Common use of Non-Compete Clause in Contracts

Non-Compete. The Executive acknowledges that he/she has gained or will gain extensive and valuable experience and knowledge in the business conducted by the Company and has had or will have extensive contacts with the customers, suppliers, investors, and/or consultants of the Company. The Executive recognizes that it is critical to the ongoing success of the Company that it preserve its goodwill and protect its proprietary rights and its other important business interests. Accordingly, the Executive agrees that he/she will not, while employed by the Company during the Term hereof and for a period of one year thereafter (or, in the event of the Company's termination of the Executive without cause or if the Executive's employment is terminated by him/her for Good Reason (as defined herein) or by the Company within six months before or within twenty-four (24) months after a Change of Control (as defined herein), for such longer period during which the Executive is receiving compensation pursuant to the provisions of Section 8 hereof), directly or indirectly, engage in (whether as an officer, employee, consultant, director, proprietor, agent, partner or otherwise) or have an ownership interest in, or participate in the financing, operation, management or control of, any person, firm, corporation or business engaged in competition with the Company, any of its affiliates, its parent or subsidiaries in the business of manufacture or sale of printed circuit boards, backpanels, backplanes and/or box build assembly products, or in the development of technology for such businesses; provided, however, that these restrictions shall only apply to the Executive's activities post-termination of employment with persons, firms, corporations or businesses with annual gross revenues in a competing business, as defined herein, (in the aggregate with its affiliated entities) in excess of one hundred million United States dollars. It is agreed that ownership of no more than 4.9% of the outstanding voting stock of a publicly traded corporation shall not constitute a violation of this provision. In recognition of the fact that the Company's business is global, the territory to which the restrictions contained in this Section 5(a) shall apply shall be worldwide. The Company may waive the foregoing restrictions or their application in any particular circumstance and may condition any such waiver upon receipt of assurances satisfactory to the Company, from the Executive and/or others, that the Executive's proposed activity will not adversely affect the Company's goodwill, proprietary rights or other important business interests.

Non-Compete. The Executive acknowledges that he/she has gained or will gain extensive and valuable experience and knowledge Except as set forth in the business conducted by the Company and has had or will have extensive contacts with the customersthird paragraph of this Section 3, suppliers, investors, and/or consultants of the Company. The Executive recognizes that it is critical to the ongoing success of the Company that it preserve its goodwill and protect its proprietary rights and its other important business interests. Accordingly, the Executive agrees that he/she will Employee shall not, while employed this Agreement is in effect, engage in, or be interested in, in an active capacity, any business other than that of the Employer or any affiliate, associate or subsidiary corporation of Employer. It is the express intent of the Employer and Employee that: (i) the covenants and affirmative obligations of this Section be binding obligations to be enforced to the fullest extent permitted by law; (ii) in the Company during event of any determination of unenforceability of the Term hereof scope of any covenant or obligation, its limitation which a court of competent jurisdiction deems fair and reasonable, shall be the sole basis for relief from the full enforcement thereof; and (iii) in no event shall the covenants or obligations in this Section be deemed wholly unenforceable. In addition, except as set forth in the third paragraph of this Section 3, Employee shall not, for a period of one (1) year thereafter after termination of employment (or, in the event whether such termination is by reason of the Company's termination expiration of the Executive without cause this Agreement or if the Executive's employment is terminated by him/her for Good Reason (as defined herein) or by the Company within six months before or within twenty-four (24) months after a Change of Control (as defined hereinany other reason), for such longer period during which within the Executive is receiving compensation pursuant to the provisions of Section 8 hereof)United States, directly or indirectly, engage in (whether as an officercontrol, employeemanage, consultantoperate, director, proprietor, agent, partner or otherwise) or have an ownership interest in, joint or participate in the financing, operationcontrol, management or control of, operation of any person, firm, corporation business which directly or indirectly competes with any business engaged in of the Employer at the time of such termination. The Employee shall not during the term of this non-competition provision contact any employees of the Employer for the purpose of inducing or otherwise encouraging said employees to leave their employment with the Company, any of its affiliates, its parent or subsidiaries in the business of manufacture or sale of printed circuit boards, backpanels, backplanes and/or box build assembly products, or in the development of technology for such businesses; provided, however, that these restrictions shall only apply to the Executive's activities post-termination of employment with persons, firms, corporations or businesses with annual gross revenues in a competing business, as defined herein, (in the aggregate with its affiliated entities) in excess of one hundred million United States dollarsEmployer. It is agreed that ownership of no more than 4.9% of the outstanding voting stock of a publicly traded corporation shall not constitute a violation of this provision. In recognition of the fact that the Company's business is global, the territory to which the restrictions No provision contained in this Section 5(a) shall apply shall be worldwide. The Company may waive the foregoing restrictions restrict Employee from making investments in other ventures which are not competitive with Employer, or their application restrict Employee from engaging, during non-business hours, in any particular circumstance other such non-competitive business or restrict Employee from owning less than five (5) percent of the outstanding securities of companies which compete with any present or future business of Employer and may condition any such waiver upon receipt of assurances satisfactory to which are listed on a national stock exchange or actively traded on the Company, from the Executive and/or others, that the Executive's proposed activity will not adversely affect the Company's goodwill, proprietary rights or other important business interestsNASDAQ National Market System.

Non-Compete. The Executive acknowledges that he/she has gained or will gain extensive and valuable experience and knowledge Except as set forth in the business conducted by the Company and has had or will have extensive contacts with the customersthird paragraph of this Section 3, suppliers, investors, and/or consultants of the Company. The Executive recognizes that it is critical to the ongoing success of the Company that it preserve its goodwill and protect its proprietary rights and its other important business interests. Accordingly, the Executive agrees that he/she will Employee shall not, while employed this Agreement is in effect, engage in, or be interested in, in an active capacity, any business other than that of the Employer or any affiliate, associate or subsidiary corporation of Employer. It is the express intent of the Employer and Employee that: (i) the covenants and affirmative obligations of this Section be binding obligations to be enforced to the fullest extent permitted by law; (ii) in the Company during event of any determination of unenforceability of the Term hereof scope of any covenant or obligation, its limitation which a court of competent jurisdiction deems fair and reasonable, shall be the sole basis for relief from the full enforcement thereof; and (iii) in no event shall the covenants or obligations in this Section be deemed wholly unenforceable. In addition, except as set forth in the third paragraph of this Section 3, Employee shall not, for a period of one (1) year thereafter after termination of employment (or, in the event whether such termination is by reason of the Company's termination expiration of the Executive without cause this Agreement or if the Executive's employment is terminated by him/her for Good Reason (as defined herein) or by the Company within six months before or within twenty-four (24) months after a Change of Control (as defined hereinany other reason), for such longer period during which within the Executive is receiving compensation pursuant to the provisions of Section 8 hereof)United States, directly or indirectly, engage in (whether as an officercontrol, employeemanage, consultantoperate, director, proprietor, agent, partner or otherwise) or have an ownership interest in, join or participate in the financing, operationcontrol, management or control of, operation of any person, firm, corporation business which directly or indirectly competes with any business engaged in of the Employer at the time of such termination. The Employee shall not during the term of this non-competition provision contact any employees of the Employer for the purpose of inducing or otherwise encouraging said employees to leave their employment with the Company, any of its affiliates, its parent or subsidiaries Employer. No provision contained in this section shall restrict Employee from making investments in other ventures which are not competitive with the business of manufacture or sale of printed circuit boards, backpanels, backplanes and/or box build assembly productsEmployer, or restrict Employee from engaging, during non-business hours, in the development of technology for any other such businesses; provided, however, that these restrictions shall only apply to the Executive's activities postnon-termination of employment with persons, firms, corporations competitive business or businesses with annual gross revenues in a competing business, as defined herein, restrict Employee from owning less than five (in the aggregate with its affiliated entities5) in excess of one hundred million United States dollars. It is agreed that ownership of no more than 4.9% percent of the outstanding voting securities of companies which compete with any present or future business of Employer and which are listed on a national stock of a publicly exchange or actively traded corporation shall not constitute a violation of this provision. In recognition of on the fact that the Company's business is global, the territory to which the restrictions contained in this Section 5(a) shall apply shall be worldwide. The Company may waive the foregoing restrictions or their application in any particular circumstance and may condition any such waiver upon receipt of assurances satisfactory to the Company, from the Executive and/or others, that the Executive's proposed activity will not adversely affect the Company's goodwill, proprietary rights or other important business interestsNASDAQ National Market System.

Non-Compete. The In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that he/she has gained or will gain extensive and valuable experience and knowledge in during the business conducted by course of his employment with the Company he has and has had or will shall become familiar with Acadia’s and the Subsidiaries’ trade secrets and with other Confidential Information concerning Acadia and the Subsidiaries and that his services have extensive contacts with been and shall be of special, unique and extraordinary value to Acadia and the customersSubsidiaries, suppliersand, investorstherefore, and/or consultants of the Company. The Executive recognizes that it is critical to the ongoing success of the Company that it preserve its goodwill and protect its proprietary rights and its other important business interests. Accordingly, the Executive agrees that he/she will notthat, while employed by the Company during the Term hereof Employment Period and for a period thereafter of one year thereafter (or, in the event of the Company's termination of the Executive without cause or if the Executive's employment is terminated by him/her for Good Reason (as defined herein) or by the Company within six months before or within twenty-four (24) months after a Change of Control (as defined hereinthe “Noncompete Period”), he shall not (i) directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business that derives at least 25% of its gross revenue from the business of providing behavioral healthcare and/or related services or (ii) directly or indirectly manage, control, participate in, consult with or render services specifically with respect to any unit, division, segment or subsidiary of any other business that engages in or otherwise competes with (or was organized for the purpose of engaging in or competing with) the business of providing behavioral healthcare and/or related services (provided that, this clause (ii) shall not be construed to prohibit Executive from directly or indirectly owning any interest in, managing, controlling, participating in, consulting with, rendering services for, or in any manner engaging in any business activities with or for such longer period during business generally and, for the avoidance of doubt, not specifically with respect to such unit, division, segment or subsidiary), in each case, within any geographical area in which Acadia and the Subsidiaries engage in such businesses; provided that Executive is receiving compensation pursuant shall not be subject to the provisions restrictions set forth in this Section 7(a) if the Employment Period is terminated by the Company without Cause or by Executive with Good Reason and for so long as the Company is in breach of its obligations under Section 8 hereof)4(b) and such breach is not the subject of a good faith dispute between the Company and Executive. For purposes of this Agreement, directly the term “participate in” shall include, without limitation, having any direct or indirectlyindirect interest in any Person, engage in whether as a sole proprietor, owner, stockholder, partner, joint venturer, creditor or otherwise, or rendering any direct or indirect service or assistance to any individual, corporation, partnership, joint venture and other business entity (whether as an a director, officer, manager, supervisor, employee, consultant, director, proprietor, agent, partner consultant or otherwise) or have an ownership interest in). Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, or participate in the financing, operation, management or control of, any person, firm, corporation or business engaged in competition with the Company, any of its affiliates, its parent or subsidiaries so long as Executive has no active participation in the business of manufacture or sale of printed circuit boards, backpanels, backplanes and/or box build assembly products, or in the development of technology for such businesses; provided, however, that these restrictions shall only apply to the Executive's activities post-termination of employment with persons, firms, corporations or businesses with annual gross revenues in a competing business, as defined herein, (in the aggregate with its affiliated entities) in excess of one hundred million United States dollars. It is agreed that ownership of no more than 4.9% of the outstanding voting stock of a publicly traded corporation shall not constitute a violation of this provision. In recognition of the fact that the Company's business is global, the territory to which the restrictions contained in this Section 5(a) shall apply shall be worldwide. The Company may waive the foregoing restrictions or their application in any particular circumstance and may condition any such waiver upon receipt of assurances satisfactory to the Company, from the Executive and/or others, that the Executive's proposed activity will not adversely affect the Company's goodwill, proprietary rights or other important business interestscorporation.

Non-Compete. The Executive acknowledges I acknowledge that he/she has gained or during my employment I will gain extensive and valuable experience have access to and knowledge of proprietary information and that such proprietary information contains trade secrets. In order to protect the Company Entities’ legitimate business interests including (without limitation) their interests in the business conducted Company Entities’ trade secrets and proprietary information, their relationships with customers, and their customer goodwill, I agree that for the one (1) year period after the date my employment ends for any reason, including but not limited to voluntary termination by me or involuntary termination by the Company and has had or will have extensive contacts with the customersEntities (as extended pursuant to Section 10.D, suppliersif applicable), investors, and/or consultants of the Company. The Executive recognizes that it is critical to the ongoing success of the Company that it preserve its goodwill and protect its proprietary rights and its other important business interests. Accordingly, the Executive agrees that he/she I will not, while employed by the Company during the Term hereof and for a period of one year thereafter (or, in the event of the Company's termination of the Executive without cause or if the Executive's employment is terminated by him/her for Good Reason (as defined herein) or by the Company within six months before or within twenty-four (24) months after a Change of Control (as defined herein), for such longer period during which the Executive is receiving compensation pursuant to the provisions of Section 8 hereof), directly or indirectly, engage in (whether as an officer, director, employee, consultant, directorowner, proprietor, agent, partner or otherwise) or have an ownership interest inpartner, or participate in any other capacity solicit, perform, or provide, or attempt to perform or provide Conflicting Services (as defined below) anywhere in the financingRestricted Territory, operation, management to any person or control of, any person, firm, corporation or business organization that is engaged in competition with the Companya Competitive Undertaking, nor will I assist another person to solicit, perform or provide or attempt to perform or provide Conflicting Services to any of its affiliatesperson or organization that is engaged in a Competitive Undertaking, its parent or subsidiaries anywhere in the business Restricted Territory. Notwithstanding the foregoing, the Company agrees and acknowledges that I may hold up to five percent (5%) of manufacture the outstanding equity interest in a publicly held company that is engaged in any Competitive Undertaking. In addition to the foregoing, the Company agrees and acknowledges that it will not be a breach or violation of this Section 5.C for me to be employed by or provide services to a third party that is engaged in a Competitive Undertaking and that also is engaged in the manufacture, development or sale of printed circuit boardsany product, backpanelsservice or process or the research and development thereof, backplanes and/or box build assembly productswhich is not directly competitive with a product, service, or in process or the research and development thereof of technology the Company Entities, with which I worked during my employment or about which I acquired proprietary information during my employment, so long as I am not employed to provide Conflicting Services to the competing portion of such third party and do not provide any information regarding the services that I provided to or performed for such businesses; providedthe Company Entities during my employment with the Company Entities. The parties agree that for purposes of this Agreement, however“Competitive Undertaking” means the manufacture, development or sale of any product, service, or process or the research and development thereof, by any person or organization other than the Company Entities, that these restrictions shall only apply to is directly competitive with a product, service, or process or the Executive's activities post-termination of employment with persons, firms, corporations or businesses with annual gross revenues in a competing business, as defined herein, (in the aggregate with its affiliated entities) in excess of one hundred million United States dollars. It is agreed that ownership of no more than 4.9% research and development thereof of the outstanding voting stock of a publicly traded corporation shall not constitute a violation of this provision. In recognition of the fact that the Company's business is globalCompany Entities, the territory to with which the restrictions contained in this Section 5(a) shall apply shall be worldwide. The Company may waive the foregoing restrictions I worked directly or their application in any particular circumstance and may condition any such waiver upon receipt of assurances satisfactory to the Company, from the Executive and/or others, that the Executive's proposed activity will not adversely affect the Company's goodwill, indirectly during my employment or about which I acquired proprietary rights or other important business interestsinformation during my employment.

Non-Compete. The In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that he/she has gained or will gain extensive and valuable experience and knowledge in that, during the business conducted by the Company and has had or will have extensive contacts course of Executive’s employment with the customersCompany, suppliersExecutive has and shall become familiar with Acadia’s and the Subsidiaries’ trade secrets and with other Confidential Information concerning Acadia and the Subsidiaries and that Executive’s services have been and shall be of special, investorsunique and extraordinary value to Acadia and the Subsidiaries, and/or consultants of the Company. The Executive recognizes that it is critical to the ongoing success of the Company that it preserve its goodwill and protect its proprietary rights and its other important business interests. Accordinglyand, the therefore, Executive agrees that he/she will notthat, while employed by the Company during the Term hereof Employment Period and for a period thereafter of one year thereafter twelve (or12) months (the “Noncompete Period”), Executive shall not (i) directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business that derives at least 25% of its gross revenue from the business of providing behavioral healthcare and/or related services or (ii) directly or indirectly manage, control, participate in, consult with or render services specifically with respect to any unit, division, segment or subsidiary of any other business that engages in or otherwise competes with (or was organized for the purpose of engaging in or competing with) the business of providing behavioral healthcare and/or related services (provided that, this clause (ii) shall not be construed to prohibit Executive from directly or indirectly owning any interest in, managing, controlling, participating in, consulting with, rendering services for, or in any manner engaging in any business activities with or for such business generally and, for the avoidance of doubt, not specifically with respect to such unit, division, segment or subsidiary), in each case, within any geographical area in which Acadia and the event of Subsidiaries engage in such businesses; provided that Executive shall not be subject to the Company's termination of the Executive without cause or restrictions set forth in this Section 7(a) if the Executive's employment Employment Period is terminated by him/her for the Company without Cause or by Executive with Good Reason (and for so long as defined herein) or by the Company within six months before is in breach of its obligations under Section 4(b) and such breach is not the subject of a good faith dispute between the Company and Executive. For purposes of this Agreement, the term “participate in” shall include, without limitation, having any direct or within twenty-four (24) months after indirect interest in any Person, whether as a Change of Control (as defined herein)sole proprietor, for such longer period during which the Executive is receiving compensation pursuant owner, stockholder, partner, joint venturer, creditor or otherwise, or rendering any direct or indirect service or assistance to the provisions of Section 8 hereof)any individual, directly or indirectlycorporation, engage in partnership, joint venture and other business entity (whether as an a director, officer, manager, supervisor, employee, consultant, director, proprietor, agent, partner consultant or otherwise) or have an ownership interest in). Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, or participate in the financing, operation, management or control of, any person, firm, corporation or business engaged in competition with the Company, any of its affiliates, its parent or subsidiaries so long as Executive has no active participation in the business of manufacture or sale of printed circuit boards, backpanels, backplanes and/or box build assembly products, or in the development of technology for such businesses; provided, however, that these restrictions shall only apply to the Executive's activities post-termination of employment with persons, firms, corporations or businesses with annual gross revenues in a competing business, as defined herein, (in the aggregate with its affiliated entities) in excess of one hundred million United States dollars. It is agreed that ownership of no more than 4.9% of the outstanding voting stock of a publicly traded corporation shall not constitute a violation of this provision. In recognition of the fact that the Company's business is global, the territory to which the restrictions contained in this Section 5(a) shall apply shall be worldwide. The Company may waive the foregoing restrictions or their application in any particular circumstance and may condition any such waiver upon receipt of assurances satisfactory to the Company, from the Executive and/or others, that the Executive's proposed activity will not adversely affect the Company's goodwill, proprietary rights or other important business interestscorporation.

