Common use of Non-Compete Clause in Contracts

Non-Compete. Employee acknowledges and recognizes the highly competitive ----------- nature of the Company's business and that Employee's duties hereunder justify restricting Employee's further employment following any termination of employment. The Employee agrees that so long as the Employee is employed by the Company, and (i) for a period of [two] years following the termination of this Agreement, Employee, except when acting at the request of the Company on behalf of or for the benefit of the Company, will not induce customers, agents or other sources of distribution of the Company's business under contract or doing business with the Company to terminate, reduce, alter or divert business with or from the Company, and (ii) for a period of one year following the termination of this Agreement, Employee shall not, directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, member or manager of a limited liability company, shareholder of a company that does not have securities registered under the Securities Exchange Act of 1934, as amended (the "1934 Act"), or shareholder in excess of one percent of a company that has securities registered under the 1934 Act, corporate officer or director, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with the business activities of the Company, in or about any market in which the Company has, or has publicly announced a plan for doing business. Employee further covenants and agrees that the restrictive covenant set forth in this paragraph is reasonable as to duration, terms and geographical area and that the same protects the legitimate interests of the Company, imposes no undue hardship on Employee, and is not injurious to the public. The covenant set forth under (ii) above shall not apply if Employee's employment is terminated within twelve months of a Change in Control as defined in of this Agreement. Ownership by Employee, for investment purposes only, of less than one percent of any class of securities of a corporation if said securities are listed on a national securities exchange or registered under the 1934 Act shall not constitute a breach of the covenant set forth under (ii) above. It is the desire and intent of the Parties that the provisions of this paragraph be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of paragraph shall be adjudicated to be invalid or unenforceable, this paragraph shall be deemed amended to apply in the broadest allowable manner and to delete therefrom the portion adjudicated to be invalid or unenforceable, such amendment and deletion to apply only with respect to the operation of paragraph in the particular jurisdiction in which that adjudication is made.

Non-Compete. (a) Employee acknowledges and recognizes the highly competitive ----------- nature of the Company's business and that Employee's duties hereunder justify restricting Employee's further employment following any termination of employment. The Employee agrees that so long as the Employee is employed by the Company, and (i) for a period of [two] years following the termination of this Agreement, Employee, except when acting at the request of the Company on behalf of or for the benefit of the Company, (i) will not induce customers, agents or other sources of distribution of the Company's business under contract contract, doing business with the Company, or doing in negotiations to do business with the Company to terminate, reduce, alter or divert business with or from the Company, and (ii) for a period will not, directly or indirectly, solicit or induce, or enter into any discussions that would have the effect of one year following soliciting or inducing, any individual that was, within ninety days prior to the termination of this Agreement, Employee an employee of Company or any of Company's affiliates to leave the Company or such affiliate of the Company, (iii) will not, directly or indirectly, employ any individual that was, within ninety days prior to the termination of this Agreement, an employee of either the Company or an affiliate of the Company, and (iv) shall not, directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, member or manager of a limited liability company, shareholder of a company that does not have securities registered under the Securities Exchange Act of 1934, as amended (the "1934 Act"), or shareholder in excess of one percent of a company that has securities registered under the 1934 Act, corporate officer or director, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with the business activities of the Company, in or about any market in which the Company has, or has publicly announced a plan for doing business. Employee further covenants and agrees that the restrictive covenant set forth in this paragraph is reasonable as to duration, terms terms, and geographical area and that the same protects the legitimate interests of the Company, imposes no undue hardship on Employee, and is not injurious to the public. The covenant set forth under (ii) above shall not apply if Employee's employment is terminated within twelve months of a Change in Control as defined in of this Agreement. Ownership by Employee, for investment purposes only, of less than one percent of any class of securities of a corporation if said securities are listed on a national securities exchange or registered under the 1934 Act shall not constitute a breach of the covenant set forth under (iiiv) above. It is the desire and intent of the Parties that the provisions of this paragraph be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this paragraph shall be adjudicated to be invalid or unenforceable, this paragraph shall be deemed amended to apply in the broadest allowable manner and to delete therefrom the portion adjudicated to be invalid or unenforceable, such amendment and deletion to apply only with respect to the operation of paragraph in the particular jurisdiction in which that adjudication is made.

Non-Compete. Employee acknowledges The Executive agrees during the period commencing on the date hereof and recognizes ending twenty-four (24) months following the highly competitive ----------- nature conclusion of the Company's Term (the "Non-Compete Period"), not to, directly or indirectly (including through any affiliate), (a) compete with Company or its subsidiaries or the business and that Employee's duties hereunder justify restricting Employee's further employment following any termination of employment. The Employee agrees that so long as the Employee is employed by the Company, and (i) for a period of [two] years following the termination of this Agreement, Employee, except when acting at the request of the Company or its subsidiaries as conducted on behalf of or for the benefit last date of the Company, will not induce customers, agents Term (the "Business") or (b) (other sources of distribution of the Company's business under contract or doing business with the Company to terminate, reduce, alter or divert business with or from the Company, and (ii) for a period of one year following the termination of this Agreement, Employee shall not, directly or indirectly, either than as a principaldirector, employee, agent, employee, employer, consultant, partnershareholder, member or manager of the Business or the Company) as an individual proprietor, partner, shareholder, member, equity holder, officer, director, manager, employee, consultant, independent contractor, joint venturer, investor or lender or otherwise, participate in any business or enterprise engaged anywhere in the United States in the provision of any services that are the same as, substantially similar to or competitive with the services that the Company or any of its subsidiaries was selling or providing or, to the Executive's knowledge, actively planning to sell or provide, during the twelve months preceding the end of the Term (each, a limited liability company"Competing Business"), shareholder provided that this clause (b) shall not be construed to prevent the Executive from being employed by a division or a subsidiary of a company that does Competing Business if the Executive's services to such division or subsidiary do not, in fact, compete with the Company or any of its subsidiaries. The foregoing restrictions shall not have be construed to prohibit the ownership by the Executive of (i) not more than three percent (3%) of any class of equity securities of any corporation having a class of equity securities registered under pursuant to the Securities Exchange Act of 1934, as amended 1934 (the a "1934 Actpublic company"), or shareholder in excess of one percent of a company ) that has securities registered under the 1934 Act, corporate officer or director, or in are publicly owned and regularly traded on any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with the business activities of the Company, in or about any market in which the Company has, or has publicly announced a plan for doing business. Employee further covenants and agrees that the restrictive covenant set forth in this paragraph is reasonable as to duration, terms and geographical area and that the same protects the legitimate interests of the Company, imposes no undue hardship on Employee, and is not injurious to the public. The covenant set forth under (ii) above shall not apply if Employee's employment is terminated within twelve months of a Change in Control as defined in of this Agreement. Ownership by Employee, for investment purposes only, of less than one percent of any class of securities of a corporation if said securities are listed on a national securities exchange or registered under the 1934 Act shall not constitute a breach of the covenant set forth under over-the-counter market or (ii) above. It is the desire and intent debt instruments of the Parties that the provisions of this paragraph be enforced to the fullest extent permissible under the laws and any privately owned entity, governmental entity, governmental entity, quasi-governmental entity, bond issuer or public policies applied in each jurisdiction in which enforcement is sought. Accordinglycompany, if any particular portion of paragraph shall be adjudicated to be invalid or unenforceableif, this paragraph shall be deemed amended to apply in the broadest allowable manner and to delete therefrom the portion adjudicated to be invalid or unenforceable, such amendment and deletion to apply only with respect to both clauses (i) and (ii), such ownership represents a personal investment and the operation Executive does not either directly or indirectly in any way manage or exercise control of paragraph any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations or otherwise take part in its business other than exercising the particular jurisdiction in which that adjudication is madeExecutive's rights as a debt or equity holder, or seek to do any of the foregoing.

Non-Compete. Employee acknowledges and recognizes the highly competitive ----------- nature In further consideration of the Company's business and compensation to be paid to Executive hereunder, Executive acknowledges that Employee's duties hereunder justify restricting Employee's further during the course of his employment following any termination of employment. The Employee agrees that so long as the Employee is employed by the Company, and (i) for a period of [two] years following the termination of this Agreement, Employee, except when acting at the request of the Company on behalf of or for the benefit of the Company, will not induce customers, agents or other sources of distribution of the Company's business under contract or doing business with the Company to terminate, reduce, alter or divert business and its Subsidiaries he has and shall become familiar with or from the Company’s trade secrets and with other Confidential Information and that his services have been and shall continue to be of special, unique and (ii) extraordinary value to the Company and its Subsidiaries. Therefore, Executive agrees that, during the Employment Period and for a period of one year following either the date of termination of this Agreementthe Employment Period for any reason or the Expiration Date, Employee Executive shall not, directly or indirectlyindirectly own any interest in, either as a principalmanage, agentcontrol, employeeparticipate in, employerconsult with, consultantrender services for, partnerbe employed in an executive, member managerial or manager of a limited liability company, shareholder of a company that does not have securities registered under the Securities Exchange Act of 1934, as amended (the "1934 Act"), or shareholder in excess of one percent of a company that has securities registered under the 1934 Act, corporate officer or directoradministrative capacity by, or in any other individual or representative capacity, manner engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever competing with the business activities businesses of the CompanyCompany or its Subsidiaries, as such businesses exist or are in the process of being implemented during the Employment Period or about on the date of the termination or expiration of the Employment Period, within any market geographical area in which the Company has, or has publicly announced a its Subsidiaries engage or plan for doing businessto engage in such businesses. Employee further covenants and agrees Executive acknowledges (i) that the restrictive covenant set forth in this paragraph is reasonable as to duration, terms and geographical area and that the same protects the legitimate interests business of the CompanyCompany and its Subsidiaries will be conducted throughout the United States, imposes no undue hardship on Employee, and is not injurious to the public. The covenant set forth under (ii) above notwithstanding the state of incorporation or principal office of the Company or any of its Subsidiaries, or any of its executives or employees (including the Executive), it is expected that the Company and its Subsidiaries will have business activities and have valuable business relationships within its industry throughout the United States and (iii) as part of his responsibilities, Executive will be traveling throughout the United States in furtherance of the business and relationships of the Company and its Subsidiaries. Nothing herein shall prohibit Executive from being a passive owner of not apply if Employee's employment is terminated within twelve months more than 2% of a Change in Control as defined in of this Agreement. Ownership by Employee, for investment purposes only, of less than one percent the outstanding stock of any class of securities of a corporation if said securities are listed on a national securities exchange or registered under the 1934 Act shall not constitute a breach of the covenant set forth under (ii) above. It which is the desire and intent of the Parties that the provisions of this paragraph be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordinglypublicly traded, if any particular portion of paragraph shall be adjudicated to be invalid or unenforceable, this paragraph shall be deemed amended to apply so long as Executive has no active participation in the broadest allowable manner and to delete therefrom the portion adjudicated to be invalid or unenforceable, business of such amendment and deletion to apply only with respect to the operation of paragraph in the particular jurisdiction in which that adjudication is madecorporation.

Non-Compete. Employee acknowledges and recognizes the highly competitive ----------- nature of the Company's business and that Employee's duties hereunder justify restricting Employee's further employment following any termination of employment. The Employee agrees that so long as the Employee is employed by the Company, and (i) for a period of [two] two years following the termination of this Agreement, Employee, except when acting at the request of the Company on behalf of or for the benefit of the Company, will not induce customers, agents or other sources of distribution of the Company's business under contract or doing business with the Company to terminate, reduce, alter or divert business with or from the Company, and (ii) for a period of one year following the termination of this Agreement, Employee shall not, directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, member or manager of a limited liability company, shareholder of a company that does not have securities registered under the Securities Exchange Act of 1934, as amended 1934 (the "1934 Act"), or shareholder in excess of one percent of a company that has securities registered under the 1934 Act, corporate officer or director, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with the business activities of the CompanyEmployer, in or about any market in which the Company Employer has, or has publicly announced a plan for doing business. Employee further covenants and agrees that the restrictive covenant set forth in this paragraph is reasonable as to duration, terms terms, and geographical area and that the same protects the legitimate interests of the CompanyEmployer, imposes no undue hardship on Employee, and is not injurious to the public. The covenant set forth under (ii) above shall not apply if Employee's employment is terminated within twelve months of a Change in Control as defined in of this Agreement. Ownership by Employee, for investment purposes only, of less than one percent of any class of securities of a corporation if said securities are listed on a national securities exchange or registered under the 1934 Act shall not constitute a breach of the covenant set forth under (ii) above. It is the desire and intent of the Parties that the provisions of this paragraph be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of paragraph shall be adjudicated to be invalid or unenforceable, this paragraph shall be deemed amended to apply in the broadest allowable manner and to delete therefrom the portion adjudicated to be invalid or unenforceable, such amendment and deletion to apply only with respect to the operation of paragraph in the particular jurisdiction in which that adjudication is made.

Non-Compete. Employee acknowledges and recognizes the highly competitive ----------- nature In consideration of the Company's business ’s agreements herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Executive agrees, in addition to any other obligation imposed by this Section 6, that Employee's duties hereunder justify restricting Employee's further employment following any termination of employment. The Employee agrees that so long as the Employee is employed by the Company, and (i) for a period of [two] years following the termination of this Agreement, Employee, except when acting at the request of the Company on behalf of or for the benefit of the Company, he will not induce customers, agents or other sources of distribution of the Company's business under contract or doing business with the Company to terminate, reduce, alter or divert business with or from the Company, and (ii) for a period of one year following the termination of this Agreement, Employee shall not, during the period beginning on the Date of Termination and ending on the second anniversary thereof (the “Non-Compete Period”), engage directly or indirectly, either whether as a principal, agent, an employee, employerindependent contractor, consultant, partner, member shareholder or manager otherwise, in a business or other endeavor which is competitive with or similar to any business of a limited liability companythe Company (including without limitation any business related to the production, shareholder distribution or other exploitation of a company that does not have securities registered under the Securities Exchange Act of 1934, as amended (the "1934 Act"made for television movies or miniseries), or shareholder any business which as of the Date of Termination is contemplated by the Company and has been formally considered by the Board at a meeting (any such business or endeavor, a “Competitive Business”), anywhere in excess the world. Notwithstanding the foregoing, at any time during the Non-Compete Period the Executive may request in writing to the Board that the Board consent to the Executive’s direct or indirect engagement in, ownership of one percent equity interest in, or management or operation of (whether as a company that has securities registered under the 1934 Act, corporate officer or director, officer, employee, agent, representative, security holder, consultant or otherwise) any Competitive Business which derives less than 10% of its aggregate annual revenues from the production, distribution or other exploitation of made for television movies or miniseries, which request the Board shall consider in any other individual or representative capacitygood faith based upon the Board’s determination of the potential impact of the Executive’s involvement in such Competitive Business on the Company and its stockholders. The Executive specifically acknowledges that he is of special, engage or otherwise participate in any manner or fashion in any business unique and extraordinary value to the Company and that is in competition in any manner whatsoever with the business activities as a key executive of the Company, he has access to all confidential information, trade secrets, and the like, of the Company, that he has independent means of supporting himself and his family; and that in or about any market in which view of the foregoing, the restrictions imposed by this Section 6(f) are reasonably necessary to protect the Company hasagainst unfair competition by the Executive and are not unduly burdensome to the Executive. In addition, notwithstanding any provision of Section 6(d) or has publicly announced 6(f) to the contrary, the restrictions on the Executive under Section 6(d) and/or 6(f) shall terminate upon the 60th day following the Company’s filing for relief under Chapter 7 of the United States Bankruptcy Code (provided that such Chapter 7 case is not converted into a Chapter 11 case under the United States Bankruptcy Code within the 60 day period following the Company’s Chapter 7 filing). The parties acknowledge and agree that if the Chapter 7 case described in the preceding sentence is timely converted into a Chapter 11 case but the Company is nevertheless liquidated rather than reorganized, then the restrictions on the Executive under Section 6(d) and/or 6(f) shall terminate upon the effective date of a liquidating plan of reorganization under Chapter 11. For the avoidance of doubt, in no event shall the Company’s filing for doing businessrelief under Chapter 7 of the United States Bankruptcy Code (whether or not converted into a Chapter 11 case) cause the Non-Compete Period to extend beyond the second anniversary of the Date of Termination. Employee further covenants and agrees that Furthermore, notwithstanding any other provision of this Section 6(f), if the Company fails to make any payment to the Executive pursuant to Section 5(b)(i) (other than in accordance with Section 5(b)(i)(B) due to the Executive’s violation of any restrictive covenant set forth in this paragraph is reasonable as to durationSection 6) and the Executive notifies the Company of such failure in accordance with the notice provisions set forth in Section 10, terms and geographical area and that then the same protects Non-Compete Period shall expire after the legitimate interests of third business day following the date the Company receives such notice from the Executive, but only if the Company has not cured the failure during the three-business day period following the Company, imposes no undue hardship on Employee, and is not injurious to the public. The covenant set forth under (ii) above shall not apply if Employee's employment is terminated within twelve months ’s receipt of a Change in Control as defined in of this Agreement. Ownership by Employee, for investment purposes only, of less than one percent of any class of securities of a corporation if said securities are listed on a national securities exchange or registered under the 1934 Act shall not constitute a breach of the covenant set forth under (ii) above. It is the desire and intent of the Parties that the provisions of this paragraph be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of paragraph shall be adjudicated to be invalid or unenforceable, this paragraph shall be deemed amended to apply in the broadest allowable manner and to delete therefrom the portion adjudicated to be invalid or unenforceable, such amendment and deletion to apply only with respect to the operation of paragraph in the particular jurisdiction in which that adjudication is madenotice.

