Common use of Non-Compete, Non-Solicitation Clause in Contracts

Non-Compete, Non-Solicitation. (a) In further consideration of the Award granted to Employee hereunder, Employee acknowledges and agrees that during the course of Employee’s employment with the Company and its subsidiaries Employee shall become familiar, and during Employee’s employment with the predecessors of the Company and its subsidiaries, Employee has become familiar, with the Company’s trade secrets and with other confidential information and that Employee’s services have been and shall be of special, unique and extraordinary value to the Company and its subsidiaries, and therefore, Employee agrees that, during his or her employment with the Company and, if the Employee terminates his or her employment with the Company for any reason, for a period of one year thereafter (the “Non-Compete Period”), Employee shall not directly or indirectly (whether as an owner, partner, shareholder, agent, officer, director, employee, independent contractor, consultant or otherwise) own any interest in, operate, invest in, manage, control, participate in, consult with, render services for (alone or in association with any person or entity), in any manner engage in any business activity on behalf of a Competing Business within any geographical area in which the Company or its subsidiaries currently operates or plans to operate. Nothing herein shall prohibit Employee from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Employee has no active participation in the business of such corporation. For purposes of this paragraph, “Competing Business” means each of the following entities, together with their respective subsidiaries and affiliates: TJ Maxx, Xxxxxxxx’x, Xxxx Stores, Steinmart, Century 21, Xxxxxx Xxxxx, Xxxxxxxxxxxxx Stores and Daffy Dan’s.

Non-Compete, Non-Solicitation. (a) In further consideration of the Award granted compensation to Employee be paid to Executive hereunder, Employee Executive acknowledges and agrees that during the course of EmployeeExecutive’s employment with the Company and its subsidiaries Employee Subsidiaries Executive shall become familiar, and during Employee’s employment with the predecessors of the Company and its subsidiaries, Employee has become familiar, familiar with the Company’s trade secrets and with other confidential information Confidential Information and that EmployeeExecutive’s services have been and shall be of special, unique and extraordinary value to the Company and its subsidiariesSubsidiaries, and therefore, Employee Executive agrees that, during his or her employment with the Company and, if the Employee terminates his or her employment with the Company for any reason, and for a period of one year thereafter (the “Non-Compete Period”), Employee Executive shall not directly or indirectly (whether as an owner, partner, shareholder, agent, officer, director, employee, independent contractor, consultant or otherwise) own any interest in, operate, invest in, manage, control, participate in, consult with, render services for (alone or in association with any person or entity), in any manner engage in any business activity on behalf of a Competing Business within any geographical area in which the Company or its subsidiaries currently Subsidiaries operates or plans plan to operate. Nothing herein shall prohibit Employee Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Employee Executive has no active participation in the business of such corporation. For purposes of this paragraph, “Competing Business” means each of the following entities, together with their respective subsidiaries and affiliates: TJ Maxx, Xxxxxxxx’xMarshalls, Xxxx Stores, SteinmartXxxxx Mart, Century 21, Xxxxxx Xxxxx, Xxxxxxxxxxxxx Stores and Daffy Dan’s.

Non-Compete, Non-Solicitation. (a) In further consideration of the Award granted compensation to Employee be paid to Executive hereunder, Employee Executive acknowledges and agrees that during the course of EmployeeExecutive’s employment with the Company and its subsidiaries Employee Subsidiaries Executive shall become familiar, and during EmployeeExecutive’s employment with the predecessors of the Company and its subsidiariesSubsidiaries, Employee Executive has become familiar, with the Company’s trade secrets and with other confidential information Confidential Information and that EmployeeExecutive’s services have been and shall be of special, unique and extraordinary value to the Company and its subsidiariesSubsidiaries, and therefore, Employee Executive agrees that, during his or her employment with the Company and, if the Employee terminates his or her employment with the Company for any reason, and for a period of one year thereafter (the “Non-Compete Period”; provided, that if Executive’s employment is terminated by the Company with Cause, the Non-Compete Period shall terminate on the date of such termination), Employee Executive shall not directly or indirectly (whether as an owner, partner, shareholder, agent, officer, director, employee, independent contractor, consultant or otherwise) own any interest in, operate, invest in, manage, control, participate in, consult with, render services for (alone or in association with any person or entity), in any manner engage in any business activity on behalf of a Competing Business within any geographical area in which the Company or its subsidiaries currently Subsidiaries operates or plans plan to operate. Nothing herein shall prohibit Employee Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Employee Executive has no active participation in the business of such corporation. For purposes of this paragraph, “Competing Business” means each of the following entities, together with their respective subsidiaries and affiliates: TJ Maxx, Xxxxxxxx’xMarshalls, Xxxx Stores, SteinmartXxxxx Mart, Century 21, Xxxxxx Xxxxx, Xxxxxxxxxxxxx Stores and Daffy Dan’s.

