Common use of Non-Competition Covenant Clause in Contracts

Non-Competition Covenant. Employee acknowledges that the covenants set forth in this Section 4.3 are reasonable in scope and essential to the preservation of the Business of the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment and for a period of one (1) year after the end of his or her employment, directly or indirectly, engage in or become directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than the Company (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee or otherwise) that competes with the Company in the Business of the Company in the Restricted Territory (as defined herein), other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding stock of such corporation. For purposes of this Agreement, (i) the term "Business of the Company" shall include all business activities and ventures related to providing telecommunications services or products in which the Company is engaged, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employee; and (ii) the term "Restricted Territory" means the geographical area consisting of a seventy mile radius surrounding each city (and including such city) in which the Company maintains either an office or a telecommunications facility.

Non-Competition Covenant. Employee acknowledges Grantee agrees that during the covenants set forth in this Section 4.3 are reasonable in scope and essential to the preservation period of the Business of Grantee’s employment with the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result any of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment Subsidiaries and for a period of one twelve (112) year months after the end effective date of termination of employment (the “Restricted Period”), without the prior written consent of the Company’s CEO (or if Grantee is the CEO, without the prior written consent of the Committee), Grantee shall not, except in furtherance of his or her employmentemployment duties, directly or indirectly, engage in or become directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than the Company (whether as a sole proprietor, owner, partner, trusteeprincipal, beneficiary, stockholder, membermanager, officer, director, employee, independent contractor, agent, servant, consultant, lessorexecutive or management employee, lessee or otherwise) that competes , engage in, assist or enable any other person to engage in, or directly or indirectly own more than 1% of any class or series of equity securities in, any business activity competitive (directly or indirectly) with the Company Business (as defined below) (a “Competing Entity”) anywhere in the world (the “Territory”), it being understood and agreed that the Company or any of its Subsidiaries or affiliates conducts and will conduct the Business throughout the Territory and that the Business effectively may be engaged in from any location throughout the Territory. As used in this Agreement, the term “Business” means the business of the Company in the Restricted Territory (as defined herein)and its Subsidiaries or affiliates, other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding stock of such corporation. For purposes of this Agreement, including (i) the term "Business purchase, collection, and/or management of the Company" shall include all business activities and ventures related to providing telecommunications services or products in which the Company is engagedportfolios of defaulted consumer receivables, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employee; and (ii) claims filing, administration, or related services pertaining to securities or antitrust class action or similar litigation, (iii) the term "Restricted Territory" means acquisition of claims or accounts related to securities or antitrust class action or similar litigation, (iv) the geographical area consisting administration, management, auditing or collection of state, federal or municipal taxes or other government accounts receivable, or (v) skip tracing or collateral, property and/or asset location. Notwithstanding the foregoing, an entity will not be deemed to be a seventy mile radius surrounding each city Competing Entity, and Grantee and other persons assisted by Grantee will not be deemed to be engaged in the Business in violation of the terms of this Section 7(b) if (A) Grantee is employed by an entity that is meaningfully engaged in one or more enterprises whose principal business is other than the Business (the “Non-Competing Businesses”), (B) such entity’s relationship with Grantee relates solely to the Non-Competing Businesses, and including such city(C) in which if requested by the Company maintains either an office or a telecommunications facilityany of its Subsidiaries or affiliates, such entity and Grantee provide the Company or any of its Subsidiaries or affiliates with reasonable assurances that Grantee will have no direct or indirect involvement in the Business on behalf of such entity.