Non-Compete. Employee acknowledges and recognizes the highly competitive ----------- nature of the Company's business and that Employee's duties hereunder justify restricting Employee's further employment following any termination of employment. The Employee agrees that so long as the Employee is employed by the Company, and (i) for a period of [two] two years following the termination of this Agreement, Employee, except when acting at the request of the Company on behalf of or for the benefit of the Company, will not induce customers, agents or other sources of distribution of the Company's business under contract or doing business with the Company to terminate, reduce, alter or divert business with or from the Company, and (ii) for a period of one year following the termination of this Agreement, Employee shall not, directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, member or manager of a limited liability company, shareholder of a company that does not have securities registered under the Securities Exchange Act of 1934, as amended 1934 (the "“1934 Act"”), or shareholder in excess of one percent of a company that has securities registered under the 1934 Act, corporate officer or director, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with the business activities of the CompanyEmployer, in or about any market in which the Company Employer has, or has publicly announced a plan for doing business. Employee further covenants and agrees that the restrictive covenant set forth in this paragraph is reasonable as to duration, terms terms, and geographical area and that the same protects the legitimate interests of the CompanyEmployer, imposes no undue hardship on Employee, and is not injurious to the public. The covenant set forth under (ii) above shall not apply if Employee's employment is terminated within twelve months of a Change in Control as defined in of this Agreement. Ownership by Employee, for investment purposes only, of less than one percent of any class of securities of a corporation if said securities are listed on a national securities exchange or registered under the 1934 Act shall not constitute a breach of the covenant set forth under (ii) above. It is the desire and intent of the Parties that the provisions of this paragraph be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of paragraph shall be adjudicated to be invalid or unenforceable, this paragraph shall be deemed amended to apply in the broadest allowable manner and to delete therefrom the portion adjudicated to be invalid or unenforceable, such amendment and deletion to apply only with respect to the operation of paragraph in the particular jurisdiction in which that adjudication is made.

Non-Compete. (a) Employee acknowledges and recognizes the highly competitive ----------- nature of the Company's ’s business and that Employee's ’s duties hereunder justify restricting Employee's ’s further employment following any termination of employment. The Employee agrees that so long as the Employee is employed by the Company, and (i) for a period of [two] years following the termination of this Agreement, Employee, except when acting at the request of the Company on behalf of or for the benefit of the Company, (i) will not induce customers, agents or other sources of distribution of the Company's ’s business under contract contract, doing business with the Company, or doing in negotiations to do business with the Company to terminate, reduce, alter or divert business with or from the Company, and (ii) for a period will not, directly or indirectly, solicit or induce, or enter into any discussions that would have the effect of one year following soliciting or inducing, any individual that was, within ninety days prior to the termination of this Agreement, Employee an employee of Company or any of Company’s affiliates to leave the Company or such affiliate of the Company, (iii) will not, directly or indirectly, employ any individual that was, within ninety days prior to the termination of this Agreement, an employee of either the Company or an affiliate of the Company, and (iv) shall not, directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, member or manager of a limited liability company, shareholder of a company that does not have securities registered under the Securities Exchange Act of 1934, as amended (the "“1934 Act"”), or shareholder in excess of one percent of a company that has securities registered under the 1934 Act, corporate officer or director, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with the business activities of the Company, in or about any market in which the Company has, or has publicly announced a plan for doing business. Employee further covenants and agrees that the restrictive covenant set forth in this paragraph is reasonable as to duration, terms terms, and geographical area and that the same protects the legitimate interests of the Company, imposes no undue hardship on Employee, and is not injurious to the public. The covenant set forth under (ii) above shall not apply if Employee's employment is terminated within twelve months of a Change in Control as defined in of this Agreement. Ownership by Employee, for investment purposes only, of less than one percent of any class of securities of a corporation if said securities are listed on a national securities exchange or registered under the 1934 Act shall not constitute a breach of the covenant set forth under (iiiv) above. It is the desire and intent of the Parties that the provisions of this paragraph be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this paragraph shall be adjudicated to be invalid or unenforceable, this paragraph shall be deemed amended to apply in the broadest allowable manner and to delete therefrom the portion adjudicated to be invalid or unenforceable, such amendment and deletion to apply only with respect to the operation of paragraph in the particular jurisdiction in which that adjudication is made.

Non-Compete. Employee acknowledges and recognizes the highly competitive ----------- nature of the Company's ’s business and that Employee's ’s duties hereunder justify restricting certain of Employee's further employment ’s actions following any termination of employment. The Employee agrees that so long as the Employee is employed by the Company, Company and (i) for a period of [two] years following the one (1) year after termination of this Agreementemployment, Employee, except when acting at the request of the Company on behalf of or for the benefit of the Company, will not induce customers, agents or other sources of distribution of the Company's ’s business under contract or doing business with the Company to terminate, reduce, alter or divert business with or from the Company, and (ii) for a period of one year following and, during the termination term of this Agreement, Employee shall not, directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, member or manager of a limited liability company, shareholder of a company that does not have securities registered under the Securities Exchange Act of 1934, as amended 1934 (the "“1934 Act"”), or shareholder in excess of one percent of a company that has securities registered under the 1934 Act, corporate officer or director, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with the business activities of the Company, in or about any market in which the Company has, or has publicly announced a plan for doing business. Employee further covenants and agrees that the restrictive covenant set forth in this paragraph is reasonable as to duration, terms terms, and geographical area and that the same protects the legitimate interests of the Company, imposes no undue hardship on Employee, and is not injurious to the public. The covenant set forth under (ii) above shall not apply if Employee's employment is terminated within twelve months of a Change in Control as defined in of this Agreement. Ownership by Employee, for investment purposes only, of less than one percent of any class of securities of a corporation if said securities are listed on a national securities exchange or registered under the 1934 Act shall not constitute a breach of the covenant set forth under (ii) above. It is the desire and intent of the Parties that the provisions of this paragraph be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of paragraph shall be adjudicated to be invalid or unenforceable, this paragraph shall be deemed amended to apply in the broadest allowable manner and to delete therefrom the portion adjudicated to be invalid or unenforceable, such amendment and deletion to apply only with respect to the operation of paragraph in the particular jurisdiction in which that adjudication is made.

Non-Compete. Employee acknowledges and recognizes the highly competitive ----------- nature of the Company's ’s business and that Employee's ’s duties hereunder justify restricting Employee's ’s further employment following any termination of employment. The Employee agrees that so long as the Employee is employed by the Company, and (i) for a period of [two] two years following the termination of this Agreement, Employee, except when acting at the request of the Company on behalf of or for the benefit of the Company, will not induce customers, agents or other sources of distribution of the Company's ’s business under contract or doing business with the Company to terminate, reduce, alter or divert business with or from the Company, and (ii) for a period of one year following the termination of this Agreement, Employee shall not, directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, member or manager of a limited liability company, shareholder of a company that does not have securities registered under the Securities Exchange Act of 1934, as amended 1934 (the "“1934 Act"”), or shareholder in excess of one percent of a company that has securities registered under the 1934 Act, corporate officer or director, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with the business activities of the Company, in or about any market in which the Company has, or has publicly announced a plan for doing business. Employee further covenants and agrees that the restrictive covenant set forth in this paragraph is reasonable as to duration, terms terms, and geographical area and that the same protects the legitimate interests of the Company, imposes no undue hardship on Employee, and is not injurious to the public. The covenant set forth under (ii) above shall not apply if Employee's ’s employment is terminated within twelve months of a Change in Control as defined in of this Agreement. Ownership by Employee, for investment purposes only, of less than one percent of any class of securities of a corporation if said securities are listed on a national securities exchange or registered under the 1934 Act shall not constitute a breach of the covenant set forth under (ii) above. It is the desire and intent of the Parties that the provisions of this paragraph be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of paragraph shall be adjudicated to be invalid or unenforceable, this paragraph shall be deemed amended to apply in the broadest allowable manner and to delete therefrom the portion adjudicated to be invalid or unenforceable, such amendment and deletion to apply only with respect to the operation of paragraph in the particular jurisdiction in which that adjudication is made.

Non-Compete. Employee acknowledges Except as to Seller and recognizes its Affiliates as required in the highly competitive ----------- nature Other Agreements and as to Purchaser and its Affiliates with respect to Product and as provided in this Agreement, neither Seller nor Purchaser nor any of the Company's business and that Employee's duties hereunder justify restricting Employee's further employment following any termination of employment. The Employee agrees that so long as the Employee is employed by the Companytheir respective Affiliates, and (i) for a period of commencing on the Execution Date and ending on [two] years following the termination of this Agreement***], Employee, except when acting at the request of the Company on behalf of or for the benefit of the Company, will not induce customers, agents or other sources of distribution of the Company's business under contract or doing business with the Company to terminate, reduce, alter or divert business with or from the Company, and (ii) for a period of one year following the termination of this Agreement, Employee shall notshall, directly or indirectly, either as Manufacture or Distribute a principalCompetitive Product in the Territory. In addition, agentSeller agrees that neither it, employeenor any of its Affiliates, employerwill utilize the information on the Clinical Trial Database to conduct any analysis of the safety or efficacy of the Product without the prior consent of Purchaser, consultantwhich consent will not be unreasonably withheld; however, partnerPurchaser acknowledges and agrees that Seller and its Affiliates may, member without the prior consent of Purchaser, utilize any information on the Clinical Trial Database for any other purpose whatsoever, including in connection with (i) any litigation relating to the Product and/or Business inside and outside of the Territory, and/or (ii) submitting and/or maintaining any regulatory or manager governmental filings/approvals for Product outside of the Territory, including responding to correspondence or inquiries from regulatory or other governmental authorities. Without limiting the foregoing covenant, in the event Seller, Purchaser or their respective Affiliate proposes to acquire any business (or assets) that includes a limited liability companyCompetitive Product which represent [***] percent ([***]%) or more of the net sales of the acquired business or assets, shareholder of a company that does not have securities registered under the Securities Exchange Act of 1934, as amended Seller or Purchaser or their respective applicable Affiliate (the "1934 ActAcquiring Party"), must divest the Competitive Product within [***] from the effective date of the closing of the acquisition. If Seller, Purchaser or shareholder in excess any of one percent of their respective Affiliates is acquired by or merges with a company Third Party that has securities registered a Competitive Product, neither the applicable Party nor any of its Affiliates will have any obligations under the 1934 Act, corporate officer or director, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with the business activities of the Company, in or about any market in which the Company has, or has publicly announced a plan for doing business. Employee further covenants and agrees that the restrictive covenant set forth in this paragraph is reasonable as to duration, terms and geographical area and that the same protects the legitimate interests of the Company, imposes no undue hardship on Employee, and is not injurious to the public. The covenant set forth under (ii) above shall not apply if Employee's employment is terminated within twelve months of a Change in Control as defined in of this Agreement. Ownership by Employee, for investment purposes only, of less than one percent of any class of securities of a corporation if said securities are listed on a national securities exchange or registered under the 1934 Act shall not constitute a breach of the covenant set forth under (ii) above. It is the desire and intent of the Parties that the provisions of this paragraph be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of paragraph shall be adjudicated to be invalid or unenforceable, this paragraph shall be deemed amended to apply in the broadest allowable manner and to delete therefrom the portion adjudicated to be invalid or unenforceable, such amendment and deletion to apply only Section 8.7 with respect to such Competitive Product; provided, that, the operation division, subsidiary or business group of paragraph the surviving party in such change of control that pursues such Competitive Product shall not have access to, and shall not refer to, rely upon or use in any manner, the particular jurisdiction in which that adjudication is madePurchased Assets.

Non-Compete. Employee acknowledges Executive covenants and recognizes agrees with the highly competitive ----------- nature of the Company's business and that Employee's duties hereunder justify restricting Employee's further employment following any termination of employment. The Employee agrees Company that so long as the Employee he/she is employed by the Company, Company and (i) for a period of [two] years following at lease twenty-four (24) months or not less than the period that he/she received monthly payments from the Company (whichever is the longer period) after termination of this Agreement, Employee, except when acting at Executive’s employment by Executive under Section3(b) titled “Voluntary,” or by the request Company under Section 3(e) titled “For Cause,” or after termination of the Executive’s employment by Company on behalf under Section 3 ( c) titled “Without Cause,” or termination of Executive’s employment by Executive under Section 3(f) titled “Termination After Change of Control,” or after termination of Executive’s employment by Executive under Section 3(g) “Termination for the benefit of the Company, Good Reason,” Executive will not induce customers, agents engage or other sources of distribution of the Company's business under contract or doing business with the Company to terminate, reduce, alter or divert business with or from the Company, and (ii) for a period of one year following the termination of this Agreement, Employee shall notparticipate, directly or indirectly, either as a principal, agent, employee, employer, consultant, advisor, sole proprietor, stockholder, partner, member or manager of a limited liability companyindependent contractor, shareholder of a company that does not have securities registered under the Securities Exchange Act of 1934trustee, as amended (the "1934 Act"), or shareholder in excess of one percent of a company that has securities registered under the 1934 Act, corporate officer or director, joint venturer or in any other individual or representative capacitycapacity whatever, engage in the conduct or otherwise participate in management of, or own any manner stock or fashion other proprietary interest in, or debt of, any business organization, person, firm, partnership, association, corporation, enterprise or other entity that shall be engaged in any business (whether in operation or in the planning, research or development stage) that is in competition in any manner whatsoever with a Competitive Business (as hereinafter defined), unless Executive shall obtain the business activities prior written consent of the CompanyBoard, given in or about any market in its sole discretion, which the Company has, or has publicly announced a plan for doing business. Employee further covenants and agrees that the restrictive covenant set forth in this paragraph is reasonable as consent shall make express reference to duration, terms and geographical area and that the same protects the legitimate interests of the Company, imposes no undue hardship on Employee, and is not injurious to the public. The covenant set forth under (ii) above shall not apply if Employee's employment is terminated within twelve months of a Change in Control as defined in of this Agreement. Ownership by EmployeeNotwithstanding the foregoing, for investment purposes only, of less than one percent of Executive may make passive investments in any class of securities of a corporation if said securities are company whose stock is listed on a national securities exchange or registered under traded in the 1934 Act shall over-the-counter market so long as he/she does not constitute a breach come to own, directly or indirectly, more than 5% of the covenant set forth under (ii) aboveequity securities of such company. It For purposes of this Agreement, a “Competitive Business” is a business that derives 10% or more of its revenue from markets in which the desire and intent Company provides products and/or services as of the Parties that the provisions of this paragraph be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement date Executive’s employment is sought. Accordingly, if any particular portion of paragraph shall be adjudicated to be invalid or unenforceable, this paragraph shall be deemed amended to apply in the broadest allowable manner and to delete therefrom the portion adjudicated to be invalid or unenforceable, such amendment and deletion to apply only with respect to the operation of paragraph in the particular jurisdiction in which that adjudication is madeterminated.

Non-Compete. Employee acknowledges and recognizes the highly competitive ----------- nature of the Company's business and that Employee's duties hereunder justify restricting Employee's further employment following any termination of employment. The Employee agrees that so long as the Employee is employed by the Company, and (i) for a period of [two] two years following the termination of this Agreement, Employee, except when acting at the request of the Company on behalf of or for the benefit of the Company, will not induce customers, agents or other sources of distribution of the Company's business under contract or doing business with the Company to terminate, reduce, alter or divert business with or from the Company, and (ii) for a period of one year following the termination of this Agreement, Employee shall notwill not compete, directly or indirectlywithin the State of Colorado, either as a principal, agent, employee, employer, consultant, partner, member or manager of a limited liability company, shareholder of a company that does not have securities registered under with the Securities Exchange Act of 1934, as amended (the "1934 Act")Company, or shareholder in excess of one percent of a company that has securities registered under the 1934 Act, corporate participate as an officer or director, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion a principal in any business that is in competition in any manner whatsoever with the business activities includes part or all of the Company's Area Of Business, in or about any market in which the Company has, or has publicly announced a plan for doing business. Employee further covenants and agrees that the restrictive covenant set forth in this paragraph is reasonable as to duration, terms and geographical area and that the same protects the legitimate interests of the Company, imposes no undue hardship on Employee, and is not injurious to the publicdefined below. The covenant set forth under (ii) above shall not apply if Employee's employment is terminated within twelve months 90 days of a Change in In Control as defined in Section 7.6 of this Agreement. Ownership by Employee, for investment purposes only, of less than one five percent of any class of securities of a corporation if said securities are listed on a national securities exchange or registered under the 1934 Securities Exchange Act of 1934, as amended, shall not constitute a breach of the covenant set forth under (ii) above. The Company's Area Of Business includes the acquisition and operation of real estate properties with specific focus of investment and acquisition activities in the office/industrial sector. It is the desire and intent of the Parties that the provisions of this paragraph Section 9 be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of paragraph Section 9 shall be adjudicated to be invalid or unenforceable, this paragraph Section 9 shall be deemed amended to apply in the broadest allowable manner and to delete therefrom the portion adjudicated to be invalid or unenforceable, such amendment and deletion to apply only with respect to the operation of paragraph Section 9 in the particular jurisdiction in which that adjudication is made.