Non-Compete, Non-Solicitation. (a) In further consideration of the Award granted compensation to Employee be paid to Executive hereunder, Employee Executive acknowledges and agrees that during the course of EmployeeExecutive’s employment with the Company and its subsidiaries Employee Subsidiaries Executive shall become familiar, and during Employee’s employment with the predecessors of the Company and its subsidiaries, Employee has become familiar, familiar with the Company’s trade secrets and with other confidential information Confidential Information and that EmployeeExecutive’s services have been and shall be of special, unique and extraordinary value to the Company and its subsidiariesSubsidiaries, and therefore, Employee Executive agrees that, during his or her employment with the Company and, if the Employee terminates his or her employment with the Company for any reason, and for a period of one year thereafter (the “Non-Compete Period”; provided, that if Executive’s employment is terminated by the Company with Cause, the Non-Compete Period shall terminate on the date of such termination), Employee Executive shall not directly or indirectly (whether as an owner, partner, shareholder, agent, officer, director, employee, independent contractor, consultant or otherwise) own any interest in, operate, invest in, manage, control, participate in, consult with, render services for (alone or in association with any person or entity), in any manner engage in any business activity on behalf of a Competing Business within any geographical area in which the Company or its subsidiaries currently Subsidiaries operates or plans plan to operate. Nothing herein shall prohibit Employee Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Employee Executive has no active participation in the business of such corporation. For purposes of this paragraph, “Competing Business” means each of the following entities, together with their respective subsidiaries and affiliates: TJ Maxx, Xxxxxxxx’xMarshalls, Xxxx Stores, SteinmartXxxxx Mart, Century 21, Xxxxxx Xxxxx, Xxxxxxxxxxxxx Stores and Daffy Dan’s.

Non-Compete, Non-Solicitation. (a) In further consideration of the Award granted compensation to be paid to Employee hereunder, Employee acknowledges and agrees that during including the course of Employee’s employment with Severance, if any, the Company shall, upon and its subsidiaries following execution of this Agreement, disclose to Employee shall become familiar, and during Employee’s employment with the predecessors of the Company and its subsidiaries, Employee has become familiar, with the Company’s trade secrets and with other confidential information Confidential Information concerning the Company, its subsidiaries and affiliates. Employee acknowledges that Employee’s his services have been and shall be of special, unique unique, and extraordinary value to the Company and its subsidiaries, and thereforeCompany. Therefore, Employee agrees that, during his or her employment with the Company andEmployment Term, each Renewal Term, if any, and for one (1) year following the Employee terminates termination of his or her employment with the Company for any reasonreason (collectively, for a period of one year thereafter (the “Non-Compete Noncompete Period”), Employee he shall not not, directly or indirectly (whether as an ownerindirectly, partner, shareholder, agent, officer, director, employee, independent contractor, consultant or otherwise) own any interest in, operate, invest in, manage, control, participate in, consult with, render services for (alone for, or in association with any person or entity), in any manner engage in any business activity competing with the actual or anticipated businesses of the Company, its subsidiaries or affiliates, on behalf the date of a Competing Business the termination of Employee’s employment, within any geographical area in which the Company or Company, its subsidiaries currently operates or plans affiliates engage or plan to operateengage in such businesses. A termination of this Agreement pursuant to Section 4 or otherwise shall constitute a termination of the Employment Term or Renewal Term, as applicable. Nothing herein shall prohibit Employee from being a passive owner of not more than two percent (2% %) of the outstanding capital stock of any class of a corporation which is publicly traded, so long as Employee has no active participation in the business of such corporation. For purposes of this paragraph, “Competing Business” means each of the following entities, together with their respective subsidiaries and affiliates: TJ Maxx, Xxxxxxxx’x, Xxxx Stores, Steinmart, Century 21, Xxxxxx Xxxxx, Xxxxxxxxxxxxx Stores and Daffy Dan’s.

Non-Compete, Non-Solicitation. (a) In further consideration of the Award granted compensation to Employee be paid to Executive hereunder, Employee Executive acknowledges and agrees that during the course of EmployeeExecutive’s employment with the Company and its subsidiaries Employee Subsidiaries Executive shall become familiar, and during EmployeeExecutive’s employment with the predecessors of the Company and its subsidiariesSubsidiaries, Employee Executive has become familiar, with the Company’s trade secrets and with other confidential information Confidential Information and that EmployeeExecutive’s services have been and shall be of special, unique and extraordinary value to the Company and its subsidiariesSubsidiaries, and therefore, Employee Executive agrees that, during his or her employment with the Company and, if the Employee terminates his or her employment with the Company for any reason, and for a period of one year thereafter (the “Non-Compete Period”Period”;provided, that if Executive’s employment is terminated by the Company with Cause, the Non-Compete Period shall terminate on the date of such termination), Employee Executive shall not directly or indirectly (whether as an owner, partner, shareholder, agent, officer, director, employee, independent contractor, consultant or otherwise) own any interest in, operate, invest in, manage, control, participate in, consult with, render services for (alone or in association with any person or entity), in any manner engage in any business activity on behalf of a Competing Business within any geographical area in which the Company or its subsidiaries currently Subsidiaries operates or plans plan to operate. Nothing herein shall prohibit Employee Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Employee Executive has no active participation in the business of such corporation. For purposes of this paragraph, “Competing Business” means each of the following entities, together with their respective subsidiaries and affiliates: TJ Maxx, Xxxxxxxx’xMarshalls, Xxxx Stores, SteinmartXxxxx Mart, Century 21, Xxxxxx Xxxxx, Xxxxxxxxxxxxx Stores and Daffy Dan’s.

