendment shall apply only within the jurisdiction of the court that made such adjudication and that the provision otherwise be enforced to the maximum extent permitted by law. (c) Employee Notwithstanding anything in this Agreement to the contrary, if Executive breaches any of Executive’s obligations under Section 5 or 6 hereof, the Company shall thereafter be obligated only for the compensation and other benefits provided in any Company benefit plans, policies or practices then applicable to Executive in accordance with the terms thereof, and all payments under Section 2 of this Agreement shall cease. (d) Executive irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 or 6 hereof, including without limitation, any action commenced by the Company Employer for preliminary and permanent injunctive relief or and other equitable relief, may be brought in a United States District Court in Pennsylvaniafor Ohio, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around PhiladelphiaColumbus, PennsylvaniaOhio, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee Executive may have to the laying of venue of any such suit, action or proceeding in any such court. Employee Executive also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 15 hereof. (e) Executive agrees that for a period of three years following the termination of Executive’s employment for any reason, Executive will provide, and at all times after the date hereof the Employer may similarly provide, a copy of Sections 5 and 6 hereof to any business or enterprise (i) which Executive may directly or indirectly own, manage, operate, finance, join, control or in which Executive may participate in the ownership, management, operation, financing, or control, or (ii) with which Executive may be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise, or in connection with which Executive may use or permit to be used Executive’s name; provided, however, that this provision shall not apply in respect of Section 6 after expiration of the time periods set forth therein.

Equitable Relief. (a1) Employee The Executive acknowledges that the restrictions contained in this Section 5 hereof 6 are reasonable and necessary to protect the legitimate interests of the Company and its affiliatesEmployer, that the Company Employer would not have entered into this the Agreement in the absence of such restrictions, and that any violation of any provision of that this Section 6 will result in irreparable injury to Employer. By entering into the CompanyAgreement, the Executive represents that his or her experience and capabilities are such that the restrictions contained in this Section 6 will not prevent the Executive from obtaining employment or otherwise earning a living at the same general level of economic benefit as is currently the case. Employee The Executive further represents and acknowledges that (i) Employee he or she has been advised by the Company Employer to consult Employee’s his or her own legal counsel in respect of this Agreement, and (ii) Employee that he or she has had full opportunity, prior to execution of this agreeing to enter into the Agreement, to review thoroughly this Agreement with Employee’s his or her counsel. (b2) Employee The Executive agrees that the Company Employer shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of this Section 5 hereof6, which rights shall be cumulative and in addition to any other rights or remedies to which the Company Employer may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of this Section 5 hereof 6 should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law. (c3) Employee The Executive irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of this Section 5 hereof6, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or other equitable relief, may be brought in a the United States District Court in Pennsylvaniafor the Northern District of California, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia, PennsylvaniaCalifornia, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee the Executive may have to the laying of venue of any such suit, action or proceeding in any such court. Employee Executive also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 hereof7.9.

Equitable Relief. (a) Employee Executive acknowledges and agrees that the restrictions contained in Section 5 hereof Sections 6 and 7 are reasonable and necessary to protect and preserve the legitimate interests interests, properties, goodwill and business of the Company and its affiliatesCompany, that the Company would not have entered into this Agreement in the absence of such restrictions, restrictions and that any violation of any provision of that Section will result in irreparable injury to will be suffered by the CompanyCompany should Executive breach any of the provisions of those Sections. Employee Executive represents and acknowledges that (i) Employee Executive has been advised by the Company to consult Employee’s Executive's own legal counsel in respect of this Agreement, and (ii) Employee Executive has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s Executive's counsel. (b) Employee Executive further acknowledges and agrees that a breach of any of the restrictions in Sections 6 and 7 cannot be adequately compensated by monetary damages. Executive agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 Sections 6 or 7 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 Sections 6 or 7 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions it is the intention of the parties that the provision shall be deemed reformed in such jurisdiction amended to the extent of the maximum time, geographic, service, or other limitations permitted by applicable law, that such amendment shall apply only within the jurisdiction of the court that made such adjudication and that the provision otherwise be enforced to the maximum extent permitted by law. (c) Employee Notwithstanding anything in this Agreement to the contrary, if Executive breaches any of Executive's obligations under Sections 6 or 7 hereof, the Company shall thereafter be obligated only for the compensation and other benefits provided in any Company benefit plans, policies or practices then applicable to Executive in accordance with the terms thereof, and all payments under Sections 2 and 3 of this Agreement shall cease. (d) Executive irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 6 or 7 hereof, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or and other equitable relief, may be brought in a United States District Court in Pennsylvaniafor Ohio, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around PhiladelphiaColumbus, PennsylvaniaOhio, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee Executive may have to the laying of venue of any such suit, action or proceeding in any such court. Employee Executive also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 15 hereof. (e) Executive agrees that for a period of three years following the termination of Executive's employment for any reason, Executive will provide, and at all times after the date hereof the Company may similarly provide, a copy of Sections 6 and 7 hereof to any business or enterprise (i) which Executive may directly or indirectly own, manage, operate, finance, join, control or in which Executive may participate in the ownership, management, operation, financing, or control, or (ii) with which Executive may be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise, or in connection with which Executive may use or permit to be used Executive's name; provided, however, that this provision shall not apply in respect of Section 7 after expiration of the time periods set forth therein. (f) For the purposes of this Section 8, the term "Company" shall be deemed to include the Company, its Affiliates and their successors.

Equitable Relief. (a) Employee 9.5.1 Each party acknowledges and agrees that the restrictions covenants contained in Section 5 hereof this Agreement regarding the confidentiality and use of the Confidential Information of the disclosing party are reasonable and necessary to protect the legitimate interests of the Company and its affiliatesdisclosing party, that the Company disclosing party would not have entered into this Agreement in the absence of such restrictionscovenants, and that any violation the receiving party’s breach or threatened breach of any provision such covenants shall cause the disclosing party significant and irreparable harm, the amount of that Section will result in irreparable injury which shall be extremely difficult to the Company. Employee represents estimate and acknowledges that (i) Employee has been advised by the Company to consult Employee’s own legal counsel in respect of this Agreementascertain, and (ii) Employee has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s counsel. (b) Employee for which money damages shall not be adequate. Each party further acknowledges and agrees that the Company disclosing party shall be entitled have the right to preliminary apply to any court of competent jurisdiction for an injunction order restraining any breach or threatened breach of the covenants contained in this Agreement regarding confidentiality and permanent injunctive reliefuse of the Confidential Information and specifically enforcing such covenants, without the necessity of proving actual damagesposting any bond or security or giving the receiving party an opportunity to cure, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 hereof, which rights shall be cumulative and in addition to seeking any other rights remedy available to the disclosing party in law or remedies to which the Company may be entitledequity. Without limiting the foregoing, Employee also Each party agrees that payment it shall not challenge any of the compensation foregoing acknowledgements and benefits payable under agreements concerning injunctive relief in any proceeding brought by a disclosing party. 9.5.2 Impax acknowledges and agrees that the obligations and undertakings of Impax pursuant to Section 3 4.2 of this Agreement may be automatically ceased are reasonable and necessary to protect the legitimate interests of Medicis, that Medicis would not have entered into this Agreement in the event absence of a material such provision, and that Impax’s breach or threatened breach or failure to comply with Section 4.2 of this Agreement shall cause Medicis significant and irreparable harm, the amount of which shall be extremely difficult to estimate and ascertain, and for which money damages shall not be adequate. Impax further acknowledges and agrees that Medicis shall have the right to apply to any court of competent jurisdiction for an injunction order restraining any breach or threatened breach of Section 4.2 of this Agreement and specifically enforcing the covenants of Section 5, provided the Company gives Employee written notice terms and provisions of such breachSections of this Agreement, detailing without the activity necessity of Employee posting any bond or security or giving Impax an opportunity to cure, in addition to seeking any other remedy available to Medicis in law or equity. Impax agrees that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that it shall not challenge any of the provisions of Section 5 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law foregoing acknowledgements and agreements concerning injunctive relief in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted proceeding brought by applicable lawMedicis. (c) Employee irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 hereof, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or other equitable relief, may be brought in a United States District Court in Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia, Pennsylvania, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee may have to the laying of venue of any such suit, action or proceeding in any such court. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 hereof.

Equitable Relief. (a) 6.1 Employee acknowledges that the restrictions contained in Section Sections 2, 3, 4 and 5 hereof are reasonable and necessary to protect the legitimate interests of the Company and its affiliates, that the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of that Section will those Sections may result in irreparable injury to the CompanyCompany and its affiliates (each of which shall be deemed a third party beneficiary of such restriction). Employee represents that his experience and capabilities are such that the restrictions contained in Sections 4 and 5 hereof will not prevent Employee from obtaining employment or otherwise earning a living at the same general level of economic benefit as anticipated by this Agreement. Employee represents and acknowledges that (ia) Employee he has been advised by the Company to consult Employee’s his own legal counsel in respect of this Agreement, and (iib) Employee that he has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s his counsel. (b) 6.2 Employee agrees that each of the Company and its affiliates shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as to an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 2, 3, 4 or 5 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company or any affiliate may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 2, 3, 4 or 5 hereof should ever be adjudicated to exceed the time, geographic, service, service or other limitations permitted by applicable law in any jurisdiction, then such provisions provision shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law. (c) 6.3 Employee and the Company irrevocably and unconditionally (i) agrees agree that any suit, action or other legal proceeding arising out of Section 5 hereofthis Agreement, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or and other equitable relief, may be brought in a any court of competent jurisdiction in the State of North Carolina, provided that any suit, action or other legal proceeding brought against the Company shall be brought and adjudicated in the United States District Court in Pennsylvaniafor the Eastern District of North Carolina or, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general competent civil jurisdiction sitting in or around PhiladelphiaWake County, PennsylvaniaNorth Carolina, (ii) consents consent to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, proceeding and (iii) waives waive any objection which Employee or the Company may have to the laying of venue of any such suit, action or proceeding in any such court. Employee and the Company also irrevocably and unconditionally consents consent to the service of any process, pleadingspleading, notices or other papers in a any manner permitted by the notice provisions of Section 14 hereof. 6.4 Employee agrees that he will provide, and that the Company may similarly provide, a copy of Sections 2, 3, 4, and 5 of this Agreement to any business or enterprise (i) which he may directly or indirectly own, manage, operate, finance, join, control or participate in the ownership, management, operation, financing, control or control of, or (ii) with which he may be connected with as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise, or in connection with which he may use or permit his name to be used; provided, however, that this provision shall not apply in respect of Sections 4 and 5 of this Agreement after expiration of the time periods set forth therein.

Equitable Relief. (a) Employee acknowledges that the restrictions contained in Section 5 Sections 11 and 12 hereof are reasonable and necessary to protect the legitimate interests of the Company and its affiliates, that the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of that Section those Sections will result in irreparable injury to the Company. Employee represents and acknowledges that (i) Employee has been advised by the Company to consult Employee’s own legal counsel in respect of this Agreement, and (ii) Employee has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s counsel. (b) Employee agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 Sections 11 or 12 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 Sections 11 or 12 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law. (cb) Employee irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 11 or 12 hereof, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or other equitable relief, may be brought in a United States District Court in Pennsylvania, the state or if such court does not have jurisdiction or will not accept jurisdiction, in any court federal courts of general jurisdiction in or around Philadelphia, Pennsylvaniathe State of New Jersey, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee may have to the laying of venue of any such suit, action or proceeding in any such court. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 16 hereof.

Equitable Relief. (a) Employee acknowledges that the restrictions contained in Section 5 Sections 10 and 11 hereof are reasonable and necessary to protect the legitimate interests of the Company and its affiliatesAffiliates, that the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of that Section those Sections will result in irreparable injury to the Company. Employee represents that his experience and capabilities are such that the restrictions contained in Section 11 hereof will not prevent Employee from obtaining employment or otherwise earning a living at the same general level of economic benefit as anticipated by this Agreement. Employee further represents and acknowledges that (i) Employee he has been advised by the Company to consult Employee’s his own legal counsel in respect of this Agreement, and (ii) Employee that he has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s counseland understands its terms and conditions. (b) Employee agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 Sections 10 or 11 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 Sections 10 or 11 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law. (c) Employee irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 10 or 11 hereof, including including, without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or other equitable relief, may be brought in a the United States District Court in for the Middle District of Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around PhiladelphiaYork County, Pennsylvania, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee may have to the laying of venue of any such suit, action or proceeding in any such court. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 15 hereof. (d) Employee agrees that he will provide, and that the Company may similarly provide, a copy of Sections 10 and 11 hereof to any business or enterprise (i) which he may directly or indirectly own, manage, operate, finance, join, control or participate in the ownership, management, operation, financing, control or control of, or (ii) with which he may be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise, or in connection with which he may use or permit his name to be used; provided, however, that this provision shall not apply in respect of Section 12 hereof after expiration of the time period set forth therein.

Equitable Relief. (a) 7.1 The Employee acknowledges that the restrictions contained in Section Sections 3, 4, 5 and 6 hereof are are, in view of the nature of the business of K-Tron and the other members of the K-Tron Group, reasonable and necessary to protect the legitimate interests of the Company and its affiliatesK-Tron Group, that the Company K-Tron would not have entered into this Agreement in the absence of such restrictions, that the business of the K-Tron Group is international in scope and that any violation of any provision of that Section will those Sections could result in irreparable injury to K-Tron and the Company. Employee represents and acknowledges that (i) Employee has been advised by other members of the Company to consult Employee’s own legal counsel in respect of this Agreement, and (ii) Employee has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s counselK-Tron Group. (b) 7.2 The Employee agrees that in the Company event of any violation of the restrictions referred to in Section 7.1 above, K-Tron and any other member of the K-Tron Group shall be entitled to preliminary and permanent injunctive relief, without the necessity of posting a bond or proving actual damages, as well as and to an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 hereofsuch violation, which rights shall be cumulative and in addition to any other rights or remedies to which K-Tron or any other member of the Company K-Tron Group may be entitled. Without limiting the foregoing, . 7.3 The Employee also irrevocably and unconditionally agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach any violation of the covenants of restrictions referred to in Section 57.1 above, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 hereof should ever an action may be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law. (c) Employee irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 hereof, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or and other equitable reliefrelief in any federal or state court of competent jurisdiction sitting in Gloucester or Camden County, New Jersey or in any other court of competent jurisdiction. The Employee hereby waives, to the fullest extent permitted by law, any objection that he may be brought in a United States District Court in Pennsylvania, now or if hereafter have to such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia, Pennsylvania, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee may have to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that such courtsuit, action or proceeding has been brought in an inconvenient forum. The Employee also irrevocably and unconditionally consents to the agrees that effective service of any process, process may be made upon him by mail under the notice provisions contained in Section 13 hereof and that all pleadings, notices or and other papers may be served upon him in a manner permitted by the notice same manner. 7.4 The non-competition and non-solicitation provisions of Section 14 hereofSections 5 and 6 above shall be extended by any time period during which the Employee is in violation of any such provisions. 7.5 The Employee may provide, and any member of the K-Tron Group may similarly provide, a copy of Sections 3, 4, 5 and 6 of this Agreement to any business or enterprise (a) which the Employee may directly or indirectly own, manage, operate, finance, join, control or participate in the ownership, management, operation, financing or control of, or (b) with which he may be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise, or in connection with which he may use or permit his name to be used; provided, however, that this provision shall not apply in respect of Sections 5 and 6 of this Agreement after expiration of the time periods set forth therein. 7.6 The Employee represents and acknowledges that (a) he has been advised by K-Tron to consult his own legal counsel in respect of this Agreement and (b) he has had full opportunity to do so.

Equitable Relief. (a) Employee acknowledges that the restrictions contained in Section Sections 3, 4, 5 and 6 hereof are reasonable and necessary to protect the legitimate interests of the Company and its affiliates, that the Company would not have entered into this Agreement Agreement, in the absence of such restrictions, and that any violation of any provision of that Section those Sections will result in irreparable injury to the Company. Employee represents and acknowledges that (i) Employee has been advised by the Company to consult Employee’s own legal counsel in respect of this Agreement, and (ii) Employee has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s counsel. (b) EMPLOYEE FURTHER REPRESENTS AND ACKNOWLEDGES THAT (i) HE HAS BEEN ADVISED BY THE COMPANY TO CONSULT HIS OWN LEGAL COUNSEL IN RESPECT OF THIS AGREEMENT, (ii) THAT HE HAS HAD FULL OPPORTUNITY, PRIOR TO EXECUTION OF THIS AGREEMENT, TO REVIEW THOROUGHLY THIS AGREEMENT WITH HIS COUNSEL, AND (iii) HE HAS READ AND FULLY UNDERSTANDS THE TERMS AND PROVISIONS OF THIS AGREEMENT. (c) Employee agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving providing actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section Sections 3, 4, 5 or 6 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 Sections 5, or 6 hereof should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable law. (cd) Employee irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 hereofthis Agreement, including without limitation, any action commenced by the Company for preliminary and or permanent injunctive relief or other equitable relief, may must be brought in a the United States District Court in Pennsylvaniafor the Southern District of Florida, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia, Pennsylvania, Palm Beach County (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee may have to the laying of venue of any such suit, action or proceeding in any such court. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 12 hereof.

Equitable Relief. (a) Employee Executive acknowledges and agrees that the restrictions contained in Section 5 hereof Sections 2 and 3 are reasonable and necessary to protect and preserve the legitimate interests interests, properties, goodwill and business of the Company and its affiliatesCompany, that the Company NUSCO would not have entered into this Agreement in the absence of such restrictions, restrictions and that any violation of any provision of that Section will result in irreparable injury to will be suffered by the CompanyCompany should Executive breach any of the provisions of those Sections. Employee Executive represents and acknowledges that (i) Employee Executive has been advised by the Company NUSCO to consult Employee’s Executive's own legal counsel in respect of this Agreement, and (ii) Employee that Executive has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s Executive's counsel. (b) Employee Executive further acknowledges and agrees that a breach of any of the restrictions in Sections 2 and 3 cannot be adequately compensated by monetary damages. Executive agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 Sections 2 or 3 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 Sections 2 or 3 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions it is the intention of the parties that the provision shall be deemed reformed in such jurisdiction amended to the extent of the maximum time, geographic, service, or other limitations permitted by applicable law, that such amendment shall apply only within the jurisdiction of the court that made such adjudication and that the provision otherwise be enforced to the maximum extent permitted by law. (c) Employee If Executive breaches any of Executive's obligations under Sections 2 or 3 hereof, and such breach constitutes "cause," as defined in Section 5.3 hereof, or would constitute Cause if it had occurred during the Employment Term, the Company shall thereafter have no Target Benefit obligation pursuant to the Supplemental Plan, but shall remain obligated for the Make-Whole Benefit under the Supplemental Plan, but only to the extent not modified by the terms of this Agreement, and compensation and other benefits provided in any plans, policies or practices then applicable to Executive in accordance with the terms thereof. (d) Executive irrevocably and unconditionally unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 Sections 2 or 3 hereof, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or and other equitable relief, may be brought in a the United States District Court in Pennsylvaniafor the District of Connecticut, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around PhiladelphiaHartford, PennsylvaniaConnecticut, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee Executive may have to the laying of venue of any such suit, action or proceeding in any such court. Employee Executive also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 10 hereof. (e) Executive agrees that for a period of five years following the termination of Executive's employment by the Company Executive will provide, and that at all times after the date hereof the Company may similarly provide, a copy of Sections 2 and 3 hereof to any business or enterprise (i) which Executive may directly or indirectly own, manage, operate, finance, join, control or participate in the ownership, management, operation, financing, or control of, or (ii) with which Executive may be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise, or in connection with which Executive may use or permit Executive's name to be used; provided, however, that this provision shall not apply in respect of Section 3 hereof after expiration of the time periods set forth therein.

Equitable Relief. (a) 6.1. Employee acknowledges that the restrictions contained in Section Sections 3, 4 and 5 hereof of this Agreement, individually and collectively, are reasonable and necessary to protect the legitimate interests of the Company and its affiliatesCompany, that the Company would not have entered into this Agreement in the absence of such restrictions, and that any material violation of any provision of that Section those Sections will result in irreparable injury to the Company. The Employee further represents and acknowledges that (i) Employee he has been advised by the Company to consult Employee’s his own legal counsel in respect of to this Agreement, ; and (ii) Employee has had full opportunitythat he has, prior to execution of this Agreement, to review reviewed thoroughly this Agreement with Employee’s his counsel. (b) 6.2. The Employee agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as to an equitable accounting of all earnings, profits and other benefits arising from any violation of Section Sections 3, 4 or 5 hereofabove, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section Sections 3, 4 or 5 hereof above should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable law. (c) Employee 6.3. Subject to Section 13 of this Agreement, the parties irrevocably and unconditionally agree that any (i) agrees that any suit, action or other legal proceeding arising out of Section 5 hereofthis Agreement, including including, without limitation, any action commenced by the Company for preliminary and and/or permanent injunctive relief or and/or other equitable relief, may be brought in a United States District Court in Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general competent jurisdiction in or around Philadelphia, Pennsylvania, ; (ii) consents consent to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, ; and (iii) waives waive any objection which Employee such party may have to the laying of venue of any such suit, action or proceeding in any such court. Employee The parties also irrevocably and unconditionally consents consent to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 hereof10 of this Agreement.

Equitable Relief. (a) 6.1. Employee acknowledges that the restrictions contained in Section Sections 3, 4 and 5 hereof are reasonable and necessary to protect the legitimate interests of the Company Bank and its affiliates, that the Company Bank would not have entered into this Agreement in the absence of such restrictions, restrictions and that any violation of any provision of that Section these Sections will result in irreparable injury to the CompanyBank and its affiliates. Employee further represents and acknowledges that (i) Employee he has been advised by the Company Bank to consult Employee’s his own legal counsel in respect of this Agreement, and (ii) Employee that he has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s his counsel. (b) 6.2. Employee agrees that the Company Bank's remedy at law for a breach of paragraphs 3, 4, and 5 would be inadequate and that the Bank shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving providing actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 hereofSections 3, 4, or 5, which rights shall be cumulative and in addition to any other rights or remedies to which the Company Bank may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section Sections 3, 4, or 5 hereof should ever be adjudicated to exceed the time, geographic, service, geographic or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, geographic or other limitations permitted by applicable law. (c) 6.3. Employee irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 hereofthis Agreement, including without limitation, any action commenced by the Company Bank for preliminary and permanent injunctive relief or and other equitable relief, may be brought in a the United States District Court in Pennsylvaniafor the District of Maryland, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around PhiladelphiaBaltimore County, PennsylvaniaMaryland, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee may have to the laying of venue of any such suit, action or proceeding in any such court. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 hereof12 of this Agreement. 6.4. Employee agrees that he will provide, and that the Bank may similarly provide, a copy of Sections 3, 4, and 5 of this Agreement to any business or enterprise (i) which he may directly or indirectly own, manage, operate, finance, join, control or participate in the ownership, management, operation, financing, or control of, or (ii) with which he may be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise, or in connection with which he may use or permit his name to be used; provided, however, that this provision shall not apply in respect of Section 5 of this Agreement after expiration of the time periods set forth therein.

Equitable Relief. (a) Employee Executive acknowledges and agrees that the restrictions contained in Section 5 hereof Sections 6 and 7 are reasonable and necessary to protect and preserve the legitimate interests interests, properties, goodwill and business of the Company and its affiliatesCompany, that the Company would not have entered into this Agreement in the absence of such restrictions, restrictions and that any violation of any provision of that Section will result in irreparable injury to will be suffered by the CompanyCompany should Executive breach any of the provisions of those Sections. Employee Executive represents and acknowledges that (i) Employee Executive has been advised by the Company to consult Employee’s Executive's own legal counsel in respect of this Agreement, and (ii) Employee Executive has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s Executive's counsel. (b) Employee Executive further acknowledges and agrees that a breach of any of the restrictions in Sections 6 and 7 cannot be adequately compensated by monetary damages. Executive agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 Sections 6 or 7 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 Sections 6 or 7 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions it is the intention of the parties that the provision shall be deemed reformed in such jurisdiction amended to the extent of the maximum time, geographic, service, or other limitations permitted by applicable law, that such amendment shall apply only within the jurisdiction of the court that made such adjudication and that the provision otherwise be enforced to the maximum extent permitted by law. (c) Employee Executive irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 6 or 7 hereof, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or and other equitable relief, may be brought in a United States District Court in Philadelphia or Mont▇▇▇▇▇▇ ▇▇▇nty, Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in Philadelphia or around PhiladelphiaMont▇▇▇▇▇▇ ▇▇▇ntry, Pennsylvania, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee Executive may have to the laying of venue of any such suit, action or proceeding in any such court. Employee Executive also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 19 hereof. (d) For the purposes of this Section 8 the term "Company" shall be deemed to include the Company, its subsidiaries and their successors.