Non-Compete. In further consideration of the compensation to be paid to Employee hereunder, Employee acknowledges that in the course of their employment with Employer and recognizes the highly competitive ----------- nature of the Company's business its subsidiaries and affiliates they shall become familiar, and during their employment with Employer they have become familiar, with Employer’s trade secrets and with other confidential information concerning Employer and its predecessors and its subsidiaries and affiliates and that Employee's duties hereunder justify restricting Employee's further employment following any termination their services have been and shall be of employmentspecial, unique and extraordinary value to Employer. The Therefore, Employee agrees that so long as the Employee is employed by the Company, during their employment and (i) for a period of [two] years following the termination of this Agreement, Employee, except when acting at the request of the Company on behalf of or for the benefit of the Company, will not induce customers, agents or other sources of distribution of the Company's business under contract or doing business with the Company to terminate, reduce, alter or divert business with or from the Company, and (ii) for a period of one year following their last day of employment for any reason (hereafter referred to as the termination of this Agreement“Non-compete Period”), Employee shall not, not directly or indirectlyindirectly own any interest in, either as a principalmanage, agentcontrol, employeeparticipate in, employerconsult with, consultant, partner, member or manager of a limited liability company, shareholder of a company that does not have securities registered under the Securities Exchange Act of 1934, as amended (the "1934 Act"), or shareholder in excess of one percent of a company that has securities registered under the 1934 Act, corporate officer or directorrender services for, or in any other individual or representative capacity, manner engage or otherwise participate in any manner or fashion in any business or enterprise identical to or similar to any such business which is engaged in by Employer, its subsidiaries or affiliates or any of their respective franchises, which shall include any restaurant business that is in competition in any manner whatsoever with derives more than 25% of its revenues from the business activities sale of steak and steak dishes and which has an average guest check greater than $65, escalating by five percent (5%) per year, (the “Business”), as of the Companydate of this Agreement and which is located in the United States, in or about any market in which shall for purposes of illustration and not limitation include the Company hasfollowing chains and their parent companies, or has publicly announced subsidiaries and other affiliates: Xxxxxx’x Restaurant Group, The Palm, Xxxxx & Wollensky, Del Frisco’s, Sullivan’s, The Capital Grille, Mastro’s, Fleming’s, and Xxxxx’x. Nothing herein shall prohibit Employee from being a plan for doing business. Employee further covenants and agrees that the restrictive covenant set forth in this paragraph is reasonable as to duration, terms and geographical area and that the same protects the legitimate interests passive owner of not more than 2% of the Company, imposes no undue hardship on Employee, and is not injurious to the public. The covenant set forth under (ii) above shall not apply if Employee's employment is terminated within twelve months of a Change in Control as defined in of this Agreement. Ownership by Employee, for investment purposes only, of less than one percent outstanding stock of any class of securities a corporation that is publicly traded, so long as Employee has no active participation in the business of such corporation. This restriction will not apply if Employee is employed as an officer of a corporation if said securities are listed on business, including, but not limited to, a national securities exchange casino or registered under the 1934 Act shall not constitute a breach hotel, that as an ancillary service provides fine dining as defined in this paragraph. The term “ancillary” assumes that less than fifty percent (50%) of the covenant set forth under (ii) above. It is the desire and intent of the Parties that the provisions of this paragraph be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of paragraph shall be adjudicated to be invalid or unenforceable, this paragraph shall be deemed amended to apply in the broadest allowable manner and to delete therefrom the portion adjudicated to be invalid or unenforceable, such amendment and deletion to apply only with respect to the operation of paragraph in the particular jurisdiction in which that adjudication is madebusiness revenues are derived from its dining facilities.

Non-Compete. Employee Non-Solicitation, Confidential Information and Release (a) Covenant not to Compete (i) Compliance with the provisions of this Article 10 is an express condition of the Executive's right to receive payments and benefits under this Agreement. The Executive acknowledges and recognizes the confidential information and records provided by the Company and its successors and assigns, the benefits provided hereunder, and the professional training and experience he will receive from the Company, as well as the highly competitive ----------- nature of the Company's business ’s business, and that Employee's duties hereunder justify restricting Employee's further employment following any termination in consideration of employment. The Employee all of the above, agrees that so long as during the Employee is employed by period beginning on the CompanyEffective Date of Termination and ending twenty four (24) months thereafter (the "Covered Time"), and (i) for a period of [two] years following the termination of this Agreement, Employee, except when acting at Executive will not compete with the request of the Company on behalf of or for the benefit business of the Company. For purposes hereof, will not induce customers, agents or other sources of distribution of the Company's business under contract or doing business with the Company to terminate, reduce, alter or divert business with or from the Company, and (ii) for a period of one year following the termination of this Agreement, Employee "competition" shall notmean any engaging, directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, member or manager of a limited liability company, shareholder of a company that does not have securities registered under the Securities Exchange Act of 1934, as amended (in the "1934 Act"), or shareholder in excess of one percent of a company that has securities registered under the 1934 Act, corporate officer or director, or Covered Business" (as hereinafter defined) in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with the business activities state of the Company, in United States of America or about any market nation in which the Company hasis conducting business as of the Effective Date of Termination (the "Covered Area"). For purposes of this Agreement, "Covered Business" shall mean providing any services similar in scope or nature to the services provided by the Executive immediately prior to his or her Effective Date of Termination. For purposes of this Article 10, the phrase "engaging, directly or indirectly" shall mean engaging directly or having an interest, directly or indirectly, as owner, partner, shareholder, agent, representative, employee, officer, director, independent contractor, capital investor, lender, consultant or advisor (other than as the holder of less than 2% of the outstanding stock of a publicly-traded corporation), either alone or in association with others, in the operation of any aspect of any type of business or enterprise engaged in any aspect of the Covered Business. (ii) The Executive agrees that during the term of this Agreement (including any extensions thereof) and for the twenty-four (24) months thereafter, he shall not (i) directly or indirectly solicit or attempt to solicit any of the employees, agents, consultants, or has publicly announced a plan for doing businessrepresentatives of the Company or affiliates of the Company to leave any of such entities; or (ii) directly or indirectly solicit or attempt to solicit any of the employees, agents, consultants or representatives of the Company or affiliates of the Company to become employees, agents, representatives or consultants of any other person or entity. Employee further covenants and agrees (iii) The Executive understands that the restrictive covenant set forth provisions of Sections 10(a)(i) and (ii) may limit his ability to earn a livelihood in this paragraph is a business similar to the business of the Company but nevertheless agrees and hereby acknowledges that the restrictions and limitations thereof are reasonable as to in scope, area, and duration, terms are reasonably necessary to protect the goodwill and geographical area and that the same protects the legitimate business interests of the Company, imposes no undue hardship on Employee, and is not injurious to the public. The covenant set forth under (ii) above shall not apply if Employee's employment is terminated within twelve months of a Change in Control as defined in of this Agreement. Ownership by Employee, for investment purposes only, of less than one percent of any class of securities of a corporation if said securities are listed on a national securities exchange or registered under the 1934 Act shall not constitute a breach of the covenant set forth under (ii) above. It is the desire and intent of the Parties that the provisions of consideration provided under this paragraph be enforced Agreement is sufficient to justify the fullest extent permissible under the laws and public policies applied restrictions contained in each jurisdiction in which enforcement is soughtsuch provisions. Accordingly, if any particular portion in consideration thereof and in light of paragraph shall the Executive's education, skills and abilities, the Executive agrees that he will not assert that, and it should not be adjudicated to be invalid or unenforceable, this paragraph shall be deemed amended to apply in the broadest allowable manner and to delete therefrom the portion adjudicated to be invalid or unenforceableconsidered that, such amendment and deletion to apply only with respect to the operation of paragraph provisions are either unreasonable in the particular jurisdiction in which that adjudication is madescope, area, or duration, or will prevent him from earning a living, or otherwise are void, voidable, or unenforceable or should be voided or held unenforceable.

Non-Compete. Employee acknowledges During the term of employment hereunder and recognizes the highly competitive ----------- nature of the Company's business and that Employee's duties hereunder justify restricting Employee's further employment following any termination of employment. The Employee agrees that so long as the Employee is employed by the Company, and (i) for a period of [two] years following twelve months after (i) the effective date of your retirement or other voluntary termination of this Agreement, Employee, except when acting at the request of the Company on behalf of employment hereunder or for the benefit of the Company, will not induce customers, agents or other sources of distribution of the Company's business under contract or doing business with the Company to terminate, reduce, alter or divert business with or from the Company, and (ii) for the Effective Termination Date of a period of one year following the termination of this Agreementemployment pursuant to Section 4, Employee you shall not, directly or indirectly, either without the prior written consent of the Chief Executive Officer of the Company, render any services to, or act in any capacity for, any Competitive Entity, or acquire any interest of any type in any Competitive Entity; provided, however, that the foregoing shall not be deemed to prohibit you from acquiring, (a) solely as a principalan investment and through market purchases, agent, employee, employer, consultant, partner, member or manager securities of a limited liability company, shareholder of a company that does not have securities any Competitive Entity which are registered under Section 12(b) or 12(g) of the Securities Exchange Act of 19341934 and which are publicly traded, so long as amended you are not part of any control group of such Competitive Entity and such securities, including converted securities, do not constitute more than one percent (1%) of the "1934 Act"outstanding voting power of that entity and (b) securities of any Competitive Entity that are not publicly traded, so long as you are not part of any control group of such Competitive Entity and such securities, including converted securities, do not constitute more than three percent (3%) of the outstanding voting power of that entity. For purposes of the foregoing, the following shall be deemed to be a Competitive Entity: (x) during the period that you are actively employed with the Company hereunder (and during the Disability Period, if applicable), any person or shareholder in excess of one percent of a company entity that has securities registered under the 1934 Act, corporate officer or director, or engages in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any line of business that is in competition in substantially the same as either (i) any manner whatsoever with the line of business activities of the Company, in or about any market in which the Company hasengages in, conducts or, to your knowledge, has definitive plans to engage in or has publicly announced a plan for doing business. Employee further covenants and agrees that the restrictive covenant set forth in this paragraph is reasonable as to duration, terms and geographical area and that the same protects the legitimate interests of the Company, imposes no undue hardship on Employee, and is not injurious to the public. The covenant set forth under conduct or (ii) above shall any operating business that is engaged in or conducted by the Company as to which, to your knowledge, the Company covenants, in writing, not apply to compete with in connection with the disposition of such business, and (y) after the termination of your employment hereunder (or after the Disability Period, if Employee's employment is terminated within twelve months of a Change in Control as defined in of this Agreement. Ownership by Employeeapplicable), for investment purposes only, of less than one percent of any class of securities of a corporation if said securities are listed on a national securities exchange or registered under the 1934 Act shall not constitute a breach of the covenant set forth under (ii) above. It is the desire following: CBS Corporation, The Xxxx Disney Company, General Electric Corporation, Google Inc., Microsoft Corporation, The News Corporation Ltd., Sony Corporation, Comcast Corporation, Viacom Inc. and intent of the Parties that the provisions of this paragraph be enforced Yahoo! Inc., and their respective subsidiaries and affiliates and any successor to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordinglyinternet service provider, if any particular portion of paragraph shall be adjudicated to be invalid media or unenforceable, this paragraph shall be deemed amended to apply in the broadest allowable manner and to delete therefrom the portion adjudicated to be invalid or unenforceable, such amendment and deletion to apply only with respect to the operation of paragraph in the particular jurisdiction in which that adjudication is madeentertainment businesses thereof.

Non-Compete. Employee In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that during the course of his employment with the Company and recognizes the highly competitive ----------- nature of its Subsidiaries he has and shall become familiar with the Company's business trade secrets and with other Confidential Information and that Employee's duties hereunder justify restricting Employee's further employment following any termination his services have been and shall continue to be of employment. The Employee agrees that so long as the Employee is employed by the Companyspecial, unique and (i) for a period of [two] years following the termination of this Agreement, Employee, except when acting at the request of extraordinary value to the Company on behalf of or and its Subsidiaries. Therefore, Executive agrees that, during the Employment Period and for the benefit of the Company, will not induce customers, agents or other sources of distribution of the Company's business under contract or doing business with the Company to terminate, reduce, alter or divert business with or from the Company, and (ii) for a period of one year following either the date of termination of this Agreementthe Employment Period for any reason or the Expiration Date, Employee Executive shall not, directly or indirectlyindirectly own any interest in, either as a principalmanage, agentcontrol, employeeparticipate in, employerconsult with, consultantrender services for, partnerbe employed in an executive, member managerial or manager of a limited liability company, shareholder of a company that does not have securities registered under the Securities Exchange Act of 1934, as amended (the "1934 Act"), or shareholder in excess of one percent of a company that has securities registered under the 1934 Act, corporate officer or directoradministrative capacity by, or in any other individual or representative capacity, manner engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever competing with the business activities businesses of the CompanyCompany or its Subsidiaries, as such businesses exist or are in the process of being implemented during the Employment Period or about on the date of the termination or expiration of the Employment Period, within any market geographical area in which the Company has, or has publicly announced a its Subsidiaries engage or plan for doing businessto engage in such businesses. Employee further covenants and agrees Executive acknowledges (i) that the restrictive covenant set forth in this paragraph is reasonable as to duration, terms and geographical area and that the same protects the legitimate interests business of the CompanyCompany and its Subsidiaries will be conducted throughout the United States, imposes no undue hardship on Employee, and is not injurious to the public. The covenant set forth under (ii) above notwithstanding the state of incorporation or principal office of the Company or any of its Subsidiaries, or any of its executives or employees (including the Executive), it is expected that 'the Company and its Subsidiaries will have business activities and have valuable business relationships within its industry throughout the United States and (iii) as part of his responsibilities, Executive will be traveling throughout the United States in furtherance of the business and relationships of the Company and its Subsidiaries. Nothing herein shall prohibit Executive from being a passive owner of not apply if Employee's employment is terminated within twelve months more than 2% Doc#: USl:6299952vl of a Change in Control as defined in of this Agreement. Ownership by Employee, for investment purposes only, of less than one percent the outstanding stock of any class of securities of a corporation if said securities are listed on a national securities exchange or registered under the 1934 Act shall not constitute a breach of the covenant set forth under (ii) above. It which is the desire and intent of the Parties that the provisions of this paragraph be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordinglypublicly traded, if any particular portion of paragraph shall be adjudicated to be invalid or unenforceable, this paragraph shall be deemed amended to apply so long as Executive has no active participation in the broadest allowable manner and to delete therefrom the portion adjudicated to be invalid or unenforceable, business of such amendment and deletion to apply only with respect to the operation of paragraph in the particular jurisdiction in which that adjudication is madecorporation.

Non-Compete. Employee acknowledges (a) During the period commencing on the Closing Date and recognizes ending on the highly competitive ----------- nature fifth (5th) anniversary of the Company's business and that Employee's duties hereunder justify restricting Employee's further employment following any termination of employment. The Employee agrees that so long as Closing Date (the Employee is employed by “Restricted Period”), the CompanySeller will not, and (i) for a period of [two] years following the termination of this Agreement, Employee, except when acting at the request of the Company on behalf of or for the benefit of the Company, it will cause its Affiliates not induce customers, agents or other sources of distribution of the Company's business under contract or doing business with the Company to terminate, reduce, alter or divert business with or from the Company, and (ii) for a period of one year following the termination of this Agreement, Employee shall notto, directly or indirectly, either engage in any business anywhere in the world that competes with the Business as conducted by the Acquired Companies immediately prior to the Closing Date (such business, a principal, agent, employee, employer, consultant, partner, member or manager of a limited liability company, shareholder of a company that does not have securities registered under the Securities Exchange Act of 1934, as amended (the "1934 Act"“Competitive Business”), or shareholder in excess of one percent of a company that has securities registered under the 1934 Actown an interest in, corporate officer manage, operate, join, control, lend money or director, render financial or in any other individual assistance to or representative capacity, engage or otherwise participate in or be connected with, as a partner, stockholder, consultant or otherwise, any manner or fashion in any business Person that is in competition in any manner whatsoever competes with the business activities Business; provided, however, that, for the purposes of this Section 5.08(a), the acquisition or ownership of (i) Equity Interests having no more than 5% of the Company, in outstanding voting power of any Person which are listed on any national securities exchange as long as the Person owning such securities has no other connection or about any market in which the Company has, relationship with such Person or has publicly announced a plan for doing business. Employee further covenants and agrees that the restrictive covenant set forth in this paragraph is reasonable as to duration, terms and geographical area and that the same protects the legitimate interests of the Company, imposes no undue hardship on Employee, and is not injurious to the public. The covenant set forth under (ii) above Equity Interests of any Person or business that derives less than fifteen percent (15%) of its gross revenue from a Competitive Business in its most recent completed fiscal year, will not be deemed to be in violation of this Section 5.08(a). In the event the Seller and/or its Affiliates acquire any Person or business that has derived fifteen percent (15%) or more of its gross revenue from a Competitive Business in its most recent completed fiscal year, the Seller shall, and shall cause its Affiliates to, use commercially reasonable efforts to divest assets relating to the Competitive Business within twelve (12) months after the consummation of such acquisition such that, after giving effect to such divestiture, the acquired Person or business would have generated less than such amount of its consolidated revenues from the Competitive Business for the most recent completed fiscal year prior to the acquisition of such Person or business. Notwithstanding the foregoing if Seller or any of its Affiliates shall sell all or any portion of their respective businesses (whether by means of acquisition, asset purchase, merger, consolidation, similar business combination or otherwise) to any Person who is not an Affiliate of the Seller, the restrictions contained in this Section 5.08 shall not prohibit such sale and shall not apply if Employee's employment is terminated within twelve months to any such Person or such Person’s Affiliates (other than the Seller and its Affiliates prior to such sale) following consummation of a Change such sale, provided that (A) following such sale, the restrictions contained in Control as defined in of this Agreement. Ownership by Employee, for investment purposes only, of less than one percent of any class of securities of a corporation if said securities are listed on a national securities exchange or registered under Section 5.08 shall continue to apply to the 1934 Act shall not constitute a breach Seller and those Persons that were the Seller’s Affiliates prior to such sale until the expiration of the covenant set forth under Restricted Period and (iiB) above. It is the desire and intent if Seller or any of the Parties that the provisions of this paragraph be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular its Affiliates sell only a portion of paragraph their respective businesses, after consummation of such sale, Seller and/or its Affiliates, as the case may be, shall be adjudicated continue to be invalid or unenforceable, subject to this paragraph shall be deemed amended to apply in the broadest allowable manner and to delete therefrom the portion adjudicated to be invalid or unenforceable, such amendment and deletion to apply only with respect to the operation of paragraph in the particular jurisdiction in which that adjudication is madeSection 5.08.