Non-Competition Covenant. Employee acknowledges represents that the covenants set forth in this Section 4.3 are reasonable in scope and essential Employee is subject to the preservation of the Business of the Company (as defined herein)no obligation to any third party that would restrict or interfere with Employee's ability to perform hereunder. Employee also acknowledges agrees that from the enforcement of date hereof and for the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her one year period following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from Term of Employment ("Covenant Trigger"), whether by action of the competition of an unrelated third party with similar skills. Company, Employee, or by mutual agreement, voluntary or involuntary, Employee hereby agrees that he or she shall will not, during his or her employment and for a period of one (1) year after the end of his or her employment, directly or indirectly, (i) own, manage, operate, join, control, or participate in the ownership, management, operation or control of, or be employed by, or otherwise engage in or become interested in or be connected in any manner with any business located in the United States of America which offers goods or services of the type offered by the Company ("Competing Business"), (ii) solicit, on behalf of Employee or any business in the same or similar business as that engaged in by the Company ("Competing Business"), any person or entity that has been a customer of the Company, either directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than the Company (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee through a broker or otherwise) that competes with the Company in the Business of the Company in the Restricted Territory (as defined herein), other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding stock of such corporation. For purposes of this Agreement, (i) the term "Business of the Company" shall include all business activities and ventures related to providing telecommunications services or products in which the Company is engaged, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment two year period preceding the Covenant Trigger ("Company Customer"), to purchase or otherwise acquire or use any products or services of the same or similar nature as products or services offered by the Company, (iii) solicit any person who, at any time within the two year period preceding the Covenant Trigger, has been an employee of the Company ("Company Employee; "), except a Company Employee who was terminated by the Company, to become an employee of Employee or any Competing Business. Employee shall not be deemed to be so competing solely by reason of purchasing stock of companies listed on the New York Stock Exchange, the American Stock Exchange, or quoted on the National Association of Securities Dealers Automatic Quotation System (NASDAQ), provided that Employee's direct and (ii) beneficial ownership of any class of securities in any of such entities is less than 5% of the aggregate number of outstanding units, interests or shares of such class of securities. The term "Restricted Territorysolicit" means as used herein shall refer, in addition to its common usages, to communications or transactions whether initiated by Employee or a third party. All parties acknowledge that the geographical area consisting restrictions and restraints contained in this covenant are reasonable. Should any court of competent jurisdiction determine that, consistent with the established precedent of the forum jurisdiction, the public policy of such jurisdiction requires a more limited restriction, duration, nature of restricted activity, or any combination thereof, it would be in furtherance of the intentions of the parties hereto for the court to so interpret and construe the terms of this Section 6 to apply only to the extent of such limited restriction. In the event of a seventy mile radius surrounding each city (breach of this covenant the running of the non-competition period herein provided shall be tolled for the duration of such breach. In the event of any breach or attempted or threatened breach of this covenant any aggrieved party shall have the right in addition to all other rights and including remedies at law and in equity, to obtain an injunction prohibiting such city) in which breach or attempted or threatened breach and commanding compliance with this covenant merely by proving the Company maintains either an office existence of such breach or a telecommunications facilitythreatened or attempted breach, and without the necessity of proving irreparable harm or inadequacy of legal remedies.

Non-Competition Covenant. Employee acknowledges that the covenants set forth in this Section 4.3 are reasonable in scope and essential if he/she were to the preservation of the Business of the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment and for a period of one (1) year after the end of his or her employment, directly or indirectly, engage in or become directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than the Company (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee or otherwise) that competes compete with the Company in the Business of Trulieve, Employee could cause serious harm to the Company. Employee further acknowledges that during his/her employment, Employee will be provided access to Trade Secrets and to other valuable Confidential Information that may not qualify as Trade Secrets. In addition, Employee acknowledges that, during the course of employment, he/she will build and maintain substantial relationships with specific existing and prospective customers or clients and will be responsible to maintain and build customer or client goodwill associated with the Business of Trulieve throughout the United States and other countries in which Trulieve operates. Further, Employee acknowledges that he/she will derive significant value from the Company in and from the Restricted Territory (as defined herein), other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) Confidential Information and Trade Secrets of the outstanding stock of such corporation. For purposes of this AgreementCompany provided during employment with the Company, (i) which will enable Employee to optimize the term "Business performance of the Company" shall include all business activities ’s performance and ventures related to providing telecommunications services or products in which Employee’s own personal, professional, and financial performance. Therefore, during Employee’s employment with the Company is engaged, plans to engage in and for a period of two (2) years following the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment cessation of the Employee; and (ii) ’s employment with the term "Company for any reason, the Employee agrees that he/she shall not, directly or indirectly, provides services as an executive, manager, consultant adviser, or in any other role similar to the role Employee held with Trulieve, to any business entity engaged in the Business of Trulieve within the Restricted Territory" means . Employee agrees that the geographical area consisting restrictions in this Section are reasonable in scope and do not constitute a restraint of a seventy mile radius surrounding each city (and including such city) trade with respect to Employee’s ability to obtain alternative employment in which the event Employee’s employment with the Company maintains either an office or a telecommunications facilityends for any reason.