Non-Compete, Non-Solicitation. (a) In further consideration of the Award granted compensation to Employee be paid to Executive hereunder, Employee Executive acknowledges and agrees that during the course of EmployeeExecutive’s employment with the Company and its subsidiaries Employee Subsidiaries Executive shall become familiar, and during Employee’s employment with the predecessors of the Company and its subsidiaries, Employee has become familiar, familiar with the Company’s trade secrets and with other confidential information Confidential Information and that EmployeeExecutive’s services have been and shall be of special, unique and extraordinary value to the Company and its subsidiariesSubsidiaries, and therefore, Employee Executive agrees that, during his or her employment with the Company and, if the Employee terminates his or her employment with the Company for any reason, and for a period of one year thereafter (the “Non-Compete Period”), Employee Executive shall not directly or indirectly (whether as an owner, partner, shareholder, agent, officer, director, employee, independent contractor, consultant or otherwise) own any interest in, operate, invest in, manage, control, participate in, consult with, render services for (alone or in association with any person or entity), in any manner engage in any business activity on behalf of a Competing Business within any geographical area in which the Company or its subsidiaries currently Subsidiaries operates or plans plan to operate. Nothing herein shall prohibit Employee Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Employee Executive has no active participation in the business of such corporation. For purposes of this paragraph, “Competing Business” means each of the following entities, together with their respective subsidiaries and affiliates: TJ Maxx, Xxxxxxxx’xMarshalls, Xxxx Rxxx Stores, SteinmartSxxxx Mart, Century 21, Xxxxxx XxxxxFxxxxx Mxxxx, Xxxxxxxxxxxxx Sxxxxxxxxxxxx Stores and Daffy Dan’s.

Non-Compete, Non-Solicitation. (a) In further consideration of the Award granted compensation to Employee be paid to Executive hereunder, Employee Executive acknowledges and agrees that during the course of EmployeeExecutive’s employment with the Company and its subsidiaries Employee Subsidiaries Executive shall become familiar, and during EmployeeExecutive’s employment with the predecessors of the Company and its subsidiariesSubsidiaries, Employee Executive has become familiar, with the Company’s trade secrets and with other confidential information Confidential Information and that EmployeeExecutive’s services have been and shall be of special, unique and extraordinary value to the Company and its subsidiariesSubsidiaries, and therefore, Employee Executive agrees that, during his or her employment with the Company and, if the Employee terminates his or her employment with the Company for any reason, and for a period of one year thereafter (the “Non-Compete Period”; provided, that if Executive’s employment is terminated by the Company with Cause, the Non-Compete Period shall terminate on the date of such termination), Employee Executive shall not directly or indirectly (whether as an owner, partner, shareholder, agent, officer, director, employee, independent contractor, consultant or otherwise) own any interest in, operate, invest in, manage, control, participate in, consult with, render services for (alone or in association with any person or entity), in any manner engage in any business activity on behalf of a Competing Business within any geographical area in which the Company or its subsidiaries currently Subsidiaries operates or plans plan to operate. Nothing herein shall prohibit Employee Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Employee Executive has no active participation in the business of such corporation. For purposes of this paragraph, “Competing Business” means each of the following entities, together with their respective subsidiaries and affiliates: TJ Maxx, Xxxxxxxx’xMarshalls, Xxxx Stores, SteinmartXxxxx Mart, Century 21, Xxxxxx Xxxxx, Xxxxxxxxxxxxx Stores and Daffy Dan’s.

Non-Compete, Non-Solicitation. (a) In further consideration of the Award granted compensation to Employee be paid to Executive hereunder, Employee Executive acknowledges and agrees that during the course of EmployeeExecutive’s employment with the Company and its subsidiaries Employee Subsidiaries Executive shall become familiar, and during EmployeeExecutive’s employment with the predecessors of the Company and its subsidiariesSubsidiaries, Employee Executive has become familiar, with the Company’s trade secrets and with other confidential information Confidential Information and that EmployeeExecutive’s services have been and shall be of special, unique and extraordinary value to the Company and its subsidiariesSubsidiaries, and therefore, Employee Executive agrees that, during his or her employment with the Company and, if the Employee terminates his or her employment with the Company for any reason, and for a period of one year two years thereafter (the “Non-Compete Period”; provided, that if Executive’s employment is terminated by the Company with Cause, the Non-Compete Period shall terminate on the date of such termination), Employee Executive shall not directly or indirectly (whether as an owner, partner, shareholder, agent, officer, director, employee, independent contractor, consultant or otherwise) own any interest in, operate, invest in, manage, control, participate in, consult with, render services for (alone or in association with any person or entity), in any manner engage in any business activity on behalf of a Competing Business within any geographical area in which the Company or its subsidiaries currently Subsidiaries operates or plans plan to operate. Nothing herein shall prohibit Employee Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Employee Executive has no active participation in the business of such corporation. For purposes of this paragraph, “Competing Business” means each of the following entities, together with their respective subsidiaries and affiliates: TJ Maxx, Xxxxxxxx’xMarshalls, Xxxx Stores, SteinmartXxxxx Mart, Century 21, Xxxxxx Xxxxx, Xxxxxxxxxxxxx Stores and Daffy Dan’s.