Equitable Relief. (a) Employee acknowledges that the restrictions contained in Section 5 Sections 10 and 11 hereof are reasonable and necessary to protect the legitimate interests of the Company and its affiliates, that the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of that Section those Sections will result in irreparable injury to the Company. Employee represents and acknowledges that (i) Employee has been advised by the Company to consult Employee’s own legal counsel in respect of this Agreement, and (ii) Employee has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s counsel. (b) Employee agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 Sections 10 or 11 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 Sections 10 or 11 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law. (cb) Employee irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 10 or 11 hereof, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or other equitable relief, may be brought in a United States District Court in Pennsylvania, the state or if such court does not have jurisdiction or will not accept jurisdiction, in any court federal courts of general jurisdiction in or around Philadelphia, Pennsylvaniathe State of New Jersey, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee may have to the laying of venue of any such suit, action or proceeding in any such court. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 15 hereof.

Equitable Relief. (a) Employee Executive acknowledges and agrees that the restrictions contained in Section 5 hereof Sections 2 and 3 are reasonable and necessary to protect and preserve the legitimate interests interests, properties, goodwill and business of the Company and its affiliatesCompany, that the Company would not have entered into this Agreement in the absence of such restrictions, restrictions and that any violation of any provision of that Section will result in irreparable injury to will be suffered by the CompanyCompany should Executive breach any of the provisions of those Sections. Employee Executive represents and acknowledges that (i) Employee Executive has been advised by the Company to consult Employee’s Executive's own legal counsel in respect of this Agreement, and (ii) Employee Executive has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s Executive's counsel, and (iii) the provisions of Sections 2 and 3 are reasonable and these restrictions do not prevent Executive from earning a reasonable livelihood. (b) Employee Executive further acknowledges and agrees that a breach of any of the restrictions in Sections 2 and 3 cannot be adequately compensated by monetary damages. Executive agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as provable damages and an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 Sections 2 or 3 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 Sections 2 or 3 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions it is the intention of the parties that the provision shall be deemed reformed in such jurisdiction amended to the extent of the maximum time, geographic, service, or other limitations permitted by applicable law, that such amendment shall apply only within the jurisdiction of the court that made such adjudication and that the provision otherwise be enforced to the maximum extent permitted by law. (c) Employee Executive irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 Sections 2 or 3 hereof, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or and other equitable relief, may be brought in a the United States District Court in for the Western District of Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around PhiladelphiaPittsburgh, Pennsylvania, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee Executive may have to the laying of venue of any such suit, action or proceeding in any such court. Employee Executive also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 8 hereof.

Equitable Relief. (a) 6.1 Employee acknowledges that the restrictions contained in Section Sections 2, 3, 4 and 5 hereof are reasonable and necessary to protect the legitimate interests of the Company and its affiliates, that the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of that Section will those Sections may result in irreparable injury to the CompanyCompany and its affiliates (each of which shall be deemed a third party beneficiary of such restriction). Employee represents and acknowledges that (ia) Employee he has been advised by the Company to consult Employee’s his own legal counsel in respect of this Agreement, and (iib) Employee that he has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s his counsel. (b) 6.2 Employee agrees that each of the Company and its affiliates shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as to an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 2, 3, 4 or 5 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company or any affiliate may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 2, 3, 4 or 5 hereof should ever be adjudicated to exceed the time, geographic, service, service or other limitations permitted by applicable law in any jurisdiction, then such provisions provision shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law. (c) 6.3 Employee and the Company irrevocably and unconditionally (i) agrees agree that any suit, action or other legal proceeding arising out of Section 5 hereofthis Agreement, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or and other equitable relief, may be brought in a any court of competent jurisdiction in the State of North Carolina, provided that any suit, action or other legal proceeding brought against the Company shall be brought and adjudicated in the United States District Court in Pennsylvaniafor the Eastern District of North Carolina or, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general competent civil jurisdiction sitting in or around PhiladelphiaWake County, PennsylvaniaNorth Carolina, (ii) consents consent to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, proceeding and (iii) waives waive any objection which Employee or the Company may have to the laying of venue of any such suit, action or proceeding in any such court. Employee and the Company also irrevocably and unconditionally consents consent to the service of any process, pleadingspleading, notices or other papers in a any manner permitted by the notice provisions of Section 14 hereof. 6.4 Employee agrees that he will provide, and that the Company may similarly provide, a copy of Sections 2, 3, 4, and 5 of this Agreement to any business or enterprise (i) which he may directly or indirectly own, manage, operate, finance, join, control or participate in the ownership, management, operation, financing, control or control of, or (ii) with which he may be connected with as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise, or in connection with which he may use or permit his name to be used; provided, however, that this provision shall not apply in respect of Sections 4 and 5 of this Agreement after expiration of the time periods set forth therein.

Equitable Relief. (a) Employee acknowledges The Company and the Executive recognize that the restrictions contained in Section 5 hereof are reasonable and necessary services to protect the legitimate interests of the Company and its affiliates, that the Company would not have entered into be rendered under this Agreement in by the absence Executive are special, unique and of such restrictionsextraordinary character, and that in the event of the breach by the Executive of the terms and conditions of this Agreement or if the Executive, without the prior consent of the Board of Directors of the Company, shall leave his employment for any reason and take any action in violation of Section 6, Section 7, Section 8, or Section 9, the Company will be entitled to institute and prosecute proceedings in any provision court of that competent jurisdiction referred to in Section 11(b) below, to enjoin the Executive from breaching the provisions of Section 6 or Section 7, or Section 8. In such action, the Company will result not be required to plead or prove irreparable harm or lack of an adequate remedy at law. Nothing contained in irreparable injury this Section 11 shall be construed to prevent the Company. Employee represents and acknowledges that (i) Employee has been advised Company from seeking such other remedy in arbitration in case of any breach of this Agreement by the Executive, as the Company to consult Employee’s own legal counsel in respect of this Agreement, and (ii) Employee has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s counselmay elect. (b) Employee agrees that Any proceeding or action must be commenced in state court in Broward County, Florida where the Company shall be entitled to preliminary maintains its principal offices. The Executive and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law. (c) Employee irrevocably and unconditionally (i) agrees that submit to the jurisdiction of such court and agree to take any suit, and all future action or other legal proceeding arising out necessary to submit to the jurisdiction of Section 5 hereof, including without limitation, any action commenced by such courts. The Executive and the Company for preliminary and permanent injunctive relief or other equitable relief, may be brought in a United States District Court in Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia, Pennsylvania, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives irrevocably waive any objection which Employee that they now have or hereafter or hereafter may have to the laying of venue of any suit, action or proceeding brought in any such court and further irrevocably waives any claim that any such suit, action or proceeding brought in any such courtcourt has been brought in an inconvenient forum. Employee also irrevocably Final judgment against the Executive or the Company in any such suit shall be conclusive and unconditionally consents to may be enforced in other jurisdictions by suit on the service judgment, a certified or true copy or which shall be conclusive evidence of the fact and the amount of any processliability of the Executive or the Company therein described, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 hereofappropriate proceedings under any applicable treaty or otherwise.

Equitable Relief. (a) Employee acknowledges that the restrictions contained in Section 5 Sections 11 and 12 hereof are reasonable and necessary to protect the legitimate interests of Maritrans Inc., the Company and its affiliatesAffiliates, that the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of that Section those Sections will result in irreparable injury to the Company. The Employee represents that his experience and capabilities are such that the restrictions contained in Section 12 hereof will not prevent the Employee from obtaining employment or otherwise earning a living at the same general level of economic benefit as anticipated by this Agreement. The Employee further represents and acknowledges that (i) Employee he has been advised by the Company to consult Employee’s his own legal counsel in respect of this Agreement, and (ii) Employee that he has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s his counsel. (b) The Employee agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damagesdamages or posting a bond, as well as to an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 Sections 11 or 12 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 Sections 11 or 12 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law. (c) Employee irrevocably agrees that he will provide, and unconditionally that the Company may similarly provide, a copy of Sections 11 and 12 hereof to any business or enterprise (i) agrees that any suitwhich he may directly or indirectly own, action manage, operate, finance, join, control or other legal proceeding arising out of Section 5 hereofparticipate in the ownership, including without limitationmanagement, any action commenced by the Company for preliminary and permanent injunctive relief operation, financing, control or other equitable relief, may be brought in a United States District Court in Pennsylvaniacontrol of, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia, Pennsylvania, (ii) consents with which he may be connected with as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise, or in connection with which he may use or permit his name to the non-exclusive jurisdiction of any such court be used; provided, however, that this provision shall not apply in any such suit, action or proceeding, and (iii) waives any objection which Employee may have to the laying of venue of any such suit, action or proceeding in any such court. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions respect of Section 14 hereof12 hereof after expiration of the time period set forth therein.

Equitable Relief. (a) Employee acknowledges The Company and the Executive recognize that the restrictions contained in Section 5 hereof are reasonable and necessary services to protect the legitimate interests of the Company and its affiliates, that the Company would not have entered into be rendered under this Agreement in by the absence Executive are special, unique and of such restrictionsextraordinary character, and that in the event of the breach by the Executive of the terms and conditions of this Agreement or if the Executive, without the prior consent of the Board of Directors of the Company, shall leave his employment for any reason and take any action in violation of Section 6, Section 7, Section 8, or Section 9, the Company will be entitled to institute and prosecute proceedings in any provision court of that competent jurisdiction referred to in Section 11(b) below, to enjoin the Executive from breaching the provisions of Section 6 or Section 7, or Section 8. In such action, the Company will result not be required to plead or prove irreparable harm or lack of an adequate remedy at law. Nothing contained in irreparable injury this Section 11 shall be construed to prevent the Company. Employee represents and acknowledges that (i) Employee has been advised Company from seeking such other remedy in arbitration in case of any breach of this Agreement by the Executive, as the Company to consult Employee’s own legal counsel in respect of this Agreement, and (ii) Employee has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s counselmay elect. (b) Employee agrees that Any proceeding or action must be commenced in state court in Broward County, Florida we the Company shall be entitled to preliminary maintains its principal offices. The Executive and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law. (c) Employee irrevocably and unconditionally (i) agrees that submit to the jurisdiction of such court and agree to take any suit, and all future action or other legal proceeding arising out necessary to submit to the jurisdiction of Section 5 hereof, including without limitation, any action commenced by such courts. The Executive and the Company for preliminary and permanent injunctive relief or other equitable relief, may be brought in a United States District Court in Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia, Pennsylvania, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives irrevocably waive any objection which Employee that they now have or hereafter or hereafter may have to the laying of venue of any suit, action or proceeding brought in any such court and further irrevocably waives any claim that any such suit, action or proceeding brought in any such courtcourt has been brought in an inconvenient forum. Employee also irrevocably Final judgment against the Executive or the Company in any such suit shall be conclusive and unconditionally consents to may be enforced in other jurisdictions by suit on the service judgment, a certified or true copy or which shall be conclusive evidence of the fact and the amount of any processliability of the Executive or the Company therein described, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 hereofappropriate proceedings under any applicable treaty or otherwise.

Equitable Relief. (a) Employee Executive acknowledges that the restrictions contained in Section 5 Sections 13 and 14 hereof are reasonable and necessary to protect the legitimate interests of the Company and its affiliates, that the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of that Section those Sections will result in irreparable injury to the Company. Employee Executive represents that his experience and capabilities are such that the restrictions contained in Section 14 hereof will not prevent Executive from obtaining employment or otherwise earning a living at the same general level of economic benefit as is currently the case. Executive further represents and acknowledges that (i) Employee he has been advised by the Company to consult Employee’s his own legal counsel in respect of this Agreement, and (ii) Employee that he has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s his counsel. (b) Employee Executive agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 Sections 13 or 14 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 Sections 13 or 14 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law. (c) Employee Executive irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 13 or 14 hereof, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or other equitable relief, may be brought in a the United States District Court in Pennsylvaniafor the District of Delaware, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia, PennsylvaniaDelaware, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee Executive may have to the laying of venue of any such suit, action or proceeding in any such court. Employee Executive also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 18 hereof.

Equitable Relief. (a) 5.1. Employee acknowledges that the restrictions contained in Section 5 hereof Sections 3 and 4 are reasonable and necessary to protect the legitimate interests of the Company and its affiliates, that the Company would not have entered into this Agreement in the absence of such restrictions, restrictions and that any violation of any provision of that Section these Sections will result in irreparable injury to the CompanyCompany and its affiliates. Employee further represents and acknowledges that (i) Employee he has been advised by the Company to consult Employee’s his own legal counsel in respect of this Agreement, and (ii) Employee that he has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s his counsel. (b) 5.2. Employee agrees that the Company's remedy at law for a breach of paragraphs 3 and 4 would be inadequate and that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving providing actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 hereofSections 3 and 4, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 hereof Sections 3 and 4 should ever be adjudicated to exceed the time, geographic, service, geographic or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, geographic or other limitations permitted by applicable law. (c) 5.3. Employee irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 hereofthis Agreement, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or and other equitable relief, may be brought in a the United States District Court in Pennsylvaniafor the District of Maryland, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around PhiladelphiaBaltimore County, PennsylvaniaMaryland, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee may have to the laying of venue of any such suit, action or proceeding in any such court. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 hereof10 of this Agreement. 5.4. Employee agrees that he will provide, and that the Company may similarly provide, a copy of Sections 3 and 4 of this Agreement to any business or enterprise (i) which he may directly or indirectly own, manage, operate, finance, join, control or participate in the ownership, management, operation, financing, or control of, or (ii) with which he may be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise, or in connection with which he may use or permit his name to be used; provided, however, that this provision shall not apply in respect of Section 4 of this Agreement after expiration of the time periods set forth therein.

Equitable Relief. (a) Employee Executive hereby acknowledges that, by virtue of his or her unique relationship with the Employer and/or its affiliates, the Executive has acquired and had access to, or will acquire and have access to, Confidential Information and will also develop a unique and comprehensive familiarity with the Employer and its business and Affiliates, which the Executive would not have otherwise had but for his or her employment, and which the Executive acknowledges are valuable assets of the Employer and its affiliates. Executive acknowledges that the restrictions contained in this Section 5 hereof 6 are reasonable and necessary to protect the legitimate business interests of the Company Employer and its affiliates, that the Company Employer would not have entered into this the Agreement in the absence of such restrictions, and that any violation of any provision of that this Section 6 will result in immediate and irreparable injury to Employer and its affiliates for which damages cannot be readily calculated and for which damages are an inadequate remedy. By entering into the CompanyAgreement, the Executive represents that his or her experience and capabilities are such that the restrictions contained in this Section 6 will not unreasonably restrict his or her post-employment opportunities. Employee The Executive further represents and acknowledges that (i) Employee he or she has been advised by the Company Employer to consult Employee’s his or her own legal counsel in respect of this Agreement, and (ii) Employee that he or she has had full opportunity, prior to execution of this agreeing to enter into the Agreement, to review thoroughly this Agreement with Employee’s his or her counsel. (b) Employee Executive agrees that the Company Employer and its affiliates shall be entitled to preliminary and permanent injunctive reliefrelief to prevent any actual or threatened breach or any continuing breach by the Executive of the covenants contained in this Section 6, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of this Section 5 hereof6, which rights shall be cumulative and in addition to any other rights or remedies to which the Company Employer may be entitled. Without limiting The Executive further agrees to reimburse the foregoingEmployer and its affiliates for all costs and expenditures, Employee also agrees that payment including but not limited to reasonable attorneys' fees and court costs, incurred by any of them in connection with the compensation and benefits payable successful enforcement of any of their rights under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice6. In the event that any of the provisions of this Section 5 hereof 6 should ever be adjudicated by a court or arbitrator of competent jurisdiction to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdictionjurisdiction or to otherwise be unreasonable or unenforceable, then such provisions shall be deemed reformed modified or limited in such jurisdiction so that, as modified or limited, such provisions may be enforced to the maximum time, geographic, service, or other limitations permitted by applicable law. (c) Employee The running of the time periods set forth in this Section 6 shall be tolled during the period of any breach by the Executive of this Section 6 and during the period of any dispute involving the breach, applicability, scope, duration or other aspect of any of the provisions of this Section 6 whether or not any party has filed a lawsuit. The provisions of this Section 6 shall remain in full force and effect for the duration of such breach or dispute, until the breach or dispute is fully and finally resolved by either (i) the written agreement of the parties to each such dispute or (ii) a final, non-appealable order from a court of competent jurisdiction, at which point the time-period of such provisions shall again commence running, unless such agreement or order (as applicable) expressly provides otherwise. (d) Executive irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of this Section 5 hereof6, including without limitation, any action commenced by the Employer or the Company for preliminary and permanent injunctive relief or other equitable relief, may be brought in a the United States District Court in Pennsylvaniafor the Eastern District of Michigan, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia, PennsylvaniaMichigan, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee Executive may have to the laying of venue of any such suit, action or proceeding in any such court. Employee Executive also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 hereof7.9.

Equitable Relief. (a) Employee Executive acknowledges and agrees that the restrictions contained in Section 5 hereof Sections 6 and 7 are reasonable and necessary to protect and preserve the legitimate interests interests, properties, goodwill and business of the Company and its affiliatesCompany, that the Company would not have entered into this Agreement in the absence of such restrictions, restrictions and that any violation of any provision of that Section will result in irreparable injury to will be suffered by the CompanyCompany should Executive breach any of the provisions of those Sections. Employee Executive represents and acknowledges that (i) Employee Executive has been advised by the Company to consult EmployeeExecutive’s own legal counsel in respect of this Agreement, and (ii) Employee Executive has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with EmployeeExecutive’s counsel. (b) Employee Executive further acknowledges and agrees that a breach of any of the restrictions in Sections 6 and 7 cannot be adequately compensated by monetary damages. Executive agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 Sections 6 or 7 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 Sections 6 or 7 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions it is the intention of the parties that the provision shall be deemed reformed in such jurisdiction amended to the extent of the maximum time, geographic, service, or other limitations permitted by applicable law, that such amendment shall apply only within the jurisdiction of the court that made such adjudication and that the provision otherwise be enforced to the maximum extent permitted by law. (c) Employee Notwithstanding anything in this Agreement to the contrary, if Executive breaches any of Executive’s obligations under Sections 6 or 7 hereof, the Company shall thereafter be obligated only for the compensation and other benefits provided in any Company benefit plans, policies or practices then applicable to Executive in accordance with the terms thereof, and all payments under Sections 2 and 3 of this Agreement shall cease. (d) Executive irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 6 or 7 hereof, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or and other equitable relief, may be brought in a United States District Court in Pennsylvaniafor Ohio, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around PhiladelphiaColumbus, PennsylvaniaOhio, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee Executive may have to the laying of venue of any such suit, action or proceeding in any such court. Employee Executive also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 15 hereof. (e) Executive agrees that for a period of three years following the termination of Executive’s employment for any reason, Executive will provide, and at all times after the date hereof the Company may similarly provide, a copy of Sections 6 and 7 hereof to any business or enterprise (i) which Executive may directly or indirectly own, manage, operate, finance, join, control or in which Executive may participate in the ownership, management, operation, financing, or control, or (ii) with which Executive may be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise, or in connection with which Executive may use or permit to be used Executive’s name; provided, however, that this provision shall not apply in respect of Section 7 after expiration of the time periods set forth therein. (f) For the purposes of this Section 8, the term “Company” shall be deemed to include the Company, its Affiliates and their successors.

Equitable Relief. (a) Employee Executive acknowledges and agrees that the restrictions contained in Section 5 hereof Sections 2 and 3 are reasonable and necessary to protect and preserve the legitimate interests interests, properties, goodwill and business of the Company and its affiliatesCompany, that the Company would not have entered into this Agreement in the absence of such restrictions, restrictions and that any violation of any provision of that Section will result in irreparable injury to will be suffered by the CompanyCompany should Executive breach any of the provisions of those Sections. Employee Executive represents and acknowledges that (i) Employee Executive has been advised by the Company to consult Employee’s Executive's own legal counsel in respect of this Agreement, and (ii) Employee that Executive has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s Executive's counsel. (b) Employee Executive further acknowledges and agrees that a breach of any of the restrictions in Sections 2 and 3 cannot be adequately compensated by monetary damages. Executive agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 Sections 2 or 3 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 Sections 2 or 3 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions it is the intention of the parties that the provision shall be deemed reformed in such jurisdiction amended to the extent of the maximum time, geographic, service, or other limitations permitted by applicable law, that such amendment shall apply only within the jurisdiction of the court that made such adjudication and that the provision otherwise be enforced to the maximum extent permitted by law. (c) Employee If Executive breaches any of Executive's obligations under Sections 2 or 3 hereof, and such breach constitutes "Cause," as defined in Section 5.3 hereof, or would constitute Cause if it had occurred during the Employment Term, the Company shall thereafter have no Target Benefit obligation pursuant to the Supplemental Plan, but shall remain obligated for the Make-Whole Benefit under the Supplemental Plan, but only to the extent not modified by the terms of this Agreement, and compensation and other benefits provided in any plans, policies or practices then applicable to Executive in accordance with the terms thereof. (d) Executive irrevocably and unconditionally unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 Sections 2 or 3 hereof, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or and other equitable relief, may be brought in a the United States District Court in Pennsylvaniafor the District of Connecticut, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around PhiladelphiaHartford, PennsylvaniaConnecticut, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee Executive may have to the laying of venue of any such suit, action or proceeding in any such court. Employee Executive also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 10 hereof. (e) Executive agrees that for a period of five years following the termination of Executive's employment by the Company Executive will provide, and that at all times after the date hereof the Company may similarly provide, a copy of Sections 2 and 3 hereof to any business or enterprise (i) which Executive may directly or indirectly own, manage, operate, finance, join, control or participate in the ownership, management, operation, financing, or control of, or (ii) with which Executive may be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise, or in connection with which Executive may use or permit Executive's name to be used; provided, however, that this provision shall not apply in respect of Section 3 hereof after expiration of the time periods set forth therein. (f) For the purposes of this Section 4, the term "Company" shall be deemed to include NU and the Affiliates, as defined in Section 6.1(a), of NU and the Company.

Equitable Relief. (a) Employee acknowledges that the restrictions contained in Section 5 hereof are reasonable and necessary to protect the legitimate interests of the Company and its affiliates, that the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of that Section will result in irreparable injury to the Company. Employee represents and acknowledges that (i) Employee has been advised by the Company to consult Employee’s 's own legal counsel in respect of this Agreement, and (ii) Employee has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s 's counsel. (b) Employee agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s 's receipt of such written notice. In the event that any of the provisions of Section 5 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law. (c) Employee irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 hereof, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or other equitable relief, may be brought in a United States District Court in Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia, Pennsylvania, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee may have to the laying of venue of any such suit, action or proceeding in any such court. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 hereof.