Non-Competition Covenant. Employee acknowledges represents that the covenants set forth in this Section 4.3 are reasonable in scope and essential Employee is subject to the preservation of the Business of the Company (as defined herein)no obligation to any third party that would restrict or interfere with Employee's ability to perform hereunder. Employee also acknowledges agrees that from the enforcement of date hereof and for the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her one year period following the termination or expiration of his or her employment would impair the operation of the Term of Employment ("Covenant Trigger"), whether by action of the Company, Employee, or by mutual agreement, voluntary or involuntary, other than by violation of this agreement by the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall will not, during his or her employment and for a period of one (1) year after the end of his or her employment, directly or indirectly, (i) own, manage, operate, join, control, or participate in the ownership, management, operation or control of, or be employed by, or otherwise engage in or become interested in or be connected in any manner with any business located in the United States of America which offers goods or services of the type offered by the Company ("Competing Business"), (ii) solicit, on behalf of Employee or any business in the same or similar business as that engaged in by the Company ("Competing Business"), any person or entity that has been a customer of the Company, either directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than the Company (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee through a broker or otherwise) that competes with the Company in the Business of the Company in the Restricted Territory (as defined herein), other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding stock of such corporation. For purposes of this Agreement, (i) the term "Business of the Company" shall include all business activities and ventures related to providing telecommunications services or products in which the Company is engaged, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment two year period preceding the Covenant Trigger ("Company Customer"), to purchase or otherwise acquire or use any products or services of the same or similar nature as products or services offered by the Company, (iii) solicit any person who, at any time within the two year period preceding the Covenant Trigger, has been an employee of the Company ("Company Employee; "), except a Company Employee who was terminated by the Company, to become an employee of Employee or any Competing Business. Employee shall not be deemed to be so competing solely by reason of purchasing stock of companies listed on the New York Stock Exchange, the American Stock Exchange, or quoted on the National Association of Securities Dealers Automatic Quotation System (NASDAQ), provided that Employee's direct and (ii) beneficial ownership of any class of securities in any of such entities is less than 5% of the aggregate number of outstanding units, interests or shares of such class of securities. The term "Restricted Territorysolicit" means as used herein shall refer, in addition to its common usages, to communications or transactions with intent to violate this paragraph whether initiated by Employee or a third party. All parties acknowledge that the geographical area consisting restrictions and restraints contained in this covenant are reasonable. Should any court of competent jurisdiction determine that, consistent with the established precedent of the forum jurisdiction, the public policy of such jurisdiction requires a more limited restriction, duration, nature of restricted activity, or any combination thereof, it would be in furtherance of the intentions of the parties hereto for the court to so interpret and construe the terms of this Section 6 to apply only to the extent of such limited restriction. In the event of a seventy mile radius surrounding each city (breach of this covenant the running of the non-competition period herein provided shall be tolled for the duration of such breach. In the event of any breach or attempted or threatened breach of this covenant any aggrieved party shall have the right in addition to all other rights and including remedies at law and in equity, to obtain an injunction prohibiting such city) in which breach or attempted or threatened breach and commanding compliance with this covenant merely by proving the Company maintains either an office existence of such breach or a telecommunications facilitythreatened or attempted breach, and without the necessity of proving irreparable harm or inadequacy of legal remedies.

Non-Competition Covenant. The Employee acknowledges and agrees that (a) in the covenants set forth in this Section 4.3 are reasonable in scope and essential to the preservation course of the Business Employee’s Service the Employee shall become familiar with the Trade Secrets of the Company and its Subsidiaries and with other Proprietary Information concerning the Company or its Subsidiaries, (b) the Employee’s services to the Company or its Subsidiaries are unique in nature and of an extraordinary value to the Company and its Subsidiaries, and (c) the Company and its Subsidiaries could be irreparably damaged if the Employee were to provide similar services to any person or entity competing with the Company or its Subsidiaries or engaged in a similar business, in a capacity of employee, member, partner, shareholder, officer or director. In consideration for and as defined herein). an inducement to the Company to enter into this Agreement, the Employee also acknowledges covenants and agrees that during the enforcement period beginning on the date hereof and ending on the date that is one year from the date of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to termination of the extent as to provide a standard of living Employee’s Service for himself or herselfany reason whatsoever (the “Restricted Period”), the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment and for a period of one (1) year after the end of his or her employment, directly or indirectly, engage in either for himself or become directly for or indirectly interested through any other person, participate in any proprietorshipbusiness or enterprise anywhere in the United States that involves the ownership, partnershipmanagement, firm, trust, company, limited liability company operation or control of any investment fund or other investment vehicle that is (at the time of the Employee’s termination of Service) or becomes during the term of the Restricted Period engaged in a business with a strategy substantially similar to that of the Company or its Subsidiaries (each a “Competing Business”). Without limiting the generality of the foregoing, the Employee agrees that, during the Restricted Period, the Employee shall not compete against the Company or its Subsidiaries by soliciting any customer or prospective customer of the Company or its Subsidiaries with whom the Company or its Subsidiaries had any business dealings or contracts. The Employee agrees that this covenant is reasonable with respect to its duration, geographical area and scope. For purposes of this Agreement, the term “participate in” means (i) having any direct or indirect interest in any entity, other than the Company whether as a sole proprietor, owner, member, shareholder, partner, joint venture, creditor or otherwise, or (ii) rendering any direct or indirect service or assistance to any person or entity (whether as owner, partner, trustee, beneficiary, stockholder, membera director, officer, directormanager, supervisor, employee, independent contractor, agent, servant, consultant, lessor, lessee consultant or otherwise) in a capacity where there is a reasonable possibility that competes Employee may, intentionally or inadvertently, use or rely upon Confidential Information and/or in a capacity that is similar to the capacity Employee was in, where Employee provides services that are similar to the services Employee provided, or with responsibilities that are similar to the responsibilities Employee had, in each case, when Employee was employed by the Company or any of its Subsidiaries; provided, however, that the Employee shall violate this Section 3 if at any time during the term of Employee’s Service, Employee becomes employed in any capacity by, or becomes associated in any way with, a Competing Business. Notwithstanding the Business foregoing, the mere ownership by Employee of the Company in the Restricted Territory (as defined herein), other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five up to two percent (52%) of the outstanding stock of such corporation. For purposes of any class that is publicly traded, standing alone, shall not violate this Agreement, (i) the term "Business of the Company" shall include all business activities and ventures related to providing telecommunications services or products in which the Company is engaged, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employee; and (ii) the term "Restricted Territory" means the geographical area consisting of a seventy mile radius surrounding each city (and including such city) in which the Company maintains either an office or a telecommunications facilityprovision.