Non-Compete, Non-Solicitation. (a) In further consideration of the Award granted compensation to Employee be paid to Executive hereunder, Employee Executive acknowledges and agrees that during the course of EmployeeExecutive’s employment with the Company and its subsidiaries Employee Subsidiaries Executive shall become familiar, and during Employee’s employment with the predecessors of the Company and its subsidiaries, Employee has become familiar, familiar with the Company’s trade secrets and with other confidential information Confidential Information and that EmployeeExecutive’s services have been and shall be of special, unique and extraordinary value to the Company and its subsidiariesSubsidiaries, and therefore, Employee Executive agrees that, during his or her employment with the Company and, if the Employee terminates his or her employment with the Company for any reason, and for a period of one year thereafter (the “Non-Compete Period”; provided, that if Executive’s employment is terminated by the Company with Cause, the Non-Compete Period shall terminate on the date of such termination), Employee Executive shall not directly or indirectly (whether as an owner, partner, shareholder, agent, officer, director, employee, independent contractor, consultant or otherwise) own any interest in, operate, invest in, manage, control, participate in, consult with, render services for (alone or in association with any person or entity), in any manner engage in any business activity on behalf of a Competing Business within any geographical area in which the Company or its subsidiaries currently Subsidiaries operates or plans plan to operate. Nothing herein shall prohibit Employee Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Employee Executive has no active participation in the business of such corporation. For purposes of this paragraph, “Competing Business” means each of the following entities, together with their respective subsidiaries and affiliates: TJ Maxx, Xxxxxxxx’xMarshalls, Xxxx Rxxx Stores, SteinmartSxxxx Mart, Century 21, Xxxxxx XxxxxFxxxxx Mxxxx, Xxxxxxxxxxxxx Sxxxxxxxxxxxx Stores and Daffy Dan’s.

Non-Compete, Non-Solicitation. (a) In further consideration of the Award granted compensation to Employee be paid to Executive hereunder, Employee including the Severance Payments, Executive acknowledges and agrees that during the course of Employee’s his employment with the Company and its subsidiaries Employee shall become familiar, and during Employee’s employment with the predecessors of the Company and its subsidiaries, Employee has become familiar, Subsidiaries he became familiar with the Company’s trade secrets and with other confidential information Confidential Information concerning the Company and its predecessors and its Subsidiaries and that Employee’s his services have been and shall be of special, unique and extraordinary value to the Company and its subsidiariesSubsidiaries, and therefore, Employee Executive agrees that, during his or her employment with from the Company anddate of this Agreement until April 22, if the Employee terminates his or her employment with the Company for any reason, for a period of one year thereafter 2010 (the “Non-Compete Noncompete Period”), Employee he shall not directly or indirectly (whether as an owner, partner, shareholder, agent, officer, director, employee, independent contractor, consultant or otherwise) own any interest in, operate, invest in, manage, control, participate in, consult with, render services for (alone for, or in association with any person or entity), in any manner engage in any business activity on behalf competing with the businesses of a Competing Business the Company or its Subsidiaries, as such businesses exist or were in process during his employment by the Company and its Subsidiaries, within any geographical area in which the Company or its subsidiaries currently operates Subsidiaries engage or plans plan to operateengage in such businesses. Nothing herein shall prohibit Employee Executive from (i) being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Employee Executive has no active participation in the business of such corporationcorporation or (ii) from owning an interest in, managing, controlling, participating in, consulting with, or rendering services for a company in the textile and apparel industry so long as the company does not manufacture, market, or sell nonwoven products. For purposes of this paragraph, “Competing Business” means each In the event Executive is approached by a third party that is not a competitor of the following entitiesCompany and asked to advise such third party with respect to a potential acquisition of the Company, together with their respective subsidiaries Executive may request the consent of the Company to act in such capacity and affiliates: TJ Maxx, Xxxxxxxx’x, Xxxx Stores, Steinmart, Century 21, Xxxxxx Xxxxx, Xxxxxxxxxxxxx Stores and Daffy Dan’sthe Company will consider such request in good faith.

Non-Compete, Non-Solicitation. (a) In further consideration of the Award granted compensation to Employee be paid to Executive hereunder, Employee Executive acknowledges and agrees that during the course of EmployeeExecutive’s employment with the Company and its subsidiaries Employee Subsidiaries Executive shall become familiar, and during Employee’s employment with the predecessors of the Company and its subsidiaries, Employee has become familiar, familiar with the Company’s trade secrets and with other confidential information Confidential Information and that EmployeeExecutive’s services have been and shall be of special, unique and extraordinary value to the Company and its subsidiariesSubsidiaries, and therefore, Employee Executive agrees that, during his or her employment with the Company and, if the Employee terminates his or her employment with the Company for any reason, and for a period of one (1) year thereafter (the “Non-Compete Period”), Employee Executive shall not directly or indirectly (whether as an owner, partner, shareholder, agent, officer, director, employee, independent contractor, consultant or otherwise) own any interest in, operate, invest in, manage, control, participate in, consult with, render services for (alone or in association with any person or entity), in any manner engage in any business activity on behalf of a Competing Business within any geographical area in which the Company or its subsidiaries currently Subsidiaries operates or plans plan to operate. Nothing herein shall prohibit Employee Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Employee Executive has no active participation in the business of such corporation. For purposes of this paragraph, “Competing Business” means each of the following entities, together with their respective subsidiaries and affiliates: TJ Maxx, Xxxxxxxx’xMarshalls, Xxxx Stores, SteinmartXxxxx Mart, Century 21, Xxxxxx Xxxxx, Xxxxxxxxxxxxx Stores and Stores, Daffy Dan’s, XX Xxxxxx, Bob’s Stores, and TK Maxx.