Non-Compete. The Executive acknowledges I acknowledge that he/she has gained or during my employment I will gain extensive and valuable experience have access to and knowledge of proprietary information and that such proprietary information contains trade secrets. In order to protect the Company Entities’ legitimate business interests including (without limitation) their interests in the business conducted Company Entities’ trade secrets and proprietary information, their relationships with customers, and their customer goodwill, I agree that for the one (1) year period after the date my employment ends for any reason, including but not limited to voluntary termination by me or involuntary termination by the Company and has had or will have extensive contacts with the customersEntities (as extended pursuant to Section 10.D, suppliersif applicable), investors, and/or consultants of the Company. The Executive recognizes that it is critical to the ongoing success of the Company that it preserve its goodwill and protect its proprietary rights and its other important business interests. Accordingly, the Executive agrees that he/she I will not, while employed by the Company during the Term hereof and for a period of one year thereafter (or, in the event of the Company's termination of the Executive without cause or if the Executive's employment is terminated by him/her for Good Reason (as defined herein) or by the Company within six months before or within twenty-four (24) months after a Change of Control (as defined herein), for such longer period during which the Executive is receiving compensation pursuant to the provisions of Section 8 hereof), directly or indirectly, engage in (whether as an officer, director, employee, consultant, directorowner, proprietor, agent, partner or otherwise) or have an ownership interest inpartner, or participate in any other capacity solicit, perform, or provide, or attempt to perform or provide Conflicting Services (as defined below) anywhere in the financingRestricted Territory, operation, management to any person or control of, any person, firm, corporation or business organization that is engaged in competition with the Companya Competitive Undertaking, nor will I assist another person to solicit, perform or provide or attempt to perform or provide Conflicting Services to any of its affiliatesperson or organization that is engaged in a Competitive Undertaking, its parent or subsidiaries anywhere in the business Restricted Territory. Notwithstanding the foregoing, the Company agrees and acknowledges that I may hold up to five percent (5%) of manufacture the outstanding equity interest in a publicly held company that is engaged in any Competitive Undertaking. In addition to the foregoing, the Company agrees and acknowledges that it will not be a breach or violation of this Section 5.C for me to be employed by or provide services to 27 a third party that is engaged in a Competitive Undertaking and that also is engaged in the manufacture, development or sale of printed circuit boardsany product, backpanelsservice or process or the research and development thereof, backplanes and/or box build assembly productswhich is not directly competitive with a product, service, or in process or the research and development thereof of technology the Company Entities, with which I worked during my employment or about which I acquired proprietary information during my employment, so long as I am not employed to provide Conflicting Services to the competing portion of such third party and do not provide any information regarding the services that I provided to or performed for such businesses; providedthe Company Entities during my employment with the Company Entities. The parties agree that for purposes of this Agreement, however“Competitive Undertaking” means the manufacture, development or sale of any product, service, or process or the research and development thereof, by any person or organization other than the Company Entities, that these restrictions shall only apply to is directly competitive with a product, service, or process or the Executive's activities post-termination of employment with persons, firms, corporations or businesses with annual gross revenues in a competing business, as defined herein, (in the aggregate with its affiliated entities) in excess of one hundred million United States dollars. It is agreed that ownership of no more than 4.9% research and development thereof of the outstanding voting stock of a publicly traded corporation shall not constitute a violation of this provision. In recognition of the fact that the Company's business is globalCompany Entities, the territory to with which the restrictions contained in this Section 5(a) shall apply shall be worldwide. The Company may waive the foregoing restrictions I worked directly or their application in any particular circumstance and may condition any such waiver upon receipt of assurances satisfactory to the Company, from the Executive and/or others, that the Executive's proposed activity will not adversely affect the Company's goodwill, indirectly during my employment or about which I acquired proprietary rights or other important business interestsinformation during my employment.

Non-Compete. The Executive Bancorp acknowledges and agrees that he/she has gained or will gain extensive the Business is conducted throughout the U.S. (the “Territory”) and valuable experience that the Company’s reputation and knowledge in goodwill are an integral part of its business success throughout the business conducted by the Company and has had or will have extensive contacts with the customers, suppliers, investors, and/or consultants Territory. If Bancorp deprives Parent of the Company. The Executive recognizes that it is critical to the ongoing success ’s goodwill or in any manner utilize its reputation and goodwill in competition with Parent, Parent will be deprived of the Company that benefits it preserve its goodwill and protect its proprietary rights and its other important business interestshas paid for pursuant to this Agreement. Accordingly, the Executive as an inducement for Parent to enter into this Agreement, Bancorp agrees that he/she will not, while employed by the Company during the Term hereof and for a period of one year thereafter (or, in ending on the event second anniversary of the Company's termination of Closing Date (the Executive without cause or if the Executive's employment is terminated by him/her for Good Reason (as defined herein) or by the Company within six months before or within twenty“Non-four (24) months after a Change of Control (as defined hereinCompetition Period”), for such longer period during which the Executive is receiving compensation pursuant to the provisions of Section 8 hereof)Bancorp shall not, without Parent’s prior written consent, directly or indirectly, engage in (whether as an officer, employee, consultant, director, proprietor, agent, partner or otherwise) or have an ownership own a controlling interest in, or participate manage or operate, any company, organization or business in the financingTerritory, operation, management or control of, any person, firm, corporation or business that is engaged in competition with the Company, any of its affiliates, its parent or subsidiaries in the business of manufacture or sale of printed circuit boards, backpanels, backplanes and/or box build assembly products, or in the development of technology for such businessesbroker/dealer business; provided, however, the foregoing shall not prohibit Bancorp from acquiring any thrift or bank that these restrictions owns and operates a broker/dealer incidental to and immaterial in amount relative to Bancorp’s core banking operations; provided, further, that any such acquired broker/dealer business shall only apply be subject to the Executive's activities postnon-termination of employment with personssolicitation obligations set forth and described in Section 6.3(b) below; provided, firmsfurther, corporations or businesses with annual gross revenues in a competing businesshowever, as defined herein, (that in the aggregate with its affiliated entities) in excess of one hundred million United States dollars. It event Bancorp is agreed that ownership of no more than 4.9% of the outstanding voting stock of a publicly traded corporation acquired by any third party, such third party shall not constitute a violation of this provision. In recognition of the fact that the Company's business is global, the territory be subject to which the restrictions contained set forth in this Section 5(a6.3(a) shall apply but shall be worldwidesubject to the non-solicitation provisions set forth in Section 6.3(b) below. The Company may waive In the foregoing restrictions event the agreement in this Section 6.3 shall be determined by a court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or their application over too great a geographical area or by reason of its being too extensive in any particular circumstance and other respect, it shall be interpreted to extend only over the maximum period of time for which it may condition any such waiver upon receipt of assurances satisfactory be enforceable and/or over the maximum geographical area as to which it may be enforceable and/or to the Companymaximum extent in all other respects as to which it may be enforceable, from the Executive and/or others, that the Executive's proposed activity will not adversely affect the Company's goodwill, proprietary rights or other important business interestsall as determined by such court in such action.

Non-Compete. The Executive acknowledges Employee agrees that he/she for a period of twelve (12) months after employment has gained or will gain extensive and valuable experience and knowledge in the business conducted been terminated for any reason other than by the Company Corporation without cause, the Employee will not, solicit for sale or sell products or services, which compete with any of the Corporation’s products or services to those persons, companies, firms or corporations who were or are customers of the Corporation and has with whom the Employee had or will have extensive contacts personal contact during and as a result of his/her employment with the customers, suppliers, investors, and/or consultants of the CompanyCorporation. The Executive recognizes that it is critical to the ongoing success of the Company that it preserve its goodwill and protect its proprietary rights and its other important business interests. Accordingly, the Executive Employee agrees that he/she will not, while employed by the Company during the Term hereof and for a period not solicit or sell to such customers on behalf of one year thereafter (or, in the event himself/herself or on behalf of the Company's termination of the Executive without cause or if the Executive's employment is terminated by him/her for Good Reason (as defined herein) or by the Company within six months before or within twenty-four (24) months after a Change of Control (as defined herein), for such longer period during which the Executive is receiving compensation pursuant to the provisions of Section 8 hereof), directly or indirectly, engage in (whether as an officer, employee, consultant, director, proprietor, agent, partner or otherwise) or have an ownership interest in, or participate in the financing, operation, management or control of, any other person, firm, corporation company or corporation. Moreover, during said twelve (12) month period, the Employee shall neither induce nor encourage any employee employed by the Corporation to leave the Corporation’s employment. The Employee also agrees that during said twelve (12) month period, he/she will not interfere with the Corporation’s contractual or business engaged in competition with the Company, any of its affiliates, its parent or subsidiaries in the business of manufacture or sale of printed circuit boards, backpanels, backplanes and/or box build assembly products, or in the development of technology for such businesses; provided, however, that these restrictions shall only apply to the Executive's activities post-termination of employment with persons, firms, corporations or businesses with annual gross revenues in a competing business, as defined herein, (in the aggregate relationships with its affiliated entities) in excess of one hundred million United States dollarssuppliers or vendors. It is agreed The Employee acknowledges that ownership of no more than 4.9% of the outstanding voting stock of a publicly traded corporation shall not constitute a violation of this provisionthe Employee’s covenants above, may result in irreparable and continuing harm to the Corporation. If the Employee violates any of these covenants, the Corporation will be entitled to seek from any court of competent jurisdiction (in addition to other remedies) injunctive relief, to restrain any further violations by Employee and by any persons acting for or on Employee’s behalf. In recognition the event the Corporation is required to seek enforcement of any of the fact provisions of this agreement, the Corporation will be entitled to recover from the Employee reasonable attorneys fees plus costs and expenses. The Employee recognizes that the Company's limitations in this Agreement are reasonable and necessary to protect the legitimate business is globalinterests of the Corporation. In the event that any of the foregoing non-competition covenants are held to be unenforceable by any court of competent jurisdiction, the territory Employee agrees and understands that such covenants may be modified to which impose limitations on the restrictions contained in this Section 5(a) shall apply shall be worldwide. The Company may waive the foregoing restrictions or their application in any particular circumstance and may condition any such waiver upon receipt of assurances satisfactory to the Company, from the Executive and/or others, Employee’s activities no greater than that the Executive's proposed activity will not adversely affect the Company's goodwill, proprietary rights or other important business interestsallowable under applicable law.

Non-Compete. The Executive acknowledges that he/she has gained or will gain extensive and valuable experience and knowledge in the business conducted by the Company and has had or will have extensive contacts with the customers, suppliers, investors, and/or consultants of the Company. The Executive recognizes that it is critical to the ongoing success of the Company that it preserve its goodwill and protect its proprietary rights and its other important business interests. Accordingly, the Executive agrees that he/she will not, while employed by the Company at any time during the Term hereof his employment and for a period of one year thereafter two (or, in the event of the Company's 2) years following termination of employment by the Company for Cause, or by the Executive without cause Good Reason, acting alone or if the Executive's employment is terminated by him/her for Good Reason (as defined herein) or by the Company within six months before or within twenty-four (24) months after a Change of Control (as defined herein), for such longer period during which the Executive is receiving compensation pursuant to the provisions of Section 8 hereof)in conjunction with others, directly or indirectly, engage in (whether either as an officerowner, investor, partner, stockholder, lender, employer, employee, consultant, directoradvisor, proprietor, agent, partner or otherwise) or have an ownership interest inmember, or participate director) in any aspect of residential homebuilding in the financingGeographic Region (defined below), operationincluding, management or control ofbut not limited to, any personland acquisition, firmland development, corporation entitlements or construction, marketing, sale, financing or management of any residential home building project (the “Business”), which shall include, but not be limited to, any Residential Project. For purposes of this paragraph, the term “Residential Project” shall mean any residential building project for which the Company has invested resources, performed due diligence, planned land development, initiated real estate acquisitions and/or conducted business engaged during the Executive’s employment with the Company. The Executive acknowledges that in competition light of his position, duties and responsibilities with the Company, the Executive will have access to and be familiar with the Company’s Confidential Information and trade secrets for all such Residential Projects, and that this two (2) year non-compete provision is narrowly tailored and reasonable to protect the Company’s Confidential Information and trade secrets. For purposes of this paragraph, the term “Geographic Region” shall mean (i) any of its affiliates, its parent or subsidiaries and all counties in any state in which the Company has engaged in the business of manufacture or sale of printed circuit boards, backpanels, backplanes and/or box build assembly products, Business in the past or in which it is currently conducting the development of technology for such businesses; providedBusiness, howeverwhich the Executive acknowledges includes, in Colorado, Arapahoe, Adams, Jefferson, El Paso and Xxxxxxx counties, and (ii) any and all other counties in any state that these restrictions shall only apply to the Company engages in the Business in the future during the Executive's activities post-termination of ’s employment with persons, firms, corporations or businesses with annual gross revenues in a competing business, as defined herein, (in the aggregate with its affiliated entities) in excess of one hundred million United States dollarsCompany. It is agreed that the ownership of no not more than 4.9% five percent of the outstanding voting stock equity securities of a publicly any company having securities listed on an exchange or regularly traded corporation in the over-the-counter market shall not constitute be deemed inconsistent with this Section 9. It will not be a violation of this provision. In recognition Section 9 or of Section 9(c) below for Executive to acquire, invest, manage, construct, develop or dispose of the fact that the Company's business is globalExecutive’s investments in apartments for-rent, the territory to which the restrictions contained in this Section 5(a) shall apply shall be worldwide. The Company may waive the foregoing restrictions multi-family properties, and non-residential real estate, directly or their application directly, in any particular circumstance and may condition any such waiver upon receipt of assurances satisfactory to the Company, from the Executive and/or others, that the Executive's proposed activity will not adversely affect the Company's goodwill, proprietary rights or other important business interestscapacity.

Non-Compete. The In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that he/she has gained or will gain extensive and valuable experience and knowledge in during the business conducted by course of his employment with the Company he has and has had or will shall become familiar with Acadia’s and the Subsidiaries’ trade secrets and with other Confidential Information concerning Acadia and the Subsidiaries and that his services have extensive contacts with been and shall be of special, unique and extraordinary value to Acadia and the customersSubsidiaries, suppliersand, investorstherefore, and/or consultants of the Company. The Executive recognizes that it is critical to the ongoing success of the Company that it preserve its goodwill and protect its proprietary rights and its other important business interests. Accordingly, the Executive agrees that he/she will notthat, while employed by the Company during the Term hereof Employment Period and for a period thereafter of one year thereafter twelve (or12) months (the “Noncompete Period”), he shall not (i) directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business that derives at least 25% of its gross revenue from (A) the business of providing behavioral healthcare and/or related services or (B) any other material business in which Acadia or any of its Subsidiaries planned to be engaged in on or after such date of which the Executive has or should have had actual knowledge; or (ii) directly or indirectly manage, control, participate in, consult with or render services specifically with respect to any unit, division, segment or subsidiary of any other business that engages in or otherwise competes with (or was organized for the purpose of engaging in or competing with) the business of providing behavioral healthcare and/or related services (provided that, this clause (ii) shall not be construed to prohibit Executive from directly or indirectly owning any interest in, managing, controlling, participating in, consulting with, rendering services for, or in any manner engaging in any business activities with or for such business generally and, for the avoidance of doubt, not specifically with respect to such unit, division, segment or subsidiary), in each case, within any geographical area in which Acadia and the event of Subsidiaries engage in such businesses; provided that Executive shall not be subject to the Company's termination of the Executive without cause or restrictions set forth in this Section 7(a) if the Executive's employment Employment Period is terminated by him/her for the Company without Cause or by Executive with Good Reason (and for so long as defined herein) or by the Company within six months before is in breach of its obligations under Section 4(b) and such breach is not the subject of a good faith dispute between the Company and Executive. For purposes of this Agreement, the term “participate in” shall include, without limitation, having any direct or within twenty-four (24) months after indirect interest in any Person, whether as a Change of Control (as defined herein)sole proprietor, for such longer period during which the Executive is receiving compensation pursuant owner, stockholder, partner, joint venturer, creditor or otherwise, or rendering any direct or indirect service or assistance to the provisions of Section 8 hereof)any individual, directly or indirectlycorporation, engage in partnership, joint venture and other business entity (whether as an a director, officer, manager, supervisor, employee, consultant, director, proprietor, agent, partner consultant or otherwise) or have an ownership interest in). Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, or participate in the financing, operation, management or control of, any person, firm, corporation or business engaged in competition with the Company, any of its affiliates, its parent or subsidiaries so long as Executive has no active participation in the business of manufacture or sale of printed circuit boards, backpanels, backplanes and/or box build assembly products, or in the development of technology for such businesses; provided, however, that these restrictions shall only apply to the Executive's activities post-termination of employment with persons, firms, corporations or businesses with annual gross revenues in a competing business, as defined herein, (in the aggregate with its affiliated entities) in excess of one hundred million United States dollars. It is agreed that ownership of no more than 4.9% of the outstanding voting stock of a publicly traded corporation shall not constitute a violation of this provision. In recognition of the fact that the Company's business is global, the territory to which the restrictions contained in this Section 5(a) shall apply shall be worldwide. The Company may waive the foregoing restrictions or their application in any particular circumstance and may condition any such waiver upon receipt of assurances satisfactory to the Company, from the Executive and/or others, that the Executive's proposed activity will not adversely affect the Company's goodwill, proprietary rights or other important business interestscorporation.