Non-Competition Covenant. Employee acknowledges that the covenants set forth in this Section 4.3 are reasonable in scope and essential to the preservation of the Business of the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she a) The Executive shall not, during his or her employment and for a period of one (1) year after by the end of his or her employmentCorporation, engage, directly or indirectly, engage in or become directly or indirectly interested in any proprietorshipbusiness competitive with the business of the Corporation without the consent of the Board of Directors. (b) For a period of two years after the termination of the Executive's employment hereunder (the "Non-Competition Period"), partnership, firm, trust, company, limited liability company or other entityfor any reason whatsoever, other than a termination by the Company Corporation without good cause, or by Executive for good reason (whether as hereinafter defined) the Executive shall not (i) engage, directly or indirectly, as an officer, director, shareholder, owner, partner, trusteejoint venturer or in a managerial capacity, beneficiary, stockholder, member, officer, director, whether as an employee, independent contractor, agentconsultant or advisor, servantor as a sales representative in any business of selling, consultantrenting and leasing, lessorboating, lessee nautical and other lifestyle entertainment products and services, and related activities throughout the United States (the "Territory"), without the permission of the Board of Directors, which permission shall not be unreasonably withheld or otherwisedelayed or (ii) that competes induce or actively attempt to influence any other employee or consultant of the Corporation to terminate his or her employment or consultancy with the Company Corporation. Nothing herein contained shall be deemed to prevent ownership by Executive and his associates (as said term is defined in regulation 14(A) promulgated under the Business Securities Exchange Act of 1934 as in effect on the date hereof), collectively, of not more than 5% of the Company in the Restricted Territory (as defined herein), other than owning an interest in outstanding capital stock of a company corporation listed on a recognized stock exchange in an amount which does not exceed five percent national securities exchange. (5%c) of the outstanding stock of such corporation. For purposes of this Agreement, (i) The parties to this Agreement consider the term "Business restrictions contained herein reasonable as to the duration of the Company" shall include all business activities Non-Competition Period and ventures related to providing telecommunications services or products in which the Company is engaged, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment extent of the Employee; Territory. However, if the duration of the Non-Competition Period or the extent of the Territory herein specified should be judged unreasonable by any Court or arbitration proceeding, the validity and (ii) effect of the term "Restricted Territory" means remaining provisions of this Agreement shall not be affected thereby and, the geographical duration of the Non-Competition Period shall be reduced by such number of months and/or the area consisting of a seventy mile radius surrounding each city (the Territory shall be reduced such that, the Territory and including such city) in which the Company maintains either an office or a telecommunications facilityNon-Competition Period shall be deemed reasonable so that the foregoing covenant not to compete may be enforced .