Non-Compete, Non-Solicitation. (a) In further consideration of the Award granted compensation to Employee be paid to Executive hereunder, Employee Executive acknowledges and agrees that during the course of Employee’s his employment with the Company and its subsidiaries Employee Subsidiaries he shall become familiar, and during Employee’s employment with the predecessors of the Company and its subsidiaries, Employee has become familiar, familiar with the Company’s and its Subsidiaries’ trade secrets and with other confidential information Confidential Information concerning the Company and its predecessors and Subsidiaries and that Employee’s his services have been and shall continue to be of special, unique and extraordinary value to the Company and its subsidiariesSubsidiaries, and therefore, Employee therefore Executive agrees that, during his or her employment with the Company and, if the Employee terminates his or her employment with the Company Employment Period and for any reason, for a period of one year twelve months thereafter (the “Non-Compete Noncompete Period”), Employee he shall not directly or indirectly (whether as an owner, partner, shareholder, agent, officer, director, employee, independent contractor, consultant or otherwise) own any interest in, operate, invest in, manage, control, participate in, consult with, render services for (alone for, be employed in an executive, managerial or in association with any person administrative capacity by, or entity), in any manner engage in any business activity on behalf within the United States engaging in the businesses of a Competing Business within any geographical area in which the Company or its subsidiaries currently operates Subsidiaries, as such businesses exist during the Employment Period or, as of the date of termination or plans expiration of the Employment Period, are contemplated to operateexist during the twelve-month period following the date of termination or expiration of the Employment Period (the “Restricted Business”). Nothing herein shall prohibit Employee Executive from (i) being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Employee Executive has no active participation in the business of such corporation. For purposes , (ii) becoming employed, engaged, associated or otherwise participating with a separately managed division or Subsidiary of this paragrapha competitive business that does not engage in the Restricted Business (provided that services are provided only to such division or Subsidiary), “Competing Business” means each of the following entitiesor (iii) accepting employment with any federal, together with their respective subsidiaries and affiliates: TJ Maxxstate, Xxxxxxxx’xor local governmental subdivision or agency, Xxxx Stores, Steinmart, Century 21, Xxxxxx Xxxxx, Xxxxxxxxxxxxx Stores and Daffy Dan’s.or any government owned or operated health plan

Non-Compete, Non-Solicitation. (a) In further consideration of the Award granted compensation to Employee be paid to Executive hereunder, Employee Executive acknowledges and agrees that during the course of EmployeeExecutive’s employment with the Company and its subsidiaries Employee Subsidiaries Executive shall become familiar, and during EmployeeExecutive’s employment with the predecessors of the Company and its subsidiariesSubsidiaries, Employee Executive has become familiar, with the Company’s trade secrets and with other confidential information Confidential Information and that EmployeeExecutive’s services have been and shall be of special, unique and extraordinary value to the Company and its subsidiariesSubsidiaries, and therefore, Employee Executive agrees that, during his or her employment with the Company and, if the Employee terminates his or her employment with the Company for any reason, and for a period of one year thereafter (the “Non-Compete Period”; provided, that if Executive’s employment is terminated by the Company with Cause, the Non-Compete Period shall terminate on the date of such termination), Employee Executive shall not directly or indirectly (whether as an owner, partner, shareholder, agent, officer, director, employee, independent contractor, consultant or otherwise) own any interest in, operate, invest in, manage, control, participate in, consult with, render services for (alone or in association with any person or entity), in any manner engage in any business activity on behalf of a Competing Business within any geographical area in which the Company or its subsidiaries currently Subsidiaries operates or plans plan to operate. Nothing herein shall prohibit Employee Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Employee Executive has no active participation in the business of such corporation. For purposes of this paragraph, “Competing Business” means each of the following entities, together with their respective subsidiaries and affiliates: TJ Maxx, Xxxxxxxx’xMarshalls, Xxxx Ross Stores, SteinmartStein Mart, Century 21, Xxxxxx XxxxxForman Mills, Xxxxxxxxxxxxx Schottenstein Stores and Daffy Dan’sDan’x.