Non-Compete. Employee acknowledges and recognizes the highly competitive ----------- nature of the Company's ’s business and that the Employee's duties hereunder justify ’s knowledge of the Company’s business justifies restricting Employee's ’s further employment following any termination with respect to business or activities competitive with the business or activities of employmentthe Company. The Employee agrees that so long as the Employee is employed by the Company, and (i) for a period of [two] three years following the termination of this Agreement, Employee, except when acting at the request of the Company on behalf of or for the benefit of the Company, will not induce customers, agents or other sources of distribution of the Company's business under contract or doing business with the Company to terminate, reduce, alter or divert business with or from the Company, and (ii) for a period of one year following the termination date of this Agreement, Employee shall not, directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, member or manager of a limited liability company, shareholder of a company that does not have securities registered under the Securities Exchange Act of 1934, as amended 1934 (the "“1934 Act"”), or shareholder in excess of one percent of a company that has securities registered under the 1934 Act, corporate officer or director, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with the business activities of the Company, Company that are in or about any market in which the Company has, anti-oxidant or has publicly announced a plan for doing businessanti-oxidant therapies product or market. Employee further covenants and agrees that the restrictive covenant set forth in this paragraph is reasonable as to duration, terms terms, and geographical area and that the same protects the legitimate interests of the Company, imposes no undue hardship on Employee, and is not injurious to the public. The covenant set forth under (ii) above shall not apply if Employee's employment is terminated within twelve months of a Change in Control as defined in of this Agreement. Ownership by Employee, for investment purposes only, of less than one percent of any class of securities of a corporation if said securities are listed on a national securities exchange or registered under the 1934 Act shall not constitute a breach of the covenant set forth under (ii) above. It is the desire and intent of the Parties that the provisions of this paragraph be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this paragraph shall be adjudicated to be invalid or unenforceable, this paragraph shall be deemed amended to apply in the broadest allowable manner and to delete therefrom the portion adjudicated to be invalid or unenforceable, such amendment and deletion to apply only with respect to the operation of this paragraph in the particular jurisdiction in which that adjudication is made. Employee shall be entitled to present any business or investment activity or opportunity to the Board of Directors (the “Board”) of the Company in order to request that the Board, in its sole discretion, waive, in writing, the restrictions of this paragraph with respect to the matter submitted, which waiver, if granted, would allow the Employee to participate in the matter submitted. If Employee makes such a request to the Board, the Board shall not be obligated to grant any such waiver, and the Board shall be entitled to make its determination in its sole discretion.

Non-Compete. Employee acknowledges During the term of employment and recognizes the highly competitive ----------- nature of the Company's business and that Employee's duties hereunder justify restricting Employee's further employment following any termination of employment. The Employee agrees that so long as the Employee is employed by the Company, and (i) for a period of [two] years following twelve months after (i) the effective date of your retirement or other voluntary termination of this Agreement, Employee, except when acting at the request of the Company on behalf of employment or for the benefit of the Company, will not induce customers, agents or other sources of distribution of the Company's business under contract or doing business with the Company to terminate, reduce, alter or divert business with or from the Company, and (ii) for the Effective Termination Date of a period of one year following the termination of this Agreementemployment pursuant to Section 4, Employee you shall not, directly or indirectly, either without the prior written consent of the Chief Executive Officer or a Chief Operating Officer of the Company, render any services to, or act in any capacity for, any Competitive Entity, or acquire any interest of any type in any Competitive Entity; provided, however, that the foregoing shall not be deemed to prohibit you from acquiring, (a) solely as a principalan investment and through market purchases, agent, employee, employer, consultant, partner, member or manager securities of a limited liability company, shareholder of a company that does not have securities any Competitive Entity which are registered under Section 12(b) or 12(g) of the Securities Exchange Act of 19341934 and which are publicly traded, so long as amended you are not part of any control group of such Competitive Entity and such securities, including converted securities, do not constitute more than one percent (1%) of the "1934 Act")outstanding voting power of that entity and (b) securities of any Competitive Entity that are not publicly traded, so long as you are not part of any control group of such Competitive Entity and such securities, including converted securities, do not constitute more than three percent (3%) of the outstanding voting power of that entity. For purposes of the foregoing, the following shall be deemed to be a Competitive Entity: (x) during the period that you are actively employed with the Company, during the Disability Period, or shareholder prior to the Effective Termination Date in excess of one percent of a company the event your employment is terminated pursuant to Section 4, any person or entity that has securities registered under the 1934 Act, corporate officer or director, or engages in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any line of business that is in competition in substantially the same as either (i) any manner whatsoever with the line of business activities of the Company, in or about any market in which the Company hasengages in, conducts or, to your knowledge, has definitive plans to engage in or has publicly announced a plan for doing business. Employee further covenants and agrees that the restrictive covenant set forth in this paragraph is reasonable as to duration, terms and geographical area and that the same protects the legitimate interests of the Company, imposes no undue hardship on Employee, and is not injurious to the public. The covenant set forth under conduct or (ii) above shall any operating business that is engaged in or conducted by the Company as to which, to your knowledge, the Company covenants, in writing, not apply if Employee's employment is terminated within twelve months to compete with in connection with the disposition of such business, and (y) after the Disability Period, the Effective Termination Date in the event of a Change in Control as defined in termination of this Agreement. Ownership by Employeeyour term of employment pursuant to Section 4 or the effective date of your retirement or other voluntary termination of employment, for investment purposes only, of less than one percent of any class of securities of a corporation if said securities are listed on a national securities exchange or registered under the 1934 Act shall not constitute a breach of the covenant set forth under (ii) above. It is the desire following: CBS Corporation, NBC Universal, The Xxxx Disney Company, The News Corporation Ltd., Sony Corporation, and intent of the Parties that the provisions of this paragraph be enforced Viacom Inc. and their respective subsidiaries and affiliates and any successor to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordinglyinternet service provider, if any particular portion of paragraph shall be adjudicated to be invalid media or unenforceable, this paragraph shall be deemed amended to apply in the broadest allowable manner and to delete therefrom the portion adjudicated to be invalid or unenforceable, such amendment and deletion to apply only with respect to the operation of paragraph in the particular jurisdiction in which that adjudication is madeentertainment businesses thereof.

Non-Compete. Employee acknowledges During the term of employment and recognizes the highly competitive ----------- nature of the Company's business and that Employee's duties hereunder justify restricting Employee's further employment following any termination of employment. The Employee agrees that so long as the Employee is employed by the Company, and (i) for a period of [two] years following twelve months after (i) the effective date of your retirement or other voluntary termination of this Agreement, Employee, except when acting at the request of the Company on behalf of employment or for the benefit of the Company, will not induce customers, agents or other sources of distribution of the Company's business under contract or doing business with the Company to terminate, reduce, alter or divert business with or from the Company, and (ii) for the Effective Termination Date of a period of one year following the termination of this Agreementemployment pursuant to Section 4, Employee you shall not, directly or indirectly, either without the prior written consent of the Chief Executive Officer or a Chief Operating Officer of the Company, render any services to, or act in any capacity for, any Competitive Entity, or acquire any interest of any type in any Competitive Entity; provided, however, that the foregoing shall not be deemed to prohibit you from acquiring, (a) solely as a principalan investment and through market purchases, agent, employee, employer, consultant, partner, member or manager securities of a limited liability company, shareholder of a company that does not have securities any Competitive Entity which are registered under Section 12(b) or 12(g) of the Securities Exchange Act of 19341934 and which are publicly traded, so long as amended you are not part of any control group of such Competitive Entity and such securities, including converted securities, do not constitute more than one percent (1%) of the "1934 Act")outstanding voting power of that entity and (b) securities of any Competitive Entity that are not publicly traded, so long as you are not part of any control group of such Competitive Entity and such securities, including converted securities, do not constitute more than three percent (3%) of the outstanding voting power of that entity. For purposes of the foregoing, the following shall be deemed to be a Competitive Entity: (x) during the period that you are actively employed with the Company, during the Disability Period, or shareholder prior to the Effective Termination Date in excess of one percent of a company the event your employment is terminated pursuant to Section 4, any person or entity that has securities registered under the 1934 Act, corporate officer or director, or engages in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any line of business that is in competition in substantially the same as either (i) any manner whatsoever with the line of business activities of the Company, in or about any market in which the Company hasengages in, conducts or, to your knowledge, has definitive plans to engage in or has publicly announced a plan for doing business. Employee further covenants and agrees that the restrictive covenant set forth in this paragraph is reasonable as to duration, terms and geographical area and that the same protects the legitimate interests of the Company, imposes no undue hardship on Employee, and is not injurious to the public. The covenant set forth under conduct or (ii) above shall any operating business that is engaged in or conducted by the Company as to which, to your knowledge, the Company covenants, in writing, not apply if Employee's employment is terminated within twelve months to compete with in connection with the disposition of such business, and (y) after the Disability Period, the Effective Termination Date in the event of a Change in Control as defined in termination of this Agreement. Ownership by Employeeyour term of employment pursuant to Section 4 or the effective date of your retirement or other voluntary termination of employment, for investment purposes only, of less than one percent of any class of securities of a corporation if said securities are listed on a national securities exchange or registered under the 1934 Act shall not constitute a breach of the covenant set forth under (ii) above. It is the desire following: AT&T Corporation, Bertelsmann A.G., CBS Corporation, Comcast Corporation, The Xxxx Disney Company, General Electric Corporation, Google Inc., Microsoft Corporation, The News Corporation Ltd., Sony Corporation, Viacom Inc. and intent of the Parties that the provisions of this paragraph be enforced Yahoo! Inc., and their respective subsidiaries and affiliates and any successor to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordinglyinternet service provider, if any particular portion of paragraph shall be adjudicated to be invalid media or unenforceable, this paragraph shall be deemed amended to apply in the broadest allowable manner and to delete therefrom the portion adjudicated to be invalid or unenforceable, such amendment and deletion to apply only with respect to the operation of paragraph in the particular jurisdiction in which that adjudication is madeentertainment businesses thereof.

Non-Compete. Employee acknowledges and recognizes the highly competitive ----------- nature of the Company's business and that Employee's duties hereunder justify restricting Employee's further employment following any termination of employment. The Employee further acknowledges and understands that the Company recognizes Employee's importance and value to the Company and thus has provided Employee with the overall compensation package described hereunder in order to induce Employee to enter into this Agreement. Accordingly, Employee agrees that so long as the Employee is employed by the Company, and (i) for a period of [two] two years following the termination of this AgreementEmployee's employment, Employee shall not induce or attempt to induce any employee of the Company to leave the employ of the Company, or in any way interfere with the relationship between the Company and any other employee; (ii) for a period of one year following the termination of Employee's employment, Employee, except when acting at the request of the Company on behalf of or for the benefit of the Company, will shall not induce customers, agents or other sources of distribution of the Company's business under contract contract, or doing business business, with the Company to terminate, reduce, alter or divert business with or from the Company, ; and (iiiii) for the period during which Employee is entitled to be paid severance under this Agreement (or for a period of one year following six (6) months after termination of Employee's employment if Employee's employment is terminated under circumstances in which Employee is not entitled to severance pursuant to the termination terms of this Agreement), Employee shall not, directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, member or manager of a limited liability company, shareholder of a company that does not have securities registered under the Securities Exchange Act of 1934, as amended 1934 (the "1934 Act"), or a shareholder in excess of one (1%) percent of a company that has securities registered under the 1934 Act, corporate officer or director, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever directly competes with the business activities of the Company, Company (which at the present time are point-of-care diagnostics for infectious diseases in humans and animals) in or about any market in which the Company hasis, or has publicly announced a plan for for, doing business. Employee further covenants and agrees that the restrictive covenant covenants set forth in this paragraph is are reasonable as to duration, terms terms, and geographical area and that the same protects the legitimate interests of the Company, imposes no undue hardship on Employee, and is not injurious to the public. The covenant set forth under (iiiii) above shall not apply if Employee's employment is terminated within twelve months of a Change in Of Control (as defined in of this Agreementbelow). Ownership by Employee, for investment purposes only, of less than one percent of any class of securities of a corporation if said those securities are listed on a national securities exchange or registered under the 1934 Act shall not constitute a breach of the covenant set forth under (iiiii) above. Employee acknowledges and understands that, by virtue of his position with the Company, he will have exposure to various entities with which the Company does business or is in discussions to do business. Accordingly, Employee hereby covenants and agrees that, so long as he is employed by the Company, he will not, except with the prior written consent of the Company, solicit or enter into any discussions for a position of employment with any such entities. It is the desire and intent of the Parties that the provisions of this paragraph be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this paragraph shall be adjudicated to be invalid or unenforceableenforceable, this paragraph shall be deemed amended to apply in the broadest allowable manner and to delete therefrom the portion adjudicated to be invalid or unenforceable, such amendment and deletion to apply only with respect to the operation of this paragraph in the particular jurisdiction in which that adjudication is made. If Employee violates any of the restrictions contained in this Section 9, the Restricted Period shall be suspended and shall not run in favor of Employee until such time that Employee cures the violation; the period of time in which Employee is in breach shall be added to the restricted period.

Non-Compete. Employee acknowledges During your employment with the Company and recognizes the highly competitive ----------- nature of the Company's business and that Employee's duties hereunder justify restricting Employee's further employment following any termination of employment. The Employee agrees that so long as the Employee is employed by the Companyits affiliates, and (i) if your employment terminates for any reason, whether during or after the Term, including your voluntary resignation or retirement, for a period of [two] years following time equal to the Severance Period defined in Section 4.2.2 (without regard to any modification of the Severance Period in Section 4.2.3 and whether or not you are eligible for or receive any severance benefits under Section 4.2.2) or, if you are employed at will, 12 months after your termination of this Agreementemployment for any reason (the “Non-compete Period”), Employee, except when acting at the request of the Company on behalf of or for the benefit of the Company, will not induce customers, agents or other sources of distribution of the Company's business under contract or doing business with the Company to terminate, reduce, alter or divert business with or from the Company, and (ii) for a period of one year following the termination of this Agreement, Employee you shall not, directly or indirectly, either without the prior written consent of the Board (or, prior to the CEO Commencement Date, the Current CEO), render any services to, or act in any capacity for, any Competitive Entity, or acquire any interest of any type in any Competitive Entity; provided, however, that the foregoing shall not be deemed to prohibit you from acquiring, (a) solely as a principalan investment and through market purchases, agent, employee, employer, consultant, partner, member or manager securities of a limited liability company, shareholder of a company that does not have securities any Competitive Entity which are registered under Section 12(b) or 12(g) of the Securities Exchange Act of 19341934 and which are publicly traded, so long as amended you are not part of any control group of such Competitive Entity and such securities, including converted securities, do not constitute more than one percent (1%) of the "1934 Act"outstanding voting power of that entity and (b) securities of any Competitive Entity that are not publicly traded, so long as you are not part of any control group of such Competitive Entity and such securities, including converted securities, do not constitute more than three percent (3%) of the outstanding voting power of that entity. For purposes of the foregoing, the following shall be deemed to be a Competitive Entity: (i) any entity for which a material portion of its business (or any line of business that comprises a material portion of its business) is a business (or line of business) in which the Company engages in, conducts or, to your knowledge, has definitive plans to engage in or conduct and that the Company reasonably expects will comprise a material portion of its business within the succeeding 12 months, whether that business is conducted directly by such entity or a subsidiary of such entity (a “Covered Business”); provided that, you may be employed by or provide services to an ultimate parent company that owns a subsidiary which is materially engaged in a Covered Business, so long as you demonstrate to the Company’s reasonable satisfaction (e.g. represent and warrant to the Company in writing and describe the nature of your responsibilities) that you do not and will not, directly or indirectly, provide any services or advice to, have any responsibility for, or shareholder supervision of, any subsidiary materially engaged in excess a Covered Business, (ii) any entity which has a material commercial relationship with the Company and could reasonably derive a material unfair advantage in dealings with the Company because of one percent confidential information you possess about the Company’s products, services, business strategies, financial condition, terms of a company that has securities registered under the 1934 Act, corporate officer agreements or directorother information, or in (iii) any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any operating business that is engaged in competition or conducted by the Company as to which, to your knowledge, the Company covenants, in any manner whatsoever writing, not to compete with in connection with the business activities disposition of such business; provided that, this Section 8.4 (iii) shall only apply during your active employment with the Company and its affiliates. In evaluating any requests for written consent of the Board (or, prior to the CEO Commencement Date, the Current CEO) to be relieved, in whole or in part, of your obligations under this Section 8.4, the Board (or, prior to the CEO Commencement Date, the Current CEO) shall consider the nature of your position with the Company, the confidential and proprietary information to which you were privy during the course of your employment with the Company, the nature of the employment and position you are seeking with a Competitive Entity, the extent to which you can perform services for any such Competitive Entity without disclosing, using or putting at risk any trade secrets or confidential, proprietary information of the Company, and any other relevant factors, in or about any market in which all instances looking to make decisions that reasonably and properly protect the Company hastrade secrets and other confidential, or has publicly announced a plan for doing business. Employee further covenants and agrees that the restrictive covenant set forth in this paragraph is reasonable as to duration, terms and geographical area and that the same protects the legitimate interests proprietary information of the Company, imposes no undue hardship on Employee, and is not injurious to the public. The covenant set forth under (ii) above Parties further agree that in no event shall not apply if Employee's employment is terminated within twelve months your practice of law as a partner, shareholder, of counsel, or employee of a Change in Control law firm be construed as defined in of an association with a Competitive Entity otherwise prohibited by this Agreement. Ownership by Employee, for investment purposes only, of less than one percent of any class of securities of a corporation if said securities are listed on a national securities exchange or registered under the 1934 Act shall not constitute a breach of the covenant set forth under (ii) above. It is the desire and intent of the Parties that the provisions of this paragraph be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of paragraph shall be adjudicated to be invalid or unenforceable, this paragraph shall be deemed amended to apply in the broadest allowable manner and to delete therefrom the portion adjudicated to be invalid or unenforceable, such amendment and deletion to apply only with respect to the operation of paragraph in the particular jurisdiction in which that adjudication is madeSection 8.4.