Non-Competition Covenant. Employee acknowledges that the covenants set forth in this Section 4.3 are reasonable in scope and essential to the preservation of the Business of the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living As partial consideration for himself or herselfVersant Germany’s agreements hereunder, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment and for a period of one (1) year after the end date of (i) a voluntary termination by Managing Director of his employment with Versant Germany, (ii) a termination of Managing Director’s employment with Versant Germany without Cause, (iii) a termination of Managing Directors’ employment with Versant Germany for Cause or her employment(iv) any other termination of Managing Director’s employment with Versant Germany (such one (1) year period being hereinafter referred to as the “Non-Competition Period”), Managing Director shall not, directly or indirectly, engage in any Competitive Activities (as defined below) with, or for the direct or indirect benefit of, any of the object-oriented database companies or businesses listed in Part A of Annex 2 attached hereto (“Part A Competitors”) or any of their affiliates or successors-in-interest; provided further, that in addition to the foregoing covenant, Managing Director also agrees that, for so long during the Non-Competition Period as Versant Germany continues (at its sole option and discretion) to pay Managing Director a monthly payment (in addition to any Severance Payment that may become payable to Managing Director hereunder) equal to fifty percent (50%) of Managing Director’s monthly base salary in effect on the date of termination of his employment, Managing Director shall not, directly or indirectly interested indirectly, engage in any proprietorshipCompetitive Activities (as defined below) with, partnershipor for the direct or indirect benefit of, firmany of the companies or businesses listed in Part B of Annex 2 attached hereto (“Part B Competitors”) or any of their affiliates or successors-in-interest (it being acknowledged that nothing herein obligates Versant Germany to make any payment described in this proviso). As used herein, trustthe term “Competitive Activities” shall mean (i) providing services, company, limited liability company or other entity, other than the Company (whether as owner, partner, trustee, beneficiary, stockholder, memberan employee, officer, director, employee, independent contractor, agent, servantfreelancer, consultant, lessoradvisor to, lessee or otherwise) that competes with the Company in the Business other service provider, whether such services are rendered for any compensation or are provided free of the Company in the Restricted Territory (as defined herein)charge, other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding stock of such corporation. For purposes of this Agreement, (i) the term "Business of the Company" shall include all business activities and ventures related to providing telecommunications services or products in which the Company is engaged, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employee; and (ii) or investing or lending money to a third party. If the term "Restricted Territory" means the geographical area consisting Managing Director breaches this obligation not to compete, then Versant Germany shall be immediately released of all further obligation to pay Managing Director any unpaid Severance Payment that would otherwise be payable to Managing Director and, in addition, can claim a contractual fine for each case of a seventy mile radius surrounding breach in the amount of one (1) month of Managing Director’s last Base Salary, in addition to seeking an injunction against such breach by the Managing Director. In case of a permanent breach this fine is due again for each city (commenced month of a breach. Any further claims, including claims for cease-and-desist and including such cityfor damages, shall not be affected hereby. If any of the provisions of this §5B(6) is held to be invalid, the remaining provisions shall remain valid and shall be construed in a manner in which such provisions are enforceable to the Company maintains either an office or a telecommunications facilitymaximum extent permitted by applicable law.

Non-Competition Covenant. Employee acknowledges Grantee agrees that during the covenants set forth in this Section 4.3 are reasonable in scope and essential to the preservation period of the Business of Grantee’s employment with the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result any of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment Subsidiaries and for a period of one twelve (112) year months after the end effective date of termination of employment (the “Restricted Period”), without the prior written consent of the Company’s CEO (or if Grantee is the CEO, without the prior written consent of the Committee), Grantee shall not, except in furtherance of his or her employmentemployment duties, directly or indirectly, engage in or become directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than the Company (whether as a sole proprietor, owner, partner, trusteeprincipal, beneficiary, stockholder, membermanager, officer, director, employee, independent contractor, agent, servant, consultant, lessorexecutive or management employee, lessee or otherwise), engage in, assist or enable any other person to engage in, or directly or indirectly own more than 1% of any class or series of equity securities in, any business activity competitive (directly or indirectly) that competes with the Company Business (as defined below) (a “Competing Entity”) anywhere in the world (the “Territory”), it being understood and agreed that the Company or any of its Subsidiaries or affiliates conducts and will conduct the Business throughout the Territory and that the Business effectively may be engaged in from any location throughout the Territory. As used in this Agreement, the term “Business” means the business of the Company in the Restricted Territory (as defined herein)and its Subsidiaries or affiliates, other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding stock of such corporation. For purposes of this Agreement, including (i) the term "Business purchase, collection, and/or management of the Company" shall include all business activities and ventures related to providing telecommunications services or products in which the Company is engagedportfolios of defaulted consumer receivables, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employee; and (ii) claims filing, administration, or related services pertaining to securities or antitrust class action or similar litigation, (iii) the term "Restricted Territory" means acquisition of claims or accounts related to securities or antitrust class action or similar litigation, or (iv) the geographical area consisting administration, management, auditing or collection of state, federal or municipal taxes or other government accounts receivable. Notwithstanding the foregoing, an entity will not be deemed to be a seventy mile radius surrounding each city Competing Entity, and Grantee and other persons assisted by Grantee will not be deemed to be engaged in the Business in violation of the terms of this Section 10(b) if (A) Grantee is employed by an entity that is meaningfully engaged in one or more enterprises whose principal business is other than the Business (the “Non-Competing Businesses”), (B) such entity’s relationship with Grantee relates solely to the Non-Competing Businesses, and including such city(C) in which if requested by the Company maintains either an office or a telecommunications facilityany of its Subsidiaries or affiliates, such entity and Grantee provide the Company or any of its Subsidiaries or affiliates with reasonable assurances that Grantee will have no direct or indirect involvement in the Business on behalf of such entity.