Non-Compete, Non-Solicitation. (a) In further consideration of the Award granted to Employee hereunder, Employee The Executive acknowledges and agrees that during in the course of Employee’s his employment with the Company and its subsidiaries Employee shall he will become familiar, and during Employee’s his employment with the predecessors of the Company and its subsidiaries, Employee predecessors he has become familiar, with the Company’s 's and its subsidiaries' trade secrets and with other confidential information concerning the Company, its subsidiaries and the Company's predecessors and that Employee’s his services have been and shall will be of special, unique and extraordinary value to the Company and its subsidiaries. Therefore, and therefore, Employee the Executive agrees that, during his or her employment with the Company andEmployment Period and in the case of (x) termination for Cause, resignation (other than resignation for "Good Reason" following a "Change in Control") or, if applicable, the Employee terminates his or her employment with expiration (and non-renewal) of the Company for any reasonEmployment Period on December 1, 2000, for a three years thereafter, or (y) termination without Cause, during the period in which the Executive receives payments of one year thereafter Base Salary pursuant to paragraph 5(b) (without regard to the proviso contained therein) (the “Non-Compete applicable period being referred to herein as the "Noncompete Period”"), Employee he shall not directly or indirectly (whether as an owner, partner, shareholder, agent, officer, director, employee, independent contractor, consultant or otherwise) own any interest in, operate, invest inown, manage, control, participate in, consult with, render services for (alone for, or in association with any person or entity), in any manner engage in any business activity competing with the businesses of the Company or its subsidiaries as such businesses exist or are in process on behalf the date of a Competing Business the termination of the Executive's employment, within any geographical area in which the Company or its subsidiaries currently operates engage or plans plan to operateengage in such businesses. Nothing herein shall prohibit Employee the Executive from (i) being a passive owner of not more than 25% of the outstanding stock of any class of a corporation which is publicly traded, so long as Employee the Executive has no active participation in the business of such corporation. For purposes corporation or (ii) performing management consulting service; provided, however, that if ancillary to such management consulting services the Executive or his client requires market research consulting services that are performed by the Company or an affiliate thereof, he shall retain, or shall use his best efforts to cause his client to retain the Company or such affiliate for the performance of this paragraph, “Competing Business” means each of the following entities, together with their respective subsidiaries and affiliates: TJ Maxx, Xxxxxxxx’x, Xxxx Stores, Steinmart, Century 21, Xxxxxx Xxxxx, Xxxxxxxxxxxxx Stores and Daffy Dan’ssuch services.

Non-Compete, Non-Solicitation. (a) In further consideration of the Award granted compensation to Employee be paid to Executive hereunder, Employee Executive acknowledges and agrees that during the course of EmployeeExecutive’s employment with the Company and its subsidiaries Employee Subsidiaries Executive shall become familiar, and during Employee’s employment with the predecessors of the Company and its subsidiaries, Employee has become familiar, familiar with the Company’s trade secrets and with other confidential information Confidential Information and that EmployeeExecutive’s services have been and shall be of special, unique and extraordinary value to the Company and its subsidiariesSubsidiaries, and therefore, Employee Executive agrees that, during his or her employment with the Company and, if the Employee terminates his or her employment with the Company for any reason, and for a period of one year thereafter (the “Non-Compete Period”), Employee Executive shall not directly or indirectly (whether as an owner, partner, shareholder, agent, officer, director, employee, independent contractor, consultant or otherwise) own any interest in, operate, invest in, manage, control, participate in, consult with, render services for (alone or in association with any person or entity), in any manner engage in any business activity on behalf of a Competing Business within any geographical area in which the Company or its subsidiaries currently Subsidiaries operates or plans to operate. Nothing herein shall prohibit Employee Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Employee Executive has no active participation in the business of such corporation. For purposes of this paragraph, “Competing Business” means each of the following entities, together with their respective subsidiaries and affiliates: TJ Maxx, Xxxxxxxx’xMarshalls, Xxxx Stores, SteinmartXxxxx Mart, Century 21, 21 Xxxxxx Xxxxx, Xxxxx and Xxxxxxxxxxxxx Stores and Daffy Dan’sits affiliates, including, without limitation, Designer Shoe Warehouse (“DSW”).

Non-Compete, Non-Solicitation. (a) In further consideration of the Award granted compensation to Employee be paid to Executive hereunder, Employee Executive acknowledges and agrees that during the course of EmployeeExecutive’s employment with the Company and its subsidiaries Employee Subsidiaries Executive shall become familiar, and during Employee’s employment with the predecessors of the Company and its subsidiaries, Employee has become familiar, familiar with the Company’s trade secrets and with other confidential information Confidential Information and that EmployeeExecutive’s services have been and shall be of special, unique and extraordinary value to the Company and its subsidiariesSubsidiaries, and therefore, Employee Executive agrees that, during his or her employment with the Company and, if the Employee terminates his or her employment with the Company for any reason, and for a period of one year two (2) years thereafter (the “Non-Compete Period”), Employee Executive shall not directly or indirectly (whether as an owner, partner, shareholder, agent, officer, director, employee, independent contractor, consultant or otherwise) own any interest in, operate, invest in, manage, control, participate in, consult with, render services for (alone or in association with any person or entity), in any manner engage in any business activity on behalf of a Competing Business within any geographical area in which the Company or its subsidiaries currently Subsidiaries operates or plans plan to operate. Nothing herein shall prohibit Employee Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Employee Executive has no active participation in the business of such corporation. For purposes of this paragraph, “Competing Business” means each of the following entities, together with their respective subsidiaries and affiliates: TJ Maxx, Xxxxxxxx’xMarshalls, Xxxx Stores, SteinmartXxxxx Mart, Century 21, Xxxxxx Xxxxx, Xxxxxxxxxxxxx Stores and Stores, Daffy Dan’s, XX Xxxxxx, Bob’s Stores, and TK Maxx.