Non-Compete. (a) The Corporation and the Executive acknowledges that he/she acknowledge that: (i) the Corporation has gained or a special interest in and derives significant benefit from the unique skills and experience of the Executive; (ii) the Executive will gain extensive use and have access to proprietary and valuable experience Confidential Information (as defined in Section 3.2 hereof) during the course of the Executive’s employment; and knowledge in (iii) the agreements and covenants contained herein are essential to protect the business conducted by the Company and has had or will have extensive contacts with the customers, suppliers, investors, and/or consultants goodwill of the Company. The Executive recognizes that it is critical to the ongoing success Corporation or any of the Company that it preserve its goodwill and protect its proprietary rights and its other important business interestssubsidiaries, affiliates or licensees. Accordingly, except as hereinafter noted, the Executive covenants and agrees that he/she will not, while employed by the Company during the Term hereof Term, and for a the period of one year thereafter six (or, in 6) months following the event of the Company's termination of Executive’s employment, or for the remainder of such Term following the termination of Executive’s employment, whichever is greater, the Executive without cause shall not provide any labor, work, services or if the Executive's employment is terminated by him/her for Good Reason (as defined herein) or by the Company within six months before or within twenty-four (24) months after a Change of Control (as defined herein), for such longer period during which the Executive is receiving compensation pursuant to the provisions of Section 8 hereof), directly or indirectly, engage in assistance (whether as an officer, director, employee, partner, agent, owner, independent contractor, consultant, director, proprietor, agent, partner stockholder or otherwise) or have an ownership interest into a “Competing Business.” For purposes hereof, or participate “Competing Business” shall mean any business engaged in the financingdesigning, operationmarketing or distribution of premium lifestyle products, management including but not limited to apparel, home, accessories and fragrance products, which competes in any material respects with the Corporation or control ofany of its subsidiaries, any personaffiliates or licensees, firmand shall include, corporation or business engaged without limitation, those brands and companies that the Corporation and the Executive have jointly designated in writing on the date hereof, which is incorporated herein by reference and which is attached as Schedule A, as being in competition with the Company, Corporation or any of its affiliatessubsidiaries, its parent affiliates or subsidiaries licensees as of the date hereof. Thus, Executive specifically acknowledges that Executive understands that, except as provided in Section 3.1(b), he may not become employed by any Competing Business in any capacity during the business time periods in which he is restricted herein, provided that the Executive may own, solely as an investment, securities of manufacture or sale of printed circuit boards, backpanels, backplanes and/or box build assembly productsany entity which are traded on a national securities exchange if the Executive is not a controlling person of, or in the development of technology for such businesses; provided, however, that these restrictions shall only apply to the Executive's activities post-termination of employment with persons, firms, corporations or businesses with annual gross revenues in a competing business, as defined herein, (in the aggregate with its affiliated entities) in excess of one hundred million United States dollars. It is agreed that ownership of no more than 4.9% of the outstanding voting stock member of a publicly traded corporation shall not constitute a violation group that controls such entity and does not, directly or indirectly, own 2% or more of this provision. In recognition any class of the fact that the Company's business is global, the territory to which the restrictions contained in this Section 5(a) shall apply shall be worldwide. The Company may waive the foregoing restrictions or their application in any particular circumstance and may condition any securities of such waiver upon receipt of assurances satisfactory to the Company, from the Executive and/or others, that the Executive's proposed activity will not adversely affect the Company's goodwill, proprietary rights or other important business interestsentity.

Non-Compete. The Executive acknowledges that he/she has gained or will gain extensive As an independent covenant, and valuable experience in order to enforce the provisions of Sections 3.1.3 and knowledge in 3.1.5 hereof and the business conducted by the Company and has had or will have extensive contacts with the customers, suppliers, investors, and/or consultants other provisions of the Company. The Executive recognizes that it is critical to the ongoing success of the Company that it preserve its goodwill and protect its proprietary rights and its other important business interests. Accordinglythis Agreement, the Executive agrees that he/she will not, while employed by the Company he shall not during the Term hereof and for a period of one year thereafter Restricted Period (or, as hereinafter defined) anywhere within the continental United States directly or indirectly (except in the event Executive's capacity as an officer of the Company's termination of the Executive without cause or if the Executive's employment is terminated by him/her for Good Reason (as defined herein) or by the Company within six months before or within twenty-four (24) months after a Change of Control (as defined herein), for such longer period during which the Executive is receiving compensation pursuant to the provisions of Section 8 hereof), directly or indirectly, (i) engage in (whether as an officer, employee, consultant, director, proprietor, agent, partner or otherwise) or have an ownership interest in, or participate in the financing, operation, management or control Company Business; (ii) enter the employ of, or render any personother services to, firm, corporation or business any person engaged in competition with the CompanyCompany Business except as permitted hereunder; or (iii) become interested in any such person in any capacity, any of its affiliatesincluding, its parent without limitation, as an individual, partner, shareholder, lender, officer, director, principal, agent or subsidiaries in the business of manufacture or sale of printed circuit boards, backpanels, backplanes and/or box build assembly products, or in the development of technology for such businessestrustee except as permitted hereunder; provided, however, that these restrictions 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 controlling person of, or a member of a group which controls, such person and the Executive does not, directly or indirectly, own 5% or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for 5% or more of any class of equity securities, of such person. As used herein, the "RESTRICTED PERIOD" shall only apply mean a period commencing on the date hereof and terminating upon the first to occur of (a) the date on which the Company terminates or is deemed to terminate the Executive's activities post-employment without Cause (as hereinafter defined), (b) the date the Executive terminates or is deemed to terminate his employment pursuant to Section 4.6 hereof or (c) the date of termination of employment with personsthis Agreement; provided, firms, corporations or businesses with annual gross revenues in a competing business, as defined herein, (in the aggregate with its affiliated entities) in excess of one hundred million United States dollars. It is agreed that ownership of no more than 4.9% of the outstanding voting stock of a publicly traded corporation shall not constitute a violation of this provision. In recognition of the fact that the Company's business is global, the territory to which the restrictions contained in this Section 5(a) shall apply shall be worldwide. The Company may waive the foregoing restrictions or their application in any particular circumstance and may condition any such waiver upon receipt of assurances satisfactory to the Company, from the Executive and/or othershowever, that if the Company shall have terminated the Executive's proposed activity will not adversely affect employment for Cause and such Cause in fact exists or if the CompanyExecutive shall have terminated his employment with the Company in breach of the terms of this Agreement, the Restricted Period shall end two (2) years following the termination of the Executive's goodwill, proprietary rights or other important business interestsemployment hereunder.

Non-Compete. The Executive acknowledges that he/she has gained or will gain extensive In consideration of the Company’s agreements herein and other good and valuable experience consideration, the receipt and knowledge sufficiency of which is hereby acknowledged, the Executive agrees, in addition to any other obligation imposed by this Section 6, that he will 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, whether as an employee, independent contractor, consultant, partner, shareholder or otherwise, in a business conducted or other endeavor which is competitive with or similar to any business of the Company (including without limitation any business related to the production, distribution or other exploitation of made for television movies or miniseries), or any business which as of the Date of Termination is contemplated by the Company and has had been formally considered by the Board at a meeting (any such business or will have extensive contacts with endeavor, a “Competitive Business”), anywhere in the customersworld. Notwithstanding the foregoing, suppliers, investors, and/or consultants of at any time during the Company. The Non-Compete Period the Executive recognizes that it is critical may request in writing to the ongoing success of Board that the Company that it preserve its goodwill and protect its proprietary rights and its other important business interests. Accordingly, the Executive agrees that he/she will not, while employed by the Company during the Term hereof and for a period of one year thereafter (or, in the event of the Company's termination of the Executive without cause or if Board consent to the Executive's employment is terminated by him/her for Good Reason (as defined herein) ’s direct or by the Company within six months before indirect engagement in, ownership of equity interest in, or within twenty-four (24) months after a Change management or operation of Control (as defined herein), for such longer period during which the Executive is receiving compensation pursuant to the provisions of Section 8 hereof), directly or indirectly, engage in (whether as an a director, officer, employee, consultant, director, proprietor, agent, partner 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 good 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, unique and extraordinary value to the Company because of, inter alia, his personal relationships with performers, producers, writers, directors, creative sources, and distributors; that if he were to leave the Company and compete with it, the Company’s value would be materially diminished; that HEI which acquired substantially all of the outstanding Membership Interests of the Company in reliance on the good will of the business arising from the performance by the Executive of his obligations hereunder would lose the benefit of that transaction; that HEI would not have an ownership interest in, or participate made such acquisition of substantially all of the outstanding Membership Interests of the Company in the financing, operation, management or control of, any person, firm, corporation or business engaged in competition with absence of this Agreement; that as a key executive of the Company, any he has access to all confidential information, trade secrets, and the like, of its affiliatesthe Company; that he has independent means of supporting himself and his family; and that in view of the foregoing, its parent or subsidiaries in the business of manufacture or sale of printed circuit boards, backpanels, backplanes and/or box build assembly products, or in restrictions imposed by this Section 6(f) are reasonably necessary to protect the development of technology for such businesses; provided, however, that these restrictions shall only apply Company against unfair competition by the Executive and are not unduly burdensome to the Executive's activities post-termination . In addition, notwithstanding any provision of employment with personsSection 6(d) or 6(f) to the contrary, firms, corporations or businesses with annual gross revenues in 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 competing business, as defined herein, (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 aggregate with its affiliated entitiespreceding 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 excess no event shall the Company’s filing for relief under Chapter 7 of one hundred million the United States dollars. It is agreed that ownership of no more than 4.9% Bankruptcy Code (whether or not converted into a Chapter 11 case) cause the Non-Compete Period to extend beyond the second anniversary of the outstanding voting stock Date of a publicly traded corporation shall not constitute a Termination. 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 this provision. In recognition of the fact that the Company's business is global, the territory to which the restrictions contained any restrictive covenant set forth in this Section 5(a6) and the Executive notifies the Company of such failure in accordance with the notice provisions set forth in Section 10, then the Non-Compete Period shall apply shall be worldwide. The expire after the third business day following the date the Company may waive receives such notice from the foregoing restrictions or their application in any particular circumstance and may condition any such waiver upon Executive, but only if the Company has not cured the failure during the three-business day period following the Company’s receipt of assurances satisfactory to the Company, from the Executive and/or others, that the Executive's proposed activity will not adversely affect the Company's goodwill, proprietary rights or other important business interestssuch notice.

Non-Compete. The Executive a. In further consideration of the compensation to be paid to Employee hereunder, Employee acknowledges that he/she has gained or will gain extensive and valuable experience and knowledge in the business conducted by the Company and has had or will have extensive contacts course of his employment with the customers, suppliers, investors, and/or consultants of the Company. The Executive recognizes that it is critical to the ongoing success of the Company that it preserve its goodwill and protect its proprietary rights Employer and its Subsidiaries and Affiliates he shall become familiar, and during his employment with Employer he has become familiar, with Employer’s trade secrets and with other important business interestsConfidential Information concerning Employer and its predecessors and its Subsidiaries and Affiliates and that his services have been and shall be of special, unique and extraordinary value to Employer. AccordinglyTherefore, the Executive Employee agrees that he/she will not, while employed by the Company during the Term hereof his employment and for a period of one year thereafter following his last day of employment (or, in hereafter referred to as the event of the Company's termination of the Executive without cause or if the Executive's employment is terminated by him/her for Good Reason (as defined herein) or by the Company within six months before or within twenty“Non-four (24) months after a Change of Control (as defined hereincompete Period”), for such longer period during which the Executive is receiving compensation pursuant to the provisions of Section 8 hereof), Employee shall not directly or indirectly, engage in (whether as an officer, employee, consultant, director, proprietor, agent, partner or otherwise) or have an ownership indirectly own any interest in, manage, control, participate in, consult with, render services for, or participate in the financing, operation, management any manner engage in any business or control of, enterprise identical to or similar to any person, firm, corporation or such business which is engaged in competition with the Companyby Employer, its Subsidiaries or Affiliates or any of their respective franchises, which shall include any restaurant business that derives more than 25% of its revenues from the sale of steak and steak dishes and which has an average guest check greater than $35, (the “Business”), as of the date of this Agreement, which shall for purposes of illustration and not limitation include the following chains and their parent companies, subsidiaries and other affiliates: Xxxxxx’x Restaurant Group, its parent or subsidiaries The Palm, Xxxxx & Wollensky, Chart House Enterprises, Del Frisco’s, Sullivan’s, The Capital Grille and Fleming’s. Nothing herein shall prohibit Employee from being a passive owner of not more than two-percent (2%) of the outstanding stock of any class of a corporation that is publicly traded, so long as Employee has no active participation in the business of manufacture such corporation. This restriction will not apply if Employee is employed as an officer of a business, including, but not limited to, a casino or sale of printed circuit boards, backpanels, backplanes and/or box build assembly products, or in the development of technology for such businesses; provided, howeverhotel, that these restrictions shall only apply to the Executive's activities post-termination of employment with persons, firms, corporations or businesses with annual gross revenues in a competing business, as an ancillary service provides fine dining as defined herein, (in the aggregate with its affiliated entities) in excess of one hundred million United States dollarsthis paragraph. It is agreed The term “ancillary” assumes that ownership of no more less than 4.9fifty-percent 50% of the outstanding voting stock of a publicly traded corporation shall not constitute a violation of this provision. In recognition of the fact that the Company's business is global, the territory to which the restrictions contained in this Section 5(a) shall apply shall be worldwide. The Company may waive the foregoing restrictions or their application in any particular circumstance and may condition any such waiver upon receipt of assurances satisfactory to the Company, revenues are derived from the Executive and/or others, that the Executive's proposed activity will not adversely affect the Company's goodwill, proprietary rights or other important business interestsits dining facilities.

Non-Compete. The Executive In further consideration of the compensation to be paid to Employee hereunder, Employee acknowledges that he/she has gained or will gain extensive and valuable experience and knowledge in the business conducted by the Company and has had or will have extensive contacts course of their employment with the customersEmployer Group (which, suppliersfor purposes of this Section 7(d) and Section 7(e), investorsfollowing a Change in Control, and/or consultants of the Company. The Executive recognizes that it is critical to the ongoing success of the Company that it preserve its goodwill and protect its proprietary rights shall only include Employer and its subsidiaries, as determined immediately before such Change in Control), they shall become familiar, and during their employment with Employer they have become familiar, with Employer’s trade secrets and with other important business interestsConfidential Information concerning the Employer Group (and their respective its predecessors, subsidiaries and affiliates) and that their services have been and shall be of special, unique and extraordinary value to Employer. AccordinglyTherefore, the Executive Employee agrees that he/she will not, while employed by the Company during the Term hereof their employment and for a period of one year thereafter following the Separation Date (or, in the event of the Company's termination of the Executive without cause or if the Executive's employment is terminated by him/her for Good Reason (as defined herein) or by the Company within six months before or within twenty“Non-four (24) months after a Change of Control (as defined hereinCompete Period”), for such longer period during which the Executive is receiving compensation pursuant to the provisions of Section 8 hereof), Employee shall not directly or indirectly, engage in (whether as an officer, employee, consultant, director, proprietor, agent, partner or otherwise) or have an ownership indirectly own any interest in, manage, control, participate in, consult with, render services for, or participate in any manner engage in any business or enterprise identical to or similar to any such business that is engaged in by the Employer Group and its respective franchises, which shall include any restaurant business that derives more than 25% of its revenues from the sale of steak and steak dishes and which has an average guest check greater than $65, escalating by 5% per year, as of the date of this Agreement and which is located in the financingUnited States, operationwhich shall for purposes of illustration and not limitation include the following chains and their parent companies, management or control ofsubsidiaries and other affiliates: Xxxxxx’x Restaurant Group, The Palm, Xxxxx & Wollensky, Del Frisco’s, Sullivan’s, The Capital Grille, Mastro’s, Xxxxxxx’s, and Shula’s. Nothing herein shall prohibit Employee from being a passive owner of not more than 2% of the outstanding stock of any personclass of a corporation that is publicly traded, firm, corporation or business engaged in competition with the Company, any of its affiliates, its parent or subsidiaries so long as Employee has no active participation in the business of manufacture such corporation. This restriction will not apply if Employee is employed as an officer of a business, including, but not limited to, a casino or sale of printed circuit boards, backpanels, backplanes and/or box build assembly products, or in the development of technology for such businesses; provided, howeverhotel, that these restrictions shall only apply to the Executive's activities post-termination of employment with persons, firms, corporations or businesses with annual gross revenues in a competing business, as an ancillary service provides fine dining as defined herein, (in the aggregate with its affiliated entities) in excess of one hundred million United States dollarsthis paragraph. It is agreed The term “ancillary” assumes that ownership of no more less than 4.950% of the outstanding voting stock of a publicly traded corporation shall not constitute a violation of this provision. In recognition of the fact that the Company's business is global, the territory to which the restrictions contained in this Section 5(a) shall apply shall be worldwide. The Company may waive the foregoing restrictions or their application in any particular circumstance and may condition any such waiver upon receipt of assurances satisfactory to the Company, revenues are derived from the Executive and/or others, that the Executive's proposed activity will not adversely affect the Company's goodwill, proprietary rights or other important business interestsits dining facilities.