Non-Competition Covenant. Employee acknowledges that the covenants set forth in this Section 4.3 are reasonable in scope and essential to the preservation of the Business of the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herselfhimself, the members of his or her family and the others dependent upon Employee him of at least the level to which Employee he and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment and for a period of one (1) year after the end of his or her employment, directly or indirectly, engage in or become directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than the Company (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee or otherwise) that competes with the Company in the Business of the Company in the Restricted Territory (as defined herein), other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding stock of such corporation. For purposes of this Agreement, (i) the term "Business of the CompanyBUSINESS OF THE COMPANY" shall include all business activities and ventures related to providing high speed bandwidth telecommunications services or products in which the Company is engaged, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employee; and (ii) the term "Restricted TerritoryRESTRICTED TERRITORY" means the geographical area consisting of a seventy mile radius surrounding each city (and including such city) in which the Company maintains either an office or a telecommunications facilityCook Xxxnty, Illinois.

Non-Competition Covenant. Employee acknowledges that the covenants set forth in this Section 4.3 are reasonable in scope and essential to the preservation of the Business of During his employment with the Company (as defined herein). Employee also acknowledges that and, if Executive is entitled to receive the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herselfRetention Benefits, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment and for a period of one thirty-six (136) year after months following the end Separation Date (for purposes of his or her employmentthis Paragraph, directly or indirectlythe “Noncompete Period”), engage in or become directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company or other entityExecutive will not, other than in connection with employment for the Company or as otherwise approved by the Company, engage in, manage or consult with, any business which is primarily involved in the office products distribution and/or office products retail business (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee or otherwisethe “Business”) that competes with in any geographic area in which the Company then does business; provided, however, that Executive may personally own not more than 5% of the outstanding securities of any class of stock of a corporation engaged in the Business whose shares are listed on an exchange or the Nasdaq Stock Market. If a court determines that the foregoing restrictions are too broad or otherwise unreasonable under applicable law, including with respect to time or space, such court is hereby requested and authorized by the parties hereto to revise the foregoing restrictions to include the maximum restrictions allowed under the applicable law. If such court refuses or declines to revise the restrictions as contemplated by the preceding sentence, the parties hereto will negotiate in good faith to modify this Agreement so as to effect the original intent of the Company in the Restricted Territory (parties as defined herein), other than owning an interest in a company listed on a recognized stock exchange closely as possible in an amount which does not exceed five percent (5%) of the outstanding stock of such corporationacceptable manner. For purposes of this AgreementParagraph 14, the “Company” refers to the Company and any incorporated or unincorporated affiliates of the Company which it controls. If Executive becomes entitled to receive the Retention Benefits and thereafter (i) the term "Business Company gives Executive specific written notice of Executive’s activities that it reasonably and in good faith believes materially violate the Company" shall include all business provisions of this Paragraph; (ii) Executive fails to stop such activities within thirty (30) days of receiving such notice; and ventures related to providing telecommunications services or products in which the Company (iii) there is engaged, plans to engage in the next twelve a final determination by a court that conditions (12i) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employee; and (ii) of this sentence have been met and Executive has materially violated the term "Restricted Territory" means the geographical area consisting provisions of a seventy mile radius surrounding each city (and including such city) in which this Paragraph, Executive shall return to the Company maintains either an office or a telecommunications facilityportion of the amount received by Executive pursuant to Paragraph 4(c), such amount being equal to the product of (1) $7,260,000 and (2) a fraction, the numerator of which is the number of full months remaining in the Noncompete Period upon such material violation and the denominator of which is 36.

Non-Competition Covenant. Employee acknowledges that the covenants set forth in this Section 4.3 are reasonable in scope and essential to the preservation of the Business of the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herselfhimself, the members of his or her family and the others dependent upon Employee him of at least the level to which Employee he and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment and for a period of one (1) year after the end of his or her employment, directly or indirectly, engage in or become directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than the Company (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee or otherwise) that competes with the Company in the Business of the Company in the Restricted Territory (as defined herein), other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding stock of such corporation. For purposes of this Agreement, (i) the term "Business of the CompanyBUSINESS OF THE COMPANY" shall include all business activities and ventures related to providing high speed bandwidth telecommunications services or products in which the Company is engaged, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employee; and (ii) the term "Restricted TerritoryRESTRICTED TERRITORY" means the geographical area consisting of a seventy mile radius surrounding each city (and including such city) in which the Company maintains either an office or a telecommunications facilityState of Illinois.