Non-Compete. Employee acknowledges and recognizes the highly competitive ----------- nature of the Company's business and that Employee's duties hereunder justify restricting Employee's further employment following any termination of employment. The Employee agrees that so long as the Employee is employed by the Company, and (i) for As a period of [two] years following the termination of this Agreement, Employee, except when acting at the request of the Company on behalf of or for the benefit Senior Vice President of the Company, Executive has acquired and will not induce customerscontinue to acquire knowledge of sensitive and confidential information relating to product development road maps, agents marketing plans, competitive plans and pricing strategies and trade secrets (the “Confidential Information”). Executive acknowledges that the Confidential Information which the Company has provided and will provide to Executive could play a significant role and provide a competing business with a significant competitive advantage against the Company were Executive to directly or other sources of distribution of the Company's indirectly be engaged in any business under contract or doing business in Competition (as hereinafter defined) with the Company or its subsidiaries. As a condition to terminate, reduce, alter or divert business with or from being entitled to any of the Company, and (ii) for a period of one year following the termination of benefits described in this Agreement, Employee shall notExecutive agrees that prior to July 31, directly 2003, without the prior consent of the Company in a writing signed by either the Company’s Chief Executive Officer or indirectlyChief Operating Officer, Executive will not (a) pursue any employment opportunity with any business, which is in Competition with the existing business of the Company or its subsidiaries or (b) either as a principal, manager, agent, employeeconsultant, employerofficer, consultantstockholder, partner, member investor, lender or manager of a limited liability company, shareholder of a company that does not have securities registered under the Securities Exchange Act of 1934, as amended (the "1934 Act"), or shareholder in excess of one percent of a company that has securities registered under the 1934 Act, corporate officer or director, employee or in any other individual or representative capacity, carry on, engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with the business activities of the Company, in or about any market in which the Company hasin, or has publicly announced a plan for doing business. Employee further covenants and agrees that the restrictive covenant set forth have any financial interest in this paragraph is reasonable as to duration, terms and geographical area and that the same protects the legitimate interests of the Company, imposes no undue hardship on Employee, and is not injurious to the public. The covenant set forth under (ii) above shall not apply if Employee's employment is terminated within twelve months of a Change in Control as defined in of this Agreement. Ownership by Employee, for investment purposes only, other than an ownership position of less than 1 percent in any company whose shares are publicly traded), any business, which is in Competition with the existing business of the Company or its subsidiaries (in either case, a “Competitive Activity”). Notwithstanding the foregoing, after March 15, 2003, executive may accept one percent or more positions on boards of any class directors or board advisory positions without the consent of securities the Company and acceptance of a corporation if said securities are listed on a national securities exchange one or registered under the 1934 Act more such positions shall not constitute be deemed a breach violation of this Non-compete provision provided that (a) Executive does not violate the terms of his CIAA and (b) informs the CEO or COO of the covenant set forth Company prior to attending such competitors or potential competitors board meetings or otherwise providing advice to such company, person, or other entity. Any compensation received by Executive for such board or advisory board service shall not reduce the amounts of payments that Executive is entitled to receive under (ii) above. It is the desire and intent of the Parties that the provisions of this paragraph be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of paragraph shall be adjudicated to be invalid or unenforceable, this paragraph shall be deemed amended to apply in the broadest allowable manner and to delete therefrom the portion adjudicated to be invalid or unenforceable, such amendment and deletion to apply only with respect to the operation of paragraph in the particular jurisdiction in which that adjudication is madeAgreement.

Non-Compete. Employee acknowledges and recognizes the highly competitive ----------- nature In consideration of the Company's business ’s agreements herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Executive agrees, in addition to any other obligation imposed by this Section 6, that Employee's duties hereunder justify restricting Employee's further employment following any termination of employment. The Employee agrees that so long as the Employee is employed by the Company, and (i) for a period of [two] years following the termination of this Agreement, Employee, except when acting at the request of the Company on behalf of or for the benefit of the Company, he will not induce customers, agents or other sources of distribution of the Company's business under contract or doing business with the Company to terminate, reduce, alter or divert business with or from the Company, and (ii) for a period of one year following the termination of this Agreement, Employee shall not, during the period beginning on the Date of Termination and ending on the first anniversary thereof (the “Non-Compete Period”), engage directly or indirectly, either whether as a principal, agent, an employee, employerindependent contractor, consultant, partner, member shareholder or manager otherwise, in a business or other endeavor which is competitive with or similar to any business of a limited liability companythe Company (including without limitation any business related to the production, shareholder distribution or other exploitation of a company that does not have securities registered under the Securities Exchange Act of 1934, as amended (the "1934 Act"made for television movies or miniseries), or shareholder any business which as of the Date of Termination is contemplated by the Company and has been formally considered by the Board at a meeting (any such business or endeavor, a “Competitive Business”), anywhere in excess the world. Notwithstanding the foregoing, at any time during the Non-Compete Period the Executive may request in writing to the Board that the Board consent to the Executive’s direct or indirect engagement in, ownership of one percent equity interest in, or management or operation of (whether as a company that has securities registered under the 1934 Act, corporate officer or director, officer, employee, agent, representative, security holder, consultant or otherwise) any Competitive Business which derives less than 10% of its aggregate annual revenues from the production, distribution or other exploitation of made for television movies or miniseries, which request the Board shall consider in any other individual or representative capacitygood faith based upon the Board’s determination of the potential impact of the Executive’s involvement in such Competitive Business on the Company and its stockholders. The Executive specifically acknowledges that he is of special, engage or otherwise participate in any manner or fashion in any business unique and extraordinary value to the Company and that is in competition in any manner whatsoever with the business activities as a key executive of the Company, he has access to all confidential information, trade secrets, and the like, of the Company, that he has independent means of supporting himself and his family; and that in or about any market in which view of the foregoing, the restrictions imposed by this Section 6(f) are reasonably necessary to protect the Company hasagainst unfair competition by the Executive and are not unduly burdensome to the Executive. In addition, notwithstanding any provision of Section 6(d) or has publicly announced 6(f) to the contrary, the restrictions on the Executive under Section 6(d) and/or 6(f) shall terminate upon the 60th day following the Company’s filing for relief under Chapter 7 of the United States Bankruptcy Code (provided that such Chapter 7 case is not converted into a Chapter 11 case under the United States Bankruptcy Code within the 60 day period following the Company’s Chapter 7 filing). The parties acknowledge and agree that if the Chapter 7 case described in the preceding sentence is timely converted into a Chapter 11 case but the Company is nevertheless liquidated rather than reorganized, then the restrictions on the Executive under Section 6(d) and/or 6(f) shall terminate upon the effective date of a liquidating plan of reorganization under Chapter 11. For the avoidance of doubt, in no event shall the Company’s filing for doing businessrelief under Chapter 7 of the United States Bankruptcy Code (whether or not converted into a Chapter 11 case) cause the Non-Compete Period to extend beyond the first anniversary of the Date of Termination. Employee further covenants and agrees that Furthermore, notwithstanding any other provision of this Section 6(f), if the Company fails to make any payment to the Executive pursuant to Section 5(b)(i) (other than as a result of the Executive’s violation of any restrictive covenant set forth in this paragraph is reasonable as to durationSection 6) and the Executive notifies the Company of such failure in accordance with the notice provisions set forth in Section 10, terms and geographical area and that then the same protects Non-Compete Period shall expire after the legitimate interests of third business day following the date the Company receives such notice from the Executive, but only if the Company has not cured the failure during the three-business day period following the Company, imposes no undue hardship on Employee, and is not injurious to the public. The covenant set forth under (ii) above shall not apply if Employee's employment is terminated within twelve months ’s receipt of a Change in Control as defined in of this Agreement. Ownership by Employee, for investment purposes only, of less than one percent of any class of securities of a corporation if said securities are listed on a national securities exchange or registered under the 1934 Act shall not constitute a breach of the covenant set forth under (ii) above. It is the desire and intent of the Parties that the provisions of this paragraph be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of paragraph shall be adjudicated to be invalid or unenforceable, this paragraph shall be deemed amended to apply in the broadest allowable manner and to delete therefrom the portion adjudicated to be invalid or unenforceable, such amendment and deletion to apply only with respect to the operation of paragraph in the particular jurisdiction in which that adjudication is madenotice.

Non-Compete. Employee acknowledges The "Restricted Period" for purposes of this Agreement shall be the period of time commencing on the date hereof and recognizes ending on the highly competitive ----------- nature second anniversary of the Company's business and that Employee's duties hereunder justify restricting Employee's further employment following any termination effective date of employment. The Employee agrees that so long as the Employee is employed by the Company, and (i) for a period of [two] years following the termination of this Agreement, Employee's employment by either Anicom or Employee, except when acting for any reason, provided that Anicom may not terminate Employee's employment hereunder during the Initial Employment Period without "Cause" (as defined in Section 8(d)). Employee hereby agrees that at all times during the request of the Company on behalf of or for the benefit of the Company, will not induce customers, agents or other sources of distribution of the Company's business under contract or doing business with the Company to terminate, reduce, alter or divert business with or from the Company, and (ii) for a period of one year following the termination of this AgreementRestricted Period, Employee shall not, directly or indirectly, either as a principalemployee, agent, employee, employer, consultant, partnerstockholder, member director, co-partner or manager in any other individual or representative capacity, own, operate, manage, control, engage in, invest in or participate in any manner in, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages or proposes to engage in the Business anywhere within thirty (30) miles of any office of Anicom or Purchaser existing as of the earlier of the date of determination and the effective date of the termination of Employee's employment (collectively, the "Territory"); provided, however, that nothing contained herein shall be construed to prevent Employee from (i) engaging in a limited liability company, shareholder business in which the sale of a company that wire and cable is ancillary to the conduct of the business and such business does not have compete with Anicom, or (ii) investing in the stock of any competing corporation listed on a national securities registered exchange or traded in the over-the-counter market, but only if Employee is not involved in the business of said corporation and if Employee and his "associates" (as such term is defined in Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (in effect on the "1934 Act")date hereof, or shareholder in excess collectively, do not own more than an aggregate of one two percent of a company that has securities registered under the 1934 Act, corporate officer or director, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with the business activities stock of the Company, in or about any market in which the Company has, or has publicly announced a plan for doing business. Employee further covenants and agrees that the restrictive covenant set forth in this paragraph is reasonable as to duration, terms and geographical area and that the same protects the legitimate interests of the Company, imposes no undue hardship on Employee, and is not injurious to the public. The covenant set forth under (ii) above shall not apply if Employee's employment is terminated within twelve months of a Change in Control as defined in of this Agreement. Ownership by Employee, for investment purposes only, of less than one percent of any class of securities of a corporation if said securities are listed on a national securities exchange or registered under the 1934 Act shall not constitute a breach of the covenant set forth under (ii) above. It is the desire and intent of the Parties that the provisions of this paragraph be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of paragraph shall be adjudicated to be invalid or unenforceable, this paragraph shall be deemed amended to apply in the broadest allowable manner and to delete therefrom the portion adjudicated to be invalid or unenforceable, such amendment and deletion to apply only with respect to the operation of paragraph in the particular jurisdiction in which that adjudication is madecorporation.

Non-Compete. Employee acknowledges During the term of employment and recognizes through the highly competitive ----------- nature later of (i) the Company's business and that Employee's duties hereunder justify restricting Employee's further employment following any termination Term Date, (ii) the date you leave the payroll of employment. The Employee agrees that so long as the Employee is employed by the Company, and (iiii) for a period twelve months after the effective date of [two] years following the any termination of this Agreementthe term of employment pursuant to Section 4, Employee, except when acting at the request of the Company on behalf of or for the benefit of the Company, will not induce customers, agents or other sources of distribution of the Company's business under contract or doing business with the Company to terminate, reduce, alter or divert business with or from the Company, and (ii) for a period of one year following the termination of this Agreement, Employee you shall not, directly or indirectly, either without the prior written consent of the Chairman or Chief Executive Officer of the Company, render any services to, or act in any capacity for, any Competitive Entity, or acquire any interest of any type in any Competitive Entity; provided, however, that the foregoing shall not be deemed to prohibit you from acquiring, (a) solely as a principalan investment and through market purchases, agent, employee, employer, consultant, partner, member or manager securities of a limited liability company, shareholder of a company that does not have securities any Competitive Entity which are registered under Section 12(b) or 12(g) of the Securities Exchange Act of 19341934 and which are publicly traded, so long as amended (the "1934 Act")you are not part of any control group of such Competitive Entity and such securities, or shareholder in excess of including converted securities, do not constitute more than one percent (1%) of the outstanding voting power of that entity and (b) securities of any Competitive Entity that are not publicly traded, so long as you are not part of any control group of such Competitive Entity and such securities, including converted securities, do not constitute more than three percent (3%) of the outstanding voting power of that entity. For purposes of the foregoing, the following shall be deemed to be a company Competitive Entity: (x) during the period that has securities registered under you are actively employed with the 1934 ActCompany, corporate officer any person or director, or entity that engages in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any line of business that is in competition in substantially the same as either (i) any manner whatsoever with the line of business activities of the Company, in or about any market in which the Company hasengages in, conducts or, to your knowledge, has definitive plans to engage in or has publicly announced a plan for doing business. Employee further covenants and agrees that the restrictive covenant set forth in this paragraph is reasonable as to duration, terms and geographical area and that the same protects the legitimate interests of the Company, imposes no undue hardship on Employee, and is not injurious to the public. The covenant set forth under conduct or (ii) above shall any operating business that is engaged in or conducted by the Company as to which, to your knowledge, the Company covenants, in writing, not apply if Employee's to compete with in connection with the disposition of such business, and (y) during the period following a termination of your term of employment is terminated within twelve months of a Change in Control as defined in of this Agreement. Ownership by Employeepursuant to Section 4, for investment purposes only, of less than one percent of any class of securities of a corporation if said securities are listed on a national securities exchange or registered under the 1934 Act shall not constitute a breach of the covenant set forth under (ii) above. It is the desire following: AT&T Corporation, Bertelsmann A.G., The Xxxx Disney Company, EarthLink, Inc., General Electric Corporation, Microsoft Corporation, The News Corporation, Sony Corporation, Vivendi Universal, S.A., Viacom Inc. and intent of the Parties that the provisions of this paragraph be enforced Yahoo! Inc., and their respective subsidiaries and affiliates and any successor to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordinglyany internet service provider, if any particular portion of paragraph shall be adjudicated to be invalid media or unenforceable, this paragraph shall be deemed amended to apply in the broadest allowable manner and to delete therefrom the portion adjudicated to be invalid or unenforceable, such amendment and deletion to apply only with respect to the operation of paragraph in the particular jurisdiction in which that adjudication is madeentertainment businesses thereof.

Non-Compete. Employee acknowledges The "Restricted Period" for purposes of this Agreement shall be the period of time commencing on the date hereof and recognizes ending on the highly competitive ----------- nature second anniversary of the Company's business and that Employee's duties hereunder justify restricting Employee's further employment following any termination effective date of employment. The Employee agrees that so long as the Employee is employed by the Company, and (i) for a period of [two] years following the termination of this Agreement, Employee's employment by either Anicom or Employee, except when acting for any reason, provided that Anicom may not terminate Employee's employment hereunder during the Initial Employment Period without "Cause" (as defined in Section 7(d)). Employee hereby agrees that at all times during the request of the Company on behalf of or for the benefit of the Company, will not induce customers, agents or other sources of distribution of the Company's business under contract or doing business with the Company to terminate, reduce, alter or divert business with or from the Company, and (ii) for a period of one year following the termination of this AgreementRestricted Period, Employee shall not, directly or indirectly, either as a principalemployee, agent, employee, employer, consultant, partnerstockholder, member director, co-partner or manager in any other individual or representative capacity, own, operate, manage, control, engage in, invest in or participate in any manner in, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages or proposes to engage in the Business anywhere within thirty (30) miles of any office of Anicom or Purchaser existing as of the earlier of the date of determination and the effective date of the termination of Employee's employment (collectively, the "Territory"); provided, however, that nothing contained herein shall be construed to prevent Employee from (i) engaging in a limited liability company, shareholder business in which the sale of a company that wire and cable is ancillary to the conduct of the business and such business does not have compete with Anicom, or (fi) investing in the stock of any competing corporation listed on a national securities registered exchange or traded in the over-the-counter market, but only if Employee is not involved in the business of said corporation and if Employee and his "associates" (as such term is defined in Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (in effect on the "1934 Act"date hereof), or shareholder in excess collectively, do not own more than an aggregate of one two percent of a company that has securities registered under the 1934 Act, corporate officer or director, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with the business activities stock of the Company, in or about any market in which the Company has, or has publicly announced a plan for doing business. Employee further covenants and agrees that the restrictive covenant set forth in this paragraph is reasonable as to duration, terms and geographical area and that the same protects the legitimate interests of the Company, imposes no undue hardship on Employee, and is not injurious to the public. The covenant set forth under (ii) above shall not apply if Employee's employment is terminated within twelve months of a Change in Control as defined in of this Agreement. Ownership by Employee, for investment purposes only, of less than one percent of any class of securities of a corporation if said securities are listed on a national securities exchange or registered under the 1934 Act shall not constitute a breach of the covenant set forth under (ii) above. It is the desire and intent of the Parties that the provisions of this paragraph be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of paragraph shall be adjudicated to be invalid or unenforceable, this paragraph shall be deemed amended to apply in the broadest allowable manner and to delete therefrom the portion adjudicated to be invalid or unenforceable, such amendment and deletion to apply only with respect to the operation of paragraph in the particular jurisdiction in which that adjudication is madecorporation.