Non-Compete. The Executive acknowledges Employee shall not, during the 12 month period following the Separation Date, engage in or become associated with any Competitive Activity. For purposes of this Section 10(a), a “Competitive Activity” shall mean any business that he/she has gained directly competes to a significant degree with all or will gain extensive and valuable experience and knowledge in the business conducted by the Company and has had or will have extensive contacts with the customers, suppliers, investors, and/or consultants any substantial part of any of the Company. The Executive recognizes that it is critical to the ongoing success businesses of the Company that it preserve or its goodwill and protect its proprietary rights and its other important business interests. Accordingly, the Executive agrees that he/she will not, while employed by subsidiaries in any states in which the Company during the Term hereof and for or its subsidiaries has significant business operations. The Employee shall be considered to have become “associated with a period of one year thereafter (or, in the event of the Company's termination of the Executive without cause or Competitive Activity” if the Executive's employment is terminated by him/her for Good Reason (as defined herein) or by the Company within six months before or within twenty-four (24) months after a Change of Control (as defined herein), for such longer period during which the Executive is receiving compensation pursuant to the provisions of Section 8 hereof), directly or indirectly, engage in (whether he becomes involved as an officerowner, employee, consultantofficer, director, proprietorindependent contractor, agent, partner or otherwise) or have an ownership interest inpartner, advisor, or participate in any other capacity calling for the financingrendition of the Employee’s personal services, operationwith any individual, management or control of, any person, firmpartnership, corporation or business other organization that is engaged in competition with a Competitive Activity and his involvement relates to a significant extent to the Company, any Competitive Activity of its affiliates, its parent or subsidiaries in the business of manufacture or sale of printed circuit boards, backpanels, backplanes and/or box build assembly products, or in the development of technology for such businessesentity; provided, however, that these restrictions the Employee shall not be prohibited from (1) owning less than two percent of any publicly traded corporation, whether or not such corporation is in competition with the Company or (b) serving as a director of a corporation or other entity the primary business of which is not a Competitive Activity. If, at any time, the provisions of this Section 10(a) shall be determined to be invalid or unenforceable, by reason or being vague or unreasonable as to area, duration or scope of activity, this Section 10(a) shall be considered divisible and shall become and be immediately amended to only apply such area, duration and scope of activity as be determined to be reasonable and enforceable by the Executive's activities post-termination of employment with personscourt or other jurisdiction having jurisdiction over the matter; and the Employee agrees that this Section 10(a) as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. Notwithstanding the foregoing, firms, corporations or businesses with annual gross revenues in a competing business, the Employee shall be entitled to continue to serve as defined herein, (in the aggregate with its affiliated entities) in excess of one hundred million United States dollars. It is agreed that ownership of no more than 4.9% Chairman of the outstanding voting stock Board of a publicly traded corporation shall not constitute a Directors Virgin Media Inc. without violation of this provisionSection 10(a). In recognition Until the first anniversary of the fact that the Company's business is globalSeparation Date, the territory Employee shall be required to provide a copy of this Section 11 to any person or entity with respect to which the restrictions contained in this Section 5(a) shall apply shall Employee may be worldwide. The Company may waive the foregoing restrictions or their application become associated in any particular circumstance and may condition any such waiver upon receipt of assurances satisfactory to the Company, from the Executive and/or others, that the Executive's proposed activity will not adversely affect the Company's goodwill, proprietary rights or other important business interestscapacity.

Non-Compete. The Executive acknowledges Employee hereby agrees that he/she has gained or will gain extensive and valuable experience and knowledge in during the business conducted term of Employee's employment by the Company and has had or will have extensive contacts with for the customersPost-Term Period (as hereinafter defined) identified below (the "Non-Compete Period"), suppliers, investors, and/or consultants of the Company. The Executive recognizes that it is critical to the ongoing success except on behalf of the Company that it preserve its goodwill and protect its proprietary rights and its other important business interests. Accordinglyin accordance with this Agreement, the Executive agrees that he/she will Employee shall not, while employed by the Company during the Term hereof and for a period of one year thereafter (or, in the event of the Company's termination of the Executive without cause or if the Executive's employment is terminated by him/her for Good Reason (as defined herein) or by the Company within six months before or within twenty-four (24) months after a Change of Control (as defined herein), for such longer period during which the Executive is receiving compensation pursuant to the provisions of Section 8 hereof), directly or indirectly, engage in (whether as an officeremployee, employeeagent, consultant, stockholder, director, proprietor, agent, partner or otherwise) in any other individual or have an ownership interest representative capacity, own, operate, manage, control, engage in, invest in or participate in the financingany manner in, operationact as a consultant or advisor to, management render services for (alone or control of, in association with any person, firm, corporation or business engaged entity), or otherwise assist any person or entity that engages in competition with the Companyor owns, invests in, operates, manages or controls any of its affiliates, its parent venture or subsidiaries enterprise that directly or indirectly engages or proposes to engage in the business of manufacture now or sale of printed circuit boards, backpanels, backplanes and/or box build assembly products, or hereafter conducted by the Company in the development of technology for such businessesRochester and Buffalo, New York Metropolitan areas (collectively the "Territory"); provided, provided however, that these restrictions nothing contained herein shall only apply be construed to prevent the Employee from (a) investing in stock or other securities of any public or private enterprise provided that such investment does not require active participation by the Employee and such enterprise does not engage in any activity competitive with the business now or hereafter conducted by the Company ("Permitted Investments"), or (b) attending to such charitable and/or civic activities as are deemed appropriate by Employee; provided that such activities shall not detract from Employee's duties and obligations under this Agreement. For purposes of this Section 7.2, the Post-Term Period shall be (y) two years in the event of termination of Employee's employment by the Company due to the Executive's activities post-termination of employment with persons, firms, corporations or businesses with annual gross revenues in a competing business, as defined herein, voluntary resignation by Employee and (z) one year in the aggregate with its affiliated entities) in excess of one hundred million United States dollarsevent the Company terminates Employee's employment "for cause". It is agreed that ownership of no more than 4.9% of the outstanding voting stock of a publicly traded corporation shall not constitute a violation of this provision. In recognition of the fact that the Company's business is global, the territory to which the The restrictions contained in this Section 5(a) 7.2 shall not apply shall be worldwide. The in the event the Company may waive terminates Employee's employment pursuant to Section 3.2 or in the foregoing restrictions or their application in any particular circumstance and may condition any such waiver upon receipt event that, notwithstanding Employee's compliance with the terms of assurances satisfactory this Agreement, the Company fails to pay Employee the Company, from the Executive and/or others, that the Executive's proposed activity will not adversely affect the Company's goodwill, proprietary rights or other important business interests.compensation to which he is entitled under this Agreement

Non-Compete. The Executive Notwithstanding anything to the contrary herein, as a material inducement to Buyer to enter into this Agreement, in respect of each Product, except as required to perform their respective obligations under the Ancillary Agreements, the Seller, the other Divesting Entities and their Affiliates shall not commercially sell or offer for sale, whether directly or indirectly through sublicensees, distributors, or other agents, an animal health pharmaceutical product that has nitenpyram as an active pharmaceutical ingredient in the Territory in the Field (“Restricted Activity” ) during the period from the Closing until the [***] of the Execution Date. Seller acknowledges that he/she has gained or will gain extensive and valuable experience and knowledge in the business conducted a violation of this Section 5.16 may cause Buyer irreparable harm which may not be adequately compensated for by the Company and has had or will have extensive contacts with the customers, suppliers, investors, and/or consultants of the Companymoney damages. The Executive recognizes that it is critical to the ongoing success of the Company that it preserve its goodwill and protect its proprietary rights and its other important business interests. Accordingly, the Executive Seller therefore agrees that he/she will not, while employed by the Company during the Term hereof and for a period of one year thereafter (or, in the event of any actual or threatened violation of this Section 5.16, Buyer shall be entitled, in addition to other remedies that it may have, to seek a temporary restraining order and to seek preliminary and final injunctive relief against Seller or its Affiliates to prevent any violations of this Section 5.16, without the Company's termination necessity of posting a bond. Notwithstanding the foregoing, Seller and its Affiliates may, without violating this Section 5.16, (a) Manufacture animal health pharmaceutical products containing nitenpyram as an active pharmaceutical ingredient and sell such products to customers of their manufacturing business in the Territory to the extent such products are sold solely to customers for subsequent distribution and sale outside of the Executive without cause Territory (provided, that, Seller shall be in violation of this provision if such customers in fact sell such products sold to them by Seller or if its Affiliates in the Executive's employment is terminated by him/her for Good Reason Territory) and (as defined hereinb) acquire or by the Company within six months before or within twenty-four (24) months after a Change of Control (as defined herein), for such longer period during which the Executive is receiving compensation pursuant to the provisions of Section 8 hereof), directly or indirectly, engage in combine with (whether as an officerthrough merger, employeestock purchase, consultant, director, proprietor, agent, partner purchase of assets or otherwise) any Person engaged in any Restricted Activity or have an ownership interest in, or participate continue any Restricted Activities in the financing, operation, management or control of, any person, firm, corporation or business Territory that are engaged in competition by any Person that is acquired by or combined with the Company, Seller or any of its affiliatesAffiliates after the date of this Agreement (whether through a merger, its parent consolidation, acquisition or subsidiaries other business combination) if such Restricted Activities generated less than 10% of such Person’s aggregate consolidated EBITDA in the business of manufacture last completed fiscal year prior to such acquisition or sale of printed circuit boards, backpanels, backplanes and/or box build assembly products, or in combination and Seller ceases such Restricted Activity during the development of technology for such businesses; provided, however, that these restrictions shall only apply to the Executive's activities post-termination of employment with persons, firms, corporations or businesses with annual gross revenues in a competing business, as defined herein, (in the aggregate with its affiliated entities) in excess of one hundred million United States dollars. It is agreed that ownership of no more than 4.9% of the outstanding voting stock of a publicly traded corporation shall not constitute a violation of this provision. In recognition of the fact that the Company's business is global, the territory to which the restrictions contained in three year period covered by this Section 5(a) shall apply shall be worldwide. The Company may waive the foregoing restrictions 5.16 or their application in any particular circumstance and may condition any uses commercially reasonable efforts to promptly divest such waiver upon receipt of assurances satisfactory to the Company, from the Executive and/or others, that the Executive's proposed activity will not adversely affect the Company's goodwill, proprietary rights or other important business interestsRestricted Activity.

Non-Compete. The Executive acknowledges that he/she has gained or will gain extensive and valuable experience and knowledge in In partial consideration for entering into this Agreement for the business conducted sale of the Shares owned by the Company and has had or will have extensive contacts Sellers, each of the Sellers agrees with the customersPurchaser that, suppliersfor a period of sixty (60) months following the Closing Date (the “Restricted Period”), investors, and/or consultants of the Company. The Executive recognizes that it is critical to the ongoing success of the Company that it preserve its goodwill and protect its proprietary rights and its other important business interests. Accordingly, the Executive agrees that he/he or she will not, while employed by without the Company during the Term hereof and for a period of one year thereafter (or, in the event prior written consent of the Company's termination of the Executive without cause or if the Executive's employment is terminated by him/her for Good Reason (as defined herein) or by the Company within six months before or within twenty-four (24) months after a Change of Control (as defined herein), for such longer period during which the Executive is receiving compensation pursuant to the provisions of Section 8 hereof)Purchaser, directly or indirectly, engage in (and whether as principal or investor or as an employee, officer, employeedirector, manager, partner, consultant, director, proprietor, agent, partner agent or otherwise) , alone or have an ownership interest inin association with any other Person (other than as a consultant of the Company pursuant to the Consulting Agreement), or participate in the financing, operation, management or control of, any person, firm, corporation or business engaged in competition compete with the Company, any of its affiliates, its parent or subsidiaries Company in the business of manufacture or sale of printed circuit boards, backpanels, backplanes and/or box build assembly products, or in the development of technology for such businessesNorth America; provided, however, that these restrictions nothing herein shall only apply limit the right of the Sellers to own not more than 3% of any of the Executive's activities post-termination debt or equity securities of employment any business organization that is then filing reports with personsthe Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. The parties hereto agree that the provisions of this Section 6.02 are an integral part of this Agreement and that the Purchaser would not be entering into this Agreement without the provisions of this Section 6.02. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 6.02 is invalid or unenforceable, firmsthe parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, corporations duration or businesses area of such term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with annual gross revenues in a competing businessterm or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as defined herein, (so modified after the expiration of the time within which the judgment may be appealed. The parties hereto recognize and agree that immediate irreparable damages for which there is not adequate remedy at law would occur in the aggregate event that the provisions of this Section 6.02 are not performed in accordance with its affiliated entities) in excess of one hundred million United States dollarsthe specific terms hereof or are otherwise breached. It is accordingly agreed that ownership in the event of no more than 4.9% a failure by the Sellers to perform his or her obligations under this Section 6.02, the Purchaser shall be entitled to specific performance through injunctive relief, without the necessity of posting a bond, to prevent breaches of the outstanding voting stock of a publicly traded corporation shall not constitute a violation provisions and to enforce specifically the provisions of this provision. In recognition of the fact that the Company's business is globalSection 6.02, the territory in addition to any other remedy to which the restrictions contained such party may be entitled, at law or in this Section 5(a) shall apply shall be worldwide. The Company may waive the foregoing restrictions or their application in any particular circumstance and may condition any such waiver upon receipt of assurances satisfactory to the Company, from the Executive and/or others, that the Executive's proposed activity will not adversely affect the Company's goodwill, proprietary rights or other important business interestsequity.

Non-Compete. The Executive acknowledges that he/she has gained During the two year period following the Closing Date, except as otherwise permitted or will gain extensive and valuable experience and knowledge in the business conducted by the Company and has had or will have extensive contacts with the customers, suppliers, investors, and/or consultants of the Company. The Executive recognizes that it is critical to the ongoing success of the Company that it preserve its goodwill and protect its proprietary rights and its other important business interests. Accordingly, the Executive agrees that he/she will not, while employed by the Company during the Term hereof and for a period of one year thereafter (or, in the event of the Company's termination of the Executive without cause or if the Executive's employment is terminated by him/her for Good Reason (as defined herein) or by the Company within six months before or within twenty-four (24) months after a Change of Control (as defined herein), for such longer period during which the Executive is receiving compensation pursuant to contemplated under the provisions of Section 8 hereof)the Gathering Agreement, Seller shall not, and shall cause its Affiliates not to, directly or indirectly, engage in (whether as an officer, employee, consultant, director, proprietor, agent, partner or otherwise) or have an ownership own any interest in, manage, control, participate in, render services for or participate operate any Low Pressure (as defined in the financing, operation, management or control of, any person, firm, corporation or business engaged in competition with Gathering Agreement) gathering system within the Company, any of its affiliates, its parent or subsidiaries Dedication Area (as defined in the business of manufacture or sale of printed circuit boards, backpanels, backplanes and/or box build assembly products, or Gathering Agreement) to the extent such system is used for transporting gas produced from the Marcellus Formation from xxxxx in the development of technology for such businesseswhich neither Seller nor its Affiliates own any interest (a “Competing Business”); provided, however, that these restrictions nothing herein shall only apply to the Executive's activities post-termination prohibit Seller or any of employment with persons, firms, corporations or businesses with annual gross revenues its Affiliates from (i) acquiring any interest in another Person if such other Person engages in a competing business, as defined hereinCompeting Business and the revenue of such Competing Business represents less than 10% of such Person’s total revenue, (ii) having a Controlling interest in the itself acquired, directly or indirectly, by another Person engaged in a Competing Business and, following such acquisition, such acquiring Person continues to engage in such Competing Business, or (iii) owning an aggregate with its affiliated entities) in excess of one hundred million United States dollars. It is agreed that ownership of no not more than 4.95% of the outstanding voting stock securities of any class of any corporation or other entity engaged in a Competing Business, if such securities are listed on a national securities exchange or regularly traded in the over-the-counter market by a member of a publicly traded national securities exchange, provided that Seller and its Affiliates do not have the power, directly or indirectly, to control or direct the management or affairs of any such corporation shall or other entity and are not constitute a violation involved in the management of such corporation or other entity. Notwithstanding anything contained in this provision. In recognition of Agreement to the fact that the Company's business is globalcontrary, the territory to which the restrictions prohibitions contained in this Section 5(a) 5.16 shall apply shall be worldwide. The Company may waive the foregoing restrictions not restrict Seller’s or their application in any particular circumstance and may condition any such waiver upon receipt of assurances satisfactory its Affiliates’ actions with respect to the Company, from gathering system and related facilities described in Exhibit D to the Executive and/or others, that Gathering Agreement or any rights reserved pursuant to Section 2.3 of the Executive's proposed activity will not adversely affect the Company's goodwill, proprietary rights or other important business interestsGathering Agreement.