Equitable Relief. (a) Employee acknowledges that the restrictions contained in Section Sections 4 and 5 hereof are reasonable and necessary to protect the legitimate interests of the Company and its affiliates, that the Company would not have entered into this Agreement in the absence of such restrictions, Employer and that any violation of any provision of that Section will such restrictions would result in irreparable injury to Employer. If the Companyperiod of time or other restrictions specified in Sections 4 and 5 should be adjudged unreasonable at any proceeding, then the period of time or such other restrictions shall be reduced by the elimination or reduction of such portion thereof so that such restrictions may be enforced in a manner adjudged to be reasonable. Employee represents and acknowledges that (i) Employee has been advised by the Company to consult Employee’s own legal counsel in respect of this Agreement, and (ii) Employee has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s counsel. (b) Employee agrees that the Company Employer shall be entitled to preliminary and permanent injunctive relief, relief for a violation of any such restrictions without the necessity of proving having to prove actual damages, as well as damages or to post a bond; Employer shall also be entitled to an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 hereofsuch violation, which rights shall be cumulative and in addition to any other rights or remedies to which the Company Employer may be entitledentitled in law or equity. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in In the event of a material breach violation, the period referred to in Section 5 hereof shall be extended by a period of time equal to that period beginning with the commencement of any such violation and ending when such violation shall have been finally terminated in good faith. (b) Employee agrees that until the expiration of the covenants contained in Sections 4 and 5 of Section 5this Agreement, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breachhe will provide, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any Employer may similarly provide, a copy of the provisions of Section 5 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed covenants contained in such jurisdiction Sections to the maximum time, geographic, service, any business or other limitations permitted by applicable law. (c) Employee irrevocably and unconditionally enterprise (i) agrees that any suitwhich he may directly or indirectly own, action manage, operate, finance, join, control or other legal proceeding arising out of Section 5 hereofparticipate in the ownership, including without limitationmanagement, any action commenced by the Company for preliminary and permanent injunctive relief operation, financing, control or other equitable relief, may be brought in a United States District Court in Pennsylvaniacontrol of, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia, Pennsylvania, (ii) consents with which he may be connected with as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise, or in connection with which he may use or permit his name to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee may have to the laying of venue of any such suit, action or proceeding in any such court. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 hereofbe used.

Equitable Relief. (a) Employee Executive acknowledges and agrees that the restrictions contained in Section 5 hereof are reasonable and necessary to protect and preserve the legitimate interests interests, properties, goodwill and business of the Company and its affiliatesSunGard Group, that the Company would not have entered into this Agreement in the absence of such restrictions, restrictions and that irreparable injury will be suffered by the SunGard Group should Executive breach any violation of any provision the provisions of that Section will result in irreparable injury to the CompanySection. Employee Executive represents and acknowledges that (i) Employee Executive has been advised by the Company to consult EmployeeExecutive’s own legal counsel in respect of this Agreement, and (ii) Employee Executive has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with EmployeeExecutive’s counsel. (b) Employee Executive further acknowledges and agrees that a breach of any of the restrictions in Section 5 cannot be adequately compensated by monetary damages. Executive agrees that the Company SunGard Group shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company SunGard Group may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions it is the intention of the parties that the provision shall be deemed reformed in such jurisdiction amended to the extent of the maximum time, geographic, service, or other limitations permitted by applicable law, that such amendment shall apply only within the jurisdiction of the court that made such adjudication and that the provision otherwise be enforced to the maximum extent permitted by law. (c) Employee Notwithstanding anything in this Agreement to the contrary, if Executive breaches any of Executive’s obligations under Section 5, the Company shall thereafter be obligated only for the compensation and other benefits provided in any Company benefit plans and programs then applicable to Executive in accordance with the terms thereof, and all payments under Section 2 of this Agreement shall cease. (d) Executive irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 hereof, including without limitation, any action commenced by in which the Company for relief sought includes preliminary and permanent injunctive relief or other equitable relief, may be brought in a United States District Court in for Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia▇▇▇▇▇▇▇ County, Pennsylvania, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee Executive may have to the laying of venue of any such suit, action or proceeding in any such court. Employee Executive also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 11 hereof.

Equitable Relief. (a) Employee Executive acknowledges and agrees that the restrictions contained in Section 5 hereof Sections 7 and 8 are reasonable and necessary to protect and preserve the legitimate interests interests, properties, goodwill and business of the Company and its affiliatesEmployer, that the Company Employer would not have entered into this Agreement in the absence of such restrictions, restrictions and that any violation of any provision of that Section will result in irreparable injury to will be suffered by the CompanyEmployer should Executive breach any of the provisions of those Sections. Employee Executive represents and acknowledges that (i) Employee Executive has been advised by the Company Employer to consult EmployeeExecutive’s own legal counsel in respect of this Agreement, and (ii) Employee Executive has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with EmployeeExecutive’s counsel. (b) Employee Executive further acknowledges and agrees that a breach of any of the restrictions in Sections 7 and 8 cannot be adequately compensated by monetary damages. Executive agrees that the Company Employer shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 Sections 7 or 8 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company Employer may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 Sections 7 or 8 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions it is the intention of the parties that the provision shall be deemed reformed in such jurisdiction amended to the extent of the maximum time, geographic, service, or other limitations permitted by applicable law, that such amendment shall apply only within the jurisdiction of the court that made such adjudication and that the provision otherwise be enforced to the maximum extent permitted by law. (c) Employee Notwithstanding anything in this Agreement to the contrary, if Executive breaches any of Executive’s obligations under Sections 7 or 8 hereof, the Company shall thereafter be obligated only for the compensation and other benefits provided in any Company benefit plans, policies or practices then applicable to Executive in accordance with the terms thereof, and all payments under Sections 2 and 3 of this Agreement shall cease. (d) Executive irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 7 or 8 hereof, including without limitation, any action commenced by the Company Employer for preliminary and permanent injunctive relief or and other equitable relief, may be brought in a United States District Court in Pennsylvaniafor Ohio, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around PhiladelphiaColumbus, PennsylvaniaOhio, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee Executive may have to the laying of venue of any such suit, action or proceeding in any such court. Employee Executive also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 17 hereof. (e) Executive agrees that for a period of three years following the termination of Executive’s employment for any reason, Executive will provide, and at all times after the date hereof the Employer may similarly provide, a copy of Sections 7 and 8 hereof to any business or enterprise (i) which Executive may directly or indirectly own, manage, operate, finance, join, control or in which Executive may participate in the ownership, management, operation, financing, or control, or (ii) with which Executive may be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise, or in connection with which Executive may use or permit to be used Executive’s name; provided, however, that this provision shall not apply in respect of Section 8 after expiration of the time periods set forth therein.

Equitable Relief. (a) 5.1. Employee acknowledges that the restrictions contained in Section 5 hereof Sections 3 and 4 are reasonable and necessary to protect the legitimate interests of the Company and its affiliates, that the Company would not have entered into this Agreement in the absence of such restrictions, restrictions and that any violation of any provision of that Section these Sections will result in irreparable injury to the CompanyCompany and its affiliates. Employee further represents and acknowledges that (i) Employee he has been advised by the Company to consult Employee’s his own legal counsel in respect of this Agreement, and (ii) Employee that he has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s his counsel. (b) 5.2. Employee agrees that the Company's remedy at law for a breach of paragraphs 3 and 4 would be inadequate and that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving providing actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 hereofSections 3 and 4, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 hereof Sections 3 and 4 should ever be adjudicated to exceed the time, geographic, service, geographic or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, geographic or other limitations permitted by applicable law. (c) 5.3. The Company and Employee irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 hereofthis Agreement, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or and other equitable relief, may be brought in a the United States District Court in Pennsylvaniafor the District of Maryland, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia▇▇▇▇▇▇▇ County, PennsylvaniaMaryland, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which the Company or Employee may have to the laying of venue of any such suit, action or proceeding in any such court. The Company and Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 hereof10 of this Agreement. 5.4. Employee agrees that he will provide, and that the Company may similarly provide, a copy of Sections 3 and 4 of this Agreement to any business or enterprise (i) which he may directly or indirectly own, manage, operate, finance, join, control or participate in the ownership, management, operation, financing, or control of, or (ii) with which he may be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise, or in connection with which he may use or permit his name to be used; provided, however, that this provision shall not apply in respect of Section 4 of this Agreement after expiration of the time periods set forth therein.

Equitable Relief. (a) Employee The Executive acknowledges that the restrictions contained in Section 5 Sections 7, 8, and 9 hereof are reasonable and necessary to protect the legitimate interests of the Company and its affiliatesCompany, that the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of that Section those Sections will result in irreparable injury to the Company. Employee The Executive represents that his experience and acknowledges capabilities are such that the restrictions contained in Section 8 hereof will not prevent the Executive from obtaining employment or otherwise earning a living at the same general level of economic benefit as is anticipated by this Agreement. THE EXECUTIVE FURTHER REPRESENTS AND ACKNOWLEDGES THAT (i) Employee has been advised by the Company to consult Employee’s own legal counsel in respect of this AgreementHE HAS BEEN ADVISED BY THE COMPANY TO CONSULT HIS OWN LEGAL COUNSEL IN RESPECT OF THIS AGREEMENT, and (ii) Employee has had full opportunityTHAT HE HAS HAD FULL OPPORTUNITY, prior to execution of this AgreementPRIOR TO EXECUTION OF THIS AGREEMENT, to review thoroughly this Agreement with Employee’s counselTO REVIEW THOROUGHLY THIS AGREEMENT WITH HIS COUNSEL, AND (iii) HE HAS READ AND FULLY UNDERSTANDS THE TERMS AND PROVISIONS OF THIS AGREEMENT. (b) Employee The Executive agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 Sections 7, 8, or 9 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 Sections 7, 8, or 9 hereof should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable law. (c) Employee The Company and the Executive each irrevocably and unconditionally (i) agrees agree that any suit, action or other legal proceeding arising out of Section 5 hereofthis Agreement, including without limitation, any action commenced by the Company for preliminary and or permanent injunctive relief or other equitable relief, may be brought in a the United States District Court in Pennsylvaniafor the District of Eastern Massachusetts, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia, Pennsylvaniathe Commonwealth of Massachusetts, (ii) consents consent to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives waive any objection which Employee such party may have to the laying of venue of any such suit, action or proceeding in any such court. Employee The Company and the Executive each also irrevocably and unconditionally consents consent to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 15 hereof. (d) The Executive agrees that he will provide a copy of Sections 7, 8, and 9 of this Agreement to any for-profit business or enterprise (i) which he may directly or indirectly own, manage, operate, finance, join, participate in the ownership, management, operation, financing, control or control of, or (ii) with which he may be connected with as an officer, director, employee, partner, principal, agent, representative, or consultant, or in connection with which he may use or expressly permit his name to be used; provided, however, that this provision shall not apply in respect of Section 8 of this Agreement after expiration of the time periods set forth therein.

Equitable Relief. (a) Employee Executive acknowledges and agrees that the restrictions contained in Section 5 hereof Sections 2 and 3 are reasonable and necessary to protect and preserve the legitimate interests interests, properties, goodwill and business of the Company and its affiliatesCompany, that the Company would not have entered into this Agreement in the absence of such restrictions, restrictions and that any violation of any provision of that Section will result in irreparable injury to will be suffered by the CompanyCompany should Executive breach any of the provisions of those Sections. Employee Executive represents and acknowledges that (i) Employee Executive has been advised by the Company to consult Employee’s Executive's own legal counsel in respect of this Agreement, and (ii) Employee Executive has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s Executive's counsel, and (iii) the provisions of Sections 2 and 3 are reasonable and these restrictions do not prevent Executive from earning a reasonable livelihood. (b) Employee Executive further acknowledges and agrees that a breach of any of the restrictions in Sections 2 and 3 cannot be adequately compensated by monetary damages. Executive agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits provable damages and other benefits arising from any violation of Section 5 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law.an (c) Employee Executive irrevocably and unconditionally unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 Sections 2 or 3 hereof, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or and other equitable relief, may be brought in a the United States District Court in for the Western District of Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around PhiladelphiaPittsburgh, Pennsylvania, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee Executive may have to the laying of venue of any such suit, action or proceeding in any such court. Employee Executive also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 8 hereof.

Equitable Relief. (a) Employee Executive acknowledges that the restrictions contained in Section 5 Sections 13 and 14 hereof are reasonable and necessary to protect the legitimate interests of the Company and its affiliates, that the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of that Section those Sections will result in irreparable injury to the Company. Employee Executive represents that Executive’s experience and capabilities are such that the restrictions contained in Section 14 hereof will not prevent Executive from obtaining employment or otherwise earning a living at the same general level of economic benefit as is currently the case. Executive further represents and acknowledges that (i) Employee Executive has been advised by the Company to consult EmployeeExecutive’s own legal counsel in respect of this Agreement, and (ii) Employee that Executive has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with EmployeeExecutive’s legal counsel. (b) Employee Executive agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 Sections 13 or 14 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 Sections 13 or 14 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law. (c) Employee Executive irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 13 or 14 hereof, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or other equitable relief, may be brought in a the United States District Court in Pennsylvaniafor the District of Delaware, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia, PennsylvaniaDelaware, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee Executive may have to the laying of venue of any such suit, action or proceeding in any such court. Employee Executive also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 19 hereof.

Equitable Relief. (a) Employee acknowledges that the restrictions contained in Section 5 4 hereof are reasonable and necessary to protect the legitimate interests of the Company and its affiliates, that the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of that Section will result in irreparable injury to the Company. Employee represents and acknowledges that (i) Employee has been advised by the Company to consult Employee’s own legal counsel in respect of this Agreement, and (ii) Employee has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s counsel. (b) Employee agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 4 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 54, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 4 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law. (c) Employee irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 4 hereof, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or other equitable relief, may be brought in a the United States District Court in for the Eastern District of Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia, Pennsylvania, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee may have to the laying of venue of any such suit, action or proceeding in any such court. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 13 hereof.

Equitable Relief. (a) Employee Executive acknowledges and agrees that the restrictions contained in Section 5 hereof Paragraph 10 are reasonable and necessary to protect and preserve the legitimate interests interests, properties, goodwill and business of the Company and its affiliatesCompany, that the Company would not have entered into this Agreement in the absence of such restrictions, restrictions and that irreparable injury will be suffered by the Company should Executive breach any violation of any provision the provisions of that Section will result in irreparable injury to the CompanyParagraph. Employee Executive represents and acknowledges that (i) Employee he has been advised by the Company to consult Employee’s his own legal counsel in respect of this Agreement, and (ii) Employee that he has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s his counsel. (b) Employee Executive further acknowledges and agrees that a breach of any of the restrictions in Paragraph 10 cannot be adequately compensated by monetary damages. Executive agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 hereofParagraph 10, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 hereof this Paragraph should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions it is the intention of the parties that the provision shall be deemed reformed in such jurisdiction amended to the extent of the maximum time, geographic, service, or other limitations permitted by applicable law, that such amendment shall apply only within the jurisdiction of the court that made such adjudication and that the provision otherwise be enforced to the maximum extent permitted by law. (c) Employee Executive irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 hereofParagraph 10, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or and other equitable relief, may be brought in a the United States District Court in Pennsylvaniafor the District of New Jersey, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around PhiladelphiaAtlantic City, PennsylvaniaNew Jersey, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee Executive may have to the laying of venue of any such suit, action or proceeding in any such court. Employee Executive also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 hereofParagraph 21.

Equitable Relief. (a) Employee acknowledges The Parties agree that the restrictions contained irreparable damage would occur in Section 5 hereof are reasonable and necessary to protect the legitimate interests of the Company and its affiliates, that the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of that Section will result in irreparable injury to the Company. Employee represents and acknowledges that (i) Employee has been advised by the Company to consult Employee’s own legal counsel in respect of this Agreement, and (ii) Employee has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s counsel. (b) Employee agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 hereof should ever be adjudicated to exceed the time, geographic, service, this Agreement were not performed in accordance with their specific terms or other limitations permitted by applicable law in any jurisdiction, then such provisions were otherwise breached. It is accordingly agreed that a Party shall be deemed reformed in such jurisdiction entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the maximum time, geographic, service, or other limitations permitted by applicable law. (c) Employee irrevocably terms and unconditionally (i) agrees that any suit, action or other legal proceeding arising out provisions of Section 5 hereof, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or other equitable relief, may be brought in a United States District Court in Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, this Agreement in any court of general jurisdiction the United States or any state having jurisdiction, this being in addition to any other remedy to which it is entitled at law or around Philadelphia, Pennsylvania, in equity. Each Party hereby waives (iia) consents to any requirement that the non-exclusive jurisdiction of other Party post a bond or other security as a condition for obtaining any such court in any such suit, action or proceedingrelief, and (iiib) waives any objection which Employee may have defenses in any action for specific performance, including the defense that a remedy at law would be adequate. For the avoidance of doubt, subject to the laying following sentence, the exercise of venue of any such suitSeller’s right to seek specific performance pursuant to this Section 9.9 shall not reduce, action restrict or proceeding in any such courtotherwise limit Seller’s right to terminate this Agreement pursuant to Section 8.1.5 and be paid the Reverse Termination Fee. Employee also irrevocably and unconditionally consents Notwithstanding anything to the service contrary in this Agreement (including this Section 9.9), it is explicitly agreed that Seller and its Affiliates shall be entitled to specific performance of (or to seek specified performance of) Buyer’s obligations to consummate the transactions contemplated by this Agreement (including to pay the purchase price at the Closing) only in the event that (a) all of the conditions to Buyer’s obligations set forth in in Section 6 were satisfied or waived as of the date the Closing should have been consummated pursuant to the terms of this Agreement (other than those conditions that by their terms are to be satisfied at the Closing), (b) the Debt Financing has been funded or will be funded at the Closing, and (c) Seller has irrevocably confirmed by written notice to Buyer that (A) all conditions set forth in Section 6.3 have been satisfied or that it is willing to waive any processunsatisfied conditions set forth in Section 6.3 and (B) if Buyer performs its obligations hereunder then Seller is prepared to cause the Closing to occur; provided, pleadingshowever, notices that such conditions remain satisfied and such confirmation remains in full force and effect at the Closing. For the avoidance of doubt, in no event shall Seller or any other papers in a manner permitted Person be entitled to enforce or seek to enforce specifically Buyer’s obligation to consummate the transactions contemplated by this Agreement if the notice provisions of Section 14 hereofDebt Financing has not been funded (or will not be funded at the Closing if the transactions completed by this Agreement shall be consummated at the Closing).

Equitable Relief. (a) Employee 7.1 Executive acknowledges and agrees that the restrictions contained in Section 5 hereof 6 are reasonable and necessary to protect and preserve the legitimate interests interests, properties, goodwill and business of the Company and its affiliatesor the SunGard Group, as applicable, that the Company would not have entered into this Agreement in the absence of such restrictions, restrictions and that irreparable injury will be suffered by the Company or the SunGard Group, as applicable, should Executive breach any violation of any provision the provisions of that Section will result in irreparable injury to the CompanySection. Employee Executive represents and acknowledges that (i) Employee Executive has been advised by the Company to consult EmployeeExecutive’s own legal counsel in respect of this Agreement, and (ii) Employee Executive has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with EmployeeExecutive’s counsel. (b) Employee 7.2 Executive further acknowledges and agrees that a breach of any of the restrictions in Section 6 cannot be adequately compensated by monetary damages. Executive agrees that the Company SunGard Group or the Company, as applicable, shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the SunGard Group or the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 hereof 6 should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions it is the intention of the parties that the provision shall be deemed reformed in such jurisdiction amended to the extent of the maximum time, geographic, service, or other limitations permitted by applicable law, that such amendment shall apply only within the jurisdiction of the court that made such adjudication and that the provision otherwise be enforced to the maximum extent permitted by law. 7.3 Notwithstanding anything in this Agreement to the contrary, if Executive materially breaches any of Executive’s obligations under Section 6 and, to the extent the violation is curable as determined in good faith by the Board, Executive does not cure such material breach within 10 business days of the receipt of written notice from the Company of such breach (c) Employee including the alleged details thereof), the Company shall thereafter be obligated only for Accrued Amounts, and all other payments under Section 2 that have not been made will not be made and the Company has the right to recoup amounts already paid under Section 2 in accordance with Section 18 of this Agreement as if they were Recoupment Amounts. 7.4 The parties irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 hereof6, including without limitation, any action commenced by the Company SunGard Group or the Company, as applicable, for preliminary and permanent injunctive relief or and other equitable relief, may be brought in a United States District Court in Pennsylvaniafor the Southern District of New York, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around PhiladelphiaNew York City, PennsylvaniaNew York, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee the party may have to the laying of venue of any such suit, action or proceeding in any such court. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 hereof.

Equitable Relief. (a) Employee acknowledges that the restrictions contained in Section 5 Sections 10 and 11 hereof are reasonable and necessary to protect the legitimate interests of the Company and its affiliatesBPL Entities, that the Company BPL and BPLSC would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of that Section those Sections will result in irreparable injury to the CompanyBPL and BPLSC. Employee represents that his experience and capabilities are such that the restrictions contained in Section 11 hereof will not prevent Employee from obtaining employment or otherwise earning a living at the same general level of economic benefit as is currently the case. Employee further represents and acknowledges that (i) Employee he has been advised by the Company BPL and BPLSC to consult Employee’s his own legal counsel in respect of this Agreement, and (ii) Employee he has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s his counsel. (b) Employee agrees that the Company BPL and BPLSC shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 Sections 10 or 11 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company BPL or BPLSC may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 Sections 10 or 11 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law. (c) Employee irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 10 or 11 hereof, including without limitation, any action commenced by the Company BPLSC for preliminary and permanent injunctive relief or other equitable relief, may be brought in a the United States District Court in Pennsylvaniafor the Southern District of Texas, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia▇▇▇▇▇▇ County, PennsylvaniaTexas, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee may have to the laying of venue of any such suit, action or proceeding in any such court. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 15 hereof.

Equitable Relief. (a) Employee Executive acknowledges and agrees that the restrictions contained in Section 5 hereof Sections 2 and 3 are reasonable and necessary to protect and preserve the legitimate interests interests, properties, goodwill and business of the Company and its affiliatesCompany, that the Company would not have entered into this Agreement in the absence of such restrictions, restrictions and that any violation of any provision of that Section will result in irreparable injury to will be suffered by the CompanyCompany should Executive breach any of the provisions of those Sections. Employee Executive represents and acknowledges that (i) Employee Executive has been advised by the Company to consult EmployeeExecutive’s own legal counsel in respect of this Agreement, and (ii) Employee that Executive has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with EmployeeExecutive’s counsel. (b) Employee Executive further acknowledges and agrees that a breach of any of the restrictions in Sections 2 and 3 cannot be adequately compensated by monetary damages. Executive agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 Sections 2 or 3 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 Sections 2 or 3 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions it is the intention of the parties that the provision shall be deemed reformed in such jurisdiction amended to the extent of the maximum time, geographic, service, or other limitations permitted by applicable law, that such amendment shall apply only within the jurisdiction of the court that made such adjudication and that the provision otherwise be enforced to the maximum extent permitted by law. (c) Employee If Executive breaches any of Executive’s obligations under Sections 2 or 3 hereof, and such breach constitutes “Cause,” as defined in Section 5.3 hereof, or would constitute Cause if it had occurred during the Employment Term, the Company shall thereafter have no Target Benefit obligation pursuant to the Supplemental Plan and no Special Retirement Benefit obligation under this Agreement, but shall remain obligated for the Make-Whole Benefit under the Supplemental Plan, but only to the extent not modified by the terms of this Agreement, and compensation and other benefits provided in any plans, policies or practices then applicable to Executive in accordance with the terms thereof. (d) Executive irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 Sections 2 or 3 hereof, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or and other equitable relief, may be brought in a the United States District Court in Pennsylvaniafor the District of Connecticut, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around PhiladelphiaHartford, PennsylvaniaConnecticut, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee Executive may have to the laying of venue of any such suit, action or proceeding in any such court. Employee Executive also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 10 hereof. (e) Executive agrees that for a period of five years following the termination of Executive’s employment by the Company Executive will provide, and that at all times after the date hereof the Company may similarly provide, a copy of Sections 2 and 3 hereof to any business or enterprise (i) which Executive may directly or indirectly own, manage, operate, finance, join, control or participate in the ownership, management, operation, financing, or control of, or (ii) with which Executive may be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise, or in connection with which Executive may use or permit Executive’s name to be used; provided, however, that this provision shall not apply in respect of Section 3 hereof after expiration of the time periods set forth therein. (f) For the purposes of this Section 4, the term “Company” shall be deemed to include NU and the Affiliates, as defined in Section 6.1(a), of NU and the Company.