Non-Compete, Non-Solicitation. (a) In further consideration Executive hereby acknowledges that, during the course of his employment with the Award granted to Employee hereunder, Employee Company he has and shall become familiar with the Company’s and its affiliates’ trade secrets and other Confidential Information. Executive acknowledges and agrees that during the course of Employee’s employment with the Company and its subsidiaries Employee shall become familiar, and during Employee’s employment affiliates would be irreparably damaged if he were to provide services to or otherwise participate in the business of any person or entity competing with the predecessors of the Company and or its subsidiaries, Employee has become familiar, with the Company’s trade secrets and with other confidential information and that Employee’s Subsidiaries or providing services have been and shall be of special, unique and extraordinary value similar to the Company and its subsidiariesSubsidiaries and that any such competition or provision of services by Executive would result in a significant loss of goodwill by the Company and its Subsidiaries. Executive further acknowledges and agrees that the covenants and agreements set forth in this Paragraph 7 were a material inducement to the Company to enter into this Agreement and to perform its obligations hereunder, and thereforethat the Company would not obtain the benefit of the bargain set forth in this Agreement as specifically negotiated by the parties hereto if Executive breached the provisions of this Paragraph 7. Therefore, Employee Executive agrees that, during his or her employment with the Company and, if the Employee terminates his or her employment with the Company Employment Period and for any reason, for a period of one year 12 months thereafter (the “Non-Compete Noncompete Period”), Employee he shall not directly or indirectly (whether as an owner, partner, shareholder, agent, officer, director, employee, independent contractor, consultant or otherwise) own any interest in, operate, invest in, manage, control, participate inin (whether as an officer, director, employee, partner, agent, representative or otherwise), consult with, render services for (alone for, or in association with any person or entity), in any other manner engage in any business activity on behalf competing with the businesses of a Competing Business the Company or its Subsidiaries, as such businesses exist or are or were in the process of being developed during the Employment Period within North America or any other geographical area in which the Company or its subsidiaries currently operates Subsidiaries engage or plans plan to operateengage in such businesses. Nothing herein shall prohibit Employee Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, traded so long as Employee has no he does not have any active participation in the business of such corporation. For purposes of this paragraph, “Competing Business” means each of the following entities, together with their respective subsidiaries and affiliates: TJ Maxx, Xxxxxxxx’x, Xxxx Stores, Steinmart, Century 21, Xxxxxx Xxxxx, Xxxxxxxxxxxxx Stores and Daffy Dan’s.

Non-Compete, Non-Solicitation. (a) In further consideration of the Award granted to Employee hereunder, Employee Executive acknowledges and agrees that during in the course of Employee’s his employment with the Company and its subsidiaries Employee shall Subsidiaries he has become familiar, and during Employee’s employment with the predecessors of the Company and its subsidiaries, Employee has he will become familiar, with the Company’s 's and its Subsidiaries' trade secrets and with other confidential information Confidential Information and that Employee’s his services have been and shall will be of special, unique and extraordinary value to the Company and its subsidiariesSubsidiaries. Therefore, and therefore, Employee Executive agrees that, during his or her employment with the time he is employed by the Company and, and its Subsidiaries and for eighteen months thereafter if the Employee terminates his or her employment with Executive is entitled to receive any payments pursuant to the Company for any reason, for a period terms of one year thereafter Section 7(d) hereof (the “Non-Compete "Noncompete Period”"), Employee he shall not directly or indirectly (whether as an owner, partner, shareholder, agent, officer, director, employee, independent contractor, consultant or otherwise) own any interest inown, operate, invest in, manage, control, participate in, consult with, render advise, services for (alone for, or in association with any person or entity), in any manner engage in any business activity (including by himself or in association with any person, firm, corporate or other business organization or through any other entity) in competition with, or potential competition with, the businesses of the Company or its Subsidiaries as such businesses exist or are in process on behalf the date of a Competing Business the termination of Executive's employment, within any geographical area in which the Company or its subsidiaries currently operates Subsidiaries engage or plans plan to operateengage in such businesses. Nothing herein shall prohibit Employee Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Employee Executive has no active participation in the business of such corporation. For purposes of this paragraphSection 10(a), “Competing Business” means each the Non- Compete Period shall terminate and the Executive shall be released from his obligations under this Section 10(a), if at any time after a Termination an Executive who is eligible to receive payments pursuant to the terms of the following entities, together with their respective subsidiaries Section 7(d) hereof irrevocably and affiliates: TJ Maxx, Xxxxxxxx’x, Xxxx Stores, Steinmart, Century 21, Xxxxxx Xxxxx, Xxxxxxxxxxxxx Stores and Daffy Dan’sunconditionally waives in writing all rights to such payments.