Non-Compete. (a) The Corporation and the Executive acknowledges that he/she acknowledge that: (i) the Corporation has gained or a special interest in and derives significant benefit from the unique skills and experience of the Executive; (ii) the Executive will gain extensive use and have access to proprietary and valuable experience Confidential Information (as defined in Section 3.2 hereof) during the course of the Executive’s employment; and knowledge in (iii) the agreements and covenants contained herein are essential to protect the business conducted by the Company and has had or will have extensive contacts with the customers, suppliers, investors, and/or consultants goodwill of the Company. The Executive recognizes that it is critical to the ongoing success Corporation or any of the Company that it preserve its goodwill and protect its proprietary rights and its other important business interestssubsidiaries, affiliates or licensees. Accordingly, except as hereinafter noted, the Executive covenants and agrees that he/she will not, while employed by the Company during the Term hereof Term, and for a the period of one year thereafter twelve (or, in 12) months following the event of the Company's termination of Executive’s employment (the “Restricted Period”) for any reason, the Executive without cause shall not provide any labor, work, services or if the Executive's employment is terminated by him/her for Good Reason (as defined herein) or by the Company within six months before or within twenty-four (24) months after a Change of Control (as defined herein), for such longer period during which the Executive is receiving compensation pursuant to the provisions of Section 8 hereof), directly or indirectly, engage in assistance (whether as an officer, director, employee, partner, agent, owner, independent contractor, consultant, director, proprietor, agent, partner stockholder or otherwise) or have an ownership interest into a “Competing Business.” For purposes hereof, or participate in the financing, operation, management or control of, “Competing Business” shall mean any person, firm, corporation or business engaged in competition designing, manufacturing, marketing or distributing rugged personal computer devices, including but not limited to tablet PC’s, notebooks and laptops or such other types of products as are offered by the Corporation or that were in active development to be offered by the Corporation and for which significant Corporation resources were dedicated within the twelve (12) month period preceding Executive’s termination date. Notwithstanding the foregoing, not sooner than six (6) months following the termination date, Executive may, with the Company, any of its affiliates, its parent or subsidiaries in the business of manufacture or sale of printed circuit boards, backpanels, backplanes and/or box build assembly products, or in the development of technology for such businesses; provided, however, that these restrictions shall only apply to the Executive's activities post-termination of employment with persons, firms, corporations or businesses with annual gross revenues in a competing business, as defined herein, (in the aggregate with its affiliated entities) in excess of one hundred million United States dollars. It is agreed that ownership of no more than 4.9% prior written consent of the outstanding voting stock of a publicly traded corporation shall not constitute a violation of this provision. In recognition of the fact Corporation and following assurances from Executive that the Company's business is global, the territory to which the restrictions contained in this Section 5(a) shall apply shall be worldwide. The Company may waive the foregoing restrictions or their application in any particular circumstance and may condition any such waiver upon receipt of assurances are satisfactory to the CompanyCompany in its reasonable discretion, from commence work for a Competing Business with a diversified product line provided that he may not be directly or indirectly involved in any way with any division or unit that is engaged in designing, manufacturing, marketing or distributing the Executive and/or others, types of products as are offered by the Corporation or that were in active development to be offered by the Corporation and for which significant Corporation resources were dedicated within the twelve (12) month period preceding Executive's proposed activity will not adversely affect the Company's goodwill, proprietary rights or other important business interests’s Separation.

Non-Compete. The Executive In further consideration of the compensation to be paid to Employee hereunder, Employee acknowledges that he/she has gained or will gain extensive and valuable experience and knowledge in the business conducted by the Company and has had or will have extensive contacts course of their employment with the customersEmployer Group (which, suppliersfor purposes of this Section 7(d) and Section 7(e), investorsfollowing a Change in Control, and/or consultants of the Company. The Executive recognizes that it is critical to the ongoing success of the Company that it preserve its goodwill and protect its proprietary rights shall only include Employer and its subsidiaries, as determined immediately before such Change in Control), she shall become familiar, and during their employment with Employer they have become familiar, with Employer’s trade secrets and with other important business interestsConfidential Information concerning the Employer Group (and their respective its predecessors, subsidiaries and affiliates) and that their services have been and shall be of special, unique and extraordinary value to Employer. AccordinglyTherefore, the Executive Employee agrees that he/she will not, while employed by the Company during the Term hereof their employment and for a period of one year thereafter following the Separation Date (or, in the event of the Company's termination of the Executive without cause or if the Executive's employment is terminated by him/her for Good Reason (as defined herein) or by the Company within six months before or within twenty“Non-four (24) months after a Change of Control (as defined hereinCompete Period”), for such longer period during which the Executive is receiving compensation pursuant to the provisions of Section 8 hereof), Employee shall not directly or indirectly, engage in (whether as an officer, employee, consultant, director, proprietor, agent, partner or otherwise) or have an ownership indirectly own any interest in, manage, control, participate in, consult with, render services for, or participate in any manner engage in any business or enterprise identical to or similar to any such business that is engaged in by the Employer Group and its respective franchises, which shall include any restaurant business that derives more than 25% of its revenues from the sale of steak and steak dishes and which has an average guest check greater than $65, escalating by 5% per year, as of the date of this Agreement and which is located in the financingUnited States, operationwhich shall for purposes of illustration and not limitation include the following chains and their parent companies, management or control ofsubsidiaries 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 passive owner of not more than 2% of the outstanding stock of any personclass of a corporation that is publicly traded, firm, corporation or business engaged in competition with the Company, any of its affiliates, its parent or subsidiaries so long as Employee has no active participation in the business of manufacture such corporation. This restriction will not apply if Employee is employed as an officer of a business, including, but not limited to, a casino or sale of printed circuit boards, backpanels, backplanes and/or box build assembly products, or in the development of technology for such businesses; provided, howeverhotel, that these restrictions shall only apply to the Executive's activities post-termination of employment with persons, firms, corporations or businesses with annual gross revenues in a competing business, as an ancillary service provides fine dining as defined herein, (in the aggregate with its affiliated entities) in excess of one hundred million United States dollarsthis paragraph. It is agreed The term “ancillary” assumes that ownership of no more less than 4.950% of the outstanding voting stock of a publicly traded corporation shall not constitute a violation of this provision. In recognition of the fact that the Company's business is global, the territory to which the restrictions contained in this Section 5(a) shall apply shall be worldwide. The Company may waive the foregoing restrictions or their application in any particular circumstance and may condition any such waiver upon receipt of assurances satisfactory to the Company, revenues are derived from the Executive and/or others, that the Executive's proposed activity will not adversely affect the Company's goodwill, proprietary rights or other important business interestsits dining facilities.

Non-Compete. The Executive acknowledges that he/she has gained During the period beginning on the Closing Date and ending on the third (3rd) anniversary of the Closing Date (the “Non-Compete Period”), each Seller covenants and agrees not to, and shall cause its Affiliates not to, directly or will gain extensive and valuable experience and knowledge indirectly, conduct, manage, operate, engage in, be employed by, render services to, be affiliated with, control or participate in the management, operation or control of, or have an ownership interest in, any business conducted or enterprise in competition with the Business as it exists on the Closing Date anywhere in the Restricted Territory. The parties hereto acknowledge and agree that the covenants in Section 5.6(a) and Section (b)(i) shall not (i) prohibit ownership by any Seller of less than two percent (2%) of the outstanding securities of any company traded on any national securities exchange (so long as such Seller does not otherwise control such company), (ii) prohibit ownership by Management Seller or its owners of any equity in Boxlight Group or its Affiliates, (iii) prohibit the performance of any services for Boxlight Group or its Affiliates, including, without limitation, services under the Transition Services Agreement and the Distribution Agreements, or (iv) be applicable to, or deemed to restrict, EPOS Group A/S or any of its Affiliates. For purposes of this Section 5.6, “Restricted Territory” means the following: (A) any state or territory within the United States of America in which the Company and has had or will have extensive contacts with the customerscurrently provides services, suppliers, investors, and/or consultants of the Company. The Executive recognizes that it is critical to the ongoing success of the Company that it preserve its goodwill and protect its proprietary rights and its other important business interests. Accordingly, the Executive agrees that he/she will not, while employed by the Company provided services during the Term hereof and for a period of one year thereafter (or, in the event of the Company's termination of the Executive without cause or if the Executive's employment is terminated by him/her for Good Reason (as defined herein) or by the Company within six months before or within twenty-four (24) months after a Change of Control (as defined herein), for such longer period during which the Executive is receiving compensation pursuant prior to the provisions Closing Date or are currently contemplating providing services; (B) Canada; (C) Mexico; (D) the United Kingdom; and/or (E) Australia. Notwithstanding the foregoing, the obligations of Sellers under this Section 8 hereof), directly or indirectly, engage in 5.6(a) shall apply to the Manager of the Management Seller (whether as an officer, employee, consultant, director, proprietor, agent, partner or otherwise“Holstebro”) or have an ownership interest in, or participate for no more than twelve (12) months in the financing, operation, management or control of, any person, firm, corporation or business engaged in competition event Holstebro’s employment with the Company, any of its affiliates, its parent Boxlight or subsidiaries in the business of manufacture or sale of printed circuit boards, backpanels, backplanes and/or box build assembly products, or in the development of technology for such businesses; provided, however, that these restrictions shall only apply Parent is terminated without cause prior to the Executive's activities postexpiration of the Non-Compete Period. For avoidance of doubt, the Company, Boxlight and the Parent shall waive this Section 5.6(a) at the end of twelfth month following Holstebro’s termination of employment with persons, firms, corporations or businesses with annual gross revenues in a competing business, as defined herein, (in the aggregate with its affiliated entities) in excess of one hundred million United States dollars. It is agreed that ownership of no more than 4.9% of the outstanding voting stock of a publicly traded corporation shall not constitute a violation of this provision. In recognition of the fact that the Company's business is global, the territory to which the restrictions contained in this Section 5(a) shall apply shall be worldwide. The Company may waive the foregoing restrictions or their application in any particular circumstance and may condition any such waiver upon receipt of assurances satisfactory to the Company, from Boxlight or the Executive and/or others, that Parent in the Executive's proposed activity will not adversely affect event his employment is terminated without cause prior to the Company's goodwill, proprietary rights or other important business interestsexpiration of the Non-Compete Period.

Non-Compete. The Executive acknowledges that he/she has gained or will gain extensive and valuable experience and knowledge in the business conducted by the Company and has had or will have extensive contacts with the customers, suppliers, investors, and/or consultants of the Company. The Executive recognizes that it is critical to the ongoing success of the Company that it preserve its goodwill and protect its proprietary rights and its other important business interests. Accordingly, the Executive Each Member hereby agrees that he/she will not, while employed by for the Company during five (5) year period beginning on the Term hereof and for a period of one year thereafter Closing Date (or, the “Restricted Period”); (provided that in the event that any such party is determined to have violated the covenants set forth in this Article XI, the Restricted Period shall be extended day for day for the time period that such party is in violation of the Company's termination of the Executive without cause or if the Executive's employment is terminated by him/her for Good Reason (as defined herein) or by the Company within six months before or within twenty-four (24) months after a Change of Control (as defined hereinany such covenant), for such longer period during which the Executive is receiving compensation pursuant to the provisions of Section 8 hereof)he, she or it shall not, directly or indirectly, engage in (whether act as an a director, manager, officer, employeemember or partner of, consultant, director, proprietor, agent, partner or otherwise) own any equity or have an ownership other financial interest in, any Person that owns and/or operates an ambulatory surgery center, licensed surgical facility or participate any other outpatient surgical facility that is located within a forty (40) mile radius of the location of the Business (a “Competing Facility”). Notwithstanding the foregoing, and without limiting the terms of the Operating Agreement, a Member may (a) be a director on the Board of Trustees of a hospital; (b) serve on the medical staff of any hospital; (c) own an interest in the financing, operation, management or control of, any person, firm, corporation or business engaged Company in competition accordance with the Company, any terms of its affiliates, its parent the Operating Agreement; (d) practice medicine in his or subsidiaries her own office or the office of the professional entity in the business of manufacture which he or sale of printed circuit boards, backpanels, backplanes and/or box build assembly products, she is an employee or in the development of technology for such businessesowner; provided, however, that these a Physician Member shall not be an employee of a hospital, except for purposes of providing on-call coverage, pursuant to an agreement currently in existence. Nothing in this Section 11.2 is intended to prevent a Member from owning up to a one percent (1%) interest in a business competing with the Company which is publicly traded on a national stock market or exchange. In addition, and notwithstanding the restrictions set forth in this Section 11.2: the Members listed on Schedule 11.2 may continue to own their equity interests in the facilities set forth across from their names on Schedule 11.2, provided at no time during the Restricted Period may they increase their ownership interests in such listed facilities; provided, further that this Section 11.2 shall only not apply to a transaction which results in a change of control or sale (by transfer, merger, consolidation, or similar combination with any other entity) of any ownership interest in ASCOA or the Executive's activities postsale (by transfer, merger, consolidation, or similar combination with any other entity) of any ASCOA assets to an independent third-termination party, whereby any such sale (by transfer, merger, consolidation, or similar combination with any other entity) would otherwise cause ASCOA or such third-party purchaser to be in breach of employment this Agreement with persons, firms, corporations or businesses with annual gross revenues respect to any existing ownership interest in a competing businessfacility held by the independent third-party purchaser. Notwithstanding the foregoing, as defined herein, (in the aggregate with its affiliated entities) in excess of one hundred million United States dollars. It is agreed that ownership of no more than 4.9% of the outstanding voting stock of a publicly traded corporation shall not constitute a violation of this provision. In recognition of the fact that the Company's business is global, the territory to which the restrictions contained in this Section 5(a) shall apply neither Bxxxxx nor McGuireWoods LLP shall be worldwide. The Company may waive the foregoing restrictions or their application in restricted from providing legal services to any particular circumstance and may condition any such waiver upon receipt of assurances satisfactory to the Company, from the Executive and/or others, that the Executive's proposed activity will not adversely affect the Company's goodwill, proprietary rights or other important business interestsCompeting Facility.

Non-Compete. The Executive acknowledges that he/she has gained or will gain extensive and valuable experience and knowledge in At all times during the business conducted by the Company and has had or will have extensive contacts Employee’s employment with the customersCompany, suppliers, investors, and/or consultants of the Company. The Executive recognizes that it is critical to the ongoing success of the Company that it preserve its goodwill and protect its proprietary rights and its other important business interests. Accordingly, the Executive agrees that he/she will not, while employed by the Company during the Term hereof and for a period of one year thereafter (or, in following the event of the Company's Employee’s termination of employment for any reason (the Executive without cause or if the Executive's employment is terminated by him/her for Good Reason (as defined herein) or by the Company within six months before or within twenty“Non-four (24) months after a Change of Control (as defined hereinCompete Period”), for such longer period during which the Executive is receiving compensation pursuant to the provisions of Section 8 hereof)Employee shall not, directly or indirectly, engage in (whether as an officerown, employeemanage, consultant, director, proprietor, agent, partner or otherwise) or have an ownership interest in, control or participate in the financing, operationownership, management or control of, or be employed by or act as a consultant to or otherwise be affiliated in any personmanner with, firmany “Competitive Business” (as defined below in this Section 6(c)) in the “Restricted Area” (as defined below in this Section 6(c)); provided, corporation that the foregoing shall not prohibit the Employee from (i) owning as a passive investment 5% or less of the outstanding equity of any publicly-traded entity or (ii) commencing employment with a subsidiary, division or unit of any entity that engages in a Competitive Business so long as the Employee and such subsidiary, division or unit does not engage in a Competitive Business. For the purposes of this Agreement only, the capitalized term “Competitive Business” shall mean any business engaged in competition with that competes with, or is substantially similar to, the Company. For the purposes of this Agreement only, the capitalized term “Restricted Area” shall mean the United States. Notwithstanding the above, if the Employee’s employment is terminated by the Company without Cause, by the Employee for Good Reason or as a result of the Company’s non-renewal of this Agreement pursuant to Section 2 hereof, and any portion of its affiliatesthe Non-Compete Period is during a period in which the Employee is not subject to a noncompetition restriction under the Purchase Agreement, its parent the Company shall pay to the Employee, in addition to the other amounts or subsidiaries in benefits required to be paid or provided hereunder, the business of manufacture or sale of printed circuit boards, backpanels, backplanes and/or box build assembly products, or in the development of technology for such businesses“Non-Compete Compensation” (as defined below); provided, however, that these restrictions the Company may, in its sole discretion elect to not pay the Employee the Non-Compete Compensation in which case the Employee shall only apply not be subject to the Executive's activities restrictions set forth in this Section 6(c). The “Non-Compete Compensation" shall be an amount equal to the Employee’s Annual Bonus paid in respect of services performed for the year prior to the Termination Date (but in no event less than $1,000,000), pro-rated for the portion of the post-termination of employment Non-Compete Period that does not overlap with persons, firms, corporations or businesses with annual gross revenues in a competing business, as defined herein, (in the aggregate with its affiliated entities) in excess of one hundred million United States dollars. It is agreed that ownership of no more than 4.9% of the outstanding voting stock of a publicly traded corporation shall not constitute a violation of this provision. In recognition of the fact that the Company's business is global, the territory to period during which the restrictions contained in this Section 5(a) shall apply shall be worldwide. The Company may waive Employee is subject to a non-competition restriction under the foregoing restrictions or their application in any particular circumstance and may condition any such waiver upon receipt of assurances satisfactory to the Company, from the Executive and/or others, that the Executive's proposed activity will not adversely affect the Company's goodwill, proprietary rights or other important business interestsPurchase Agreement.