Equitable Relief. (a) 6.1. Employee acknowledges that the restrictions contained in Section Sections 3, 4 and 5 hereof are reasonable and necessary to protect the legitimate interests of the Company Bank and its affiliates, that the Company Bank would not have entered into this Agreement in the absence of such restrictions, restrictions and that any violation of any provision of that Section these Sections will result in irreparable injury to the CompanyBank and its affiliates. Employee further represents and acknowledges that (i) Employee he has been advised by the Company Bank to consult Employee’s his own legal counsel in respect of this Agreement, and (ii) Employee that he has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s his counsel. (b) 6.2. Employee agrees that the Company Bank's remedy at law for a breach of paragraphs 3, 4, and 5 would be inadequate and that the Bank shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving providing actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 hereofSections 3, 4, or 5, which rights shall be cumulative and in addition to any other rights or remedies to which the Company Bank may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section Sections 3, 4, or 5 hereof should ever be adjudicated to exceed the time, geographic, service, geographic or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, geographic or other limitations permitted by applicable law. (c) 6.3. The Bank and Employee irrevocably and unconditionally unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 hereofthis Agreement, including without limitation, any action commenced by the Company Bank for preliminary and permanent injunctive relief or and other equitable relief, may be brought in a the United States District Court in Pennsylvaniafor the District of Maryland, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia▇▇▇▇▇▇▇ County, PennsylvaniaMaryland, (ii) consents to the non-non- exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which the Bank or Employee may have to the laying of venue of any such suit, action or proceeding in any such court. The Bank and Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 hereof12 of this Agreement. 6.4. Employee agrees that he will provide, and that the Bank may similarly provide, a copy of Sections 3, 4, and 5 of this Agreement to any business or enterprise (i) which he may directly or indirectly own, manage, operate, finance, join, control or participate in the ownership, management, operation, financing, or control of, or (ii) with which he may be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise, or in connection with which he may use or permit his name to be used; provided, however, that this provision shall not apply in respect of Section 5 of this Agreement after expiration of the time periods set forth therein.

Equitable Relief. (a) Employee acknowledges that the restrictions contained in Section 5 Sections 17, 18, and 19 hereof are reasonable and necessary to protect the legitimate interests of the Company and its affiliates, that the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of that Section those Sections will result in irreparable injury to the Company. Employee represents that Employee’s experience and capabilities are such that the restrictions contained in Section 17, 18, and 19 hereof will not prevent Employee from obtaining employment or otherwise earning a living at the same general level of economic benefit as is currently the case. Employee further represents and acknowledges that (i) Employee has been advised by the Company to consult Employee’s own legal counsel in respect of this Agreement, and (ii) that Employee has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s counsel. (b) Employee agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 Sections 17, 18, and 19 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment The period of the compensation and benefits payable under Section 3 of this Agreement may injunction shall be automatically ceased in measured from the event date of a material breach of court order granting the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written noticeinjunctive relief. In the event that any of the provisions of Section 5 Sections 17, 18, and 19 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law. (c) Employee irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 17, 18, and 19 hereof, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or other equitable relief, may be brought in a the United States District Court in Pennsylvaniafor the District of New Jersey, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia, PennsylvaniaNew Jersey, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee may have to the laying of venue of any such suit, action or proceeding in any such court. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 24 hereof.

Equitable Relief. (a) Employee Executive acknowledges and agrees that the restrictions contained in Section 5 hereof are reasonable and necessary to protect and preserve the legitimate interests interests, properties, goodwill and business of the Company and its affiliatesor SunGard, that the Company would not have entered into this Agreement in the absence of such restrictions, restrictions and that irreparable injury will be suffered by the Company or SunGard should Executive breach any violation of any provision the provisions of that Section will result in irreparable injury to the CompanySection. Employee Executive represents and acknowledges that (i) Employee Executive has been advised by the Company to consult EmployeeExecutive’s own legal counsel in respect of this Agreement, and (ii) Employee Executive has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with EmployeeExecutive’s counsel. (b) Employee Executive further acknowledges and agrees that a breach of any of the restrictions in Section 5 cannot be adequately compensated by monetary damages. Executive agrees that the Company or SunGard shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company or SunGard may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions it is the intention of the parties that the provision shall be deemed reformed in such jurisdiction amended to the extent of the maximum time, geographic, service, or other limitations permitted by applicable law, that such amendment shall apply only within the jurisdiction of the court that made such adjudication and that the provision otherwise be enforced to the maximum extent permitted by law. (c) Employee Notwithstanding anything in this Agreement to the contrary, if Executive breaches any of Executive’s obligations under Section 5, the Company shall thereafter be obligated only for the compensation and other benefits provided in any Company benefit plans, policies or practices then applicable to Executive in accordance with the terms thereof, and all payments under Section 2 of this Agreement shall cease. (d) Executive irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 hereof5, including without limitation, any action commenced by the Company SunGard for preliminary and permanent injunctive relief or and other equitable relief, may be brought in a United States District Court in for Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia▇▇▇▇▇▇▇ County, Pennsylvania, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee Executive may have to the laying of venue of any such suit, action or proceeding in any such court. Employee Executive also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 11 hereof.

Equitable Relief. (a) Employee acknowledges that the restrictions contained in Section 5 Sections 12 and 13 hereof are reasonable and necessary to protect the legitimate interests of the Company and its affiliates, that the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of that Section those Sections will result in irreparable injury to the Company. The Employee represents that his experience and capabilities are such that the restrictions contained in Section 13 hereof will not prevent the Employee from obtaining employment or otherwise earning a living at the same general level of economic benefit as anticipated by this Agreement. The Employee further represents and acknowledges that (i) Employee he has been advised by the Company to consult Employee’s his own legal counsel in respect of this Agreement, and (ii) Employee that he has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s his counsel. (b) The Employee agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, damages or posting a bond as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 Sections 11 or 12 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 Sections 11 or 12 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law. (c) The Employee irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 11 or 12 hereof, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or other equitable relief, may be brought in a the United States District Court in Pennsylvaniafor the District of Florida, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around PhiladelphiaTampa, PennsylvaniaFlorida, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee may have to the laying of venue of any such suit, action or proceeding in any such court. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 17 hereof. In the event of a lawsuit by either party to enforce the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable costs, expenses and attorney's fees from the other party. (d) Employee agrees that he will provide, and that the Company may similarly provide, a copy of Sections 11 and 12 hereof to any business or enterprise (i) which he may directly or indirectly own, manage, operate, finance, join, control or participate in the ownership, management, operation, financing, control or control of, or (ii) with which he may be connected with as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise, or in connection with which he may use or permit his name to be used; provided, however, that this provision shall not apply in respect of Section 3 hereof after expiration of the time period set forth therein.

Equitable Relief. (a) 6.1 Employee acknowledges that the restrictions contained in Section Sections 3, 4 and 5 hereof are reasonable and necessary to protect the legitimate interests of the Company Bank and its affiliates, that the Company Bank would not have entered into this Agreement in the absence of such restrictions, restrictions and that any violation of any provision of that Section these Sections will result in irreparable injury to the CompanyBank and its affiliates. Employee further represents and acknowledges that (i) Employee he has been advised by the Company Bank to consult Employee’s his own legal counsel in respect of this Agreement, and (ii) Employee that he has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s his counsel. (b) 6.2 Employee agrees that the Company Bank's remedy at law for a breach of paragraphs 3, 4, and 5 would be inadequate and that the Bank shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving providing actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 hereofSections 3, 4, or 5, which rights shall be cumulative and in addition to any other rights or remedies to which the Company Bank may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section Sections 3, 4, or 5 hereof should ever be adjudicated to exceed the time, geographic, service, geographic or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, geographic or other limitations permitted by applicable law. (c) 6.3 Employee irrevocably and unconditionally unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 hereofthis Agreement, including without limitation, any action commenced by the Company Bank for preliminary and permanent injunctive relief or and other equitable relief, may be brought in a the United States District Court in Pennsylvaniafor the District of Maryland, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia▇▇▇▇▇▇▇▇▇▇ County, PennsylvaniaMaryland, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee may have to the laying of venue of any such suit, action or proceeding in any such court. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 hereof11 of this Agreement. 6.4 Employee agrees that he will provide, and that the Bank may similarly provide, a copy of Sections 3, 4, and 5 of this Agreement to any business or enterprise (i) which he may directly or indirectly own, manage, operate, finance, join, control or participate in the ownership, management, operation, financing, or control of, or (ii) with which he may be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise, or in connection with which he may use or permit his name to be used; provided, however, that this provision shall not apply in respect of Section 5 of this Agreement after expiration of the time periods set forth therein.

Equitable Relief. (a) Employee Executive acknowledges and agrees that the restrictions contained in Section 5 hereof Sections 2 and 3 are reasonable and necessary to protect and preserve the legitimate interests interests, properties, goodwill and business of the Company and its affiliatesCompany, that the Company would not have entered into this Agreement in the absence of such restrictions, restrictions and that any violation of any provision of that Section will result in irreparable injury to will be suffered by the CompanyCompany should Executive breach any of the provisions of those Sections. Employee Executive represents and acknowledges that (i) Employee Executive has been advised by the Company to consult Employee’s Executive's own legal counsel in respect of this Agreement, and (ii) Employee that Executive has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s Executive's counsel. (b) Employee Executive further acknowledges and agrees that a breach of any of the restrictions in Sections 2 and 3 cannot be adequately compensated by monetary damages. Executive agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 Sections 2 or 3 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 Sections 2 or 3 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions it is the intention of the parties that the provision shall be deemed reformed in such jurisdiction amended to the extent of the maximum time, geographic, service, or other limitations permitted by applicable law, that such amendment shall apply only within the jurisdiction of the court that made such adjudication and that the provision otherwise be enforced to the maximum extent permitted by law. (c) Employee If Executive breaches any of Executive's obligations under Sections 2 or 3 hereof, and such breach constitutes "cause," as defined in Section 5.3 hereof, or would constitute cause if it had occurred during the Employment Term, the Company shall thereafter remain obligated only for any benefits due in accordance with the terms of any applicable plans and programs of the Company. (d) Executive irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 Sections 2 or 3 hereof, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or and other equitable relief, may be brought in a the United States District Court in Pennsylvaniafor the District of Delaware, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around PhiladelphiaWilmington, PennsylvaniaDelaware, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee Executive may have to the laying of venue of any such suit, action or proceeding in any such court. Employee Executive also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 10 hereof. (e) For the purposes of this Section 4, the term "Company" shall be deemed to include the Company and the Affiliates, as defined in Section 6.1(a), of the Company.

Equitable Relief. (a) Employee Executive hereby acknowledges that, by virtue of his or her unique relationship with the Employer and/or its affiliates, the Executive has acquired and had access to, or will acquire and have access to, Confidential Information and will also develop a unique and comprehensive familiarity with the Employer and its Business and Affiliates, which the Executive would not have otherwise had but for his or her employment, and which the Executive acknowledges are valuable assets of the Employer and its affiliates. Executive acknowledges that the restrictions contained in this Section 5 hereof 6 are reasonable and necessary to protect the legitimate business interests of the Company Employer and its affiliates, that the Company Employer would not have entered into this the Agreement in the absence of such restrictions, and that any violation of any provision of that this Section 6 will result in immediate and irreparable injury to Employer and its affiliates for which damages cannot be readily calculated and for which damages are an inadequate remedy. By entering into the CompanyAgreement, the Executive represents that his or her experience and capabilities are such that the restrictions contained in this Section 6 will not unreasonably restrict his or her post-employment opportunities. Employee The Executive further represents and acknowledges that (i) Employee he or she has been advised by the Company Employer to consult Employee’s his or her own legal counsel in respect of this Agreement, and (ii) Employee that he or she has had full opportunity, prior to execution of this agreeing to enter into the Agreement, to review thoroughly this Agreement with Employee’s his or her counsel. (b) Employee Executive agrees that the Company Employer and its affiliates shall be entitled to preliminary and permanent injunctive reliefrelief to prevent any actual or threatened breach or any continuing breach by the Executive of the covenants contained in this Section 6, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of this Section 5 hereof6, which rights shall be cumulative and in addition to any other rights or remedies to which the Company Employer may be entitled. Without limiting The Executive further agrees to reimburse the foregoingEmployer and its affiliates for all costs and expenditures, Employee also agrees that payment including but not limited to reasonable attorneys' fees and court costs, incurred by any of them in connection with the compensation and benefits payable successful enforcement of any of their rights under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice6. In the event that any of the provisions of this Section 5 hereof 6 should ever be adjudicated by a court or arbitrator of competent jurisdiction to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdictionjurisdiction or to otherwise be unreasonable or unenforceable, then such provisions shall be deemed reformed modified or limited in such jurisdiction so that, as modified or limited, such provisions may be enforced to the maximum time, geographic, service, or other limitations permitted by applicable law. (c) Employee The running of the time periods set forth in this Section 6 shall be tolled during the period of any breach by the Executive of this Section 6 and during the period of any dispute involving the breach, applicability, scope, duration or other aspect of any of the provisions of this Section 6 whether or not any party has filed a lawsuit. The provisions of this Section 6 shall remain in full force and effect for the duration of such breach or dispute, until the breach or dispute is fully and finally resolved by either (i) the written agreement of the parties to each such dispute or (ii) a final, non-appealable order from a court of competent jurisdiction, at which point the time-period of such provisions shall again commence running, unless such agreement or order (as applicable) expressly provides otherwise. (d) Executive irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of this Section 5 hereof6, including without limitation, any action commenced by the Employer or the Company for preliminary and permanent injunctive relief or other equitable relief, may be brought in a the United States District Court in Pennsylvaniafor the Eastern District of Michigan, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia, PennsylvaniaMichigan, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee Executive may have to the laying of venue of any such suit, action or proceeding in any such court. Employee Executive also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 hereof7.9.

Equitable Relief. (a) Employee acknowledges that the restrictions contained in Section 5 hereof are reasonable and necessary to protect the legitimate interests of the Company and its affiliates, that the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of that Section will result in irreparable injury to the Company. Employee represents and acknowledges that (i) Employee has been advised by the Company to consult Employee’s own legal counsel in respect of this Agreement, and (ii) Employee has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s counsel. (b) Employee agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing specifying in reasonable detail the activity of Employee that constitutes a circumstances constituting such material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law. (c) Employee irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 hereof, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or other equitable relief, may be brought in a the United States District Court in for the Eastern District of Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia, Pennsylvania, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee may have to the laying of venue of any such suit, action or proceeding in any such court. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 hereof.

Equitable Relief. (a) Employee acknowledges The parties hereto agree that the restrictions contained in Section 5 hereof are reasonable and necessary to protect the legitimate interests if any of the Company and its affiliates, that the Company would not have entered into provisions of this Agreement in were not to be performed by any party to this Agreement as required by their specific terms or were to be otherwise breached, irreparable damage will occur to the absence of such restrictionsnon-breaching party and no adequate remedy at Law would exist and damages would be difficult to determine, and that any violation of any provision of that Section will result in irreparable injury to the Company. Employee represents and acknowledges that (i) Employee has been advised by the Company to consult Employee’s own legal counsel in respect of this Agreement, and (ii) Employee has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s counsel. (b) Employee agrees that the Company each party hereto shall be entitled to preliminary an injunction or injunctions to prevent breaches, and permanent injunctive reliefto specific performance of the terms, of this Agreement (including causing the transactions contemplated hereby to be consummated on the terms and subject to the conditions thereto set forth in this Agreement) without the necessity of posting any bond and without proving actual damagesthat monetary damages would be inadequate, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 hereof, which rights shall be cumulative and in addition to any other rights remedy at Law or remedies equity. No party hereto shall oppose, argue, contend or otherwise be permitted to which raise as a defense that an adequate remedy at Law exists or that specific performance or equitable or injunctive relief is inappropriate or unavailable. The parties hereto further agree that nothing in this Section 11.6 shall require any party to institute any Proceeding for (or limit any party’s right to institute any Proceeding for) specific performance under this Section 11.6 prior or as a condition to exercising any termination right under Article X. If a party to this Agreement brings any Proceeding to enforce specifically the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment performance of the compensation terms and benefits payable under Section 3 provisions hereof by any other party and the Outside Date has not yet passed, the Outside Date shall automatically be extended by (x) the amount of time during which such Proceeding is pending, plus twenty (20) Business Days or (y) such other time period established by the Chosen Court presiding over such Proceeding, and for the avoidance of doubt, if such Proceeding is to cause the Closing to occur, this Agreement may not be automatically ceased terminated during such Proceeding by any party hereto. If a party to this Agreement institutes a Proceeding for injunctive relief or specific performance and a court of competent jurisdiction does not award injunctive relief or specific performance to such party in the event of a material breach of the covenants of judgment in accordance with this Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction11.6, then such provisions shall be deemed reformed party may institute a Proceeding for monetary damages. Notwithstanding anything in such jurisdiction this Agreement to the maximum timecontrary, geographic, service, or other limitations permitted by applicable law. (c) Employee irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 hereof, including without limitation, any action commenced by the Company for preliminary and permanent if a party hereto is awarded injunctive relief or other specific performance as a result of which the Closing actually occurs, such equitable relief, may relief shall be brought in a United States District Court in Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, party’s sole and exclusive remedy under this Agreement solely with respect to another party’s failure to consummate the Closing. The prevailing party in any court Proceeding arising under this Section 11.6 shall be entitled to reimbursement of general jurisdiction in or around Philadelphiafees, Pennsylvania, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, costs and (iii) waives any objection which Employee may have to the laying of venue of any such suit, action or proceeding in any such court. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 hereofexpenses.

Equitable Relief. (a) The Employee acknowledges that the restrictions contained in Section Sections 3, 4, 5 and 6 hereof are are, in view of the nature of the business of K-Tron and the other members of the K-Tron Group, reasonable and necessary to protect the legitimate interests of the Company and its affiliatesK-Tron Group, that the Company K-Tron would not have entered into this Agreement in the absence of such restrictions, that the business of the K-Tron Group is international in scope and that any violation of any provision of that Section will those Sections could result in irreparable injury to K-Tron and the Company. Employee represents and acknowledges that (i) Employee has been advised by other members of the Company to consult Employee’s own legal counsel in respect of this Agreement, and (ii) Employee has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s counselK-Tron Group. (b) The Employee agrees that in the Company event of any violation of the restrictions referred to in Section 7(a) above, K-Tron shall be entitled to preliminary and permanent injunctive relief, without the necessity of posting a bond or proving actual damages, as well as and to an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 hereofsuch violation, which rights shall be cumulative and in addition to any other rights or remedies to which the Company K-Tron may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law. (c) The Employee irrevocably and unconditionally (i) agrees that in the event of any suitviolation of the restrictions referred to in Section 7(a) above, an action or other legal proceeding arising out of Section 5 hereof, including without limitation, any action may be commenced by the Company for preliminary and permanent injunctive relief or and other equitable reliefrelief in any federal or state court of competent jurisdiction sitting in Gloucester or Camden County, New Jersey or in any other court of competent jurisdiction. The Employee hereby waives, to the fullest extent permitted by law, any objection that he may be brought in a United States District Court in Pennsylvania, now or if hereafter have to such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia, Pennsylvania, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee may have to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that such courtsuit, action or proceeding has been brought in an inconvenient forum. The Employee also irrevocably and unconditionally consents to the agrees that effective service of any process, process may be made upon him by mail under the notice provisions contained in Section 14 hereof and that all pleadings, notices or and other papers may be served upon him in a manner permitted by the notice same manner. (d) The non-competition and no solicitation provisions of Section 14 hereofSections 5(a) and 6 above shall be extended by any time period during which the Employee is in violation of any of such provisions. (e) The Employee may provide, and any member of the K-Tron Group may similarly provide, a copy of Sections 3, 4, 5 and 6 of this Agreement to any business or enterprise (i) which the Employee may directly or indirectly own, manage, operate, finance, join, control or participate in the ownership, management, operation, financing or control of, or (ii) with which he may be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise, or in connection with which he may use or permit his name to be used; provided, however, that this provision shall not apply in respect of Sections 5 and 6 of this Agreement after expiration of the time periods set forth therein. (f) The Employee represents and acknowledges that (i) he has been advised by K-Tron to consult his own legal counsel in respect of this Agreement and (ii) he has had full opportunity to do so.

Equitable Relief. (a) 6.1 Employee acknowledges that the restrictions contained in Section Sections 3, 4 and 5 hereof are reasonable and necessary to protect the legitimate interests of the Company and its affiliates, that the Company would not have entered into this Agreement in the absence of such restrictions, restrictions and that any violation of any provision of that Section these Sections will result in irreparable injury to the CompanyCompany and its affiliates. Employee further represents and acknowledges that (i) Employee he has been advised by the Company to consult Employee’s his own legal counsel in respect of this Agreement, and (ii) Employee that he has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s his counsel. (b) 6.2 Employee agrees that the Company's remedy at law for a breach of paragraphs 3, 4, and 5 would be inadequate and that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving providing actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 hereofSections 3, 4, or 5, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section Sections 3, 4, or 5 hereof should ever be adjudicated to exceed the time, geographic, service, geographic or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, geographic or other limitations permitted by applicable law. (c) 6.3 Employee irrevocably and unconditionally unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 hereofthis Agreement, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or and other equitable relief, may be brought in a the United States District Court in Pennsylvaniafor the District of Maryland, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia▇▇▇▇▇▇▇▇▇▇ County, PennsylvaniaMaryland, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee may have to the laying of venue of any such suit, action or proceeding in any such court. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 hereof11 of this Agreement. 6.4 Employee agrees that he will provide, and that the Company may similarly provide, a copy of Sections 3, 4, and 5 of this Agreement to any business or enterprise (i) which he may directly or indirectly own, manage, operate, finance, join, control or participate in the ownership, management, operation, financing, or control of, or (ii) with which he may be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise, or in connection with which he may use or permit his name to be used; provided, however, that this provision shall not apply in respect of Section 5 of this Agreement after expiration of the time periods set forth therein.

Equitable Relief. (a) Employee acknowledges that the restrictions contained in Section 5 Sections 2 and 3 hereof are reasonable and necessary to protect the legitimate interests of the Company and its affiliates, that the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of that Section those Sections will result in irreparable injury to the Company. Employee represents that his experience and capabilities are such that the restrictions contained in Section 3 hereof will not prevent Employee from obtaining employment or otherwise earning a living at the same general level of economic benefit as anticipated by this Agreement. Employee further represents and acknowledges that (i) Employee he has been advised by the Company to consult Employee’s his own legal counsel in respect of this Agreement, and (ii) Employee that he has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s his counsel. (b) Employee agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 Sections 2 or 3 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 Sections 2 or 3 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law. (c) Employee irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 2 or 3 hereof, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or other equitable relief, may be brought in a the United States District Court in PennsylvaniaFlorida, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around PhiladelphiaTampa, PennsylvaniaFlorida, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee may have to the laying of venue of any such suit, action or proceeding in any such court. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 10 hereof. (d) Employee agrees that he will provide, and that the Company may similarly provide, a copy of Sections 2 and 3 hereof to any business or enterprise (i) which he may directly or indirectly own, manage, operate, finance, join, control or participate in the ownership, management, operation, financing, control or control of, or (ii) with which he may be connected with as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise, or in connection with which he may use or permit his name to be used; provided, however, that this provision shall not apply in respect of Section 3 hereof after expiration of the time period set forth therein.

Equitable Relief. (a) Employee acknowledges that the restrictions contained in Section 5 hereof Paragraphs 9, 10, and 11 of this Agreement, individually and collectively, are reasonable and necessary to protect the legitimate interests of the Company and its affiliatesCompany, that the Company would not have entered into this Agreement in the absence of such restrictions, and that any material violation of any provision of that Section those Paragraphs will result in irreparable injury to the Company. The Employee further represents and acknowledges that (i) Employee he has been advised by the Company to consult Employee’s his own legal counsel in respect of to this Agreement, ; and (ii) Employee has had full opportunitythat he has, prior to execution of this Agreement, to review reviewed thoroughly this Agreement with Employee’s his counsel. (b) The Employee agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as to an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 hereofParagraphs 9, 10, and 11 above, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 hereof Paragraphs 9, 10, and 11 above should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable law. (c) Employee Subject to Paragraph 13 (d) of this ▇▇▇▇▇▇▇▇▇, ▇▇▇ parties irrevocably and unconditionally (i) agrees agree that any suit, action or other legal proceeding arising out of Section 5 hereofthis Agreement, including including, without limitation, any action commenced by the Company for preliminary and and/or permanent injunctive relief or and/or other equitable relief, may be brought in a United States District Court in Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general competent jurisdiction in or around Philadelphia, Pennsylvania, ; (ii) consents consent to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, ; and (iii) waives waive any objection which Employee such party may have to the laying of venue of any such suit, action or proceeding in any such court. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 hereof.