Non-Competition Covenant. Employee acknowledges The Stockholders recognize that the their covenants set forth contained in this Section 4.3 Article 15.1 are reasonable in scope an essential part of this Agreement and essential to that, but for the preservation agreement of the Business Stockholders to comply with such covenants, Vision Twenty-One would not have entered into this Agreement. The Stockholders acknowledge and agree that their covenants not to compete are necessary to ensure the continuation of the Company (as defined herein). Employee also acknowledges that the enforcement optical and optometric business of the covenant set forth Company, and that irreparable and irrevocable harm and damage will be done to Vision Twenty-One if the Stockholders compete with Vision Twenty-One after the Closing Date. Accordingly, and as part of the consideration hereof, except for the Stockholder's ownership interest in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of Vision Insurance Plan of America and except for the Company beyond that which would arise from employment agreement between Robexx X. Xxxxxxxx xxx Vision Twenty-One, none of the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she Stockholders shall not, during his or her employment and for a period of one five (15) year after years from the end of his or her employment, Closing Date directly or indirectly, engage in or become directly or indirectly interested in any proprietorshipeither as principal, partnership, firm, trust, company, limited liability company or other entity, other than the Company (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employeeagent, independent contractor, agent, servant, consultant, lessordirector, lessee officer, employee, employer, advisor, stockholder, partner, or otherwisein any other individual or representative capacity whatsoever: (a) that competes with engage in any medical or optometric practice management business within the Company State of Wisconsin; (b) engage in the Business conduct of a retail optical business within the State of Wisconsin; (c) engage in the conduct of an optometry business within twenty (20) miles of any office location of the Company existing on the Closing Date; (d) solicit the employees of Vision Twenty-One to become employed by any Stockholder or otherwise terminate their employment relationship with Vision Twenty-One; (e) render advice or assistance, or have any interest in, or provide any services to any competitor of the Company or, in the Restricted Territory (as defined herein)case of Robexx X. Xxxxxxxx, other Xxsion Twenty-One; provided, however, that ownership of no more than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding stock of such corporation. For purposes of this Agreement, (i) the term "Business of the Company" shall include all business activities and ventures related to providing telecommunications services or products in which the Company is engaged, plans to engage in the next twelve (12) months following termination of Employee's employment or has a publicly traded corporation engaged in during the prior twelve a competitive business shall not be deemed to be engaging in a competing business; or (12) months, as determined at any time during the employment of the Employee; and (ii) the term "Restricted Territory" means the geographical area consisting of a seventy mile radius surrounding each city (and including such city) in which the Company maintains either an office or a telecommunications facility.f)

Non-Competition Covenant. Employee acknowledges that As a necessary condition of this Agreement, Moorxxxxx xxxresents and acknowledges, and agrees to the covenants restrictions, set forth in this Section 4.3 are paragraph. Moorxxxxx xxxnowledges that the covenant set forth in this paragraph is reasonable in scope and essential to the preservation of the Business goodwill and other business interests of the Company (as defined herein)and its Business, and that Moorxxxxx'x xxxlingness to agree to the restrictions set forth in this paragraph were a material inducement to the Company's willingness to enter into the Letter Agreement. Employee also Moorxxxxx xxxo acknowledges that the enforcement of the covenant set forth in this Section 4.3 paragraph will not preclude Employee from Moorxxxxx xxxm being gainfully employed in such manner and to the such extent as to provide a standard of living for himself or herselfhimself, the members of his or her family and the others dependent upon Employee him, of at least the level fashion to which Employee he and they have become accustomed and may expect. In addition, Employee acknowledges Moorxxxxx xxxnowledges that the Company has and EMCO have obtained an advantage over its their competitors as a result of its nametheir names, location locations and reputation reputations that is characterized characterized, among other things, by near permanent personal relationships with vendors, customers, principals and other customer contacts which it has EMCO and the Company have developed over time and at great expenseexpense to EMCO and the Company. Furthermore, Employee acknowledges Moorxxxxx xxxnowledges that competition by him or her following the termination or expiration of his or her employment would Moorxxxxx xxxld impair the operation of the Company and EMCO beyond that which would arise from the competition of an unrelated third party with similar skills, and that the Company has chosen to enter into the Letter Agreement in large part based upon Moorxxxxx'x xxxeement not to compete with the Business in any state in which the Company, EMCO, their subsidiaries or affiliates or any other entities that the Company has announced its intention to acquire own a scrap iron and/or metal yard or processing facility on the date of this Agreement (the "RESTRICTED TERRITORY"). Employee Moorxxxxx xxxeby acknowledges that the Company shall give valuable consideration, the receipt and sufficiency of which is hereby acknowledged, to conduct the Business free of competition, direct or indirect, from Moorxxxxx. Xxorxxxxx xxxeby agrees that he or she shall not, during his or her employment and for a period of one (1) year after the end of his or her employment, directly or indirectly, engage in alone or become directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than the Company (whether as owner, a partner, trustee, beneficiary, stockholderjoint venturer, member, manager, officer, director, employee, consultant, agent, independent contractor, agentstockholder or in any other capacity of any company or business, servantfor a period of five (5) years from and after the date of this Agreement, consultant, lessor, lessee or otherwise) that competes with the Company engage in the Business of the Company any business activity in the Restricted Territory (as defined herein)which business activity is directly or indirectly in competition with the Business; provided however, other that the beneficial ownership of less than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding shares of stock of such corporation. For purposes any corporation having a class of equity securities actively traded on a national securities exchange or over the counter market shall not be deemed, in and of itself, to violate the prohibitions of this Agreement, (i) the term "Business of the Company" shall include all business activities and ventures related to providing telecommunications services or products in which the Company is engaged, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employee; and (ii) the term "Restricted Territory" means the geographical area consisting of a seventy mile radius surrounding each city (and including such city) in which the Company maintains either an office or a telecommunications facilitySection.