Non-Compete. Employee acknowledges and recognizes the highly competitive ----------- nature of the Company's ’s business and that Employee's ’s duties hereunder justify restricting Employee's ’s further employment following any termination of employment. The Employee further acknowledges and understands that the Company recognizes Employee’s importance and value to the Company and thus has provided Employee with the overall compensation package described hereunder in order to induce Employee to enter into this Agreement. Accordingly, Employee agrees that so long as the Employee is employed by the Company, and (i) for a period of [two] two years following the termination of this AgreementEmployee’s employment, Employee shall not induce or attempt to induce any employee of the Company to leave the employ of the Company, or in any way interfere with the relationship between the Company and any other employee; (ii) for a period of one year following the termination of Employee’s employment, Employee, except when acting at the request of the Company on behalf of or for the benefit of the Company, will shall not induce customers, agents or other sources of distribution of the Company's ’s business under contract contract, or doing business business, with the Company to terminate, reduce, alter or divert business with or from the Company, ; and (iiiii) for the period during which Employee is entitled to be paid severance under this Agreement (or for a period of one year following six (6) months after termination of Employee’s employment if Employee’s employment is terminated under circumstances in which Employee is not entitled to severance pursuant to the termination terms of this Agreement), Employee shall not, directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, member or manager of a limited liability company, shareholder of a company that does not have securities registered under the Securities Exchange Act of 1934, as amended 1934 (the "“1934 Act"”), or a shareholder in excess of one (1%) percent of a company that has securities registered under the 1934 Act, corporate officer or director, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever directly competes with the business activities of the Company, Company (which at the present time are point-of-care diagnostics for infectious diseases in humans and animals) in or about any market in which the Company hasis, or has publicly announced a plan for for, doing business. Employee further covenants and agrees that the restrictive covenant covenants set forth in this paragraph is are reasonable as to duration, terms terms, and geographical area and that the same protects the legitimate interests of the Company, imposes no undue hardship on Employee, and is not injurious to the public. The covenant set forth under (iiiii) above shall not apply if Employee's ’s employment is terminated within twelve months of a Change in Of Control (as defined in of this Agreementbelow). Ownership by Employee, for investment purposes only, of less than one percent of any class of securities of a corporation if said those securities are listed on a national securities exchange or registered under the 1934 Act shall not constitute a breach of the covenant set forth under (iiiii) above. Employee acknowledges and understands that, by virtue of his position with the Company, he will have exposure to various entities with which the Company does business or is in discussions to do business. Accordingly, Employee hereby covenants and agrees that, so long as he is employed by the Company, he will not, except with the prior written consent of the Company, solicit or enter into any discussions for a position of employment with any such entities. It is the desire and intent of the Parties that the provisions of this paragraph be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this paragraph shall be adjudicated to be invalid or unenforceable, this paragraph shall be deemed amended to apply in the broadest allowable manner and to delete therefrom the portion adjudicated to be invalid or unenforceable, such amendment and deletion to apply only with respect to the operation of this paragraph in the particular jurisdiction in which that adjudication is made. If Employee violates any of the restrictions contained in this Section 9, the Restricted Period shall be suspended and shall not run in favor of Employee until such time that Employee cures the violation; the period of time in which Employee is in breach shall be added to the restricted period.

Non-Compete. Employee acknowledges At all times during which either Founder is on the Board or has a right to be a designee director and recognizes the highly competitive ----------- nature of the Company's business and that Employee's duties hereunder justify restricting Employee's further employment following any termination of employment. The Employee agrees that so long as the Employee is employed by the Company, and (i) for a period of [two] two years following the termination of this Agreement, Employeethereafter, except when acting at the request on behalf of the Company on behalf of or for except with the benefit written consent of the Company, will not induce customers, agents or other sources of distribution of the Company's business under contract or doing business with the Company to terminate, reduce, alter or divert business with or from the Company, and (ii) for a period of one year following the termination of this Agreement, Employee each Founder shall not, directly or indirectly, either render services to, own, manage, operate, control, invest or acquire an interest in, whether as a principalproprietor, agentpartner, stockholder, member, director, officer, manager, employee, employerconsultant, joint venturer, debt or equity investor, lessor agent or other representative, any Person that is known by such Founder to engage in the line of business (and any lines of business the Company has active plans to engage) of the Company and its Subsidiaries (which, if neither Founder is on the Board and neither Founder has a right to be a designee director at the time, shall be limited to the lines of business of the Company as of the date that such Founder is no longer on the Board) in each case anywhere in the world (collectively, the “Competing Business”) (including directly or indirectly as a division or group of a larger organization) or otherwise engage in or conduct (whether as an owner, operator, employee, officer, director, consultant, advisor, partner, member representative or manager of otherwise) a limited liability company, shareholder of a company that does not have securities registered under the Securities Exchange Act of 1934, as amended (the "1934 Act"), or shareholder in excess of one percent of a company that has securities registered under the 1934 Act, corporate officer or director, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with the business activities of the Company, in or about any market in which the Company has, or has publicly announced a plan for doing business. Employee further covenants and agrees Competing Business; provided that the restrictive covenant set forth in this paragraph is reasonable as to duration, terms and geographical area and that the same protects the legitimate interests of the Company, imposes no undue hardship on Employee, and is not injurious to the public. The covenant set forth under (ii) above shall not apply if Employee's employment is terminated within twelve months of a Change in Control as defined in of this Agreement. Ownership by Employee, for investment purposes only, ownership of less than one percent 5% of the outstanding stock of any class of securities any corporation (other than any direct competitor of the Company in the business process outsourcing services space) shall not be deemed to be engaging in a Competing Business solely by reason of such ownership and provided, further, that this Section shall not preclude a Founder from rendering advice not for compensation to a Competing Business on a casual or occasional basis. Notwithstanding anything herein to the contrary, the Company hereby consents to each Founder’s (a) ownership of less than 5% of the outstanding stock of any class of equity in the companies listed on Schedule A; and (b) role as board member or advisor to the following companies: Kustomer, Inc. and Wander Hotel Parent LLC. For purposes of this Section 7.3, the capital stock of a corporation if said securities are listed on a national securities exchange or registered under the 1934 Act owned by Founder shall not constitute include the capital stock of a breach corporation owned of the covenant set forth under (ii) above. It is the desire and intent record by a mutual fund or similar investment vehicle, provided that Founder does not exercise a controlling interest or exercise control over investment decisions of the Parties that the provisions of this paragraph be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of paragraph shall be adjudicated to be invalid such mutual fund or unenforceable, this paragraph shall be deemed amended to apply in the broadest allowable manner and to delete therefrom the portion adjudicated to be invalid or unenforceable, such amendment and deletion to apply only with respect to the operation of paragraph in the particular jurisdiction in which that adjudication is madeinvestment vehicle.

Non-Compete. Employee acknowledges and recognizes the highly competitive ----------- nature of the Company's business and that Employee's duties hereunder justify restricting Employee's further employment following any termination of employment. The Employee further acknowledges and understands that the Company recognizes Employee's importance and value to the Company and thus has provided Employee with the overall compensation package described hereunder in order to induce Employee to enter into this Agreement. Accordingly, Employee agrees that so long as the Employee is employed by the Company, and (i) for a period of [two] two years following the termination of this Agreement, Employee shall not induce or attempt to induce any employee of the Company to leave the employ of the Company, or in any way interfere with the relationship between the Company and any other employee; (ii) for a period of one year following the termination of this Agreement, Employee, except when acting at the request of the Company on behalf of or for the benefit of the Company, will shall not induce customers, agents or other sources of distribution of the Company's business under contract or doing business with the Company to terminate, reduce, alter or divert business with or from the Company, ; and (iiiii) for the period during which Employee is entitled to be paid severance under this Agreement (or for a period of one year following the six (6) months after termination of this Agreement if Employee's employment is terminated under circumstances in which Employee is not entitled to severance pursuant to the terms of this Agreement), Employee shall not, directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, member or manager of a limited liability company, shareholder of a company that does not have securities registered under the Securities Exchange Act of 1934, as amended 1934 (the "1934 Act"), or a shareholder in excess of one (1%) percent of a company that has securities registered under the 1934 Act, corporate officer or director, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever directly competes with the business activities of the Company, Company (which at the present time are point-of-care diagnostics for infectious diseases in humans and animals) in or about any market in which the Company hasis, or has publicly announced a plan for for, doing business. Employee further covenants and agrees that the restrictive covenant covenants set forth in this paragraph is are reasonable as to duration, terms terms, and geographical area and that the same protects the legitimate interests of the Company, imposes no undue hardship on Employee, and is not injurious to the public. The covenant set forth under (iiiii) above shall not apply if Employee's employment is terminated within twelve months of a Change in Of Control (as defined in of this Agreementbelow). Ownership by Employee, for investment purposes only, of less than one percent of any class of securities of a corporation if said those securities are listed on a national securities exchange or registered under the 1934 Act shall not constitute a breach of the covenant set forth under (iiiii) above. Employee acknowledges and understands that, by virtue of his position with the Company, he will have exposure to various entities with which the Company does business or is in discussions to do business. Accordingly, Employee hereby covenants and agrees that, so long as he is employed by the Company, he will not, except with the prior written consent of the Company, solicit or enter into any discussions for a position of employment with any such entities. It is the desire and intent of the Parties that the provisions of this paragraph be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this paragraph shall be adjudicated to be invalid or unenforceableenforceable, this paragraph shall be deemed amended to apply in the broadest allowable manner and to delete therefrom the portion adjudicated to be invalid or unenforceable, such amendment and deletion to apply only with respect to the operation of this paragraph in the particular jurisdiction in which that adjudication is made.

Non-Compete. Employee acknowledges and recognizes the highly competitive ----------- nature of the Company's business and that Employee's duties hereunder justify restricting Employee's further employment following any termination of employment. The Employee Participant agrees that so long as during the Employee is employed by the Company, and (i) for a period of [two] years following the termination of this Agreement, Employee, except when acting at the request of the Company on behalf of or for the benefit of the Company, will not induce customers, agents or other sources of distribution of the Company's business under contract or doing business Participant’s employment with the Company to terminate, reduce, alter or divert business with or from the Company, and its Subsidiaries and for one (ii1) for a period of one year following the termination of this AgreementTermination thereof (the “Restricted Period”), Employee the Participant shall not, anywhere in the areas where the Company or any of its Subsidiaries conducts business during such employment (the “Restricted Territory”), directly or indirectly, either as a principalown, agentmanage, employeeoperate, employerjoin, consultantcontrol or participate in the ownership, partnermanagement, member operation or manager of a limited liability company, shareholder of a company that does not have securities registered under the Securities Exchange Act of 1934, as amended (the "1934 Act")control of, or shareholder in excess of one percent of a company that has securities registered under the 1934 Act, corporate be an officer or director, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in an employee of any business that is or organization that, directly or indirectly, develops, processes, packages, markets, promotes or sells color cosmetics or related services in competition in any manner whatsoever with the business activities of the CompanyRestricted Territories (each, in or about any market in which the Company has, or has publicly announced a plan for doing business. Employee further covenants and agrees that the restrictive covenant set forth in this paragraph is reasonable as to duration, terms and geographical area and that the same protects the legitimate interests of the Company, imposes no undue hardship on Employee, and is not injurious to the public“Restricted Business”). The covenant set forth under (ii) above foregoing shall not apply if Employee's employment is terminated within twelve months of a Change in Control as defined in of this Agreement. Ownership by Employee, for investment purposes only, of less than one percent restrict the Participant from (a) owning up to 5% of any class of securities of any person engaged in a corporation Restricted Business if said such securities are listed on a any national or regional securities exchange or have been registered under the 1934 Act shall not constitute a breach Section 12(g) of the covenant set forth under Exchange Act, as long as such securities are held solely as a passive investment and not with a view to influencing, controlling or directing the affairs of such person), or (b) following the Participant’s termination of employment, being an officer, director, employee, shareholder, consultant, contractor, partner, joint venturer, agent, equity owner or acting in another capacity of or for (i) a business that principally sells retail goods (such as Wal Mart) for which sales of products manufactured by a Restricted Business generate less than 10 percent of its revenue or (ii) above. It is a business entity that has multiple lines of business, some of which are not a Restricted Business, so long as the desire Participant’s services for such entity are restricted so that he will provide no services or other assistance in support of, and intent will not otherwise be involved with, any Restricted Business conducted by such entity (except that the Participant shall be permitted to serve in a management capacity with responsibility for multiple product lines so long as such responsibility does not cover product lines for which more than 10 percent of the Parties that the provisions of this paragraph be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of paragraph shall be adjudicated to be invalid or unenforceable, this paragraph shall be deemed amended to apply in the broadest allowable manner and to delete therefrom the portion adjudicated to be invalid or unenforceable, such amendment and deletion to apply only with respect to the operation of paragraph in the particular jurisdiction in which that adjudication is madecollective revenues are generated by a Restricted Business).

Non-Compete. Employee acknowledges The Executive shall not during the Restricted Period (as defined below) in the United States or any other place where GMI, the Company and recognizes their affiliates conduct operations related to the highly competitive ----------- nature Company Business, directly or indirectly (except in the Executive's capacity as an officer of GMI or the Company's business and that Employee's duties hereunder justify restricting Employee's further employment following any termination of employment. The Employee agrees that so long as the Employee is employed by the Company, and ): (i) for a period of [two] years following the termination of this Agreement, Employee, except when acting at the request of engage or participate in the Company on behalf of or for the benefit of the Company, will not induce customers, agents or other sources of distribution of the Company's business under contract or doing business with the Company to terminate, reduce, alter or divert business with or from the Company, and Business; (ii) for enter the employ of, or render any other services to, any person engaged in the Company Business except as permitted hereunder; or (iii) become interested in any such person in any capacity, including, without limitation, as an individual, partner, shareholder, lender, officer, director, principal, agent, consultant or trustee except as permitted hereunder, provided however, that the Executive may own, directly or indirectly, solely as an investment, securities of any person traded on any national securities exchange or listed on the National Association of Securities Dealers Automated Quotation System if the Executive is not a period controlling person of, or a member of one year following a group which controls, such person and the termination of this Agreement, Employee shall Executive does not, directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, member own 1% or manager of a limited liability company, shareholder of a company that does not have securities registered under the Securities Exchange Act of 1934, as amended (the "1934 Act"), or shareholder in excess of one percent of a company that has securities registered under the 1934 Act, corporate officer or director, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with the business activities of the Company, in or about any market in which the Company has, or has publicly announced a plan for doing business. Employee further covenants and agrees that the restrictive covenant set forth in this paragraph is reasonable as to duration, terms and geographical area and that the same protects the legitimate interests of the Company, imposes no undue hardship on Employee, and is not injurious to the public. The covenant set forth under (ii) above shall not apply if Employee's employment is terminated within twelve months of a Change in Control as defined in of this Agreement. Ownership by Employee, for investment purposes only, of less than one percent more of any class of equity securities, or securities convertible into or exercisable or exchangeable for 1% or more of any class of equity securities, of such person. As used herein, the "Restricted Period" shall mean a corporation period commencing on the date hereof and terminating upon the first to occur of (a) the date which is one year after the date on which the Company terminates or is deemed to terminate the Executive's employment without Cause as defined hereinafter, (b) the date which is one year after the date on which the Executive terminates or is deemed to terminate his employment pursuant to Section 4.6 hereof or (c) the Termination Date; provided, however, that if said securities are listed on a national securities exchange the Company shall have terminated the Executive's employment for Cause and such Cause in fact exists or registered under if the 1934 Act Executive shall not constitute a have terminated his employment with the Company in breach of the covenant set forth under (ii) above. It is terms of this Agreement, the desire and intent Restricted Period shall end twelve months following the termination of the Parties that the provisions of this paragraph be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of paragraph shall be adjudicated to be invalid or unenforceable, this paragraph shall be deemed amended to apply in the broadest allowable manner and to delete therefrom the portion adjudicated to be invalid or unenforceable, such amendment and deletion to apply only with respect to the operation of paragraph in the particular jurisdiction in which that adjudication is madeExecutive's employment hereunder.