Equitable Relief. (a) Employee acknowledges The parties agree that the restrictions contained in Section 5 hereof are reasonable and necessary to protect the legitimate interests any breach of the Company and its affiliates, that the Company would not have entered into provisions of this Agreement in by Owner will cause not only financial harm, but also substantial and irreparable harm to FMC, such that money damages will not provide an adequate remedy for such harm. In the absence of such restrictions, and that any violation event of any provision of that Section will result in irreparable injury to the Company. Employee represents and acknowledges that (i) Employee has been advised by the Company to consult Employee’s own legal counsel in respect of this Agreementsuch breach, and (ii) Employee has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s counsel. (b) Employee agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 hereof, which rights shall be cumulative and in addition to any other rights and remedies it may have, FMC shall be entitled to (i) an injunction or remedies to which injunctions (without the Company may be entitled. Without limiting the foregoingnecessity of posting any bond or surety) immediately restraining Owner from disclosing, Employee also agrees that payment transferring or using, in whole or in part, any Borrower Information or Deidentified Data for any purpose whatsoever pending final disposition of the compensation and benefits payable under Section 3 claim of this Agreement may be automatically ceased in breach (“Breach”), (ii) specific performance (without the event necessity of a material breach posting any bond or surety) of the covenants of Owner set forth in Section 5, provided 2.5 of this Agreement pending final disposition of the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breachBreach, and Employee fails (iii) upon obtaining a final non-appealable judgment in favor of FMC as to cease such activity within 15 days after Employee’s receipt Breach (a “Judgment”), specific performance of all of the covenants, agreements and obligations of Owner set forth in Section 5.9(b) below. The parties agree that the provisions of this Agreement are necessary for the protection of the business and goodwill of FMC and are considered by Owner to be reasonable for such written notice. purpose. (b) In the event that a Judgment has been obtained , in addition to any other rights and remedies FMC may have, Owner (i) agrees that neither Owner nor any of its Affiliates shall disclose, transfer or use, in whole or in part, any Borrower Information or Deidentified Data for any purpose whatsoever without the prior written consent of FMC, (ii) agrees that neither Owner nor any of its Affiliates shall cause the removal of First Marblehead Data Services, Inc. as administrator of the NCSLT Trusts, without the prior written consent of FMC, except to the extent required by the indenture trustee under any of the provisions indentures or any of Section 5 hereof should ever be adjudicated the administration agreements to exceed which any of the timeNCSLT Trusts is a party, geographic(iii) agrees that (A) immediately prior to such Breach, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions Owner and each of its Affiliates shall be deemed reformed to have assigned, conveyed, transferred and granted to FMC all of their right, title and interest in and to the Borrower Information and Deidentified Data, including, without limitation, all such jurisdiction Borrower Information and Deidentified Data that comes into existence after the date of Breach, and agree that thereafter all rights to Borrower Information and Deidentified Data shall revert to and be vested in FMC, (B) FMC, and not Owner or any of its Affiliates, shall be immediately treated as the sole owner of Borrower Information and Deidentified Data to the maximum timeextent permitted under all Applicable Law, geographicincluding but not limited to the ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Act and other data privacy and security statutes, servicefollowing the date of such Breach, (C) for the sole purpose of consummating the transfer described in clause (A) of this subsection (iii), FMC is granted a power of attorney to act on behalf of Owner and each of its Affiliates to assign, transfer, convey and grant such rights to FMC, which power is coupled with an interest, the value of which is hereby acknowledged by all of the parties and (D) each of Owner and its Affiliates shall promptly send to Advisor in electronically readable format all copies of all Borrower Information and Deidentified Data and shall, at the request of Advisor, destroy (and certify the destruction of) such Borrower Information and Deidentified Data (other than Deidentified Data in the form of servicer reports or other limitations permitted information provided to the holders of securities of the NCSLT Trusts, which Owner shall be entitled to retain and use as it sees fit) by applicable law(Y) burning, pulverizing or shredding of papers containing Borrower Information or Deidentified Data so that the Borrower Information and Deidentified Data cannot practicably be read or reconstructed, and (Z) ensuring the destruction or erasure of electronic media containing Borrower Information or Deidentified Data so that the Borrower Information and Deidentified Data cannot practicably be read or reconstructed, (iv) if the transfer pursuant to subsection (iii) above is not enforceable, agrees to immediately grant to FMC, and hereby grants to FMC, an unlimited, perpetual, exclusive, transferable and irrevocable royalty-free license to any and all Borrower Information and Deidentified Data, including all such Borrower Information and Deidentified Data that comes into existence after the date of Breach and (v) shall immediately provide irrevocable instruction to each servicer of the Student Loans to send to FMC (and not to Owner or any of its Affiliates) all monthly reports relating to the Student Loans provided by such servicers. The parties agree that the provisions of this Section 5.9(b) are necessary for the protection of the business and goodwill of FMC and are considered by Owner to be reasonable for such purpose. (c) Employee irrevocably and unconditionally (i) agrees that This Section 5.9 shall survive any suit, action termination or other legal proceeding arising out assignment of Section 5 hereof, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or other equitable relief, may be brought in a United States District Court in Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia, Pennsylvania, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee may have to the laying of venue of any such suit, action or proceeding in any such court. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 hereofthis Agreement.

Equitable Relief. (a) Employee acknowledges that the restrictions contained in Section 5 Sections 10 and 11 hereof are reasonable and necessary to protect the legitimate interests of the Company and its affiliatesPartnerships, that the Company BPL, BGH and BPLSC would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of that Section those Sections will result in irreparable injury to the CompanyBPL, BGH and BPLSC. Employee represents that his experience and capabilities are such that the restrictions contained in Section 11 hereof will not prevent Employee from obtaining employment or otherwise earning a living at the same general level of economic benefit as is currently the case. Employee further represents and acknowledges that (i) Employee he has been advised by the Company BPL, BGH and BPLSC to consult Employee’s his own legal counsel in respect of this Agreement, and (ii) Employee he has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s his counsel. (b) Employee agrees that the Company BPL, BGH and BPLSC shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 Sections 10 or 11 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company BGH or BPLSC may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 Sections 10 or 11 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law. (c) Employee irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 10 or 11 hereof, including without limitation, any action commenced by the Company BGH or BPLSC for preliminary and permanent injunctive relief or other equitable relief, may be brought in a the United States District Court in for the Eastern District of Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around PhiladelphiaLehigh County, Pennsylvania, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee may have to the laying of venue of any such suit, action or proceeding in any such court. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 15 hereof.

Equitable Relief. (a) Employee Executive acknowledges and agrees that the restrictions contained in Section 5 hereof Sections 6 and 7 are reasonable and necessary to protect and preserve the legitimate interests interests, properties, goodwill and business of the Company and its affiliatesCompany, that the Company would not have entered into this Agreement in the absence of such restrictions, restrictions and that any violation of any provision of that Section will result in irreparable injury to will be suffered by the CompanyCompany should Executive breach any of the provisions of those Sections. Employee Executive represents and acknowledges that (i) Employee Executive has been advised by the Company to consult Employee’s Executive's own legal counsel in respect of this Agreement, and (ii) Employee Executive has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s Executive's counsel. (b) Employee Executive further acknowledges and agrees that a breach of any of the restrictions in Sections 6 and 7 cannot be adequately compensated by monetary damages. Executive agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 Sections 6 or 7 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 Sections 6 or 7 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions it is the intention of the parties that the provision shall be deemed reformed in such jurisdiction amended to the extent of the maximum time, geographic, service, or other limitations permitted by applicable law, that such amendment shall apply only within the jurisdiction of the court that made such adjudication and that the provision otherwise be enforced to the maximum extent permitted by law. (c) Employee Executive irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 6 or 7 hereof, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or and other equitable relief, may be brought in a United States District Court in Philadelphia or Mont▇▇▇▇▇▇ ▇▇▇nty, Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court court (d) For the purposes of general jurisdiction in or around Philadelphiathis Section 8 the term "Company" shall be deemed to include the Company, Pennsylvania, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, its subsidiaries and (iii) waives any objection which Employee may have to the laying of venue of any such suit, action or proceeding in any such court. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 hereoftheir successors.

Equitable Relief. (a) Employee The Executive acknowledges that the restrictions contained in Section 5 Sections 7, 8 and 9 hereof are reasonable and necessary to protect the legitimate interests of the Company and its affiliatesCompany, that the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of that Section those Sections will result in irreparable injury to the Company. Employee The Executive represents that her experience and acknowledges capabilities are such that the restrictions contained in Section 8 hereof will not prevent the Executive from obtaining employment or otherwise earning a living at the same general level of economic benefit as is anticipated by this Agreement. THE EXECUTIVE FURTHER REPRESENTS AND ACKNOWLEDGES THAT (i) Employee has been advised by the Company to consult Employee’s own legal counsel in respect of this AgreementSHE HAS BEEN ADVISED BY THE COMPANY TO CONSULT HER OWN LEGAL COUNSEL IN RESPECT OF THIS AGREEMENT, and (ii) Employee has had full opportunityTHAT SHE HAS HAD FULL OPPORTUNITY, prior to execution of this AgreementPRIOR TO EXECUTION OF THIS AGREEMENT, to review thoroughly this Agreement with Employee’s counselTO REVIEW THOROUGHLY THIS AGREEMENT WITH HER COUNSEL, AND (iii) SHE HAS READ AND FULLY UNDERSTANDS THE TERMS AND PROVISIONS OF THIS AGREEMENT. (b) Employee The Executive agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 Sections 7, 8 or 9 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 Sections 7, 8 or 9 hereof should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable law. (c) Employee The Company and the Executive each irrevocably and unconditionally (i) agrees agree that any suit, action or other legal proceeding arising out of Section 5 hereofthis Agreement, including without limitation, any action commenced by the Company for preliminary and or permanent injunctive relief or other equitable relief, may be brought in a the United States District Court in Pennsylvaniafor the Eastern District of Massachusetts, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia, Pennsylvaniathe Commonwealth of Massachusetts, (ii) consents consent to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives waive any objection which Employee such party may have to the laying of venue of any such suit, action or proceeding in any such court. Employee The Company and the Executive each also irrevocably and unconditionally consents consent to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 15 hereof. (d) The Executive agrees that she will provide a copy of Sections 7, 8 and 9 of this Agreement to any for-profit business or enterprise (i) which she may directly or indirectly own, manage, operate, finance, join, participate in the ownership, management, operation, financing, control or control of, or (ii) with which she may be connected with as an officer, director, employee, partner, principal, agent, representative, or consultant, or in connection with which she may use or expressly permit her name to be used; provided, however, that this provision shall not apply in respect of Section 8 of this Agreement after expiration of the time periods set forth therein.

Equitable Relief. (a) The Employee acknowledges that the restrictions covenants contained in Section 5 hereof herein are reasonable and necessary to protect the legitimate interests of the Company Group and that each and every one of 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 the Employee from obtaining other suitable employment during the period in which the Employee is bound by the restraints. The Employee acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its affiliates, affiliates and that the Employee has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Employee further covenants that the Employee will reimburse the Company would not have entered into and/or the Company Group (including reasonable attorneys’ fees) incurred in connection with any action to enforce any of the provisions of this Agreement Section 6 if any of the Company Group prevails on any material issue involved in the absence of such restrictions, and dispute. The Employee acknowledges that any violation of any provision of that this Section 6 will result in irreparable injury to the Company. Employee represents Company Group and acknowledges that (i) Employee has been advised by the Company to consult Employee’s own legal counsel in respect of this Agreement, and (ii) Employee has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s counsel. (b) Employee agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of this Section 5 hereof6 by the Employee, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the generality of the foregoing, the Noncompetition Period and Nonsolicitation Period shall be extended for an additional period equal to any period during which the Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased is in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written noticeobligations under this Section 6. In the event The Employee represents and acknowledges that any of the provisions of Section 5 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law. (c) Employee irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 hereof, including without limitation, any action commenced the Employee has been advised by the Company for preliminary to consult the Employee’s own legal counsel in respect of this Agreement, and permanent injunctive relief or other equitable relief, may be brought in a United States District Court in Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia, Pennsylvania, (ii) consents the Employee has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee may have to the laying of venue of any such suit, action or proceeding in any such court. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 hereofEmployee’s counsel.

Equitable Relief. (a) Employee acknowledges that the restrictions contained in Section 5 11 hereof are reasonable and necessary to protect the legitimate interests of the Company and its affiliates, that the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of that Section those Sections will result in irreparable injury to the Company. Employee further represents and acknowledges that (i) Employee he has been advised by the Company to consult Employee’s his own legal counsel in respect of this Agreement, and (ii) Employee that he has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s this counsel. (b) Employee agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 11 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 11 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law. (c) Employee irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 11 hereof, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or other equitable relief, may be brought in a the United States District Court in Pennsylvaniafor the District of Massachusetts, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around PhiladelphiaHampden County, PennsylvaniaMassachusetts, (ii) consents to the non-exclusive jurisdiction of any such court in it any such suit, action or proceeding, and (iii) waives any objection which Employee may have to the laying of venue of any such suit, action or proceeding in any such court. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 15, hereof.

Equitable Relief. (a) Employee Executive acknowledges and agrees that the restrictions contained in Section 5 hereof Sections 2 and 3 are reasonable and necessary to protect and preserve the legitimate interests interests, properties, goodwill and business of the Company and its affiliatesCompany, that the Company would not have entered into this Agreement in the absence of such restrictions, restrictions and that any violation of any provision of that Section will result in irreparable injury to will be suffered by the CompanyCompany should Executive breach any of the provisions of those Sections. Employee Executive represents and acknowledges that (i) Employee Executive has been advised by the Company to consult Employee’s Executive's own legal counsel in respect of this Agreement, and (ii) Employee that Executive has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s Executive's counsel. (b) Employee Executive further acknowledges and agrees that a breach of any of the restrictions in Sections 2 and 3 cannot be adequately compensated by monetary damages. Executive agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 Sections 2 or 3 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 Sections 2 or 3 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions it is the intention of the parties that the provision shall be deemed reformed in such jurisdiction amended to the extent of the maximum time, geographic, service, or other limitations permitted by applicable law, that such amendment shall apply only within the jurisdiction of the court that made such adjudication and that the provision otherwise be enforced to the maximum extent permitted by law. (c) Employee If Executive breaches any of Executive's obligations under Sections 2 or 3 hereof, and such breach constitutes "cause," as defined in Section 5.3 hereof, or would constitute cause if it had occurred during the Employment Term, the Company shall thereafter remain obligated only for the compensation and other benefits provided in any plans, policies or practices then applicable to Executive in accordance with the terms thereof. (d) Executive irrevocably and unconditionally unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 Sections 2 or 3 hereof, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or and other equitable relief, may be brought in a the United States District Court in Pennsylvaniafor the District of Connecticut, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around PhiladelphiaHartford, PennsylvaniaConnecticut, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee Executive may have to the laying of venue of any such suit, action or proceeding in any such court. Employee Executive also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 10 hereof. (e) Executive agrees that for a period of five years following the termination of Executive's employment by the Company Executive will provide, and that at all times after the date hereof the Company may similarly provide, a copy of Sections 2 and 3 hereof to any business or enterprise (i) which Executive may directly or indirectly own, manage, operate, finance, join, control or of which he may participate in the ownership, management, operation, financing, or control, or (ii) with which Executive may be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise, or in connection with which Executive may use or permit to be used Executive's name; provided, however, that this provision shall not apply in respect of Section 3 hereof after expiration of the time periods set forth therein. (f) For the purposes of this Section 4, the term "Company" shall be deemed to include NU and the Affiliates, as defined in Section 6.1(a), of NU and the Company.

Equitable Relief. (a) Employee Consultant acknowledges that the restrictions contained in Section Sections 3, 4, 5 and 6 hereof are reasonable and necessary to protect the legitimate interests of the Company and its affiliates, that the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of that Section those Sections will result in irreparable injury to the Company. Employee represents and acknowledges that (i) Employee has been advised by the Company to consult Employee’s own legal counsel in respect of this Agreement321 Play, and (ii) Employee has had full opportunity, prior to execution of this Agreement, to review thoroughly this Inc. Consulting Agreement with Employee’s counsel.5 (b) Employee CONSULTANT FURTHER REPRESENTS AND ACKNOWLEDGES THAT (i) SHE HAS BEEN ADVISED BY THE COMPANY TO CONSULT ITS OWN LEGAL COUNSEL IN RESPECT OF THIS AGREEMENT, (ii) THAT SHE HAS HAD FULL OPPORTUNITY, PRIOR TO EXECUTION OF THIS AGREEMENT, TO REVIEW THROUGHLY THIS AGREEMENT WITH ITS COUNSEL, AND (iii) SHE HAS READ AND FULLY UNDERSTANDS THE TERMS AND PROVISIONS OF THIS AGREEMENT. (c) Consultant agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving providing actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section Sections 3, 4, 5 or 6 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 Sections 5, or 6 hereof should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable law. (cd) Employee Consultant irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 hereofthis Agreement, including without limitation, any action commenced by the Company for preliminary and or permanent injunctive relief or other equitable relief, may must be brought in a the United States District Court in Pennsylvaniafor the Southern District of Florida, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia, Pennsylvania, Palm Beach County (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee Consultant may have to the laying of venue of any such suit, action or proceeding in any such court. Employee Consultant also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 12 hereof.

Equitable Relief. (a) Employee The Executive acknowledges that the restrictions contained in Section Sections 2, 3, 4 and 5 hereof are reasonable and necessary to protect the legitimate interests of the Company CSS and its affiliates, that the Company CSS would not have entered into this Agreement Agreement, in the absence of such restrictions, and that any violation of any provision of that Section those Sections will result in irreparable injury to CSS. The Executive represents that the Company. Employee represents Executive's experience and acknowledges capabilities are such that (i) Employee has been advised the restrictions contained in Sections 3 and 4 hereof will not prevent the Executive from obtaining employment or otherwise earning a living at the same general level of economic benefit as is anticipated by the Company to consult Employee’s own legal counsel in respect of this Agreement. THE EXECUTIVE FURTHER REPRESENTS AND ACKNOWLEDGES THAT (I) THE EXECUTIVE HAS BEEN ADVISED BY CSS TO CONSULT THE EXECUTIVE'S OWN LEGAL COUNSEL IN RESPECT OF THIS AGREEMENT, and (iiII) Employee has had full opportunityTHAT THE EXECUTIVE HAS HAD FULL OPPORTUNITY, prior to execution of this AgreementPRIOR TO EXECUTION OF THIS AGREEMENT, to review thoroughly this Agreement with Employee’s counselTO REVIEW THOROUGHLY THIS AGREEMENT WITH THE EXECUTIVE'S COUNSEL, AND (III) THE EXECUTIVE HAS READ AND FULLY UNDERSTANDS THE TERMS AND PROVISIONS OF THIS AGREEMENT. (b) Employee The Executive agrees that the Company CSS shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and any other benefits remedies provided by law arising from any violation of Section Sections 2, 3, 4 and 5 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company CSS may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section Sections 2, 3, 4 and 5 hereof should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable law. (c) Employee The Executive and CSS irrevocably and unconditionally (i) agrees agree that any suit, action or other legal proceeding arising out of Section Sections 2, 3, 4 and 5 hereofof this Agreement, including without limitation, any action commenced by the Company CSS for preliminary and or permanent injunctive relief or other equitable relief, may be brought in a the United States District Court in for the Eastern District of Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around PhiladelphiaPhiladelphia County, Pennsylvania, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee may have to the laying of venue of any such suit, action or proceeding in any such court. Employee The Executive and CSS also irrevocably and unconditionally consents consent to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 12 hereof. (d) The Executive agrees that CSS may provide a copy of Sections 2, 3, 4 and 5 of this Agreement to any business or enterprise (i) which the Executive may directly or indirectly own, manage, operate, finance, join, participate in the ownership, management, operation, financing, control or control of, or (ii) with which the Executive may be connected with as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise, or in connection with which the Executive may use or permit the Executive's name to be used.

Equitable Relief. (a) Employee a. Consultant acknowledges that the restrictions contained in Section 5 Sections 1 and 2 hereof are reasonable and necessary to protect the legitimate interests of the Company and its affiliates, that the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of that Section those Sections will result in irreparable injury to the Company. Employee represents and acknowledges that b. CONSULTANT FURTHER REPRESENTS AND ACKNOWLEDGES THAT (i) Employee has been advised by the Company to consult Employee’s own legal counsel in respect of this AgreementHE HAS BEEN ADVISED BY THE COMPANY TO CONSULT HIS OWN LEGAL COUNSEL IN RESPECT OF THIS AGREEMENT, and (ii) Employee has had full opportunityTHAT HE HAS HAD FULL OPPORTUNITY, prior to execution of this AgreementPRIOR TO EXECUTION OF THIS AGREEMENT, to review thoroughly this Agreement with Employee’s counselTO REVIEW THROUGHLY THIS AGREEMENT WITH HIS COUNSEL, AND (iii) HE HAS READ AND FULLY UNDERSTANDS THE TERMS AND PROVISIONS OF THIS AGREEMENT. (b) Employee c. Consultant agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving providing actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 2 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 2 hereof should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable law. (c) Employee d. Consultant irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 hereofthis Agreement, including without limitation, any action commenced by the Company for preliminary and or permanent injunctive relief or other equitable relief, may must be brought in a the United States District Court in Pennsylvaniafor the Southern District of Florida, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia, Pennsylvania, Palm Beach County (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee Consultant may have to the laying of venue of any such suit, action or proceeding in any such court. Employee Consultant also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 6 hereof.

Equitable Relief. (a) Employee ▇▇▇▇▇▇ acknowledges and agrees that the restrictions contained in Section 5 hereof Sections 2 and 3 are reasonable and necessary to protect and preserve the legitimate interests interests, properties, goodwill and business of the Company and its affiliatesCompany, that the Company would not have entered into this Agreement in the absence of such restrictions, restrictions and that any violation of any provision of that Section will result in irreparable injury to will be suffered by the CompanyCompany should ▇▇▇▇▇▇ breach any of the provisions of those Sections. Employee ▇▇▇▇▇▇ represents and acknowledges that (i) Employee ▇▇▇▇▇▇ has been advised by the Company to consult Employee’s ▇▇▇▇▇▇'▇ own legal counsel in respect of this Agreement, and (ii) Employee that ▇▇▇▇▇▇ has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s ▇▇▇▇▇▇'▇ counsel. (b) Employee ▇▇▇▇▇▇ further acknowledges and agrees that a breach of any of the restrictions in Sections 2 and 3 cannot be adequately compensated by monetary damages. ▇▇▇▇▇▇ agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as provable damages and an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 Sections 2 or 3 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 Sections 2 or 3 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions it is the intention of the parties that the provision shall be deemed reformed in such jurisdiction amended to the extent of the maximum time, geographic, service, or other limitations permitted by applicable law, that such amendment shall apply only within the jurisdiction of the court that made such adjudication and that the provision otherwise be enforced to the maximum extent permitted by law. (c) Employee ▇▇▇▇▇▇ irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 Sections 2 or 3 hereof, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or and other equitable relief, may be brought in a the United States District Court in for the Western District of Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around PhiladelphiaPittsburgh, Pennsylvania, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee ▇▇▇▇▇▇ may have to the laying of venue of any such suit, action or proceeding in any such court. Employee ▇▇▇▇▇▇ also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 6 hereof.

Equitable Relief. (a) Employee acknowledges that the restrictions contained in Section 5 Sections 12 and 13 hereof are reasonable and necessary to protect the legitimate interests of the Company and its affiliates, that the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of that Section those Sections will result in irreparable injury to the Company. The Employee represents that his experience and capabilities are such that the restrictions contained in Section 13 hereof will not prevent the Employee from obtaining employment or otherwise earning a living at the same general level of economic benefit as anticipated by this Agreement. The Employee further represents and acknowledges that (i) Employee he has been advised by the Company to consult Employee’s his own legal counsel in respect of this Agreement, and (ii) Employee that he has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s his counsel. (b) The Employee agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, damages or posting a bond as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 Sections 11 or 12 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 Sections 11 or 12 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law. (c) The Employee irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 11 or 12 hereof, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or other equitable relief, may be brought in a the United States District Court in Pennsylvaniafor the District of Florida, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around PhiladelphiaTampa, PennsylvaniaFlorida, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee may have to the laying of venue of any such suit, action or proceeding in any such court. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 16 hereof. In the event of a lawsuit by either party to enforce the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable costs, expenses and attorney's fees from the other party. (d) Employee agrees that he will provide, and that the Company may similarly provide, a copy of Sections 11 and 12 hereof to any business or enterprise (i) which he may directly or indirectly own, manage, operate, finance, join, control or participate in the ownership, management, operation, financing, control or control of, or (ii) with which he may be connected with as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise, or in connection with which he may use or permit his name to be used; provided, however, that this provision shall not apply in respect of Section 12 hereof after expiration of the time period set forth therein.