Non-Compete. The Executive acknowledges that he/she has gained For the 6 month period following the termination or will gain extensive and valuable experience and knowledge in the business conducted by the Company and has had or will have extensive contacts with the customers, suppliers, investors, and/or consultants ----------- expiration of the Company. The Employment Period for any reason whatsoever (other than a termination by Executive recognizes that it is critical pursuant to Section 4.1, in which case the ongoing success of the Company that it preserve its goodwill and protect its proprietary rights and its other important business interests. Accordinglyapplicable period shall be one year), the Executive agrees that he/she will not, while employed by the Company during the Term hereof and for a period of one year thereafter (or, in the event of the Company's termination of the Executive without cause or if the Executive's employment so long as Employer is terminated by him/her for Good Reason (as defined herein) or by the Company within six months before or within twenty-four (24) months after a Change of Control (as defined herein), for such longer period during which making and the Executive is receiving compensation accepting the payments required to be made to Executive pursuant to the provisions of this Section 8 hereof)5, Executive shall not, directly or indirectly, (i) engage in any activities that are in competition with the Company in any geographic area within 50 miles of the location of any Company store (whether owned or franchised) as an officerof the date of termination of the Employment Period (provided that the foregoing geographic limitation shall also be construed to prohibit Executive from engaging in any catalogue business that focuses on the sale of men's clothing), employee(ii) solicit any customer of the Company or (iii) solicit any person who is then employed by the Company or was employed by the Company within one year of such solicitation to (a) terminate his or her employment with the Company, consultant, director, proprietor, agent, partner or otherwise(b) or have an ownership interest inaccept employment with anyone other than the Company, or participate (c) in any manner interfere with the business of the Company. Executive acknowledges and agrees that in the financingevent of any violation or threatened violation by Executive of his obligations under the preceding, operationEmployer shall be entitled to injunctive relief without any necessity to post bond. Executive acknowledges and agrees that the Company's catalogue business is competitive with retail store business offering similar product lines. Without limiting the generality of the foregoing, management or control of, any person, firm, corporation or a business engaged shall be considered to be "in competition with the Company, any " if such business (y) is a retailer which derives more than 35% of its affiliatesgross revenue from the sale of men's apparel (e.g. Xxxxxx Brothers, its parent Men's Wearhouse); or subsidiaries (z) distributes anywhere in the business United States a catalog which derives more than 35% of manufacture or its gross revenue from the sale of printed circuit boards, backpanels, backplanes and/or box build assembly products, or in the development of technology for such businesses; provided, however, that these restrictions shall only apply to the Executivemen's activities post-termination of employment with persons, firms, corporations or businesses with annual gross revenues in a competing business, as defined herein, (in the aggregate with its affiliated entities) in excess of one hundred million United States dollarsapparel. It is agreed that ownership of no more than 4.9% of the outstanding voting stock of a publicly traded corporation A department store shall not constitute a violation be considered to be "in competition with the Company" for the purposes of this provision. In recognition of the fact that the Company's business is global, the territory to which the restrictions contained in this Section 5(a) shall apply shall be worldwide. The Company may waive the foregoing restrictions or their application in any particular circumstance and may condition any such waiver upon receipt of assurances satisfactory to the Company, from the Executive and/or others, that the Executive's proposed activity will not adversely affect the Company's goodwill, proprietary rights or other important business interestsAgreement.

Non-Compete. The In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that he/during the course of her employment with the Company she has gained or will gain extensive and valuable experience shall become familiar with Acadia’s and knowledge in the business conducted by Subsidiaries’ trade secrets and with other Confidential Information concerning Acadia and the Company Subsidiaries and has had or will that her services have extensive contacts with been and shall be of special, unique and extraordinary value to Acadia and the customersSubsidiaries, suppliersand, investorstherefore, and/or consultants of the Company. The Executive recognizes that it is critical to the ongoing success of the Company that it preserve its goodwill and protect its proprietary rights and its other important business interests. Accordingly, the Executive agrees that he/she will notthat, while employed by the Company during the Term hereof Employment Period and for a period thereafter of one year thereafter (or, in the event of the Company's termination of the Executive without cause or if the Executive's employment is terminated by him/her for Good Reason (as defined herein) or by the Company within six months before or within twenty-four (24) months after a Change of Control (as defined hereinthe “Noncompete Period”), for she shall not (i) directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business that derives at least 25% of its gross revenue from (A) the business of providing behavioral healthcare and/or related services, or (B) any other material business in which Acadia or any of its Subsidiaries planned to be engaged in on or after such longer period during date of which the Executive is receiving compensation pursuant has or should have had actual knowledge, or (ii) directly or indirectly manage, control, participate in, consult with or render services specifically with respect to any unit, division, segment or subsidiary of any other business that engages in or otherwise competes with (or was organized for the purpose of engaging in or competing with) the business of providing behavioral healthcare and/or related services (provided that, this clause (ii) shall not be construed to prohibit Executive from directly or indirectly owning any interest in, managing, controlling, participating in, consulting with, rendering services for, or in any manner engaging in any business activities with or for such business generally and, for the avoidance of doubt, not specifically with respect to such unit, division, segment or subsidiary), in each case, within any geographical area in which Acadia and the Subsidiaries engage in such businesses; provided that Executive shall not be subject to the provisions restrictions set forth in this Section 7(a) if the Employment Period is terminated by the Company without Cause or by Executive with Good Reason and for so long as the Company is in breach of its obligations under Section 8 hereof)4(b) and such breach is not the subject of a good faith dispute between the Company and Executive. For purposes of this Agreement, directly the term “participate in” shall include, without limitation, having any direct or indirectlyindirect interest in any Person, engage in whether as a sole proprietor, owner, stockholder, partner, joint venturer, creditor or otherwise, or rendering any direct or indirect service or assistance to any individual, corporation, partnership, joint venture and other business entity (whether as an a director, officer, manager, supervisor, employee, consultant, director, proprietor, agent, partner consultant or otherwise) or have an ownership interest in). Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, or participate in the financing, operation, management or control of, any person, firm, corporation or business engaged in competition with the Company, any of its affiliates, its parent or subsidiaries so long as Executive has no active participation in the business of manufacture or sale of printed circuit boards, backpanels, backplanes and/or box build assembly products, or in the development of technology for such businesses; provided, however, that these restrictions shall only apply to the Executive's activities post-termination of employment with persons, firms, corporations or businesses with annual gross revenues in a competing business, as defined herein, (in the aggregate with its affiliated entities) in excess of one hundred million United States dollars. It is agreed that ownership of no more than 4.9% of the outstanding voting stock of a publicly traded corporation shall not constitute a violation of this provision. In recognition of the fact that the Company's business is global, the territory to which the restrictions contained in this Section 5(a) shall apply shall be worldwide. The Company may waive the foregoing restrictions or their application in any particular circumstance and may condition any such waiver upon receipt of assurances satisfactory to the Company, from the Executive and/or others, that the Executive's proposed activity will not adversely affect the Company's goodwill, proprietary rights or other important business interestscorporation.

Non-Compete. The Executive acknowledges that he/she has gained or will gain extensive As an independent covenant, and valuable experience in order to enforce the provisions of Sections 3.1.3 and knowledge in 3.1.5 hereof and the business conducted by the Company and has had or will have extensive contacts with the customers, suppliers, investors, and/or consultants other provisions of the Company. The Executive recognizes that it is critical to the ongoing success of the Company that it preserve its goodwill and protect its proprietary rights and its other important business interests. Accordinglythis Agreement, the Executive agrees that he/she will not, while employed by the Company he shall not during the Term hereof and for Restricted Period (as hereinafter defined) within a period of one year thereafter fifty (or, in the event 50) mile radius of the Company's termination of the Executive without cause principal office, directly or if indirectly (except in the Executive's employment is terminated by him/her for Good Reason (capacity as defined herein) or by an officer of the Company within six months before or within twenty-four (24) months after a Change of Control (as defined hereinCompany), for such longer period during which the Executive is receiving compensation pursuant to the provisions of Section 8 hereof), directly or indirectly, (i) engage in (whether as an officer, employee, consultant, director, proprietor, agent, partner or otherwise) or have an ownership interest in, or participate in the financing, operation, management or control Company Business; (ii) enter the employ of, or render any personother services to, firm, corporation or business any person engaged in competition with the CompanyCompany Business except as permitted hereunder; or (iii) become interested in any such person in any capacity, any of its affiliatesincluding, its parent without limitation, as an individual, partner, shareholder, lender, officer, director, principal, agent or subsidiaries in the business of manufacture or sale of printed circuit boards, backpanels, backplanes and/or box build assembly products, or in the development of technology for such businessestrustee except as permitted hereunder; provided, however, that these restrictions 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 controlling person of, or a member of a group which controls, such person and the Executive does not, 4 directly or indirectly, own 5% or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for 5% or more of any class of equity securities, of such person. As used herein, the "Restricted Period" shall only apply mean a period commencing on the date hereof and terminating upon the first to occur of (a) the date on which the Company terminates or is deemed to terminate the Executive's activities post-employment without Cause (as hereinafter defined), (b) the date the Executive terminates or is deemed to terminate his employment pursuant to Section 4.6 hereof or (c) the date of termination of employment with personsthis Agreement; provided, firms, corporations or businesses with annual gross revenues in a competing business, as defined herein, (in the aggregate with its affiliated entities) in excess of one hundred million United States dollars. It is agreed that ownership of no more than 4.9% of the outstanding voting stock of a publicly traded corporation shall not constitute a violation of this provision. In recognition of the fact that the Company's business is global, the territory to which the restrictions contained in this Section 5(a) shall apply shall be worldwide. The Company may waive the foregoing restrictions or their application in any particular circumstance and may condition any such waiver upon receipt of assurances satisfactory to the Company, from the Executive and/or othershowever, that if the Company shall have terminated the Executive's proposed activity will not adversely affect employment for Cause and such Cause in fact exists or if the CompanyExecutive shall have terminated his employment with the Company in breach of the terms of this Agreement, the Restricted Period shall end one (1) year following the termination of the Executive's goodwill, proprietary rights or other important business interestsemployment hereunder.

Non-Compete. The Executive acknowledges that he/she has gained or will gain extensive and valuable experience and knowledge in the business conducted by the Company and has had or will have extensive contacts with the customers, suppliers, investors, and/or consultants of the Company. The Executive recognizes that it is critical to the ongoing success of the Company that it preserve its goodwill and protect its proprietary rights and its other important business interests. Accordingly, the Executive agrees that he/she will not, while employed by the Company during the Term hereof and for a period of one year thereafter (or, in the event of the Company's termination of the Executive without cause or if the Executive's employment is terminated by him/her for Good Reason (as defined herein) or by the Company within six months before or within twenty-four (24) months after a Change of Control (as defined herein), for such longer period during which the Executive is receiving compensation pursuant to the provisions of Section 7 or 8 hereof), directly or indirectly, engage in (whether as an officer, employee, consultant, director, proprietor, agent, partner or otherwise) or have an ownership interest in, or participate in the financing, operation, management or control of, any person, firm, corporation or business engaged in competition with the Company, any of its affiliates, its parent or subsidiaries in the business of manufacture or sale of printed circuit boards, backpanels, backplanes and/or box build assembly products, or in the development of technology for such businesses; provided, however, that these restrictions shall only apply to the Executive's activities post-termination of employment with persons, firms, corporations or businesses with annual gross revenues in a competing business, as defined herein, (in the aggregate with its affiliated entities) in excess of one hundred million United States dollars. It is agreed that ownership of no more than 4.9% of the outstanding voting stock of a publicly traded corporation shall not constitute a violation of this provision. In recognition of the fact that the Company's business is global, the territory to which the restrictions contained in this Section 5(a) shall apply shall be worldwide. The Company may may, in its sole discretion, waive the foregoing restrictions or their application in any particular circumstance and may condition any such waiver upon receipt of assurances satisfactory to the Company, from the Executive and/or others, that the Executive's proposed activity will not adversely affect the Company's goodwill, proprietary rights or other important business interests.

Non-Compete. The Executive acknowledges that he/she has gained or will gain extensive Employee covenants and valuable experience and knowledge in the business conducted by the Company and has had or will have extensive contacts with the customers, suppliers, investors, and/or consultants of the Company. The Executive recognizes that it is critical to the ongoing success of the Company that it preserve its goodwill and protect its proprietary rights and its other important business interests. Accordingly, the Executive agrees that he/she will not, while employed by the Company during the Employment Contract Term hereof and for a period of one year thereafter (or, in the event of the Company's termination of the Executive without cause or if the Executive's employment is terminated by him/her for Good Reason (as defined herein) or by the Company within six months before or within twenty“Non-four (24) months after a Change of Control (as defined hereinCompete Period”), for such longer period during which the Executive is receiving compensation pursuant to the provisions of Section 8 hereof)he shall not engage, directly or indirectly, engage in (whether as an officer, employee, consultant, director, proprietor, agent, partner or otherwise) or have an ownership interest in, or participate in the financing, operation, management or control of, any person, firm, corporation or business engaged in competition with the Company, any of its affiliates, its parent or subsidiaries in the business of manufacture designing, manufacturing, marketing, modifying, distributing or sale of printed circuit boardsselling refrigeration systems for use in medical, backpanelsclinical, backplanes and/or box build assembly products, or in research and scientific laboratory applications (the development of technology for such businesses“Restricted Business”) worldwide; provided, however, that these restrictions he may acquire or otherwise own less than a five percent (5%) equity interest in a publicly held enterprise engaged in the Restricted Business as long as he does not render advice or assistance to such enterprise. In addition, during the Non-Compete Period, Employee shall only apply not, directly or indirectly, persuade or attempt to persuade any employee of the Standex Scientific Unit to leave the employment of Standex and its subsidiaries, or to become employed by any person other than Standex and its subsidiaries for the purpose of engaging in the Restricted Business; provided that the foregoing shall not restrict the Employee from (i) soliciting employees through general solicitations or (ii) soliciting employees through use of a recruiting firm provided that the Employee did not instruct the recruiting firm to approach employees of the Company. Employee agrees that the provisions of this Section 3 are reasonable and necessary for Employer's and Standex’s reasonable protection and that if any portion thereof shall be held contrary to law or invalid or unenforceable in any respect in any jurisdiction, or as to one or more periods of time, geographic area, areas of business activities, or any part thereof, the remaining provisions shall not be affected but shall remain in full force and effect and that any such invalid or unenforceable provision shall be deemed, without further action on the part of any person, modified and limited to the Executive's activities post-termination of employment with persons, firms, corporations or businesses with annual gross revenues extent necessary to render the same valid and enforceable in a competing business, as defined herein, (such jurisdiction. Employee further agrees that the remedies at law in the aggregate with its affiliated entities) in excess event of one hundred million United States dollarsa breach of or a default under this Section 3 may be insufficient and that Employer and/or Standex shall be entitled to seek the immediate grant of equitable relief including, but not limited to, the remedy of specific performance to enjoin any breach, or the continuation of any breach, of the provisions of this Section 3. It is agreed that ownership the intention of the parties that, upon expiration of the Employment Contract Term the non-competition and non-solicitation covenants set forth in this Agreement shall terminate and be of no more than 4.9% further force and effect and upon the execution of the outstanding voting stock Standard Agreement the non-competition and non-solicitation covenants set forth in the Standard Agreement shall apply. It is the mutual intention of a publicly traded corporation the parties that the non-compete/non-solicitation provisions of this Section 3 and the non-compete/non-solicitation provisions in the Standard Agreement, once executed, supplement and are distinct and separate obligations from those non-competition and non-solicitation provisions of the Purchase Agreement, and the obligations set forth in the Purchase Agreement shall not constitute in any way limit or be limited by the obligations set forth in this Agreement or in the Standard Agreement. In addition, on the first day of Employee’s employment hereunder and as a violation condition of the signing of this provisionAgreement, Employee shall be required to sign the standard Standex International Corporation Invention and Trade Secret Agreement. In recognition It is the intention of the fact parties that the Company's business is global, non-competition and non-solicitation covenants set forth herein and in the territory to which Standard Agreement shall take precedence over such provisions in the restrictions contained in this Section 5(a) shall apply shall be worldwide. The Company may waive the foregoing restrictions or their application in any particular circumstance Invention and may condition any such waiver upon receipt of assurances satisfactory to the Company, from the Executive and/or others, that the Executive's proposed activity will not adversely affect the Company's goodwill, proprietary rights or other important business interestsTrade Secret Agreement.