Non-Compete. Employee acknowledges and recognizes the highly competitive ----------- nature a. In further consideration of the Company's business compensation to be paid to Executive hereunder, Executive acknowledges that in the course of her employment with Employer and its Subsidiaries and Affiliates she shall become familiar, and during her employment with Employer she has become familiar, with Employer’s trade secrets and with other Confidential Information concerning Employer and its predecessors and its Subsidiaries and Affiliates and that Employee's duties hereunder justify restricting Employee's further employment following any termination her services have been and shall be of employmentspecial, unique and extraordinary value to Employer. The Employee Therefore, Executive agrees that so long as the Employee is employed by the Company, during her employment and (i) for a period of [two] years following the termination of this Agreement, Employee, except when acting at the request of the Company on behalf of or for the benefit of the Company, will not induce customers, agents or other sources of distribution of the Company's business under contract or doing business with the Company to terminate, reduce, alter or divert business with or from the Company, and (ii) for a period of one year following her last day of employment (hereafter referred to as the termination of this Agreement“Non-compete Period”), Employee Executive shall not, not directly or indirectlyindirectly own any interest in, either as a principalmanage, agentcontrol, employeeparticipate in, employerconsult with, consultant, partner, member or manager of a limited liability company, shareholder of a company that does not have securities registered under the Securities Exchange Act of 1934, as amended (the "1934 Act"), or shareholder in excess of one percent of a company that has securities registered under the 1934 Act, corporate officer or directorrender services for, or in any other individual or representative capacity, manner engage or otherwise participate in any manner or fashion in any business or enterprise identical to or similar to any such business which is engaged in by Employer, its Subsidiaries or Affiliates or any of their respective franchises, which shall include any restaurant business that is in competition in any manner whatsoever with derives more than 25% of its revenues from the business activities sale of steak and steak dishes and which has an average guest check greater than $65, escalating by five percent (5%) per year, (the “Business”), as of the Companydate of this Agreement and which is located in the United States, in or about any market in which shall for purposes of illustration and not limitation include the Company hasfollowing chains and their parent companies, or has publicly announced subsidiaries and other affiliates: Xxxxxx’x Restaurant Group, The Palm, Xxxxx & Wollensky, Del Frisco’s, Sullivan’s, The Capital Grille, Mastro’s and Xxxxxxx’x. Nothing herein shall prohibit Executive from being a plan for doing business. Employee further covenants and agrees that the restrictive covenant set forth in this paragraph is reasonable as to duration, terms and geographical area and that the same protects the legitimate interests passive owner of not more than 2% of the Company, imposes no undue hardship on Employee, and is not injurious to the public. The covenant set forth under (ii) above shall not apply if Employee's employment is terminated within twelve months of a Change in Control as defined in of this Agreement. Ownership by Employee, for investment purposes only, of less than one percent outstanding stock of any class of securities a corporation that is publicly traded, so long as Executive has no active participation in the business of such corporation. This restriction will not apply if Executive is employed as an officer of a corporation if said securities are listed on business, including, but not limited to, a national securities exchange casino or registered under the 1934 Act shall not constitute a breach hotel, that as an ancillary service provides fine dining as defined in this paragraph. The term “ancillary” assumes that less than fifty-percent 50% of the covenant set forth under (ii) above. It is the desire and intent of the Parties that the provisions of this paragraph be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of paragraph shall be adjudicated to be invalid or unenforceable, this paragraph shall be deemed amended to apply in the broadest allowable manner and to delete therefrom the portion adjudicated to be invalid or unenforceable, such amendment and deletion to apply only with respect to the operation of paragraph in the particular jurisdiction in which that adjudication is madebusiness revenues are derived from its dining facilities.

Non-Compete. (a) Employee acknowledges and recognizes the highly competitive ----------- nature of the Company's ’s business and that Employee's ’s duties hereunder justify restricting Employee's ’s further employment following any termination of employment. The Employee agrees that so long as the Employee is employed by the Company, and (i) for a period of [two] years following the termination of this Agreement, Employee, except when acting at the request of the Company on behalf of or for the benefit of the Company, (i) will not induce customers, agents or other sources of distribution of the Company's ’s business under contract contract, doing business with the Company, or doing in negotiations to do business with the Company to terminate, reduce, alter or divert business with or from the Company, and (ii) for a period will not, directly or indirectly, solicit or induce, or enter into any discussions that would have the effect of one year following soliciting or inducing, any individual that is, or was, within ninety days prior to the termination of this Agreement, Employee an employee of Company or any of Company’s affiliates to leave the Company or such affiliate of the Company, (iii) will not, directly or indirectly, employ any individual that is, or was, within ninety days prior to the termination of this Agreement, an employee of either the Company or an affiliate of the Company, and (iv) shall not, directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, member or manager of a limited liability company, shareholder of a company that does not have securities registered under the Securities Exchange Act of 1934, as amended (the "“1934 Act"”), or shareholder in excess of one percent of a company that has securities registered under the 1934 Act, corporate officer or director, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is engaged in the oil and gas industry or is otherwise engaged in competition in any manner whatsoever with the business activities of the Company, in or about any market including, without limitation, involvement with areas in which the Company has, is developing a property or properties and in areas that the Company is analyzing or has publicly announced a plan for doing businessanalyzed to determine if development and exploration is feasible in such areas. Employee further covenants and agrees that the restrictive covenant set forth in this paragraph is reasonable as to duration, terms terms, and geographical area and that the same protects the legitimate interests of the Company, imposes no undue hardship on Employee, and is not injurious to the public. The covenant set forth under (ii) above shall not apply if Employee's employment is terminated within twelve months of a Change in Control as defined in of this Agreement. Ownership by Employee, for investment purposes only, of less than one percent of any class of securities of a corporation if said securities are listed on a national securities exchange or registered under the 1934 Act shall not constitute a breach of the covenant set forth under (iiiv) above. It is the desire and intent of the Parties that the provisions of this paragraph be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this paragraph shall be adjudicated to be invalid or unenforceable, this paragraph shall be deemed amended to apply in the broadest allowable manner and to delete therefrom the portion adjudicated to be invalid or unenforceable, such amendment and deletion to apply only with respect to the operation of paragraph in the particular jurisdiction in which that adjudication is made.

Non-Compete. (a) Employee acknowledges and recognizes the highly competitive ----------- nature of the Company's ’s business and that Employee's ’s duties hereunder justify restricting Employee's ’s further employment following any termination of employment. The Employee agrees that so long as the Employee is employed by the Company, and (i) for a period of [two] years following the termination of this Agreement, Employee, except when acting at the request of the Company on behalf of or for the benefit of the Company, (i) will not induce customers, agents or other sources of distribution of the Company's ’s business under contract contract, doing business with the Company, or doing in negotiations to do business with the Company to terminate, reduce, alter or divert business with or from the Company, and (ii) for a period will not, directly or indirectly, solicit or induce, or enter into any discussions that would have the effect of one year following soliciting or inducing, any individual that was, within ninety days prior to the termination of this Agreement, Employee an employee of Company or any of Company’s affiliates to leave the Company or such affiliate of the Company, (iii) will not, directly or indirectly, employ any individual that was, within ninety days prior to the termination of this Agreement, an employee of either the Company or an affiliate of the Company, and (iv) shall not, directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, member or manager of a limited liability company, shareholder of a company that does not have securities registered under the Securities Exchange Act of 1934, as amended (the "“1934 Act"”), or shareholder in excess of one percent of a company that has securities registered under the 1934 Act, corporate officer or director, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with the business activities of the Company, in or about any market in which the Company has, or has publicly announced a plan for doing business. Employee further covenants and agrees that the restrictive covenant set forth in this paragraph is reasonable as to duration, terms terms, and geographical area and that the same protects the legitimate interests of the Company, imposes no undue hardship on Employee, and is not injurious to the public. The covenant set forth under (ii) above shall not apply if Employee's employment is terminated within twelve months of a Change in Control as defined in of this Agreement. Ownership by Employee, for investment purposes only, of less than one percent of any class of securities of a corporation if said securities are listed on a national securities exchange or registered under the 1934 Act shall not constitute a breach of the covenant set forth under (iiiv) above. Occasional consulting (with regards to Tipperary Corporation) by Employee, as the former CFO of Tipperary Corporation, when provided to Tipperary Corporation or its affiliates shall not constitute a breach of the covenant set forth under (iv) above. It is the desire and intent of the Parties that the provisions of this paragraph be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this paragraph shall be adjudicated to be invalid or unenforceable, this paragraph shall be deemed amended to apply in the broadest allowable manner and to delete therefrom the portion adjudicated to be invalid or unenforceable, such amendment and deletion to apply only with respect to the operation of paragraph in the particular jurisdiction in which that adjudication is made.

Non-Compete. Employee acknowledges and recognizes the highly competitive ----------- nature of the Company's business and that Employee's duties hereunder justify restricting Employee's further employment following any termination of employment. The Employee agrees that so long as the Employee is employed by the Company, and (i) for a period of [two] years one year following the termination of this Agreement, Employee, except when acting at the request of the Company on behalf of or for the benefit of the Company, Employee (i) will not induce customers, agents or other sources of distribution of the Company's business under contract contract, doing business with the Company, or doing in negotiations to do business with the Company to terminate, reduce, alter or divert business with or from the Company, and (ii) for a period will not, directly or indirectly, solicit or induce, or enter into any discussions that would have the effect of one year following soliciting or inducing, any individual that is, or was, within 90 days prior to the termination of this Agreement, Employee an employee of the Company or any of the Company's affiliates, to leave the Company or such affiliate of the Company, (iii) will not, directly or indirectly, employ any individual that is, or was, within 90 days prior to the termination of the Agreement, an employee of either the Company or an affiliate of the Company; and (iv) shall not, directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, member or manager of a limited liability company, shareholder of or a company that does not have securities registered under the Securities Exchange Act of 1934, as amended (the "1934 Act"), or shareholder in excess of one percent 1% of a company that has securities registered under the 1934 Actpublicly-held company, corporate officer or director, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business in the United States or in any other part of the world in which the Company is conducting business at the time of termination of this Agreement, that is in competition in any manner whatsoever with the business activities of the Company, in or about any market in which the Company has, or has publicly announced a plan for doing business. Employee further covenants and agrees that the restrictive covenant set forth in this paragraph Section 11 is reasonable as to duration, terms terms, and geographical area area, and that the same this protects the legitimate interests of the Company, imposes no undue hardship on the Employee, and is not injurious to the public. The covenant set forth under (ii) above shall not apply if Employee's employment is terminated within twelve months of a Change in Control as defined in of this Agreement. Ownership by Employee, for investment purposes only, of less than one percent of any class of securities of a corporation if said securities are listed on a national securities exchange or registered under the 1934 Act shall not constitute a breach of the covenant set forth under (ii) above. It is the desire and intent of the Parties that the provisions of this paragraph Section 11 be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of paragraph this Section 11 shall be adjudicated to be invalid or unenforceable, this paragraph Section 11 shall be deemed amended to apply in the broadest allowable manner and to delete therefrom the portion adjudicated to be invalid or unenforceable, such . Such amendment and deletion to shall apply only with respect to the operation of paragraph this Section 11 in the particular jurisdiction in which that adjudication is made.

Non-Compete. Employee acknowledges During the term of employment and recognizes the highly competitive ----------- nature of the Company's business and that Employee's duties hereunder justify restricting Employee's further employment following any termination of employment. The Employee agrees that so long as the Employee is employed by the Company, and (i) for a period of [two] years following twelve months after (i) the effective date of your retirement or other voluntary termination of this Agreement, Employee, except when acting at the request of the Company on behalf of employment or for the benefit of the Company, will not induce customers, agents or other sources of distribution of the Company's business under contract or doing business with the Company to terminate, reduce, alter or divert business with or from the Company, and (ii) for the Effective Termination Date of a period of one year following the termination of this Agreementemployment pursuant to Section 4, Employee you shall not, directly or indirectly, either without the prior written consent of the Chief Executive Officer of the Company, render any services to, or act in any capacity for, any Competitive Entity, or acquire any interest of any type in any Competitive Entity; provided, however, that the foregoing shall not be deemed to prohibit you from acquiring, (a) solely as a principalan investment and through market purchases, agent, employee, employer, consultant, partner, member or manager securities of a limited liability company, shareholder of a company that does not have securities any Competitive Entity which are registered under Section 12(b) or 12(g) of the Securities Exchange Act of 19341934 and which are publicly traded, so long as amended you are not part of any control group of such Competitive Entity and such securities, including converted securities, do not constitute more than one percent (1%) of the "1934 Act")outstanding voting power of that entity and (b) securities of any Competitive Entity that are not publicly traded, so long as you are not part of any control group of such Competitive Entity and such securities, including converted securities, do not constitute more than three percent (3%) of the outstanding voting power of that entity. For purposes of the foregoing, the following shall be deemed to be a Competitive Entity: (x) during the period that you are actively employed with the Company, during the Disability Period, or shareholder prior to the Effective Termination Date in excess of one percent of a company the event your employment is terminated pursuant to Section 4, any person or entity that has securities registered under the 1934 Act, corporate officer or director, or engages in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any line of business that is in competition in substantially the same as either (i) any manner whatsoever with the line of business activities of the Company, in or about any market in which the Company hasengages in, conducts or, to your knowledge, has definitive plans to engage in or has publicly announced a plan for doing business. Employee further covenants and agrees that the restrictive covenant set forth in this paragraph is reasonable as to duration, terms and geographical area and that the same protects the legitimate interests of the Company, imposes no undue hardship on Employee, and is not injurious to the public. The covenant set forth under conduct or (ii) above shall any operating business that is engaged in or conducted by the Company as to which, to your knowledge, the Company covenants, in writing, not apply if Employee's employment is terminated within twelve months to compete with in connection with the disposition of such business, and (y) after the Disability Period, the Effective Termination Date in the event of a Change in Control as defined in termination of this Agreement. Ownership by Employeeyour term of employment pursuant to Section 4 or the effective date of your retirement or other voluntary termination of employment, for investment purposes only, of less than one percent of any class of securities of a corporation if said securities are listed on a national securities exchange or registered under the 1934 Act shall not constitute a breach of the covenant set forth under (ii) above. It is the desire following: AT&T Corporation, Bertelsmann A.G., CBS Corporation, Comcast Corporation, The Xxxx Disney Company, General Electric Corporation, Google Inc., Microsoft Corporation, The News Corporation Ltd., Sony Corporation, Viacom Inc. and intent of the Parties that the provisions of this paragraph be enforced Yahoo! Inc., and their respective subsidiaries and affiliates and any successor to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordinglyinternet service provider, if any particular portion of paragraph shall be adjudicated to be invalid media or unenforceable, this paragraph shall be deemed amended to apply in the broadest allowable manner and to delete therefrom the portion adjudicated to be invalid or unenforceable, such amendment and deletion to apply only with respect to the operation of paragraph in the particular jurisdiction in which that adjudication is madeentertainment businesses thereof.

Non-Compete. (a) Employee acknowledges and recognizes the highly competitive ----------- nature of the Company's ’s business and that Employee's ’s duties hereunder justify restricting Employee's ’s further employment following any termination of employment. The Employee agrees that so long as the Employee is employed by the Company, and (i) for a period of [two] years following the termination of this Agreement, Employee, except when acting at the request of the Company on behalf of or for the benefit of the Company, (i) will not induce customers, agents or other sources of distribution of the Company's ’s business under contract contract, doing business with the Company, or doing in negotiations to do business with the Company to terminate, reduce, alter or divert business with or from the Company, and (ii) for a period will not, directly or indirectly, solicit or induce, or enter into any discussions that would have the effect of one year following soliciting or inducing, any individual that is, or was, within ninety days prior to the termination of this Agreement, Employee an employee of Company or any of Company’s affiliates to leave the Company or such affiliate of the Company, (iii) will not, directly or indirectly, employ any individual that is, or was, within ninety days prior to the termination of this Agreement, an employee of either the Company or an affiliate of the Company, and (iv) shall not, directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, member or manager of a limited liability company, shareholder of a company that does not have securities registered under the Securities Exchange Act of 1934, as amended (the "“1934 Act"”), or shareholder in excess of one percent of a company that has securities registered under the 1934 Act, corporate officer or director, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is engaged in the oil and gas industry or is otherwise engaged in competition in any manner whatsoever with the business activities of the Company, in or about any market including, without limitation, involvement with areas in which the Company has, is developing a property or properties and in areas that the Company is analyzing or has publicly announced a plan for doing businessanalyzed to determine if development and exploration is feasible in such areas. Employee further covenants and agrees that the restrictive covenant set forth in this paragraph is reasonable as to duration, terms terms, and geographical area and that the same protects the legitimate interests of the Company, imposes no undue hardship on Employee, and is not injurious to the public. The covenant set forth under (ii) above shall not apply if Employee's employment is terminated within twelve months of a Change in Control as defined in of this Agreement. Ownership by Employee, for investment purposes only, of less than one percent of any class of securities of a corporation if said securities are listed on a national securities exchange or registered under the 1934 Act shall not constitute a breach of the covenant set forth under (iiiv) above. It is the desire and intent of the Parties that the provisions of this paragraph be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this paragraph shall be adjudicated to be invalid or unenforceable, this paragraph shall be deemed amended to apply in the broadest allowable manner and to delete therefrom the portion adjudicated to be invalid or unenforceable, such amendment and deletion to apply only with respect to the operation of paragraph in the particular jurisdiction in which that adjudication is made. In the event that Employee’s employment with Company is terminated pursuant to Section 8(a) below, the provisions in Section 7(a) above shall continue to apply for a period of 12 months following the date of termination, however, such provisions will be limited geographically to any areas that Company is currently developing, or any areas that Company has, during the 12 month period prior to the date of termination, analyzed to determine if development and exploration is feasible in such area. Company shall, no later than thirty days after the termination of Employee’s employment pursuant to Section 8(a) below, provide Employee with a list of areas to which Section 7(a) is limited. It is understood that Employee has an overriding royalty interest in the Goliath and Titan Areas of Mutual Interest and affected lands, as defined in Purchase and Sale Agreement dated October 7, 2005, by and among American Oil & Gas, Inc. and Tahosa Holdings, LLC, et al; and Purchase and Sale Agreement dated May 5, 2006, by and among Pogo Producing Company and Tahosa Holdings, LLC, et al. Nothing in this Agreement shall affect Employee’s rights to that interest.