Non-Compete, Non-Solicitation. (a) In further consideration of the Award granted compensation to Employee be paid to Executive hereunder, Employee Executive acknowledges and agrees that during the course of EmployeeExecutive’s employment with the Company and its subsidiaries Employee Subsidiaries Executive shall become familiar, and during Employee’s employment with the predecessors of the Company and its subsidiaries, Employee has become familiar, familiar with the Company’s trade secrets and with other confidential information Confidential Information and that EmployeeExecutive’s services have been and shall be of special, unique and extraordinary value to the Company and its subsidiariesSubsidiaries, and therefore, Employee Executive agrees that, during his or her employment with the Company and, if the Employee terminates his or her employment with the Company for any reason, and for a period of one year thereafter (the “Non-Compete Period”), Employee Executive shall not directly or indirectly (whether as an owner, partner, shareholder, agent, officer, director, employee, independent contractor, consultant or otherwise) own any interest in, operate, invest in, manage, control, participate in, consult with, render services for (alone or in association with any person or entity), in any manner engage in any business activity on behalf of a Competing Business within any geographical area in which the Company or its subsidiaries currently Subsidiaries operates or plans plan to operate. Nothing herein shall prohibit Employee Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Employee Executive has no active participation in the business of such corporation. For purposes of this paragraph, “Competing Business” means each of the following entities, together with their respective subsidiaries and affiliates: TJ Mxxx’x, XX Maxx, Xxxxxxxx’xMarshalls, Xxxx Rxxx Stores, SteinmartSxxxx Mart, Century 21, Xxxxxx Xxxxx, Xxxxxxxxxxxxx Stores Fxxxxx Mxxxx and Daffy Dan’s.Sxxxxxxxxxxxx Stores. 10

Non-Compete, Non-Solicitation. (a) In further consideration Executive hereby acknowledges that, during the course of his employment with the Award granted to Employee hereunder, Employee Company he has and shall become familiar with the Company’s and its affiliates’ trade secrets and other Confidential Information. Executive acknowledges and agrees that during the course of Employee’s employment with the Company and its subsidiaries Employee shall become familiar, and during Employee’s employment affiliates would be irreparably damaged if he were to provide services to or otherwise participate in the business of any person or entity competing with the predecessors of the Company and or its subsidiaries, Employee has become familiar, with the Company’s trade secrets and with other confidential information and that Employee’s Subsidiaries or providing services have been and shall be of special, unique and extraordinary value similar to the Company and its subsidiariesSubsidiaries and that any such competition or provision of services by Executive would result in a significant loss of goodwill by the Company and its Subsidiaries. Executive further acknowledges and agrees that the covenants and agreements set forth in this Paragraph 7 were a material inducement to the Company to enter into this Agreement and to perform its obligations hereunder, and thereforethat the Company would not obtain the benefit of the bargain set forth in this Agreement as specifically negotiated by the parties hereto if Executive breached the provisions of this Paragraph 7. Therefore, Employee Executive agrees that, during his or her employment with the Company and, if the Employee terminates his or her employment with the Company Employment Period and for any reason, for a period of one year 24 months thereafter (the “Non-Compete Noncompete Period”), Employee he shall not directly or indirectly (whether as an owner, partner, shareholder, agent, officer, director, employee, independent contractor, consultant or otherwise) own any interest in, operate, invest in, manage, control, participate inin (whether as an officer, director, employee, partner, agent, representative or otherwise), consult with, render services for (alone for, or in association with any person or entity), in any other manner engage in any business activity on behalf competing with the businesses of a Competing Business the Company or its Subsidiaries, as such businesses exist or are or were in the process of being developed during the Employment Period within North America or any other geographical area in which the Company or its subsidiaries currently operates Subsidiaries engage or plans plan to operateengage in such businesses. Nothing herein shall prohibit Employee Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, traded so long as Employee has no he does not have any active participation in the business of such corporation. For purposes of this paragraph, “Competing Business” means each of the following entities, together with their respective subsidiaries and affiliates: TJ Maxx, Xxxxxxxx’x, Xxxx Stores, Steinmart, Century 21, Xxxxxx Xxxxx, Xxxxxxxxxxxxx Stores and Daffy Dan’s.

Non-Compete, Non-Solicitation. (a) In further consideration of the Award granted compensation to Employee be paid to Executive hereunder, Employee Executive acknowledges and agrees that during the course of EmployeeExecutive’s employment with the Company and its subsidiaries Employee Subsidiaries Executive shall become familiar, and during Employee’s employment with the predecessors of the Company and its subsidiaries, Employee has become familiar, familiar with the Company’s trade secrets and with other confidential information Confidential Information and that EmployeeExecutive’s services have been and shall be of special, unique and extraordinary value to the Company and its subsidiariesSubsidiaries, and therefore, Employee Executive agrees that, during his her or her employment with the Company and, if the Employee terminates his or her employment with the Company for any reason, and for a period of one year thereafter (the “Non-Compete Period”), Employee Executive shall not directly or indirectly (whether as an owner, partner, shareholder, agent, officer, director, employee, independent contractor, consultant or otherwise) own any interest in, operate, invest in, manage, control, participate in, consult with, render services for (alone or in association with any person or entity), in any manner engage in any business activity on behalf of a Competing Business within any geographical area in which the Company or its subsidiaries currently Subsidiaries operates or plans plan to operate. Nothing herein shall prohibit Employee Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Employee Executive has no active participation in the business of such corporation. For purposes of this paragraph, “Competing Business” means each of the following entities, together with their respective subsidiaries and affiliates: TJ Mxxx’x, XX Maxx, Xxxxxxxx’xMarshalls, Xxxx Rxxx Stores, SteinmartSxxxx Mart, Century 21, Xxxxxx Xxxxx, Xxxxxxxxxxxxx Stores 21 Fxxxxx Mxxxx and Daffy Dan’sSxxxxxxxxxxxx Stores.