Equitable Relief. (a) Employee Executive acknowledges and agrees that the restrictions contained in Section 5 hereof Paragraph 10 are reasonable and necessary to protect and preserve the legitimate interests interests, properties, goodwill and business of the Company and its affiliatesCompany, that the Company would not have entered into this Agreement in the absence of such restrictions, restrictions and that irreparable injury will be suffered by the Company should Executive breach any violation of any provision the provisions of that Section will result in irreparable injury to the CompanyParagraph. Employee Executive represents and acknowledges that (i) Employee he has been advised by the Company to consult Employee’s his own legal counsel in respect of this Agreement, and (ii) Employee that he has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s his counsel. (b) Employee Executive further acknowledges and agrees that a breach of any of the restrictions in Paragraph 10 cannot be adequately compensated by monetary damages. Executive agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 hereofParagraph 10, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 hereof this Paragraph should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions it is the intention of the parties that the provision shall be deemed reformed in such jurisdiction amended to the extent of the maximum time, geographic, service, or other limitations permitted by applicable law, that such amendment shall apply only within the jurisdiction of the court that made such adjudication and that the provision otherwise be enforced to the maximum extend permitted by law. (c) Employee Executive irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 hereofParagraph 10, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or and other equitable relief, may be brought in a the United States District Court in Pennsylvaniafor the District of New Jersey, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around PhiladelphiaAtlantic City, PennsylvaniaNew Jersey, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee Executive may have to the laying of venue of any such suit, action or proceeding in any such court. Employee Executive also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 hereofParagraph 20.

Equitable Relief. (a) Employee acknowledges that the restrictions contained in Section 5 Sections 12 and 13 hereof are reasonable and necessary to protect the legitimate interests of the Company and its affiliates, that the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of that Section those Sections will result in irreparable injury to the Company. The Employee represents that his experience and capabilities are such that the restrictions contained in Section 13 hereof will not prevent the Employee from obtaining employment or otherwise earning a living at the same general level of economic benefit as anticipated by this Agreement. The Employee further represents and acknowledges that (i) Employee he has been advised by the Company to consult Employee’s his own legal counsel in respect of this Agreement, and (ii) Employee that he has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s his counsel. (b) The Employee agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damagesdamages or posting a bond, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 Sections 12 or 13 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 Sections 12 or 13 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law. (c) The Employee irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 12 or 13 hereof, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or other equitable relief, may be brought in a the United States District Court in PennsylvaniaFlorida, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around PhiladelphiaTampa, PennsylvaniaFlorida, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceedingor (d) Employee agrees that he will provide, and that the Company may similarly provide, a copy of Sections 12 and 13 hereof to any business or enterprise (iiii) waives any objection which Employee he may have directly or indirectly own, manage, operate, finance, join, control or participate in the ownership, management, operation, financing, control or control of, or (ii) with which he may be connected with as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise, or in connection with which he may use or permit his name to the laying of venue of any such suitbe used; provided, action or proceeding however, that this provision shall not apply in any such court. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions respect of Section 14 hereof13 hereof after expiration of the time period set forth therein.

Equitable Relief. (a) Employee acknowledges The Company and the Executive recognize that the restrictions contained in Section 5 hereof are reasonable and necessary services to protect the legitimate interests of the Company and its affiliates, that the Company would not have entered into be rendered under this Agreement in by the absence Executive are special, unique and of such restrictionsextraordinary character, and that in the event of the breach by the Executive of the terms and conditions of this Agreement or if the Executive, without the prior consent of the Board of Directors of the Company, shall leave his employment for any reason and take any action in violation of Section 7 or Section 8, the Company will be entitled to institute and prosecute proceedings in any provision court of that competent jurisdiction referred to in Section 9(b) below, to enjoin the Executive from breaching the provisions of Section 7 or Section 8. In such action, the Company will result not be required to plead or prove irreparable harm or lack of an adequate remedy at law. Nothing contained in irreparable injury this Section 9 shall be construed to prevent the Company. Employee represents and acknowledges that (i) Employee has been advised Company from seeking such other remedy in arbitration in case of any breach of this Agreement by the Executive, as the Company to consult Employee’s own legal counsel in respect of this Agreement, and (ii) Employee has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s counselmay elect. (b) Employee agrees that Any proceeding or action must be commenced in ▇▇▇▇▇▇ County, Florida where the Company shall be entitled to preliminary maintains its principal offices. The Executive and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law. (c) Employee irrevocably and unconditionally (i) agrees that submit to the exclusive jurisdic­tion of such courts and agree to take any suit, and all future action or other legal proceeding arising out necessary to submit to the jurisdiction of Section 5 hereof, including without limitation, any action commenced by such courts. The Executive and the Company for preliminary and permanent injunctive relief or other equitable relief, may be brought in a United States District Court in Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia, Pennsylvania, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives irrevocably waive any objection which Employee that they now have or hereafter ir­revocably waive any objection that they now have or hereafter may have to the laying of venue of any suit, action or proceeding brought in any such court and further irrevocably waive any claim that any such suit, action or proceeding brought in any such courtcourt has been brought in an inconvenient forum. Employee also irrevocably Final judgment against the Executive or the Company in any such suit shall be conclus­ive and unconditionally consents to may be enforced in other jurisdictions by suit on the service judgment, a certified or true copy of which shall be conclusive evidence of the fact and the amount of any processliability of the Executive or the Company therein described, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 hereofappropriate proceedings under any applicable treaty or otherwise.

Equitable Relief. (a) The Employee acknowledges that the restrictions contained in Section Sections 3, 4, 5 and 6 hereof are are, in view of the nature of the business of K-Tron and the other members of the K-Tron Group, reasonable and necessary to protect the legitimate interests of the Company and its affiliatesK-Tron Group, that the Company K-Tron would not have entered into this Agreement in the absence of such restrictions, that the business of the K-Tron Group is international in scope and that any violation of any provision of that Section those Sections will result in irreparable injury to K-Tron and the Company. Employee represents and acknowledges that (i) Employee has been advised by the Company to consult Employee’s own legal counsel in respect of this Agreement, and (ii) Employee has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s counsel.other (b) The Employee agrees that in the Company event of any violation of the restrictions referred to in Section 7(a) above, K-Tron and any other member of the K-Tron Group shall be entitled to preliminary and permanent injunctive relief, without the necessity of posting a bond or proving actual damages, as well as and to an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 hereofsuch violation, which rights shall be cumulative and in addition to any other rights or remedies to which K-Tron or any other member of the Company K-Tron Group may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law. (c) The Employee irrevocably and unconditionally (i) agrees that in the event of any suitviolation of the restrictions referred to in Section 7(a) above, an action or other legal proceeding arising out of Section 5 hereof, including without limitation, any action may be commenced by the Company for preliminary and permanent injunctive relief or and other equitable reliefrelief in any federal or state court of competent jurisdiction sitting in Gloucester or Camden County, New Jersey or in any other court of competent jurisdiction. The Employee hereby waives, to the fullest extent permitted by law, any objection that he may be brought in a United States District Court in Pennsylvania, now or if hereafter have to such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia, Pennsylvania, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee may have to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that such courtsuit, action or proceeding has been brought in an inconvenient forum. The Employee also irrevocably and unconditionally consents to the agrees that effective service of any process, process may be made upon him by mail under the notice provisions contained in Section 10 hereof and that all pleadings, notices or and other papers may be served upon him in the same manner. (d) The Employee agrees that he will provide, and that any member of the K-Tron Group may similarly provide, a manner permitted copy of Sections 3, 4, 5 and 6 of this Agreement to any business or enterprise (i) which he may directly or indirectly own, manage, operate, finance, join, (e) The Employee represents and acknowledges that (i) he has been advised by the notice provisions K-Tron to consult his own legal counsel in respect of Section 14 hereofthis Agreement and (ii) he has had full opportunity to do so.

Equitable Relief. (a) The Employee acknowledges that the restrictions contained in Section Sections 3, 4, 5 and 6 hereof are reasonable and necessary to protect the legitimate interests are, in view of the Company nature of the business of K-Tron and its affiliates, that the Company would not have entered into this Agreement in the absence other members of such restrictions, and that any violation of any provision of that Section will result in irreparable injury to the Company. Employee represents and acknowledges that (i) Employee has been advised by the Company to consult Employee’s own legal counsel in respect of this Agreement, and (ii) Employee has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s counsel.the (b) The Employee agrees that in the Company event of any violation of the restrictions referred to in Section 7(a) above, K-Tron and any other member of the K-Tron Group shall be entitled to preliminary and permanent injunctive relief, without the necessity of posting a bond or proving actual damages, as well as and to an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 hereofsuch violation, which rights shall be cumulative and in addition to any other rights or remedies to which K-Tron or any other member of the Company K-Tron Group may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law. (c) The Employee irrevocably and unconditionally (i) agrees that in the event of any suitviolation of the restrictions referred to in Section 7(a) above, an action or other legal proceeding arising out of Section 5 hereof, including without limitation, any action may be commenced by the Company for preliminary and permanent injunctive relief or and other equitable reliefrelief in any federal or state court of competent jurisdiction sitting in Gloucester or Camden County, New Jersey or in any other court of competent jurisdiction. The Employee hereby waives, to the fullest extent permitted by law, any objection that he may be brought in a United States District Court in Pennsylvania, now or if hereafter have to such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia, Pennsylvania, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee may have to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that such courtsuit, action or proceeding has been brought in an inconvenient forum. The Employee also irrevocably and unconditionally consents to the agrees that effective service of any process, process may be made upon him by mail under the notice provisions contained in Section 10 hereof and that all pleadings, notices or and other papers may be served upon him in the same manner. (d) The Employee agrees that he will provide, and that any member of the K-Tron Group may similarly provide, a manner permitted copy of Sections 3, 4, 5 and 6 of this Agreement to any business or enterprise (i) which he may directly or indirectly own, manage, operate, finance, join, control or participate in the ownership, management, operation, financing or control of, or (ii) with which he may be connected with as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise, or in connection with which he may use or permit his name to be used; provided, however, that this provision shall not apply in respect of Sections 5 and 6 of this Agreement after expiration of the time periods set forth therein. (e) The Employee represents and acknowledges that (i) he has been advised by the notice provisions K-Tron to consult his own legal counsel in respect of Section 14 hereofthis Agreement and (ii) he has had full opportunity to do so.

Equitable Relief. (a) 6.1. Employee acknowledges that the restrictions contained in Section Sections 3, 4 and 5 hereof of this Agreement, individually and collectively, are reasonable and necessary to protect the legitimate interests of the Company and its affiliatesCompany, that the Company would not have entered into this Agreement in the absence of such restrictions, and that any material violation of any provision of that Section those Sections will result in irreparable injury to the Company. The Employee further represents and acknowledges that (i) Employee he has been advised by the Company to consult Employee’s his own legal counsel in respect of to this Agreement, ; and (ii) Employee has had full opportunitythat he has, prior to execution of this Agreement, to review reviewed thoroughly this Agreement with Employee’s his counsel. (b) 6.2. The Employee agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as to an equitable accounting of all earnings, profits and other benefits arising from any violation of Section Sections 3, 4 or 5 hereofabove, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section Sections 3, 4 or 5 hereof above should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable law. (c) Employee 6.3. Subject to Section 13 of this Agreement, the parties irrevocably and unconditionally (i) agrees agree that any suit, action or other legal proceeding arising out of Section 5 hereofthis Agreement, including including, without limitation, any action commenced by the Company for preliminary and and/or permanent injunctive relief or and/or other equitable relief, may be brought in a United States District Court in Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general competent jurisdiction in or around Philadelphia, Pennsylvania, ; (ii) consents consent to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, ; and (iii) waives waive any objection which Employee such party may have to the laying of venue of any such suit, action or proceeding in any such court. Employee The parties also irrevocably and unconditionally consents consent to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 hereof10 of this Agreement.

Equitable Relief. (a) Employee acknowledges that the restrictions contained in Section 5 4 hereof are reasonable and necessary to protect the legitimate interests of the Company and its affiliates, that the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of that Section will result in irreparable injury to the Company. Employee represents and acknowledges that (i) Employee has been advised by the Company to consult Employee’s own legal counsel in respect of this Agreement, and (ii) Employee has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s counsel. (b) Employee agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 4 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 54, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 4 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law. (c) Employee irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 4 hereof, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or other equitable relief, may be brought in a United States District Court in Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia, Pennsylvania, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee may have to the laying of venue of any such suit, action or proceeding in any such court. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 13 hereof.

Equitable Relief. (a) Employee acknowledges that the restrictions contained in Section Sections 3, 4, 5 and 6 hereof are reasonable and necessary to protect the legitimate interests of the Company and its affiliates, that the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of that Section those Sections will result in irreparable injury to the Company. Employee represents and acknowledges that (i) Employee has been advised by the Company to consult Employee’s own legal counsel in respect of this Agreement, and (ii) Employee has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s counsel. (b) EMPLOYEE FURTHER REPRESENTS AND ACKNOWLEDGES THAT (i) HE HAS BEEN ADVISED BY THE COMPANY TO CONSULT HIS OWN LEGAL COUNSEL IN RESPECT OF THIS AGREEMENT, (ii) THAT HE HAS HAD FULL OPPORTUNITY, PRIOR TO EXECUTION OF THIS AGREEMENT, TO REVIEW THROUGHLY THIS AGREEMENT WITH HIS COUNSEL, AND (iii) HE HAS READ AND FULLY UNDERSTANDS THE TERMS AND PROVISIONS OF THIS AGREEMENT. (c) Employee agrees that the Company shall be entitled entitle to preliminary and permanent injunctive relief, without the necessity of proving providing actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section Sections 3, 4, 5 or 6 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 Sections 5, or 6 hereof should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable law. (cd) Employee irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 hereofthis Agreement, including without limitation, any action commenced by the Company for preliminary and or permanent injunctive relief or other equitable relief, may must be brought in a the United States District Court in Pennsylvaniafor the Southern District of Florida, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia, Pennsylvania, Palm Beach County (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee may have to the laying of venue of any such suit, action or proceeding in any such court. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 12 hereof.

Equitable Relief. (a) Employee acknowledges that the restrictions contained in Section 5 Sections 11 and 12 hereof are reasonable and necessary to protect the legitimate interests of the Company and its affiliatesPartnerships, that the Company BGH and BPLSC would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of that Section those Sections will result in irreparable injury to the CompanyBGH and BPLSC. Employee represents that his experience and capabilities are such that the restrictions contained in Section 12 hereof will not prevent Employee from obtaining employment or otherwise earning a living at the same general level of economic benefit as is currently the case. Employee further represents and acknowledges that (i) Employee he has been advised by the Company BGH and BPLSC to consult Employee’s his own legal counsel in respect of this Agreement, and (ii) Employee he has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s his counsel. (b) Employee agrees that the Company BGH and BPLSC shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 Sections 11 or 12 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company BGH or BPLSC may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 Sections 11 or 12 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law. (c) Employee irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 11 or 12 hereof, including without limitation, any action commenced by the Company BGH or BPLSC for preliminary and permanent injunctive relief or other equitable relief, may be brought in a the United States District Court in for the Eastern District of Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia▇▇▇▇▇▇▇▇▇▇ County, Pennsylvania, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee may have to the laying of venue of any such suit, action or proceeding in any such court. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 16 hereof.

Equitable Relief. (a) Employee acknowledges that a. In the restrictions contained event the Consultant is in Section 5 hereof are reasonable and necessary to protect the legitimate interests breach of the Company terms and its affiliatesconditions of Sections 6 or 7 hereof, that the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of that Section will result in irreparable injury to the Company. Employee represents and acknowledges that (i) Employee has been advised by the Company to consult Employee’s own legal counsel in respect of this Agreement, and (ii) Employee has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s counsel. (b) Employee agrees that the Company shall be entitled to preliminary institute and permanent injunctive reliefprosecute proceedings in any court of competent jurisdiction to seek to enjoin the Consultant from breaching Sections 6 or 7 of this Agreement, without provided, however, that the necessity Company shall have no such right to institute and prosecute proceedings due to a violation by the Consultant of proving actual damagesSections 6 or 7 at any time the Company is in default in the payment of any amounts owed the Consultant hereunder. In the event the Company is permitted to bring such legal action, the Company shall not be required to plead or prove irreparable harm or lack of an adequate remedy at law or post a bond or other security. Nothing contained in this Section 20 shall be construed to prevent the Company from seeking such other remedy in arbitration in case of any breach of this Agreement by the Consultant, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitledelect. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of Notwithstanding anything in this Agreement may to the contrary, the Company shall not be automatically ceased 1-800-ATTORNEY, INC. FORM 8-K - JANUARY 18, 2002 permitted to terminate this Agreement nor institute and prosecute proceedings on the grounds that Consultant did not perform his consulting duties hereunder or did not do so in a manner acceptable to the Company, and in the event of any such termination or commencement of such proceedings, all amounts due Consultant hereunder during the Term shall be accelerated and shall be immediately due and payable. b. Any proceeding or action brought pursuant to Section 20.a above must be commenced in Orange County, Florida (unless the parties agree in writing to a material breach of the covenants of Section 5, provided different location). The Consultant and the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law. (c) Employee irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 hereof, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or other equitable relief, may be brought in a United States District Court in Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia, Pennsylvania, (ii) consents submit to the non-exclusive jurisdiction of such courts and agree to take any and all future action necessary to submit to the jurisdiction of such court in any such suit, action or proceeding, courts. The Consultant and (iii) waives the Company irrevocably waive any objection which Employee that they now have or hereafter may have to the laying of venue of any suit, action or proceeding brought in any such court and further irrevocably waive any claim that any such suit, action or proceeding brought in any such courtcourt has been brought in an inconvenient forum. Employee also irrevocably Final judgment against the Consultant or the Company in any such suit shall be conclusive and unconditionally consents to may be enforced in other jurisdictions by suit on the service judgment, a certified or true copy of which shall be conclusive evidence of the fact and the amount of any processliability of the Consultant or the Company therein described, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 hereofappropriate proceedings under any applicable treaty or otherwise.

Equitable Relief. (a) Employee Executive acknowledges and agrees that the restrictions contained in Section 5 hereof paragraphs 2 and 3 are reasonable and necessary to protect the and preserve legitimate interests interests, properties, goodwill and business of the Company and its affiliatesCompany, that the Company would not have entered into this Agreement in the absence of such restrictions, restrictions and that any violation of any provision of that Section will result in irreparable injury to will be suffered by the CompanyCompany should Executive breach any of the provisions of those paragraphs. Employee Executive represents and acknowledges that (i) Employee Executive has been advised by the Company to consult Employee’s Executive's own legal counsel in respect of this Agreement, and (ii) Employee Executive has had full opportunity, prior to the execution of this Agreement, to review thoroughly this Agreement with Employee’s counselExecutive's counsel and participated in the negotiation thereof, and (iii) the provisions of paragraphs 2 and 3 are reasonable and these restrictions do not prevent Executive from earning a reasonable livelihood. (b) Employee Executive further acknowledges and agrees that a breach of any of the restrictions of paragraphs 2 and 3 cannot be adequately compensated by money damages. Executive agrees that the Company shall may be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as provable damages and an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 paragraphs 2 or 3 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 paragraphs 2 or 3 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions it is the intention of the parties that the provision shall be deemed reformed in such jurisdiction amended to the extent of the maximum time, geographic, service, or other limitations permitted by applicable law, that such amendment shall apply only within the jurisdiction of the court that made such adjudication and that the provision otherwise be enforced to the maximum extent permitted by law. (c) Employee Executive irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 paragraphs 2 or 3 hereof, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or and other equitable relief, may be brought in a the United States District Court in Pennsylvaniafor the Northern District of Illinois, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around PhiladelphiaChicago, PennsylvaniaIllinois, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee Executive may have to the laying of venue of any such suit, action or proceeding in any such court. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 hereof.

Equitable Relief. (a) Employee The Executive acknowledges that the restrictions contained in Section 5 Sections 7, 8, and 9 hereof are reasonable and necessary to protect the legitimate interests of the Company and its affiliatesCompany, that the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of that Section those Sections will result in irreparable injury to the Company. Employee The Executive represents that his experience and acknowledges capabilities are such that the restrictions contained in Section 8 hereof will not prevent the Executive from obtaining employment or otherwise earning a living at the same general level of economic benefit as is anticipated by this Agreement. THE EXECUTIVE FURTHER REPRESENTS AND ACKNOWLEDGES THAT (i) Employee has been advised by the Company to consult Employee’s own legal counsel in respect of this AgreementHE HAS BEEN ADVISED BY THE COMPANY TO CONSULT HIS OWN LEGAL COUNSEL IN RESPECT OF THIS AGREEMENT, and (ii) Employee has had full opportunityTHAT HE HAS HAD FULL OPPORTUNITY, prior to execution of this AgreementPRIOR TO EXECUTION OF THIS AGREEMENT, to review thoroughly this Agreement with Employee’s counselTO REVIEW THOROUGHLY THIS AGREEMENT WITH HIS COUNSEL, AND (iii) HE HAS READ AND FULLY UNDERSTANDS THE TERMS AND PROVISIONS OF THIS AGREEMENT. (b) Employee The Executive agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 Sections 7, 8, or 9 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 Sections 7, 8, or 9 hereof should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable law. (c) Employee The Company and the Executive each irrevocably and (d) The Executive agrees that he will provide a copy of Sections 7, 8, and unconditionally 9 of this Agreement to any for-profit business or enterprise (i) agrees that any suitwhich he may directly or indirectly own, action manage, operate, finance, join, participate in the ownership, management, operation, financing, control or other legal proceeding arising out of Section 5 hereof, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or other equitable relief, may be brought in a United States District Court in Pennsylvaniacontrol of, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia, Pennsylvania, (ii) consents with which he may be connected with as an officer, director, employee, partner, principal, agent, representative, or consultant, or in connection with which he may use or expressly permit his name to the non-exclusive jurisdiction of any such court be used; provided, however, that this provision shall not apply in any such suit, action or proceeding, and (iii) waives any objection which Employee may have to the laying of venue of any such suit, action or proceeding in any such court. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions respect of Section 14 hereof8 of this Agreement after expiration of the time periods set forth therein.