Non-Compete. The Executive acknowledges that he/she has gained or will gain extensive In consideration of the Company’s agreements herein and other good and valuable experience consideration, the receipt and knowledge sufficiency of which is hereby acknowledged, the Executive agrees, in addition to any other obligation imposed by this Section 6, that he will not, during the period beginning on the date of termination and ending on the three month anniversary thereof (the “Non-Compete Period”), engage directly or indirectly, whether as an employee, independent contractor, consultant, partner, shareholder or otherwise, in a business conducted or other endeavor which is competitive with or similar to any business of the Company (including without limitation any business related to the production, distribution or other exploitation of made for television movies or miniseries), or any business which as of the date of termination is contemplated by the Company and has had or will have extensive contacts been formally considered by the Board at a meeting in either case in respect of which he was materially involved during the last 12 months of his employment with the customersCompany (any such business or endeavor, suppliersa “Competitive Business”), investorsanywhere in the world. The Executive specifically acknowledges that he is of special, and/or consultants unique and extraordinary value to the Company because of, inter alia, his personal relationships with performers, producers, writers, directors, creative sources, and distributors; that if he were to leave the Company and compete with it, the Company’s value would be materially diminished; that as a key executive of the Company. The Executive recognizes that it is critical , he has access to all confidential information, trade secrets, and the ongoing success of the Company that it preserve its goodwill and protect its proprietary rights and its other important business interests. Accordinglylike, the Executive agrees that he/she will not, while employed by the Company during the Term hereof and for a period of one year thereafter (or, in the event of the Company's termination ; that he has independent means of supporting himself and his family; and that in view of the Executive without cause or if foregoing, the Executive's employment is terminated restrictions imposed by him/her for Good Reason (as defined hereinthis Section 6(e) or are reasonably necessary to protect the Company against unfair competition by the Company within six months before or within twenty-four (24) months after a Change of Control (as defined herein), for such longer period during which the Executive is receiving compensation pursuant to the provisions of Section 8 hereof), directly or indirectly, engage in (whether as an officer, employee, consultant, director, proprietor, agent, partner or otherwise) or have an ownership interest in, or participate in the financing, operation, management or control of, any person, firm, corporation or business engaged in competition with the Company, any of its affiliates, its parent or subsidiaries in the business of manufacture or sale of printed circuit boards, backpanels, backplanes and/or box build assembly products, or in the development of technology for such businesses; provided, however, that these restrictions shall only apply and are not unduly burdensome to the Executive's activities post-termination of employment with persons. Furthermore, firms, corporations or businesses with annual gross revenues in a competing business, as defined herein, (in the aggregate with its affiliated entities) in excess of one hundred million United States dollars. It is agreed that ownership of no more than 4.9% of the outstanding voting stock of a publicly traded corporation shall not constitute a violation notwithstanding any other provision of this provision. In recognition Section 6(e), if the Company fails to make any payment to the Executive pursuant to Section 4 and the Executive notifies the Company of such failure in accordance with the fact that notice provisions set forth in Section 11, then the Non-Compete Period shall expire after the 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's business is global, the territory to which the restrictions contained in this Section 5(a) shall apply shall be worldwide. The Company may waive the foregoing restrictions or their application in any particular circumstance and may condition any such waiver upon ’s receipt of assurances satisfactory to the Company, from the Executive and/or others, that the Executive's proposed activity will not adversely affect the Company's goodwill, proprietary rights or other important business interestssuch notice.

Non-Compete. The Executive acknowledges So long as this Master Agreement shall remain in effect, Manager agrees that he/she has gained neither Manager nor its affiliates will compete with Client by (a) performing, offering to perform or will gain extensive soliciting timberland portfolio investment services for Plans and valuable experience Endowments investing in timberlands within the Continental United States or Canada; (b) soliciting or attempting to raise timberland investment capital from Plans and knowledge Endowments for timberland investments within the Continental United States or Canada; or (c) managing timberland properties in the business conducted by the Company Continental United States or Canada owned or managed for Plans and has had or will have extensive contacts with the customersEndowments. In addition, suppliers, investors, and/or consultants of the Company. The Executive recognizes that it is critical recognizing Client’s need to the ongoing success of the Company that it preserve its goodwill and protect its proprietary rights and its other important legitimate business interests. Accordingly, and as a further inducement to Client to continue to enter into this Master Agreement, Manager hereby covenants and agrees with Client that during the Executive agrees that he/she term of this Master Agreement, Manager will not, while employed by the Company during the Term hereof and for a period of one year thereafter (or, in the event of the Company's termination of the Executive without cause or if the Executive's employment is terminated by him/her for Good Reason (as defined herein) or by the Company within six months before or within twenty-four (24) months after a Change of Control (as defined herein), for such longer period during which the Executive is receiving compensation pursuant to the provisions of Section 8 hereof), directly or indirectly, engage in for itself or any other person, business or entity: (whether as an officer, employee, consultant, director, proprietor, agent, partner or otherwisex) or have an any ownership interest inin any Competing Business (other than passive ownership of publicly-traded securities constituting less than a 1% interest), or participate provided that Manager’s continuing ownership of any ownership interest in the financingan entity that was not a Competing Business when such investment was made, operation, management or control of, any person, firm, corporation or business engaged in competition with the Company, any but subsequently becomes a Competing Business as a result of its affiliates, its parent or subsidiaries in the business of manufacture or a sale of printed circuit boardsan interest therein to a Plan or Endowment by a person or entity not controlled by Manager, backpanels, backplanes and/or box build assembly products, or in the development of technology for such businesses; provided, however, that these restrictions shall only apply to the Executive's activities post-termination of employment with persons, firms, corporations or businesses with annual gross revenues in a competing business, as defined herein, (in the aggregate with its affiliated entities) in excess of one hundred million United States dollars. It is agreed that ownership of no more than 4.9% of the outstanding voting stock of a publicly traded corporation shall not constitute a violation breach of this provision. In recognition clause (x) as long as Manager neither manages or operates such entity, nor owns more than 5% of the fact entity from and after the date that it becomes a Competing Business, unless otherwise agreed in writing by Client; or (y) attempt to employ or recruit, or assist any other person or entity in employing or recruiting, for or on behalf of any Competing Business, any employee who is employed by Client. Manager represents and warrants that neither it nor any of its affiliates presently conducts any of the Company's business is globalactivities described in clauses (a), (b), (c) or (x) of this Section 4.02, except insofar as the territory units of interest in Xxxx Resources, A Delaware Limited Partnership (“Xxxx”) are publicly traded. Xxxx and Manager or its other affiliates may be deemed to provide timberland portfolio investment services for, or to manage timberlands beneficially owned by, Plans or Endowments that purchase such, units. Notwithstanding the foregoing, Manager covenants and agrees that, so long as this Master Agreement shall remain in effect, neither Manager nor any of its affiliates will issue any new interests that are publicly traded in the United States which constitute an interest in any entity that owns or manages timberlands located in the restrictions contained Continental United States of Canada; except for the issuance of new interests in conjunction with any option, incentive or compensation programs of Manager or its affiliates for the benefit of its officers, directors, employees, or agents. Nothing in this Section 5(a) shall apply 4.02 shall be worldwidedeemed to apply to the issued units of Xxxx existing as of the effective date of this Master Agreement. For purposes of this Section 4.02, “affiliate” shall mean any person or entity (whether now existing or hereafter created) that is controlled by, in control of, or under common control with Manager, and shall in any event include Xxxx. Notwithstanding any other provision of this Section 4.02, it is understood and agreed that nothing herein shall prohibit Manager or its affiliates from advertising, soliciting, marketing for sale, or selling or conveying any timberland or other property now or hereafter owned by Manager or its affiliates to a Plan or Endowment, provided that neither Manager nor its affiliates shall provide management services for any timberland conveyed to such Plan or Endowment after closing. In conjunction with any such sale, an affiliate of Manager may create or cause to be created a publicly traded vehicle to facilitate the sale. The Company provisions of this Section 4.02 shall survive termination of this Master Agreement for a period of (i) twenty-four calendar months with respect to each Plan and Endowment that is invested in an Ultimate Client Portfolio managed by Client and (ii) twelve calendar months with respect to any other Plan or Endowment. Manager and Client hereby expressly agree that damages may waive the foregoing restrictions or their application in any particular circumstance not compensate Client adequately for a breach of this `Section 4.02, and may condition any such waiver upon receipt of assurances satisfactory acknowledge that absent this Section 4.02 Client would not have entered into this Master Agreement. Therefore, to the Companymaximum extend permitted by law, from upon establishment of a breach of this Section 4.02, the Executive and/or othersparties hereby specifically agree that Client shall be entitled to specific performance of the provisions of this Section 4.02, and in the event that Client brings any action for specific performance of this Section 4.02 Manager waives any objection or right to object to the Executive's proposed activity will suitability or availability of specific performance as a remedy for breach of this Section 4.02, including without limitation any objection based on the adequacy of damages or the irreparable nature of the injury claimed by Client. The foregoing, however, shall not adversely affect be deemed to constitute a waiver by Manager of its right to participate in the Company's goodwilllitigation, proprietary rights to dispute whether a breach of this Section 4.02 occurred or other important business interests.whether the scope of the equitable relief requested by Client is appropriate and consistent with the strict enforcement of the provisions of this Section 4.02. For purposes of this Section 4.02 the following terms shall have the corresponding meanings ascribed below:

Non-Compete. The Executive acknowledges that he/she has gained or will gain extensive and valuable experience and knowledge in In further consideration of (i) the business conducted Award granted herein; (ii) the Participant’s ongoing employment by the Company and has had or will have extensive contacts with a Subsidiary; (iii) the customers, suppliers, investors, and/or consultants importance of protecting the confidential information of the Company. The Executive recognizes , its Subsidiaries and its Affiliates and their other legitimate interests, including without limitation the valuable confidential information and goodwill that it is critical they have developed or acquired; (iv) the Participant being granted access to trade secrets and other confidential information of the Company, its Subsidiaries and its Affiliates; and (v) other good and valuable consideration, the Participant acknowledges that during the course of the Participant’s employment with the Company and its Subsidiaries the Participant has and shall become familiar with the Company’s trade secrets and with other Confidential Information and that the Participant’s services have been and shall continue to be of special, unique and extraordinary value to the ongoing success Company and its Subsidiaries. Therefore, the Participant agrees that, during the Participant’s employment period and for one (1) year following the date of such termination of the employment period, the Participant shall not, directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, be employed in an executive, managerial or administrative capacity by, or in any manner engage in any business competing with the businesses of the Company that it preserve or its goodwill and protect its proprietary rights and its other important business interests. AccordinglySubsidiaries, as such businesses exist or are in the Executive agrees that he/she will not, while employed by the Company process of being implemented during the Term hereof and for a Participant’s employment period of one year thereafter (or, in or on the event date of the Company's termination of the Executive without cause or if the Executive's employment is terminated by him/her for Good Reason period (as defined herein) or by applicable, the “Restricted Period”), within any geographical area in which the Company within six months before or within twenty-four (24) months after a Change of Control (as defined herein), for such longer period during which the Executive is receiving compensation pursuant its Subsidiaries engage or plan to the provisions of Section 8 hereof), directly or indirectly, engage in such businesses. The Participant acknowledges (whether as an officerA) that the business of the Company and its Subsidiaries will be conducted throughout North America, employee, consultant, director, proprietor, agent, partner (B) notwithstanding the state of incorporation or otherwise) principal office of the Company or have an ownership interest in, or participate in the financing, operation, management or control of, any person, firm, corporation or business engaged in competition with the Company, any of its affiliatesSubsidiaries, or any of its parent executives or subsidiaries employees (including the Participant), it is expected that the Company and its Subsidiaries will have business activities and have valuable business relationships within its industry throughout North America and (C) as part of the Participant’s responsibilities, the Participant will be traveling throughout North America in furtherance of the business and relationships of the Company and its Subsidiaries. Nothing herein shall prohibit the Participant from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as the Participant has no active participation in the business of manufacture or sale of printed circuit boards, backpanels, backplanes and/or box build assembly products, or in the development of technology for such businesses; provided, however, that these restrictions shall only apply to the Executive's activities post-termination of employment with persons, firms, corporations or businesses with annual gross revenues in a competing business, as defined herein, (in the aggregate with its affiliated entities) in excess of one hundred million United States dollars. It is agreed that ownership of no more than 4.9% of the outstanding voting stock of a publicly traded corporation shall not constitute a violation of this provision. In recognition of the fact that the Company's business is global, the territory to which the restrictions contained in this Section 5(a) shall apply shall be worldwide. The Company may waive the foregoing restrictions or their application in any particular circumstance and may condition any such waiver upon receipt of assurances satisfactory to the Company, from the Executive and/or others, that the Executive's proposed activity will not adversely affect the Company's goodwill, proprietary rights or other important business interestscorporation.

Non-Compete. The In further consideration of the employment of Executive and the compensation and benefits provided to Executive hereunder, Executive acknowledges that he/she has gained or will gain extensive and valuable experience and knowledge in during the business conducted by course of his employment with the Company and has had or will have extensive contacts its subsidiaries he shall become familiar with the customers, suppliers, investors, and/or consultants of the Company. The Executive recognizes that it is critical to the ongoing success of ’s and its subsidiaries’ and affiliates’ trade secrets and with other confidential information concerning the Company that it preserve its goodwill and protect its proprietary rights and its other important business interestssubsidiaries (collectively referred to herein as “Xxxxxxxx”) and that his services shall be of special, unique and extraordinary value to Xxxxxxxx. AccordinglyTherefore, the Executive agrees that he/she will not, while employed by during his period of employment with the Company during the Term hereof and for a period of one three (3) years after the Executive’s resignation or other termination from employment with the Company for any reason (the three-year thereafter period following such termination date, the “Restricted Period”), he shall not directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business that engages in or otherwise competes with any business(es) of Xxxxxxxx as such business(es) of Xxxxxxxx could be reasonably described (oreither as it exists or is in process during the period of Executive’s employment or at Executive’s termination date (such business(es), the “Business”), within any geographical area in the event of the Company's termination of the Executive without cause United States in which Xxxxxxxx engages or if the Executive's employment is terminated by him/her for Good Reason (as defined herein) or by the Company within six months before or within twenty-four (24) months after a Change of Control (as defined herein), for such longer period during which the Executive is receiving compensation pursuant plans to the provisions of Section 8 hereof), directly or indirectly, engage in such Business (the “Restricted Area”). For purposes of this Agreement, the term “participate in” shall include, without limitation, having any direct or indirect interest in any Person, whether as a sole proprietor, owner, stockholder, partner, joint venture, creditor or otherwise, or rendering any direct or indirect service or assistance to any individual, corporation, partnership, joint venture and other business entity (whether as an a director, officer, manager, supervisor, employee, consultant, director, proprietor, agent, partner consultant or otherwise) or have an ownership interest in). Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, or participate in the financing, operation, management or control of, any person, firm, corporation or business engaged in competition with the Company, any of its affiliates, its parent or subsidiaries so long as Executive has no active participation in the business of manufacture or sale of printed circuit boards, backpanels, backplanes and/or box build assembly products, or in the development of technology for such businesses; provided, however, that these restrictions shall only apply to the Executive's activities post-termination of employment with persons, firms, corporations or businesses with annual gross revenues in a competing business, as defined herein, (in the aggregate with its affiliated entities) in excess of one hundred million United States dollars. It is agreed that ownership of no more than 4.9% of the outstanding voting stock of a publicly traded corporation shall not constitute a violation of this provision. In recognition of the fact that the Company's business is global, the territory to which the restrictions contained in this Section 5(a) shall apply shall be worldwide. The Company may waive the foregoing restrictions or their application in any particular circumstance and may condition any such waiver upon receipt of assurances satisfactory to the Company, from the Executive and/or others, that the Executive's proposed activity will not adversely affect the Company's goodwill, proprietary rights or other important business interestscorporation.