Non-Compete. Employee acknowledges During the term of employment and recognizes the highly competitive ----------- nature of the Company's business and that Employee's duties hereunder justify restricting Employee's further employment following any termination of employment. The Employee agrees that so long as the Employee is employed by the Company, and (i) for a period of [two] years following twelve months after (i) the effective date of your retirement or other voluntary termination of this Agreement, Employee, except when acting at the request of the Company on behalf of employment or for the benefit of the Company, will not induce customers, agents or other sources of distribution of the Company's business under contract or doing business with the Company to terminate, reduce, alter or divert business with or from the Company, and (ii) for the Effective Termination Date of a period of one year following the termination of this Agreementemployment pursuant to Section 4, Employee you shall not, directly or indirectly, either without the prior written consent of the Chairman, the Chief Executive Officer or any Chief Operating Officer of the Company, render any services to, or act in any capacity for, any Competitive Entity, or acquire any interest of any type in any Competitive Entity; provided, however, that the foregoing shall not be deemed to prohibit you from acquiring, (a) solely as a principalan investment and through market purchases, agent, employee, employer, consultant, partner, member or manager securities of a limited liability company, shareholder of a company that does not have securities any Competitive Entity which are registered under Section 12(b) or 12(g) of the Securities Exchange Act of 19341934 and which are publicly traded, so long as amended you are not part of any control group of such Competitive Entity and such securities, including converted securities, do not constitute more than one percent (1%) of the "1934 Act")outstanding voting power of that entity and (b) securities of any Competitive Entity that are not publicly traded, so long as you are not part of any control group of such Competitive Entity and such securities, including converted securities, do not constitute more than three percent (3%) of the outstanding voting power of that entity. For purposes of the foregoing, the following shall be deemed to be a Competitive Entity: (x) during the period that you are actively employed with the Company, during the Disability Period, or shareholder prior to the Effective Termination Date in excess of one percent of a company the event your employment is terminated pursuant to Section 4, any person or entity that has securities registered under the 1934 Act, corporate officer or director, or engages in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any line of business that is in competition in substantially the same as either (i) any manner whatsoever with the line of business activities of the Company, in or about any market in which the Company hasengages in, conducts or, to your knowledge, has definitive plans to engage in or has publicly announced a plan for doing business. Employee further covenants and agrees that the restrictive covenant set forth in this paragraph is reasonable as to duration, terms and geographical area and that the same protects the legitimate interests of the Company, imposes no undue hardship on Employee, and is not injurious to the public. The covenant set forth under conduct or (ii) above shall any operating business that is engaged in or conducted by the Company as to which, to your knowledge, the Company covenants, in writing, not apply if Employee's employment is terminated within twelve months to compete with in connection with the disposition of such business, and (y) after the Disability Period, the Effective Termination Date in the event of a Change in Control as defined in termination of this Agreement. Ownership by Employeeyour term of employment pursuant to Section 4 or the effective date of your retirement or other voluntary termination of employment, for investment purposes only, of less than one percent of any class of securities of a corporation if said securities are listed on a national securities exchange or registered under the 1934 Act shall not constitute a breach of the covenant set forth under (ii) above. It is the desire following: CBS Corporation, The Wxxx Disney Company, General Electric Corporation, Google Inc., Microsoft Corporation, The News Corporation Ltd., Sony Corporation, Viacom Inc. and intent of the Parties that the provisions of this paragraph be enforced Yahoo! Inc., and their respective subsidiaries and affiliates and any successor to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordinglyinternet service provider, if any particular portion of paragraph shall be adjudicated to be invalid media or unenforceable, this paragraph shall be deemed amended to apply in the broadest allowable manner and to delete therefrom the portion adjudicated to be invalid or unenforceable, such amendment and deletion to apply only with respect to the operation of paragraph in the particular jurisdiction in which that adjudication is madeentertainment businesses thereof.

Non-Compete. Employee acknowledges and recognizes During the highly competitive ----------- nature term of the Company's business and that Employee's duties hereunder justify restricting Employee's further ’s employment following any termination of employment. The Employee agrees that so long as the Employee is employed by the Company, Company and (i) for a period of [two] two (2) years following the after termination of this Agreementsuch employment, neither Employee nor any other person or entity with Employee’s assistance nor any entity in which Employee directly or indirectly has any interest of any kind (without limitation) shall anywhere in the world, directly or indirectly own, manage, operate, control, be employed by, solicit sales for, invest in, participate in, advise, consult with, or be connected with the ownership, management, operation, or control of any business which is engaged, in whole or in part, in the Business, or any business that is competitive therewith or any portion thereof, except when acting at the request of the Company on behalf of or for the exclusive benefit of the Company; provided, will not induce customershowever, agents or other sources of distribution of the Company's business under contract or doing business with the Company to terminate, reduce, alter or divert business with or from the Company, and (ii) for a period of one year following the termination of this Agreement, that Employee shall notnot be deemed to have breached this provision if Employee’s sole relation with any such entity consists of Employee’s holding, directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, member or manager not greater than two percent (2%) of a limited liability company, shareholder the outstanding securities of a company that does listed on or through a national securities exchange. Further, Employee shall not be deemed to have securities registered under the Securities Exchange Act of 1934, as amended (the "1934 Act"), or shareholder in excess of one percent of a company that has securities registered under the 1934 Act, corporate officer or director, or in breached this Section 4(c) if Employee assumes any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with the business activities of the Company, in or about any market position in which Employee provides legal advice or counsel pursuant to an attorney-client relationship subject to the Company has, or has publicly announced a plan for doing business. Employee further covenants and agrees that the restrictive covenant below restrictions set forth in this paragraph is reasonable as Section 4(c) and Sections 4(d) and 4(e). Following termination of the Employee’s employment by the Company, if the Employee assumes a position in which the Employee provides legal advice or counsel pursuant to durationan attorney-client relationship, terms the Employee will comply with all rules of ethics and geographical area and that professional responsibility governing the legal profession. Specifically, but without limiting the foregoing, the Employee will not reveal information relating to the Employee’s prior representation of the Company unless the Company consents after consultation. The Employee will not represent any party in the same protects or substantially related matters in which that party’s interests are materially adverse to the legitimate interests of the Company, imposes no undue hardship on Employeeunless the Company consents after consultation. Further, and is the Employee will not injurious use information relating to the public. The covenant set forth under (ii) above shall not apply if Employee's employment is terminated within twelve months of a Change in Control as defined in of this Agreement. Ownership by Employee, for investment purposes only, of less than one percent of any class of securities of a corporation if said securities are listed on a national securities exchange or registered under the 1934 Act shall not constitute a breach ’s prior representation of the covenant set forth under (ii) above. It is Company to the desire and intent disadvantage of the Parties that the provisions of this paragraph be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of paragraph shall be adjudicated to be invalid or unenforceable, this paragraph shall be deemed amended to apply in the broadest allowable manner and to delete therefrom the portion adjudicated to be invalid or unenforceable, such amendment and deletion to apply only with respect to the operation of paragraph in the particular jurisdiction in which that adjudication is madeCompany.

Non-Compete. Employee acknowledges During the term of employment and recognizes the highly competitive ----------- nature of the Company's business and that Employee's duties hereunder justify restricting Employee's further employment following any termination of employment. The Employee agrees that so long as the Employee is employed by the Company, and (i) for a period of [two] years following twelve months after (i) the effective date of your retirement or other voluntary termination of this Agreement, Employee, except when acting at the request of the Company on behalf of employment or for the benefit of the Company, will not induce customers, agents or other sources of distribution of the Company's business under contract or doing business with the Company to terminate, reduce, alter or divert business with or from the Company, and (ii) for the Effective Termination Date of a period of one year following the termination of this Agreementemployment pursuant to Section 4, Employee you shall not, directly or indirectly, either without the prior written consent of the Chief Executive Officer of the Company, render any services to, or act in any capacity for, any Competitive Entity, or acquire any interest of any type in any Competitive Entity; provided, however, that the foregoing shall not be deemed to prohibit you from acquiring, (a) solely as a principalan investment and through market purchases, agent, employee, employer, consultant, partner, member or manager securities of a limited liability company, shareholder of a company that does not have securities any Competitive Entity which are registered under Section 12(b) or 12(g) of the Securities Exchange Act of 19341934 and which are publicly traded, so long as amended you are not part of any control group of such Competitive Entity and such securities, including converted securities, do not constitute more than one percent (1%) of the "1934 Act")outstanding voting power of that entity and (b) securities of any Competitive Entity that are not publicly traded, so long as you are not part of any control group of such Competitive Entity and such securities, including converted securities, do not constitute more than three percent (3%) of the outstanding voting power of that entity. For purposes of the foregoing, the following shall be deemed to be a Competitive Entity: (x) during the period that you are actively employed with the Company, during the Disability Period, or shareholder prior to the Effective Termination Date in excess of one percent of a company the event your employment is terminated pursuant to Section 4, any person or entity that has securities registered under the 1934 Act, corporate officer or director, or engages in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any line of business that is in competition in substantially the same as either (i) any manner whatsoever with the line of business activities of the Company, in or about any market in which the Company hasengages in, conducts or, to your knowledge, has definitive plans to engage in or has publicly announced a plan for doing business. Employee further covenants and agrees that the restrictive covenant set forth in this paragraph is reasonable as to duration, terms and geographical area and that the same protects the legitimate interests of the Company, imposes no undue hardship on Employee, and is not injurious to the public. The covenant set forth under conduct or (ii) above shall any operating business that is engaged in or conducted by the Company as to which, to your knowledge, the Company covenants, in writing, not apply if Employee's employment is terminated within twelve months to compete with in connection with the disposition of such business, and (y) after the Disability Period, the Effective Termination Date in the event of a Change in Control as defined in termination of this Agreement. Ownership by Employeeyour term of employment pursuant to Section 4 or the effective date of your retirement or other voluntary termination of employment, for investment purposes only, of less than one percent of any class of securities of a corporation if said securities are listed on a national securities exchange or registered under the 1934 Act shall not constitute a breach of the covenant set forth under (ii) above. It is the desire following: CBS Corporation, The Xxxx Disney Company, General Electric Corporation, Google Inc., Microsoft Corporation, The News Corporation Ltd., Sony Corporation, and intent of the Parties that the provisions of this paragraph be enforced Viacom Inc., and their respective subsidiaries and affiliates and any successor to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of paragraph shall be adjudicated to be invalid media or unenforceable, this paragraph shall be deemed amended to apply in the broadest allowable manner and to delete therefrom the portion adjudicated to be invalid or unenforceable, such amendment and deletion to apply only with respect to the operation of paragraph in the particular jurisdiction in which that adjudication is madeentertainment businesses thereof.

Non-Compete. Employee acknowledges Sellers, on their own behalf and recognizes the highly competitive ----------- nature on behalf of the Company's business and their Affiliates (each a “Restricted Party”), covenant that Employee's duties hereunder justify restricting Employee's further employment following any termination of employment. The Employee agrees that so long as the Employee is employed by the Companyeach will not, and (i) for a period of [two] three (3) years following the termination of this Agreement, Employee, except when acting at the request of the Company on behalf of or for the benefit of the Company, will not induce customers, agents or other sources of distribution of the Company's business under contract or doing business with the Company to terminate, reduce, alter or divert business with or from the CompanyClosing Date, anywhere in North America, Europe and (ii) for a period of one year following the termination of this Agreement, Employee shall not, directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, member or manager of a limited liability company, shareholder of a company that does not have securities registered under the Securities Exchange Act of 1934, as amended (the "1934 Act"), or shareholder in excess of one percent of a company that has securities registered under the 1934 Act, corporate officer or director, or in any other individual or representative capacityAsia, engage in or otherwise participate in become associated as an owner, stockholder or member of any manner or fashion Person engaged in any business that is designs, develops, manufactures, distributes or sells aircraft fasteners or fastening systems that fasten directly to airframes, engines for structural integrity purposes or slotted entry bearings (“Restricted Business”). For the avoidance of doubt and without limiting the foregoing, nothing in competition the preceding sentence will limit Sellers or their Affiliates from manufacturing or selling clamps, fuel fittings, slotted entry bearings or any fasteners of types in any manner whatsoever with such case where such products are used as components of, or are ancillary to, current or future non-fastener product offerings. Sellers and Buyer acknowledge that the business activities non-competition covenant granted in this Section 6.11 is granted to maintain or preserve the value of the Company, in or about any market in which goodwill acquired by Buyer from Sellers hereunder. Notwithstanding anything to the Company has, or has publicly announced a plan for doing business. Employee further covenants and agrees that the restrictive covenant set forth contrary in this paragraph is reasonable as to durationSection 6.11, terms Sellers and geographical area and that the same protects the legitimate interests of the Company, imposes no undue hardship on Employee, and is not injurious to the public. The covenant set forth under (ii) above their Affiliates shall not apply if Employee's employment is terminated within twelve months of be prohibited from (i) acquiring a Change controlling interest in Control any Person (whether as defined in of this Agreement. Ownership by Employeeshareholder, for investment purposes onlyprincipal, of partner, agent, security holder, independent contractor, consultant or otherwise) that owns less than one ten percent of any class of securities security of a corporation Person that operates a Restricted Business if said securities are listed such security is publicly traded on a national securities exchange or registered under the 1934 Act shall not constitute a breach of the covenant set forth under exchange, (ii) aboveacquiring an interest of less than ten percent of any class of security of a Person that operates a Restricted Business, (iii) acquiring a business if no more than 25% of its revenues constitute Restricted Business, or (iii) acquiring a business if the total revenues that constitute Restricted Business are less than $10,000,000. It is the desire and intent of the Parties that the The provisions of this paragraph be enforced Section 6.11 are in no way intended to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordinglyrestrict, if any particular portion of paragraph shall be adjudicated to be invalid limit or unenforceable, this paragraph shall be deemed amended to apply in the broadest allowable manner and to delete therefrom the portion adjudicated to be invalid or unenforceable, such amendment and deletion to apply only with respect to otherwise alter the operation by Sellers and their Affiliates of paragraph in their respective businesses as conducted as of the particular jurisdiction in which that adjudication is made.Closing Date. EXECUTION COPY

Non-Compete. Employee acknowledges (a) . At all times during which either Founder is on the Board or has a right to be a designee director and recognizes the highly competitive ----------- nature of the Company's business and that Employee's duties hereunder justify restricting Employee's further employment following any termination of employment. The Employee agrees that so long as the Employee is employed by the Company, and (i) for a period of [two] two years following the termination of this Agreement, Employeethereafter, except when acting at the request on behalf of the Company on behalf of or for except with the benefit written consent of the Company, will not induce customers, agents or other sources of distribution of the Company's business under contract or doing business with the Company to terminate, reduce, alter or divert business with or from the Company, and (ii) for a period of one year following the termination of this Agreement, Employee each Founder shall not, directly or indirectly, either render services to, own, manage, operate, control, invest or acquire an interest in, whether as a principalproprietor, agentpartner, stockholder, member, director, officer, manager, employee, employerconsultant, joint venturer, debt or equity investor, lessor agent or other representative, any Person that is known by such Founder to engage in the line of business (and any lines of business the Company has active plans to engage) of the Company and its Subsidiaries (which, if neither Founder is on the Board and neither Founder has a right to be a designee director at the time, shall be limited to the lines of business of the Company as of the date that such Founder is no longer on the Board) in each case anywhere in the world (collectively, the “Competing Business”) (including directly or indirectly as a division or group of a larger organization) or otherwise engage in or conduct (whether as an owner, operator, employee, officer, director, consultant, advisor, partner, member representative or manager of otherwise) a limited liability company, shareholder of a company that does not have securities registered under the Securities Exchange Act of 1934, as amended (the "1934 Act"), or shareholder in excess of one percent of a company that has securities registered under the 1934 Act, corporate officer or director, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with the business activities of the Company, in or about any market in which the Company has, or has publicly announced a plan for doing business. Employee further covenants and agrees Competing Business; provided that the restrictive covenant set forth in this paragraph is reasonable as to duration, terms and geographical area and that the same protects the legitimate interests of the Company, imposes no undue hardship on Employee, and is not injurious to the public. The covenant set forth under (ii) above shall not apply if Employee's employment is terminated within twelve months of a Change in Control as defined in of this Agreement. Ownership by Employee, for investment purposes only, ownership of less than one percent 5% of the outstanding stock of any class of securities any corporation (other than any direct competitor of the Company in the business process outsourcing services space) shall not be deemed to be engaging in a Competing Business solely by reason of such ownership and provided, further, that this Section shall not preclude a Founder from rendering advice not for compensation to a Competing Business on a casual or occasional basis. Notwithstanding anything herein to the contrary, the Company hereby consents to each Founder’s (a) ownership of less than [ ]% of the outstanding stock of any class of equity in the companies listed on Schedule A; and (b) role as board member or advisor to the following companies: [ ]. For purposes of this Section 7.3, the capital stock of a corporation if said securities are listed on a national securities exchange or registered under the 1934 Act owned by Founder shall not constitute include the capital stock of a breach corporation owned of the covenant set forth under (ii) above. It is the desire and intent record by a mutual fund or similar investment vehicle, provided that Founder does not exercise a controlling interest or exercise control over investment decisions of the Parties that the provisions of this paragraph be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of paragraph shall be adjudicated to be invalid such mutual fund or unenforceable, this paragraph shall be deemed amended to apply in the broadest allowable manner and to delete therefrom the portion adjudicated to be invalid or unenforceable, such amendment and deletion to apply only with respect to the operation of paragraph in the particular jurisdiction in which that adjudication is madeinvestment vehicle.