Equitable Relief. (a) Employee acknowledges Vendor recognizes that the restrictions covenants contained in Section 5 hereof Sections 4 (Intellectual Property Rights), 8.1(m), 13 (Confidentiality), 14 (Client Data), and the Information Security Requirements set forth in Exhibit M hereto are reasonable and necessary to protect the legitimate interests of the Company and its affiliatesCustomer, that the Company Customer would not have entered into this Agreement in the absence of such restrictionscovenants, and that Vendor’s breach or threatened breach of such covenants shall cause Customer irreparable harm and significant injury, the amount of which shall be extremely difficult to estimate and ascertain, thus, making any violation remedy at law or in damages inadequate. Customer recognizes that the covenants contained in Section 13 (Confidentiality) are reasonable and necessary to protect the legitimate interests of Vendor, that Vendor would not have entered into this Agreement in the absence of such covenants, and that Customer’s breach or threatened breach of such covenants may cause Vendor irreparable harm and significant injury, the amount of which shall be extremely difficult to estimate and ascertain, thus, making any provision of that Section will result in irreparable injury remedy at law or damages inadequate. Notwithstanding anything to the Company. Employee represents and acknowledges that (i) Employee has been advised by the Company to consult Employee’s own legal counsel in respect of this Agreementcontrary herein, and (ii) Employee has had full opportunitywithout limiting Section 21, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s counsel. (b) Employee agrees the Parties agree that the Company other Party shall be entitled to preliminary and permanent injunctive reliefentitled, without the necessity of proving actual damagesposting of any bond or security, as well as an equitable accounting to the issuance of all earnings, profits injunctive relief by any court of competent jurisdiction enjoining any breach or threatened breach of such covenants PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT; [***] DENOTES OMISSIONS and for any other benefits arising from any violation of Section 5 hereof, which rights relief such court deems appropriate. This right shall be cumulative and in addition to any other rights remedy available to Customer hereunder or remedies to which the Company may be entitledotherwise, whether at law or in equity. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law. (c) Employee irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 hereof, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or other equitable relief, may be brought in a United States District Court in Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia, Pennsylvania, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee may have to the laying of venue of any such suit, action or proceeding in any such court. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 hereof.PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT; [***] DENOTES OMISSIONS

Equitable Relief. Recognizing the irreparable damage will result to ---------------- the Company in the event of the breach or threatened breach of any of the foregoing covenants and assurances by the Executive contained in paragraphs (a) Employee acknowledges or (b) hereof, and that the restrictions contained in Section 5 hereof are reasonable and necessary to protect the legitimate interests of Company's remedies at law for any such breach or threatened breach will be inadequate, the Company and its affiliatessuccessors and assigns, that in addition to such other remedies which may be available to them, shall be entitled to an injunction, including a mandatory injunction, to be issued by any court of competent jurisdiction ordering compliance with this Agreement or enjoining and restraining the Executive, and each and every person, firm or Company acting in concert or participation with him, from the continuation of such breach and, in addition thereto, he shall pay to the Company would not have entered into this Agreement in the absence of such restrictionsall ascertainable damages, including costs and that any violation of any provision of that Section will result in irreparable injury to the Company. Employee represents and acknowledges that (i) Employee has been advised reasonable attorneys' fees sustained by the Company by reason of the breach or threatened breach of said covenants and assurances. In the event of a breach of the said covenants and assurances, options covering shares of Common Stock under this Agreement, whether vested or otherwise, shall terminate immediately and shall be of no further force or effect and any rights to consult Employee’s own legal counsel future severance payments, discussed in respect Section 7 of this Agreement, shall be immediately forfeited. The obligations of the Executive and (ii) Employee has had full opportunitythe rights of the Company, prior to execution its successors and assigns under Section 10 of this Agreement shall survive the termination of this Agreement, to review thoroughly this Agreement with Employee’s counsel. (b) Employee agrees that . The covenants and obligations of the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Executive set forth in Section 5 hereof, which rights shall be cumulative and 10 hereof are in addition to and not in lieu of or exclusive of any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment obligations and duties of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased Executive to the Company, whether express or implied in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written noticefact or in law. In the event that any there is a judicial determination that there has been no breach of the provisions of covenants and assurances contained in paragraphs (A) and (b) hereof, any severance payments or options forfeited pursuant to this Section 5 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions 10(c) shall be deemed reformed in such jurisdiction immediately reimbursed or reinstated to the maximum time, geographic, service, or other limitations permitted by applicable lawExecutive. (c) Employee irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 hereof, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or other equitable relief, may be brought in a United States District Court in Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia, Pennsylvania, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee may have to the laying of venue of any such suit, action or proceeding in any such court. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 hereof.

Equitable Relief. (a) Employee Executive acknowledges and agrees that the restrictions contained in Section 5 hereof Sections 2 and 3 are reasonable and necessary to protect and preserve the legitimate interests interests, properties, goodwill and business of the Company and its affiliatesCompany, that the Company would not have entered into this Agreement in the absence of such restrictions, restrictions and that any violation of any provision of that Section will result in irreparable injury to will be suffered by the CompanyCompany should Executive breach any of the provisions of those Sections. Employee Executive represents and acknowledges that (i) Employee Executive has been advised by the Company to consult Employee’s Executive's own legal counsel in respect of this Agreement, and (ii) Employee that Executive has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s Executive's counsel. (b) Employee Executive further acknowledges and agrees that a breach of any of the restrictions in Sections 2 and 3 cannot be adequately compensated by monetary damages. Executive agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 Sections 2 or 3 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 Sections 2 or 3 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions it is the intention of the parties that the provision shall be deemed reformed in such jurisdiction amended to the extent of the maximum time, geographic, service, or other limitations permitted by applicable law, that such amendment shall apply only within the jurisdiction of the court that made such adjudication and that the provision otherwise be enforced to the maximum extent permitted by law. (c) Employee If Executive breaches any of Executive's obligations under Sections 2 or 3 hereof, and such breach constitutes "cause," as defined in Section 5.3 hereof, or would constitute cause if it had occurred during the Employment Term, the Company shall thereafter remain obligated only for the compensation and other benefits provided in any plans, policies or practices then applicable to Executive in accordance with the terms thereof. (d) Executive irrevocably and unconditionally unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 Sections 2 or 3 hereof, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or and other equitable relief, may be brought in a the United States District Court in Pennsylvaniafor the District of Connecticut, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around PhiladelphiaHartford, PennsylvaniaConnecticut, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee Executive may have to the laying of venue of any such suit, action or proceeding in any such court. Employee Executive also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 10 hereof. (e) Executive agrees that for a period of five years following the termination of Executive's employment by the Company Executive will provide, and that at all times after the date hereof the Company may similarly provide, a copy of Sections 2 and 3 hereof to any business or enterprise (i) which Executive may directly or indirectly own, manage, operate, finance, join, control or of which he may participate in the ownership, management, operation, financing, or control, or (ii) with which Executive may be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise, or in connection with which Executive may use or permit to be used Executive's name; provided, however, that this provision shall not apply in respect of Section 3 hereof after expiration of the time periods set forth therein. (f) For the purposes of this Section 4, the term "Company" shall be deemed to include the Affiliates, as defined in Section 6.1(a), of the Company.

Equitable Relief. (a) Employee acknowledges that the restrictions contained in Section Sections 3, 4, 5 and 6 hereof are reasonable and necessary to protect the legitimate interests of the Company and its affiliates, that the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of that Section those Sections will result in irreparable injury to the Company. Employee represents and acknowledges that (i) Employee has been advised by the Company to consult Employee’s own legal counsel in respect of this Agreement, and (ii) Employee has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s counsel. (b) EMPLOYEE FURTHER REPRESENTS AND ACKNOWLEDGES THAT (i) HE HAS BEEN ADVISED BY THE COMPANY TO CONSULT HIS OWN LEGAL COUNSEL IN RESPECT OF THIS AGREEMENT, (ii) THAT HE HAS HAD FULL OPPORTUNITY, PRIOR TO EXECUTION OF THIS AGREEMENT, TO REVIEW THROUGHLY THIS AGREEMENT WITH HIS COUNSEL, AND (iii) HE HAS READ AND FULLY UNDERSTANDS THE TERMS AND PROVISIONS OF THIS AGREEMENT. (c) Employee agrees that the Company shall be entitled entitle to preliminary and permanent injunctive relief, without the necessity of proving providing actual damages, as well as an equitable accounting of all earnings, profits and other Cirilium Holdings, Inc. EEA 7 benefits arising from any violation of Section Sections 3, 4, 5 or 6 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 Sections 5, or 6 hereof should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable law. (cd) Employee irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 hereofthis Agreement, including without limitation, any action commenced by the Company for preliminary and or permanent injunctive relief or other equitable relief, may must be brought in a the United States District Court in Pennsylvaniafor the Southern District of Florida, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia, Pennsylvania, Palm Beach County (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee may have to the laying of venue of any such suit, action or proceeding in any such court. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 12 hereof.

Equitable Relief. (a) Employee acknowledges that the restrictions contained in Section 5 Sections 11 and 12 hereof are reasonable and necessary to protect the legitimate interests of the Company and its affiliatesAffiliates, that the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of that Section those Sections will result in irreparable injury to the Company. Employee represents that his experience and capabilities are such that the restrictions contained in Section 12 hereof will not prevent Employee from obtaining employment or otherwise earning a living at the same general level of economic benefit as anticipated by this Agreement. Employee further represents and acknowledges that (i) Employee he has been advised by the Company to consult Employee’s his own legal counsel in respect of this Agreement, and (ii) Employee that he has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s counseland understands its terms and conditions. (b) Employee agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 Sections 11 or 12 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 Sections 11 or 12 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law. (c) Employee irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 11 or 12 hereof, including including, without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or other equitable relief, may be brought in a the United States District Court in for the Middle District of Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around PhiladelphiaYork County, Pennsylvania, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee may have to the laying of venue of any such suit, action or proceeding in any such court. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 16 hereof. (d) Employee agrees that he will provide, and that the Company may similarly provide, a copy of Sections 11 and 12 hereof to any business or enterprise (i) which he may directly or indirectly own, manage, operate, finance, join, control or participate in the ownership, management, operation, financing, control or control of, or (ii) with which he may be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise, or in connection with which he may use or permit his name to be used; provided, however, that this provision shall not apply in respect of Section 13 hereof after expiration of the time period set forth therein.

Equitable Relief. (a) Employee acknowledges that the restrictions contained in Section 5 Sections 12 and 13 hereof are reasonable and necessary to protect the legitimate interests of the Company and its affiliates, that the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of that Section those Sections will result in irreparable injury to the Company. The Employee represents that her experience and capabilities are such that the restrictions contained in Section 13 hereof will not prevent the Employee from obtaining employment or otherwise earning a living at the same general level of economic benefit as anticipated by this Agreement. The Employee further represents and acknowledges that (i) Employee she has been advised by the Company to consult Employee’s her own legal counsel in respect of this Agreement, and (ii) Employee that she has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s her counsel. (b) The Employee agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 Sections 12 or 13 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 Sections 12 or 13 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law. (c) The Employee irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 12 or 13 hereof, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or other equitable relief, may be brought in a the United States District Court in Pennsylvaniafor the Northern District of Florida, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around PhiladelphiaTampa, PennsylvaniaFlorida, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee may have to the laying of venue of any such suit, action or proceeding in any such court. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 17 hereof. (d) Employee agrees that she will provide, and that the Company may similarly provide, a copy of Sections 12 and 13 hereof to any business or enterprise (i) which she may directly or indirectly own, manage, operate, finance, join, control or participate in the ownership, management, operation, financing, control or control of, or (ii) with which she may be connected with as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise, or in connection with which she may use or permit her name to be used; provided, however, that this provision shall not apply in respect of Section 3 hereof after expiration of the time period set forth therein.

Equitable Relief. (a) Employee acknowledges The parties hereto agree that the restrictions contained in Section 5 hereof are reasonable and necessary to protect the legitimate interests if any of the Company and its affiliates, that the Company would not have entered into provisions of this Agreement in were not to be performed by any party to this Agreement as required by their specific terms or were to be otherwise breached, irreparable damage will occur to the absence of such restrictionsnon-breaching party and no adequate remedy at Law would exist and damages would be difficult to determine, and that any violation of any provision of that Section will result in irreparable injury to the Company. Employee represents and acknowledges that (i) Employee has been advised by the Company to consult Employee’s own legal counsel in respect of this Agreement, and (ii) Employee has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s counsel. (b) Employee agrees that the Company each party hereto shall be entitled to preliminary an injunction or injunctions to prevent breaches, and permanent injunctive reliefto specific performance of the terms, of this Agreement (including causing the transactions contemplated hereby to be consummated on the terms and subject to the conditions thereto set forth in this Agreement) without the necessity of posting any bond and without proving actual damagesthat monetary damages would be inadequate, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 hereof, which rights shall be cumulative and in addition to any other rights remedy at Law or remedies equity. No party hereto shall oppose, argue, contend or otherwise be permitted to which raise as a defense that an adequate remedy at Law exists or that specific performance or equitable or injunctive relief is inappropriate or unavailable. The parties hereto further agree that nothing in this Section 11.6 shall require any party to institute any Litigation for (or limit any party’s right to institute any Litigation for) specific performance under this Section 11.6 prior or as a condition to exercising any termination right under Article X. If a party to this Agreement brings any Litigation to enforce specifically the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment performance of the compensation terms and benefits payable under Section 3 provisions hereof by any other party and the Outside Date has not yet passed, the Outside Date shall automatically be extended by (x) the amount of time during which such Litigation is pending, plus twenty (20) Business Days or (y) such other time period established by the Chosen Court presiding over such Litigation, and for the avoidance of doubt, if such Litigation is to cause the Closing to occur, this Agreement may not be automatically ceased terminated during such Litigation by any party hereto. If a party to this Agreement institutes a Litigation for injunctive relief or specific performance and a court of competent jurisdiction does not award injunctive relief or specific performance to such party in the event of a material breach of the covenants of Judgment in accordance with this Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction11.6, then such provisions shall be deemed reformed party may institute a Litigation for monetary damages. Notwithstanding anything in such jurisdiction this Agreement to the maximum timecontrary, geographic, service, or other limitations permitted by applicable law. (c) Employee irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 hereof, including without limitation, any action commenced by the Company for preliminary and permanent if a party hereto is awarded injunctive relief or other specific performance as a result of which the Closing actually occurs, such equitable relief, may relief shall be brought in a United States District Court in Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, party’s sole and exclusive remedy under this Agreement solely with respect to another party’s failure to consummate the Closing. The prevailing party in any court Litigation arising under this Section 11.6 shall be entitled to reimbursement of general jurisdiction in or around Philadelphiafees, Pennsylvania, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, costs and (iii) waives any objection which Employee may have to the laying of venue of any such suit, action or proceeding in any such court. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 hereofexpenses.

Equitable Relief. (a) Employee By participating in the Plan, the Participant acknowledges that the restrictions contained in Section 5 hereof this Article VI are reasonable and necessary to protect the legitimate interests of the Company Company, its Subsidiaries and its affiliates, that the Company would not have entered into established this Agreement Plan in the absence of such restrictions, and that any violation of any provision of that Section this Article VI will result in irreparable injury to the Company. Employee By agreeing to participate in the Plan, the Participant represents that his or her experience and capabilities are such that the restrictions contained in this Article VI will not prevent the Participant from obtaining employment or otherwise earning a living at the same general level of economic benefit as is currently the case. The participant further represents and acknowledges that (i) Employee he or she has been advised by the Company to consult Employee’s his or her own legal counsel in respect of this AgreementPlan, and (ii) Employee that he or she has had full opportunity, prior to execution of agreeing to participate in this AgreementPlan, to review thoroughly this Agreement Plan with Employee’s his or her counsel. (b) Employee The Participant agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 hereofthis Article VI, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 hereof this Article VI should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, service or other limitations permitted by applicable law. (c) Employee The Participant irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 hereofthis Article VI, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or other equitable relief, may be brought in a the United States District Court in Pennsylvaniafor the District of New York, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia, PennsylvaniaNew York, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee Participant may have to the laying of venue of any such suit, action or proceeding in any such court. Employee Participant also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner matter permitted by the notice provisions of in Section 14 hereof11.

Equitable Relief. (a) Employee Executive acknowledges and agrees that the restrictions contained in Section 5 hereof are reasonable and necessary to protect and preserve the legitimate interests interests, properties, goodwill and business of the Company and its affiliatesCompany, that the Company would not have entered into this Agreement in the absence of such restrictions, restrictions and that irreparable injury will be suffered by the Company should Executive breach any violation of any provision the provisions of that Section will result in irreparable injury to the CompanySection. Employee Executive represents and acknowledges that (i) Employee Executive has been advised by the Company to consult EmployeeExecutive’s own legal counsel in respect of this Agreement, and (ii) Employee Executive has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with EmployeeExecutive’s counsel. (b) Employee Executive further acknowledges and agrees that a breach of any of the restrictions in Section 5 cannot be adequately compensated by monetary damages. Executive agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions it is the intention of the parties that the provision shall be deemed reformed in such jurisdiction amended to the extent of the maximum time, geographic, service, or other limitations permitted by applicable law, that such amendment shall apply only within the jurisdiction of the court that made such adjudication and that the provision otherwise be enforced to the maximum extent permitted by law. (c) Employee Notwithstanding anything in this Agreement to the contrary, if Executive breaches any of Executive’s obligations under Section 5, the Company shall thereafter be obligated only for the compensation and other benefits provided in any Company benefit plans, policies or practices then applicable to Executive in accordance with the terms thereof, and all payments under Section 2 of this Agreement shall cease. (d) Executive irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 hereof5, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or and other equitable relief, may be brought in a United States District Court in for Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia▇▇▇▇▇▇▇ County, Pennsylvania, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee Executive may have to the laying of venue of any such suit, action or proceeding in any such court. Employee Executive also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 11 hereof.

Equitable Relief. (a) Employee acknowledges that the restrictions contained in Section 5 Sections 12 and 13 hereof are reasonable and necessary to protect the legitimate interests of the Company and its affiliates, that the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of that Section those Sections will result in irreparable injury to the Company. The Employee represents that her experience and capabilities are such that the restrictions contained in Section 13 hereof will not prevent the Employee from obtaining employment or otherwise earning a living at the same general level of economic benefit as anticipated by this Agreement. The Employee further represents and acknowledges that (i) Employee he has been advised by the Company to consult Employee’s her own legal counsel in respect of this Agreement, and (ii) Employee that he has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s her counsel. (b) The Employee agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 Sections 12 or 13 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 Sections 12 or 13 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law. (c) The Employee irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 12 or 13 hereof, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or other equitable relief, may be brought in a the United States District Court in for the Eastern District of Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around PhiladelphiaPhiladelphia County, Pennsylvania, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee may have to the laying of venue of any such suit, action or proceeding in any such court. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 17 hereof. (d) Employee agrees that he will provide, and that the Company may similarly provide, a copy of Sections 12 and 13 hereof to any business or enterprise (i) which he may directly or indirectly own, manage, operate, finance, join, control or participate in the ownership, management, operation, financing, control or control of, or (ii) with which he may be connected with as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise, or in connection with which he may use or permit him name to be used; provided, however, that this provision shall not apply in respect of Section 3 hereof after expiration of the time period set forth therein.

Equitable Relief. (a) Employee Executive acknowledges and agrees that the restrictions contained in Section 5 hereof paragraphs 2 and 3 are reasonable and necessary to protect the and preserve legitimate interests interests, properties, goodwill and business of the Company and its affiliatesCompany, that the Company would not have entered into this Agreement in the absence of such restrictions, restrictions and that any violation of any provision of that Section will result in irreparable injury to will be suffered by the CompanyCompany should Executive breach any of the provisions of those paragraphs. Employee Executive represents and acknowledges that (i) Employee Executive has been advised by the Company to consult Employee’s Executive's own legal counsel in respect of this Agreement, and (ii) Employee Executive has had full opportunity, prior to the execution of this Agreement, to review thoroughly this Agreement with Employee’s counselExecutive's counsel and participated in the negotiation thereof, and (iii) the provisions of paragraphs 2 and 3 are reasonable and these restrictions do not prevent Executive from earning a reasonable livelihood. (b) Employee Executive further acknowledges and agrees that a breach of any of the restrictions of paragraphs 2 and 3 cannot be adequately compensated by money damages. Executive agrees that the Company shall may be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as provable damages and an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 paragraphs 2 or 3 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 paragraphs 2 or 3 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions it is the intention of the parties that the provision shall be deemed reformed in such jurisdiction amended to the extent of the maximum time, geographic, service, or other limitations permitted by applicable law. (c) Employee irrevocably , that such amendment shall apply only within the jurisdiction of the court that made such adjudication and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 hereof, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or other equitable relief, may provision otherwise be brought in a United States District Court in Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia, Pennsylvania, (ii) consents enforced to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee may have to the laying of venue of any such suit, action or proceeding in any such court. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner maximum extent permitted by the notice provisions of Section 14 hereoflaw.

Equitable Relief. (a) Employee Executive acknowledges and agrees that the restrictions contained in Section 5 hereof are reasonable and necessary to protect and preserve the legitimate interests interests, properties, goodwill and business of the Company and its affiliatesSunGard Group, that the Company would not have entered into this Agreement in the absence of such restrictions, restrictions and that irreparable injury will be suffered by the SunGard Group should Executive breach any violation of any provision the provisions of that Section will result in irreparable injury to the CompanySection. Employee Executive represents and acknowledges that (i) Employee Executive has been advised by the Company to consult EmployeeExecutive’s own legal counsel in respect of this Agreement, and (ii) Employee Executive has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with EmployeeExecutive’s counsel. (b) Employee Executive further acknowledges and agrees that a breach of any of the restrictions in Section 5 cannot be adequately compensated by monetary damages. Executive agrees that the Company SunGard Group shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company SunGard Group may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions it is the intention of the parties that the provision shall be deemed reformed in such jurisdiction amended to the extent of the maximum time, geographic, service, or other limitations permitted by applicable law, that such amendment shall apply only within the jurisdiction of the court that made such adjudication and that the provision otherwise be enforced to the maximum extent permitted by law. (c) Employee Notwithstanding anything in this Agreement to the contrary, if Executive breaches any of Executive’s obligations under Section 5, the Company shall thereafter be obligated only for the compensation and other benefits provided in any Company benefit plans and programs then applicable to Executive in accordance with the terms thereof, and all payments under Section 2 of this Agreement shall cease. (d) Executive irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 hereof5, including without limitation, any action commenced by the Company SunGard Group for preliminary and permanent injunctive relief or and other equitable relief, may be brought in a United States District Court in for Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia▇▇▇▇▇▇▇ County, Pennsylvania, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee Executive may have to the laying of venue of any such suit, action or proceeding in any such court. Employee Executive also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 11 hereof.

Equitable Relief. (a) Employee acknowledges The Parties agree that the restrictions contained irreparable damage would occur in Section 5 hereof are reasonable and necessary to protect the legitimate interests of the Company and its affiliates, that the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of that Section will result in irreparable injury to the Company. Employee represents and acknowledges that (i) Employee has been advised by the Company to consult Employee’s own legal counsel in respect of this Agreement, and (ii) Employee has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s counsel. (b) Employee agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 hereof should ever be adjudicated to exceed this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions Parties shall be deemed reformed entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in such jurisdiction addition to any other remedy to which they are entitled at law or in equity. Without limiting the maximum timegenerality of the foregoing, geographic, service, or other limitations permitted by applicable law. (c) Employee irrevocably and unconditionally (i) Seller shall be entitled to specific performance against Buyer (A) of Buyer’s obligations to consummate the transactions contemplated hereby and to conduct the Closing upon the satisfaction or waiver of the conditions set forth in Article 8 (Conditions Precedent to Buyer’s Obligations) and (B) to enforce and to prevent any breach by Buyer of its covenants under this Agreement and (ii) Buyer shall be entitled to specific performance against Polycom and Seller (A) of Polycom and Sellers’ obligation to consummate the transactions contemplated hereby and to conduct the Closing upon the satisfaction or waiver of the conditions set forth in Article 9 (Conditions Precedent to Polycom’s and Seller’s Obligations) and (B) to enforce and to prevent any breach by Polycom and Seller of their covenants under this Agreement. Any requirements for the securing or posting of any bond in connection with such remedy are waived. Each of the Parties hereby irrevocably waives, and agrees that any suitnot to assert or attempt to assert, action by way of motion or other legal proceeding arising out of Section 5 hereofrequest for leave from the court, including without limitationas a defense, any action commenced by the Company for preliminary and permanent injunctive relief counterclaim or other equitable relief, may be brought in a United States District Court in Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdictionotherwise, in any court proceeding of general jurisdiction in any kind involving any claim or around Philadelphia, Pennsylvania, (ii) consents argument that there is an adequate remedy at law or that an award of specific performance is not otherwise an available or appropriate remedy. Notwithstanding anything to the contrary in this Agreement, termination of this Agreement shall not relieve a Party of any liability for breach of this Agreement, and shall be in addition to any and all other rights and remedies at law or in equity a Party has against another Party for (x) the loss suffered as a result of any failure of the transactions contemplated hereby to be consummated and (y) any other losses, damages, obligations or liabilities suffered as a result of or under this Agreement, and all such rights and remedies shall be cumulative and non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee may have to the laying of venue of any such suit, action or proceeding in any such court. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 hereofexclusive.