Non-Compete. The Executive acknowledges that he/she has gained Restrictions. In consideration of the purchase of the Shares by Purchaser, within three (3) years from the Closing Date (the “Restricted Period”), Seller and Parent shall not, and to the extent permissible under Applicable Law, shall cause their Affiliates and, solely with respect to work performed at the direct instruction of Seller, Parent or will gain extensive and valuable experience and knowledge their Affiliates, their respective employees not to: (i) within any jurisdiction in the business conducted by which the Company and has had or will have extensive contacts with the customers, suppliers, investors, and/or consultants is either (a) operating; (b) is contemplating as of the Company. The Executive recognizes that Closing Date to do operate; or (c) in which it is critical operated within 12 months prior to the ongoing success of the Company that it preserve its goodwill and protect its proprietary rights and its other important business interests. Accordingly, the Executive agrees that he/she will not, while employed by the Company during the Term hereof and for a period of one year thereafter (or, in the event of the Company's termination of the Executive without cause or if the Executive's employment is terminated by him/her for Good Reason (as defined herein) or by the Company within six months before or within twenty-four (24) months after a Change of Control (as defined herein), for such longer period during which the Executive is receiving compensation pursuant to the provisions of Section 8 hereof), Closing Date; directly or indirectlyindirectly own, engage in (whether as an officermanage, employeeoperate, consultant, director, proprietor, agent, partner or otherwise) or have an ownership interest incontrol, or participate in the financingownership, operationmanagement, management or control ofoperation or control, any personor otherwise engage in, firm, corporation or a business engaged in competition with the Companyresearch, any of its affiliatesdevelopment, its parent assembly, production, marketing, distributing, selling and service of, manual or subsidiaries automated non-contact optical metrology systems for panel or semiconductor wafer, in the business areas that the Company was operating in within 12 months prior to the Closing Date or was contemplating to operate in as of manufacture or sale of printed circuit boards, backpanels, backplanes and/or box build assembly products, or in the development of technology for such businessesClosing Date (the “Business”); provided, however, the parties acknowledge and agree that these restrictions nothing in this Section will limit Seller, Parent or any of their Affiliates from engaging in any of the following activities: (A) engineering probers with optical measurement capabilities, (B) probing or testing of optical integrated circuits, (C) optical metrology for use in cryogenic applications and (D) optical metrology for probe cards and test/package consumables; the term “operating”, “operate” or the like, for the purposes of this Section 4.9(i) shall only apply to the Executive's activities post-termination of employment with persons, firms, corporations or businesses with annual gross revenues in a competing include doing business, as defined hereindeveloping, manufacturing, marketing, selling, or providing services, in each case, through Parent or its Affiliates or their respective distributors. (in ii) persuade or attempt to persuade any potential customer or client regarding the aggregate with its affiliated entities) in excess of one hundred million United States dollars. It is agreed that ownership of no more than 4.9% of the outstanding voting stock of a publicly traded corporation shall not constitute a violation of this provision. In recognition of the fact that the Company's business is global, the territory Business to which the restrictions contained in this Section 5(a) shall apply shall be worldwide. The Company may waive has made a presentation, or with which the foregoing restrictions or their application in any particular circumstance and may condition any such waiver upon receipt of assurances satisfactory Company has had discussions, not to hire the Company, from or to hire another company; or (iii) interfere with the Executive and/or others, that relationship between the Executive's proposed activity will not adversely affect Company and any customer or client of the Company's goodwill, proprietary rights nor make any negative or other important business interests.disparaging statements or communications about the Company with such customer or client, nor with any providers of the Company, regarding the Business. (b)

Non-Compete. The Executive acknowledges that he/she has gained or will gain extensive and valuable experience and knowledge in the business conducted by the Company and has had or will have extensive contacts with the customers, suppliers, investors, and/or consultants of the Company. The Executive recognizes that it is critical to the ongoing success of the Company that it preserve its goodwill and protect its proprietary rights and its other important business interests. Accordingly, the Executive Employee agrees that he/she he will not, while employed by for the Company during three (3) year period commencing on the Term hereof and for a period first day of one year thereafter (orany Continuation Period, in if there is one, or commencing on the event date of the CompanyEmployee's termination of employment if there is no Continuation Period prior to such termination of Employment (the Executive without cause or if the Executive's employment is terminated by him/her for Good Reason (as defined herein) or by the Company within six months before or within twenty"Non-four (24) months after a Change of Control (as defined hereinCompetition Period"), for such longer period during which the Executive is receiving compensation pursuant to the provisions of Section 8 hereof)be engaged in or concerned with, directly or indirectly, engage any business related to or involved in the retail sale of auto parts to "DIY" customers, or the wholesale or retail sale of auto parts to commercial installers in any state, province, territory or foreign country in which AutoZone operates now or shall operate during the term set forth in this Non-Compete section (whether herein called "Competitor"), as an officeremployee, employeedirector, consultant, directorbeneficial or record owner, proprietorpartner, agentjoint venturer, partner officer or otherwise) or have an ownership agent of the Competitor, other than the acquisition of not more than a 1% equity interest inin a publicly-traded Competitor; provided, or participate solely for purposes of excluding any retail business with retail stores that sell automotive parts and automotive accessories as a minor portion of the retail business in each of its retail stores from the financing, operation, management or control ofterm "Competitor", any person, firm, corporation or such retail business engaged in competition with the Company, any same business or substantially the same business as that of its affiliates, its parent AutoZone either directly or subsidiaries in through an operating division or subsidiary of such retail business shall not be deemed to be a "Competitor" if both (a) the average sales per store per annum of the business or the average sales per store per annum of manufacture any organizational unit, part, subpart, subsidiary or affiliate of such business from the sale of printed circuit boards, backpanels, backplanes and/or box build assembly products, or in the development of technology for such businesses; provided, however, that these restrictions automotive parts and automotive accessories (excluding sales at stores which do not sell automotive parts and automotive accessories ) shall only apply to the Executive's activities post-termination of employment with persons, firms, corporations or businesses with annual gross revenues in a competing business, as defined herein, (in the aggregate with its affiliated entities) in excess of one hundred million United States dollars. It is agreed that ownership of no more be less than 4.910% of the outstanding voting stock average sales per store per annum of a publicly traded corporation AutoZone for the same year and (b) the total sales of automotive parts and accessories for any such retail business (including the sales of automotive parts and automotive accessories by any organizational unit, part, subpart, subsidiary or affiliate of such business) shall not constitute a violation be, in the aggregate, less than 10% of such business' total gross sales. The parties acknowledge and agree that the time, scope, geographic area and other provisions of this provisionNon-Compete section have been specifically negotiated by sophisticated commercial parties and specifically hereby agree that such time, scope, geographic area and other provisions are reasonable under the circumstances and are in exchange for the obligations undertaken by AutoZone pursuant to this Agreement. In recognition Further, Employee agrees not to hire, for himself or any other entity, encourage anyone or entity to hire, or entice away from AutoZone any employee of AutoZone during the fact term of this non-compete obligation. If at any time in a proceeding under or arising out of this Agreement (or a proceeding brought on behalf of or at the direction of Employee) a court of competent jurisdiction holds that any portion of this Non-Compete section is unenforceable for any reason, then Employee shall forfeit his right to any further salary, bonus, stock option exercises, or benefits from AutoZone during the Company's business is global, the territory to which the restrictions contained in this Section 5(a) shall apply shall be worldwide. The Company may waive the foregoing restrictions or their application in any particular circumstance and may condition any such waiver upon receipt of assurances satisfactory to the Company, from the Executive and/or others, that the Executive's proposed activity will not adversely affect the Company's goodwill, proprietary rights or other important business interestsNon-Competition Period.

Non-Compete. The Executive acknowledges that he/she has gained or will gain extensive and valuable experience and knowledge in In further consideration of (i) the business conducted Option granted herein; (ii) the Participant’s ongoing employment by the Company and has had or will have extensive contacts with a Subsidiary; (iii) the customers, suppliers, investors, and/or consultants importance of protecting the confidential information of the Company. The Executive recognizes , its Subsidiaries and its Affiliates and their other legitimate interests, including without limitation the valuable confidential information and goodwill that it is critical they have developed or acquired; (iv) the Participant being granted access to trade secrets and other confidential information of the Company, its Subsidiaries and its Affiliates; and (v) other good and valuable consideration, the Participant acknowledges that during the course of the Participant’s employment with the Company and its Subsidiaries the Participant has and shall become familiar with the Company’s trade secrets and with other Confidential Information and that the Participant’s services have been and shall continue to be of special, unique and extraordinary value to the ongoing success Company and its Subsidiaries. Therefore, the Participant agrees that, during the Participant’s employment period and for one (1) year following the date of such termination of the employment period, the Participant shall not, directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, be employed in an executive, managerial or administrative capacity by, or in any manner engage in any business competing with the businesses of the Company that it preserve or its goodwill and protect its proprietary rights and its other important business interests. AccordinglySubsidiaries, as such businesses exist or are in the Executive agrees that he/she will not, while employed by the Company process of being implemented during the Term hereof and for a Participant’s employment period of one year thereafter (or, in or on the event date of the Company's termination of the Executive without cause or if the Executive's employment is terminated by him/her for Good Reason period (as defined herein) or by applicable, the “Restricted Period”), within any geographical area in which the Company within six months before or within twenty-four (24) months after a Change of Control (as defined herein), for such longer period during which the Executive is receiving compensation pursuant its Subsidiaries engage or plan to the provisions of Section 8 hereof), directly or indirectly, engage in such businesses. The Participant acknowledges (whether as an officerA) that the business of the Company and its Subsidiaries will be conducted throughout North America, employee, consultant, director, proprietor, agent, partner (B) notwithstanding the state of incorporation or otherwise) principal office of the Company or have an ownership interest in, or participate in the financing, operation, management or control of, any person, firm, corporation or business engaged in competition with the Company, any of its affiliatesSubsidiaries, or any of its parent executives or subsidiaries employees (including the Participant), it is expected that the Company and its Subsidiaries will have business activities and have valuable business relationships within its industry throughout North America and (C) as part of the Participant’s responsibilities, the Participant will be traveling throughout North America in furtherance of the business and relationships of the Company and its Subsidiaries. Nothing herein shall prohibit the Participant from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as the Participant has no active participation in the business of manufacture or sale of printed circuit boards, backpanels, backplanes and/or box build assembly products, or in the development of technology for such businesses; provided, however, that these restrictions shall only apply to the Executive's activities post-termination of employment with persons, firms, corporations or businesses with annual gross revenues in a competing business, as defined herein, (in the aggregate with its affiliated entities) in excess of one hundred million United States dollars. It is agreed that ownership of no more than 4.9% of the outstanding voting stock of a publicly traded corporation shall not constitute a violation of this provision. In recognition of the fact that the Company's business is global, the territory to which the restrictions contained in this Section 5(a) shall apply shall be worldwide. The Company may waive the foregoing restrictions or their application in any particular circumstance and may condition any such waiver upon receipt of assurances satisfactory to the Company, from the Executive and/or others, that the Executive's proposed activity will not adversely affect the Company's goodwill, proprietary rights or other important business interestscorporation.

Non-Compete. (a) The Corporation and the Executive acknowledges that he/she acknowledge that: (i) the Corporation has gained or a special interest in and derives significant benefit from the unique skills and experience of the Executive; (ii) the Executive will gain extensive use and have access to proprietary and valuable experience Confidential Information (as defined in Section 3.2 hereof) during the course of the Executive’s employment; and knowledge in (iii) the agreements and covenants contained herein are essential to protect the business conducted by the Company and has had or will have extensive contacts with the customers, suppliers, investors, and/or consultants goodwill of the Company. The Executive recognizes that it is critical to the ongoing success Corporation or any of the Company that it preserve its goodwill and protect its proprietary rights and its other important business interestssubsidiaries, affiliates or licensees. Accordingly, except as hereinafter noted, the Executive covenants and agrees that he/she will not, while employed by the Company during the Term hereof and for a the period of one (1) year thereafter (or, in following the event of the Company's termination of Executive’s employment for any reason, the Executive without cause shall not provide any labor, work, services or if the Executive's employment is terminated by him/her for Good Reason (as defined herein) or by the Company within six months before or within twenty-four (24) months after a Change of Control (as defined herein), for such longer period during which the Executive is receiving compensation pursuant to the provisions of Section 8 hereof), directly or indirectly, engage in assistance (whether as an officer, director, employee, partner, agent, owner, independent contractor, consultant, director, proprietor, agent, partner stockholder or otherwise) or have an ownership interest into a “Competing Business.” For purposes hereof, or participate in the financing, operation, management or control of, “Competing Business” shall mean any person, firm, corporation or business engaged in competition the designing, marketing or distribution of premium lifestyle products, including but not limited to apparel, home, accessories and fragrance products, which competes in any material respects with the Company, Corporation or any of its affiliatessubsidiaries, its parent affiliates or subsidiaries in the business of manufacture or sale of printed circuit boards, backpanels, backplanes and/or box build assembly products, or in the development of technology for such businesses; provided, however, that these restrictions shall only apply to the Executive's activities post-termination of employment with persons, firms, corporations or businesses with annual gross revenues in a competing business, as defined herein, licensees (in the aggregate with its affiliated entitiescase of licensees, to the extent related to the Corporation’s products or marks). Executive specifically acknowledges that Executive understands that he may not become employed by any Competing Business in any capacity during the time periods in which he is restricted herein, provided that the Executive may (i) in excess own, solely as an investment, securities of one hundred million United States dollars. It any entity which are traded on a national securities exchange if the Executive is agreed not a controlling person of, or a member of a group that ownership controls such entity and does not, directly or indirectly, own 2% or more of no more than 4.9any class of securities of such entity and (ii) own and invest up to 2% of the outstanding voting stock of a publicly traded corporation shall not constitute a violation of this provision. In recognition of the fact that the Company's business is globalany hedge funds, the territory to which the restrictions contained in this Section 5(a) shall apply shall be worldwide. The Company may waive the foregoing restrictions or their application in any particular circumstance and may condition any such waiver upon receipt of assurances satisfactory to the Company, from the Executive and/or others, that the Executive's proposed activity will not adversely affect the Company's goodwill, proprietary rights private equity funds or other important business interestspooled investment vehicles so long as he is not actively involved with them.

Non-Compete. The Executive acknowledges So long as this Master Agreement shall remain in effect, Manager agrees that he/she has gained neither Manager nor its affiliates will compete with Client by (a) performing, offering to perform or will gain extensive soliciting timberland portfolio investment services for Plans and valuable experience Endowments investing in timberlands within the Continental United States or Canada; (b) soliciting or attempting to raise timberland investment capital from Plans and knowledge Endowments for timberland investments within the Continental United States or Canada; or (c) managing timberland properties in the business conducted by the Company Continental United States or Canada owned or managed for Plans and has had or will have extensive contacts with the customersEndowments. In addition, suppliers, investors, and/or consultants of the Company. The Executive recognizes that it is critical recognizing Client’s need to the ongoing success of the Company that it preserve its goodwill and protect its proprietary rights and its other important legitimate business interests. Accordingly, and as a further inducement to Client to continue to enter into this Master Agreement, Manager hereby covenants and agrees with Client that during the Executive agrees that he/she term of this Master Agreement, Manager will not, while employed by the Company during the Term hereof and for a period of one year thereafter (or, in the event of the Company's termination of the Executive without cause or if the Executive's employment is terminated by him/her for Good Reason (as defined herein) or by the Company within six months before or within twenty-four (24) months after a Change of Control (as defined herein), for such longer period during which the Executive is receiving compensation pursuant to the provisions of Section 8 hereof), directly or indirectly, engage in for itself or any other person, business or entity: (whether as an officer, employee, consultant, director, proprietor, agent, partner or otherwisex) or have an any ownership interest inin any Competing Business (other than passive ownership of publicly–traded securities constituting less than a 1% interest), or participate provided that Manager’s continuing ownership of any ownership interest in the financingan entity that was not a Competing Business when such investment was made, operation, management or control of, any person, firm, corporation or business engaged in competition with the Company, any but subsequently becomes a Competing Business as a result of its affiliates, its parent or subsidiaries in the business of manufacture or a sale of printed circuit boardsan interest therein to a Plan or Endowment by a person or entity not controlled by Manager, backpanels, backplanes and/or box build assembly products, or in the development of technology for such businesses; provided, however, that these restrictions shall only apply to the Executive's activities post-termination of employment with persons, firms, corporations or businesses with annual gross revenues in a competing business, as defined herein, (in the aggregate with its affiliated entities) in excess of one hundred million United States dollars. It is agreed that ownership of no more than 4.9% of the outstanding voting stock of a publicly traded corporation shall not constitute a violation breach of this provision. In recognition clause (x) as long as Manager neither manages or operates such entity, nor owns more than 5% of the fact entity from and after the date that it becomes a Competing Business, unless otherwise agreed in writing by Client; or (y) attempt to employ or recruit, or assist any other person or entity in employing or recruiting, for or on behalf of any Competing Business, any employee who is employed by Client. Manager represents and warrants that neither it nor any of its affiliates presently conducts any of the Company's business is globalactivities described in clauses (a), (b), (c) or (x) of this Section 5.02, except insofar as the territory units of interest in Xxxx Resources, A Delaware Limited Partnership (“Xxxx”) are publicly traded Xxxx and Manager or its other affiliates may be deemed to provide timberland portfolio investment services for, or to manage timberlands beneficially owned by, Plans or Endowments that purchase such units. Notwithstanding the foregoing, Manager covenants and agrees that, so long as this Master Agreement shall remain in effect, neither Manager nor any of its affiliates will issue any new interests that are publicly traded in the United States which constitute an interest in any entity that owns or manages timberlands located in the restrictions contained Continental United States or Canada; except for the issuance of new interests in conjunction with any option, incentive or compensation programs of Manager or its affiliates for the benefit of its officers, directors, employees, or agents. Nothing in this Section 5(a) shall apply 5.02 shall be worldwidedeemed to apply to the issued units of Xxxx existing as of the effective date of this Master Agreement. For purposes of this Section 5.02, “affiliate” shall mean any person or entity (whether now existing or hereafter created) that is controlled by, in control of, or under common control with Manager, and shall in any event include Xxxx. Notwithstanding any other provision of this Section 5.02, it is understood and agreed that nothing herein shall prohibit Manager or its affiliates from advertising, soliciting, marketing for sale, or selling or conveying any timberland or other property now or hereafter owned by Manager or its affiliates to a Plan or Endowment, provided that neither Manager nor its affiliates shall provide management services for any timberland conveyed to such Plan or Endowment after closing. In conjunction with any such sale, an affiliate of Manager may create or cause to be created a publicly traded vehicle to facilitate the sale. The Company provisions of this Section 5.02 shall survive termination of this Master Agreement for a period of (i) twenty–four calendar months with respect to each Plan and Endowment that is invested in an Ultimate Client Portfolio managed by Client and (ii) twelve calendar months with respect to any other Plan or Endowment. Manager and Client hereby expressly agree that damages may waive the foregoing restrictions or their application in any particular circumstance not compensate Client adequately for a breach of this Section 5.02, and may condition any such waiver upon receipt of assurances satisfactory acknowledge that absent this Section 5.02 Client would not have entered into this Master Agreement. Therefore, to the Companymaximum extent permitted by law, from upon establishment of a breach of this Section 5.02, the Executive and/or othersparties hereby specifically agree that Client shall be entitled to specific performance of the provisions of this Section 5.02, and in the event that Client brings any action for specific performance of this Section 5.02 Manager waives any objection or right to object to the Executive's proposed activity will suitability or availability of specific performance as a remedy for breach of this Section 5.02, including without limitation any objection based on the adequacy of damages or the irreparable nature of the injury claimed by Client. The foregoing, however, shall not adversely affect be deemed to constitute a waiver by Manager of its right to participate in the Company's goodwilllitigation, proprietary rights to dispute whether a breach of this Section 5.02 occurred or other important business interestswhether the scope of the equitable relief requested by Client is appropriate and consistent with the strict enforcement of the provisions of this Section 5.02.