Equitable Relief. (a) Employee Executive acknowledges and agrees that the restrictions contained in Section 5 hereof Sections 2 and 3 are reasonable and necessary to protect and preserve the legitimate interests interests, properties, goodwill and business of the Company and its affiliatesCompany, that the Company NUSCO would not have entered into this Agreement in the absence of such restrictions, restrictions and that any violation of any provision of that Section will result in irreparable injury to will be suffered by the CompanyCompany should Executive breach any of the provisions of those Sections. Employee Executive represents and acknowledges that (i) Employee Executive has been advised by the Company NUSCO to consult Employee’s Executive's own legal counsel in respect of this Agreement, and (ii) Employee that Executive has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s Executive's counsel. (b) Employee Executive further acknowledges and agrees that a breach of any of the restrictions in Sections 2 and 3 cannot be adequately compensated by monetary damages. Executive agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 Sections 2 or 3 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 Sections 2 or 3 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions it is the intention of the parties that the provision shall be deemed reformed in such jurisdiction amended to the extent of the maximum time, geographic, service, or other limitations permitted by applicable law, that such amendment shall apply only within the jurisdiction of the court that made such adjudication and that the provision otherwise be enforced to the maximum extent permitted by law. (c) Employee If Executive breaches any of Executive's obligations under Sections 2 or 3 hereof, and such breach constitutes "Cause," as defined in Section 5.3 hereof, or would constitute Cause if it had occurred during the Employment Term, the Company shall thereafter have no Target Benefit obligation pursuant to the Supplemental Plan, but shall remain obligated for the Make-Whole Benefit under the Supplemental Plan, but only to the extent not modified by the terms of this Agreement, and compensation and other benefits provided in any plans, policies or practices then applicable to Executive in accordance with the terms thereof. (d) Executive irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 Sections 2 or 3 hereof, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or and other equitable relief, may be brought in a the United States District Court in Pennsylvaniafor the District of Connecticut, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around PhiladelphiaHartford, PennsylvaniaConnecticut, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee Executive may have to the laying of venue of any such suit, action or proceeding in any such court. Employee Executive also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 10 hereof. (e) Executive agrees that for a period of five years following the termination of Executive's employment by the Company Executive will provide, and that at all times after the date hereof the Company may similarly provide, a copy of Sections 2 and 3 hereof to any business or enterprise (i) which Executive may directly or indirectly own, manage, operate, finance, join, control or participate in the ownership, management, operation, financing, or control of, or (ii) with which Executive may be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise, or in connection with which Executive may use or permit Executive's name to be used; provided, however, that this provision shall not apply in respect of Section 3 hereof after expiration of the time periods set forth therein.

Equitable Relief. (a) Employee Executive acknowledges and agrees that the restrictions contained in Section 5 hereof Sections 2 and 3 are reasonable and necessary to protect and preserve the legitimate interests interests, properties, goodwill and business of the Company and its affiliatesCompany, that the Company would not have entered into this Agreement in the absence of such restrictions, restrictions and that any violation of any provision of that Section will result in irreparable injury to will be suffered by the CompanyCompany should Executive breach any of the provisions of those Sections. Employee Executive represents and acknowledges that (i) Employee Executive has been advised by the Company to consult Employee’s Executive's own legal counsel in respect of this Agreement, and (ii) Employee that Executive has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s Executive's counsel. (b) Employee Executive further acknowledges and agrees that a breach of any of the restrictions in Sections 2 and 3 cannot be adequately compensated by monetary damages. Executive agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 Sections 2 or 3 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 Sections 2 or 3 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions it is the intention of the parties that the provision shall be deemed reformed in such jurisdiction amended to the extent of the maximum time, geographic, service, or other limitations permitted by applicable law, that such amendment shall apply only within the jurisdiction of the court that made such adjudication and that the provision otherwise be enforced to the maximum extent permitted by law. (c) Employee If Executive breaches any of Executive's obligations under Sections 2 or 3 hereof, and such breach constitutes "Cause," as defined in Section 5.3 hereof, or would constitute Cause if it had occurred during the Employment Term, the Company shall thereafter have no Target Benefit obligation pursuant to the Supplemental Plan and no Special Retirement Benefit obligation under this Agreement, but shall remain obligated for the Make-Whole Benefit under the Supplemental Plan, but only to the extent not modified by the terms of this Agreement, and compensation and other benefits provided in any plans, policies or practices then applicable to Executive in accordance with the terms thereof. (d) Executive irrevocably and unconditionally unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 Sections 2 or 3 hereof, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or and other equitable relief, may be brought in a the United States District Court in Pennsylvaniafor the District of Connecticut, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around PhiladelphiaHartford, PennsylvaniaConnecticut, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee Executive may have to the laying of venue of any such suit, action or proceeding in any such court. Employee Executive also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 10 hereof. (e) Executive agrees that for a period of five years following the termination of Executive's employment by the Company Executive will provide, and that at all times after the date hereof the Company may similarly provide, a copy of Sections 2 and 3 hereof to any business or enterprise (i) which Executive may directly or indirectly own, manage, operate, finance, join, control or participate in the ownership, management, operation, financing, or control of, or (ii) with which Executive may be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise, or in connection with which Executive may use or permit Executive's name to be used; provided, however, that this provision shall not apply in respect of Section 3 hereof after expiration of the time periods set forth therein. (f) For the purposes of this Section 4, the term "Company" shall be deemed to include NU and the Affiliates, as defined in Section 6.1(a), of NU and the Company.

Equitable Relief. (a) Employee Executive acknowledges and agrees that the restrictions contained in Section 5 hereof 6 are reasonable and necessary to protect and preserve the legitimate interests interests, properties, goodwill and business of the Company and its affiliatesor the SunGard Group, as applicable, that the Company would not have entered into this Agreement in the absence of such restrictions, restrictions and that irreparable injury will be suffered by the Company or the SunGard Group, as applicable, should Executive breach any violation of any provision the provisions of that Section will result in irreparable injury to the CompanySection. Employee Executive represents and acknowledges that (i) Employee Executive has been advised by the Company to consult EmployeeExecutive’s own legal counsel in respect of this Agreement, and (ii) Employee Executive has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with EmployeeExecutive’s counsel. (b) Employee Executive further acknowledges and agrees that a breach of any of the restrictions in Section 6 cannot be adequately compensated by monetary damages. Executive agrees that the Company SunGard Group or the Company, as applicable, shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 6 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the SunGard Group or the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 hereof 6 should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions it is the intention of the parties that the provision shall be deemed reformed in such jurisdiction amended to the extent of the maximum time, geographic, service, or other limitations permitted by applicable law, that such amendment shall apply only within the jurisdiction of the court that made such adjudication and that the provision otherwise be enforced to the maximum extent permitted by law. Notwithstanding anything in this Agreement to the contrary, if Executive breaches any of Executive’s obligations under Section 6, the Company shall thereafter be obligated only for the compensation and other benefits provided in any Company benefit plans, policies or practices then applicable to Executive in accordance with the terms thereof, and all payments under Section 2 of this Agreement shall cease. (c) Employee Executive irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 hereof6, including without limitation, any action commenced by the Company SunGard Group or the Company, as applicable, for preliminary and permanent injunctive relief or and other equitable relief, may be brought in a United States District Court in for Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia▇▇▇▇▇▇▇ County, Pennsylvania, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee Executive may have to the laying of venue of any such suit, action or proceeding in any such court. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 hereof.

Equitable Relief. (a) Employee 6.1 Executive acknowledges that the restrictions contained in Section Sections 2, 3, 4 and 5 hereof are reasonable and necessary to protect the legitimate interests of the Company and its affiliates, that the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of that Section will those Sections may result in irreparable injury to the CompanyCompany and its affiliates (each of which shall be deemed a third party beneficiary of such restriction). Employee Executive represents that his experience and capabilities are such that the restrictions contained in Sections 4 and 5 hereof will not prevent Executive from obtaining employment or otherwise earning a living at the same general level of economic benefit as anticipated by this Agreement. Executive represents and acknowledges that (ia) Employee he has been advised by the Company to consult Employee’s his own legal counsel in respect of this Agreement, and (iib) Employee that he has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s his counsel. (b) Employee 6.2 Executive agrees that each of the Company and its affiliates shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from enjoining any violation of Section 2, 3, 4 or 5 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company or any affiliate may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 2, 3, 4 or 5 hereof should ever be adjudicated to exceed the time, geographic, service, service or other limitations permitted by applicable law in any jurisdiction, then such provisions provision shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law. (c) Employee irrevocably 6.3 In the event of any dispute under the provisions of this Agreement, other than a dispute in which the primary relief sought is an equitable remedy such as an injunction, the parties shall be required to have the dispute, controversy or claim settled by arbitration in the Raleigh, North Carolina geographic area and unconditionally (i) agrees that any suitin accordance with the National Rules for the Resolution of Employment Disputes then in effect of the American Arbitration Association, action or other legal proceeding arising out of Section 5 hereof, including without limitation, any action commenced before a single arbitrator. Any award entered by the Company for preliminary arbitrator shall be final, binding, and permanent injunctive relief or other equitable relief, nonappealable and judgment may be brought entered thereon by either party in a United States District Court in Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, accordance with applicable law in any court of general jurisdiction competent jurisdiction. This arbitration provision shall be specifically enforceable. The arbitrator shall have no authority to modify any provision of this Agreement or to award a remedy for a dispute involving this Agreement other than a benefit specifically provided under or by virtue of the Agreement. Each party shall be responsible for its own expenses relating to the conduct of the arbitration (including reasonable attorneys’ fees and expenses) and shall evenly share the fees of the American Arbitration Association and the arbitrator. 6.4 Executive agrees that he will provide, and that the Company may similarly provide, a copy of Sections 2, 3, 4 and 5 of this Agreement to any business or enterprise (i) which he may directly or indirectly own, manage, operate; finance, join, control or participate in the ownership, management, operation, financing, control or around Philadelphiacontrol of, Pennsylvania, or (ii) consents with which he may be connected with as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise, or in connection with which he may use or permit his name to be used; provided, however, that this provision shall not apply in respect of Sections 4 and 5 of this Agreement after expiration of the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee may have to the laying of venue of any such suit, action or proceeding in any such court. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 hereoftime periods set forth therein.

Equitable Relief. (a) Employee acknowledges The parties to this Agreement each acknowledge that the restrictions contained Sellers and Buyer would be irreparably damaged in Section 5 hereof are reasonable and necessary to protect the legitimate interests of the Company and its affiliates, event that the Company would not have entered into provisions of this Agreement were not performed in accordance with the absence terms hereof and the parties further agree that such damage could not be adequately remedied by the payment of such restrictionsmoney damages. Accordingly, and that any violation of any provision of that Section will result in irreparable injury to the Company. Employee represents and acknowledges that (i) Employee has been advised by the Company Buyer shall be entitled to consult Employee’s own legal counsel specific performance of the terms hereof, in respect of this Agreementaddition to any other remedy at law or equity without posting any bond and without proving that monetary damages would be inadequate, and (ii) Employee has had full opportunitywithout limiting the rights of any of the Sellers under Section 10.3, prior the Sellers shall be entitled, without posting any bond and without proving that monetary damages would be inadequate, to execution an injunction or injunctions to prevent breaches of this Agreement by the Buyer or to enforce specifically the terms and provisions of this Agreement in each case only to prevent breaches of or enforce compliance with (x) the Buyer’s covenants and agreements contained in Section 5.2 hereof and (y) those covenants and agreements of the Buyer that require the Buyer to consummate the purchase of the Transferred Equity Interests and Existing Note, only if in the case of this clause (y), the closing conditions in Sections 8.1 and 8.2 are satisfied (other than those conditions that by their terms are to be satisfied at the Closing but provided that those conditions would be satisfied) and the financing provided for in the Debt Commitments Letters (or any commitments for alternative financing obtained pursuant to Section 5.2(a)) is unconditionally (excluding the condition for the substantially simultaneous funding of the Equity Financing) available to be drawn down by the Buyer pursuant to the terms of the applicable agreements, and the lenders thereunder stand ready and willing to fund such Debt Financing (or alternative financing), but is not so drawn down solely as a result of either (a) the Buyer refusing to do so in breach of this Agreement, (b) Lion Fund’s refusal to review thoroughly provide the funding contemplated by the Equity Commitment Letter or (c) Buyer’s refusal to call the funding commitment contemplated by the Equity Commitment Letter. In the circumstances in which any party is entitled to specific performance, the other parties shall not oppose, argue, contend or otherwise be permitted to raise as a defense that an adequate remedy at Law exists or that injunctive relief is inappropriate or unavailable. If the closing conditions in Sections 8.1 and 8.2 are satisfied (other than those conditions that by their terms are to be satisfied at the Closing but provided that those conditions would be satisfied) and the financing provided for in the Debt Commitments Letters is unconditionally (excluding the condition for the substantially simultaneous funding of the Equity Financing) available to be drawn down by the Buyer pursuant to the terms of the applicable agreements, but is not so drawn down solely as a result of either (a) the Buyer refusing to do so in breach of this Agreement with EmployeeAgreement, (b) Lion Fund’s counselrefusal to consummate the funding contemplated by the Equity Commitment Letter or (c) Buyer’s refusal to call the funding commitment contemplated by the Equity Commitment Letter, it is explicitly agreed that (A) each Seller shall be entitled to cause the Buyer to fully enforce the terms of the Equity Commitment Letter against Lion Fund (including, unless such lawsuit would be in bad faith, by demanding that Buyer file one or more lawsuits against Lion Fund to fully enforce Lion Fund’s obligations thereunder) and (B) each Seller shall be entitled to cause the Buyer to enforce the terms of the Debt Commitment Letter (or, if alternative financing is being used, the terms of the commitment related thereto), including, unless such lawsuit is in bad faith, by demanding Buyer to file one or more lawsuits against the sources of the Debt Financing to fully enforce such sources’ obligations thereunder and Buyer’s rights thereunder. (b) Employee agrees that Notwithstanding anything in this Agreement to the Company contrary, if the Sellers are awarded injunctive relief or specific performance pursuant to Section 11.6(a) as a result of which the Closing actually occurs, such equitable relief shall be entitled to preliminary the Seller’s sole and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable exclusive remedy against Buyer under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable lawAgreement. (c) Employee irrevocably Notwithstanding anything in this Agreement to the contrary, each party hereto agrees that, except as provided in Article IX and unconditionally Article X, specific performance shall be its sole and exclusive remedy with respect to breaches by Buyer in connection with this Agreement or the transactions contemplated hereby and, except as provided in Article IX and Article X, that it may not seek or accept any other form of relief that may be available for breach under this Agreement or the transactions contemplated hereby (iincluding monetary damages). The parties hereto agree that nothing in this Section 11.6 shall require any party to institute any Litigation for (or limit any party’s right to institute any Litigation for) agrees that specific performance under Section 11.6(a) prior or as a condition to exercising any suittermination right under Article X (or receipt of any amounts due thereunder), action nor shall the commencement of any Litigation pursuant to Section 11.6(a) or other legal proceeding arising out of anything else set forth in this Section 5 11.6 restrict or limit any party’s right to terminate this Agreement in accordance with the terms hereof, including without limitation, any action commenced ; it being understood and agreed by the Company for preliminary parties that during the pendency of any Litigation initiated by any Seller under Section 11.6(a), each Seller shall maintain any right it has to terminate this Agreement under Article X and permanent injunctive relief or other equitable relief, may receive payment of the applicable Buyer Termination Fee; provided that the payment of the applicable Buyer Termination Fee shall be brought in a United States District Court in Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia, Pennsylvania, (ii) consents the sole and exclusive remedy available to the non-exclusive jurisdiction Sellers in the event of any such court termination as provided in any such suit, action or proceeding, and (iii) waives any objection which Employee may have to the laying of venue of any such suit, action or proceeding in any such court. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 hereof10.3.

Equitable Relief. (a) 7.1 Employee acknowledges that the restrictions contained in Section Sections 3, 4, 5 and 6 hereof are reasonable and necessary to protect the legitimate interests of the Company Company, ImageX and its their affiliates, that the Company and ImageX would not have entered into this Agreement or the Purchase Agreement, in the absence of such restrictions, and that any violation of any provision of that Section those Sections will result in irreparable injury to the Company. Company and ImageX. Employee represents that his experience and acknowledges capabilities are such that (i) the restrictions contained in Sections 5 and 6 hereof will not prevent Employee has been advised from obtaining employment or otherwise earning a living at the same general level of economic benefit as is provided by his current employment with the Company to consult Employee’s own legal counsel in respect of or as is anticipated by this Agreement. EMPLOYEE FURTHER REPRESENTS AND ACKNOWLEDGES THAT (I) HE HAS BEEN ADVISED BY THE COMPANY TO CONSULT HIS OWN LEGAL COUNSEL IN RESPECT OF THIS AGREEMENT, and (iiII) Employee has had full opportunityTHAT HE HAS HAD FULL OPPORTUNITY, prior to execution of this AgreementPRIOR TO EXECUTION OF THIS AGREEMENT, to review thoroughly this Agreement with Employee’s counselTO REVIEW THOROUGHLY THIS AGREEMENT WITH HIS COUNSEL, AND (III) HE HAS READ AND FULLY UNDERSTANDS THE TERMS AND PROVISIONS OF THIS AGREEMENT. (b) 7.2 Employee agrees that either the Company or ImageX shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section Sections 3, 4, 5 or 6 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company and/or ImageX may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section Sections 3, 4, 5 or 6 hereof should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable law. (c) Employee irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 hereof, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or other equitable relief, may be brought in a United States District Court in Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia, Pennsylvania, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee may have to the laying of venue of any such suit, action or proceeding in any such court. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 hereof.

Equitable Relief. (a) Employee acknowledges that the restrictions contained in Section 5 Sections 11 and 12 hereof are reasonable and necessary to protect the legitimate interests of the Company and its affiliates, that the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of that Section those Sections will result in irreparable injury to the Company. Employee represents that his experience and capabilities are such that the restrictions contained in Section 12 hereof will not prevent Employee from obtaining employment or otherwise earning a living at the same general level of economic benefit as is currently the case. Employee further represents and acknowledges that (i) Employee he has been advised by the Company to consult Employee’s his own legal counsel in respect of this Agreement, and (ii) Employee that he has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s this counsel. (b) Employee agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 Sections 11 or 12 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 Sections 11 or 12 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law. (c) Employee irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 Sections 11 or 12 hereof, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or other equitable relief, may be brought in a the United States District Court in Pennsylvaniafor the District of Massachusetts, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around PhiladelphiaHampden County, PennsylvaniaMassachusetts, (ii) consents to the non-exclusive jurisdiction of any such court in it any such suit, action or proceeding, and (iii) waives any objection which Employee may have to the laying of venue of any such suit, action or proceeding in any such court. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 16, hereof.

Equitable Relief. (a) Employee Executive acknowledges that the restrictions contained in Section 5 Sections 11 and 12 hereof are reasonable and necessary to protect the legitimate interests of the Company and its affiliates, that the Company would not have entered into this Agreement Addendum in the absence of such restrictions, and that any violation of any provision of that Section those Sections will result in irreparable injury to the Company. Employee Executive represents that Executive’s experience and capabilities are such that the restrictions contained in Section 12 hereof will not prevent Executive from obtaining employment or otherwise earning a living at the same general level of economic benefit as is currently the case. Executive further represents and acknowledges that (i) Employee Executive has been advised by the Company to consult EmployeeExecutive’s own legal counsel in respect of this AgreementAddendum, and (ii) Employee that Executive has had full opportunity, prior to execution of this AgreementAddendum, to review thoroughly this Agreement Addendum with EmployeeExecutive’s legal counsel. (b) Employee Executive agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 Sections 11 or 12 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 Sections 11 or 12 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law. (c) Employee Executive irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 11 or 12 hereof, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or other equitable relief, may be brought in a United States District Court in Pennsylvaniathe appropriate Labour Court, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia, PennsylvaniaFrance, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee Executive may have to the laying of venue of any such suit, action or proceeding in any such court. Employee Executive also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 17 hereof.

Equitable Relief. (a) Employee Executive acknowledges and agrees that the restrictions contained in Section 5 hereof Sections 2 and 3 are reasonable and necessary to protect and preserve the legitimate interests interests, properties, goodwill and business of the Company and its affiliatesCompany, that the Company NUSCO would not have entered into this Agreement in the absence of such restrictions, restrictions and that any violation of any provision of that Section will result in irreparable injury to will be suffered by the CompanyCompany should Executive breach any of the provisions of those Sections. Employee Executive represents and acknowledges that (i) Employee Executive has been advised by the Company NUSCO to consult Employee’s Executive's own legal counsel in respect of this Agreement, and (ii) Employee that Executive has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s Executive's counsel. (b) Employee Executive further acknowledges and agrees that a breach of any of the restrictions in Sections 2 and 3 cannot be adequately compensated by monetary damages. Executive agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 Sections 2 or 3 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 Sections 2 or 3 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions it is the intention of the parties that the provision shall be deemed reformed in such jurisdiction amended to the extent of the maximum time, geographic, service, or other limitations permitted by applicable law, that such amendment shall apply only within the jurisdiction of the court that made such adjudication and that the provision otherwise be enforced to the maximum extent permitted by law. (c) Employee If Executive breaches any of Executive's obligations under Sections 2 or 3 hereof, and such breach constitutes "cause," as defined in Section 5.3 hereof, or would constitute Cause if it had occurred during the Employment Term, the Company shall thereafter have no Target Benefit obligation pursuant to the Supplemental Plan, but shall remain obligated for the Make-Whole Benefit under the Supplemental Plan, but only to the extent not modified by the terms of this Agreement, and compensation and other benefits provided in any plans, policies or practices then applicable to Executive in accordance with the terms thereof. (d) Executive irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 Sections 2 or 3 hereof, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or and other equitable relief, may be brought in a the United States District Court in Pennsylvaniafor the District of Connecticut, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around PhiladelphiaHartford, PennsylvaniaConnecticut, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee Executive may have to the laying of venue of any such suit, action or proceeding in any such court. Employee Executive also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 10 hereof. (e) Executive agrees that for a period of five years following the termination of Executive's employment by the Company Executive will provide, and that at all times after the date hereof the Company may similarly provide, a copy of Sections 2 and 3 hereof to any business or enterprise (i) which Executive may directly or indirectly own, manage, operate, finance, join, control or participate in the ownership, management, operation, financing, or control of, or (ii) with which Executive may be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise, or in connection with which Executive may use or permit Executive's name to be used; provided, however, that this provision shall not apply in respect of Section 3 hereof after expiration of the time periods set forth therein.

Equitable Relief. (a) Employee 6.1. Executive acknowledges that the restrictions contained in Section 5 Sections 2 and 3 hereof are reasonable and necessary to protect the legitimate interests of the Company and its affiliates, that the Company would not have entered into this Agreement in the absence of such restrictionsCompany, and that any violation of any provision of that Section those Sections will result in irreparable injury to the Company. Employee The Executive represents that his experience and acknowledges capabilities are such that (i) Employee has been advised the restrictions contained in Sections 3 and 4 hereof will not prevent the Executive from obtaining employment or otherwise earning a living at the same general level of economic benefit as anticipated by this Agreement. Executive further recognizes that the Company competes and will compete on a national and international basis, and that Executive's access to Confidential Information makes it necessary for the Company to consult Employee’s own legal counsel restrict his post-employment activities in respect of this Agreement, and (ii) Employee has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s counselany market in which the Company competes. (b) Employee 6.2. Executive agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damagesdamages or the posting of a bond, as well as to an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 Sections 1, 2 or 3 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 Sections 2 and 3 hereof should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable law. If, despite the foregoing waivers, a court nonetheless requires the posting of a bond, the parties agree that a bond in the amount of $1,000 would be a fair and reasonable amount, particularly in light of the difficulty in quantifying what the actual loss caused by an injunction would be. 6.3. Executive agrees that if Company is obliged to resort to the courts for the enforcement of a covenant contained in Section 1, 2 or 3, such covenant shall be extended for a period of time equal to the period of such breach and the extended period will commence on the later to occur of (ca) Employee the date on which the original (unextended) term of such covenant is scheduled to terminate or (b) the date of the final court order (without further right of appeal) enforcing such covenant. 6.4. Executive irrevocably and unconditionally unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 hereofthis Agreement, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or and other equitable relief, may shall be brought in a United States District Court in Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general competent jurisdiction in or around Philadelphia, the Commonwealth of Pennsylvania, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee he may have to the laying of venue of any such suit, action or proceeding in any such court. 6.5. Employee also irrevocably Executive agrees that he will provide, and unconditionally consents that the Company may similarly provide, a copy of this Agreement to any business or enterprise (i) which he may directly or indirectly own, manage, operate, finance, join, control or participate in the service of any processownership, pleadingsmanagement, notices operation, financing, control or other papers control of, or (ii) with which he may be connected with as an officer, director, Executive, partner, principal, agent, representative, consultant or otherwise, or in a manner permitted by the notice provisions connection with which he may use or permit his name to be used; provided, however, that this provision shall not apply in respect of Section 14 hereof3 of this Agreement after expiration of the time periods set forth therein.