Non-Competition Covenant. Employee acknowledges that the covenants set forth in this Section 4.3 are reasonable in scope and essential to the preservation of the Business of the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment and for For a period of one five (15) year years after the end Closing Time (the "Restricted Period"), each of his or her employmentBalxxxx Xxchnology, Balxxxx Xxkel, Balxxxx Xxxx xxd Balxxxx Xxia and their respective Affiliates shall not engage in, directly or indirectly, engage in whether by itself or become as or through any shareholder, partner, joint venturer, agent, salesman, consultant, officer and/or director of any Person or otherwise, any or all of the following activities: (i) compete directly or indirectly interested with the business of the Roll Handling Business, except any business acquired by any of them in which the portion of business activity which is directly or indirectly competitive with the business of the Roll Handling Business comprises no greater than ten percent (10%) of such business' revenue; (ii) solicit customers, business, patronage, or orders for, or sell any proprietorshipproducts, partnershipor perform any services for, firmany business which is, trustdirectly or indirectly, companycompetitive with the Roll Handling Business; or (iii) promote or assist, limited liability company or other entity, other than the Company (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee financially or otherwise) that competes with the Company in the Business of the Company in the Restricted Territory (as defined herein), other than owning or have an interest in a company listed on a recognized stock exchange any Person engaged in an amount any business which does not exceed five is competitive with the Roll Handling Business, except any business acquired by any of them in which the portion of business activity which is directly or indirectly competitive with the business of the Roll Handling Business comprises no greater than ten percent (510%) of the outstanding stock of such corporation. For purposes of this Agreementbusiness' revenue; or (iv) engage or enter into any partnership, joint venture or other business association with, any Person other than (iA) the term "Business any Excluded Employee or (B) any officer or director or any member of the Company" shall include all business activities and ventures related Roll Handling Group who is also either an officer or director of Balxxxx Technology or any of its Affiliates (other than any member of the Roll Handling Group), who was, since January 1, 2001, or is at any time prior to providing telecommunications services the Closing, an employee, sales, technical or products service agent, representative, officer or director of the Roll Handling Business or is listed in which the Company is engaged, plans to engage in the next SCHEDULE 8.02 for a period of twelve (12) months following termination after such person ceases or has ceased, for any reason, to be an employee, representative, officer or director of Employee's the Roll Handling Group; or (v) directly or indirectly solicit (excluding, however, for this purpose any general solicitation) for employment or has engaged in during the prior twelve (12) months, as determined at any time during encourage to leave the employment of MEGTEC or any Designated Purchaser any of the Employee; and (ii) the term "Restricted Territory" means the geographical area consisting Employees who become employed by MEGTEC or any Designated Purchaser or any of a seventy mile radius surrounding each city (and including such city) in which the Company maintains either an office or a telecommunications facility.the

Non-Competition Covenant. Employee acknowledges that the covenants set forth in this Section 4.3 are reasonable in scope and essential to the preservation of the Business of the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment and for a period of one (1) year after the end of his or her employment, directly or indirectly, engage in or become directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than the Company (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee or otherwise) that competes with the Company in the Business of the Company in the Restricted Territory (as defined herein), other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding stock of such corporation. For purposes of this Agreement, (i) the term "Business of the Company" shall include all business activities and ventures related to providing telecommunications services or products in which the Company is engaged, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employee; and (ii) the term "Restricted Territory" means the geographical area consisting of a seventy mile radius surrounding each city (and including such city) in which the Company maintains either an office or a telecommunications facility.the

Non-Competition Covenant. Employee (a) Each of the Controlling Persons acknowledges that (i) this Agreement includes certain consideration in respect of the goodwill associated with the operation of the Restricted Businesses by the Sellers, (ii) the covenants of the Controlling Persons contained in this SECTION 6.5 are a material inducement to the Buyers to enter into this Agreement, (iii) the Buyers and each of their respective Affiliates (each a "Buyer Entity" and collectively, the "Buyer Entities") has expended and will expend considerable time, effort and capital to develop the Restricted Businesses, and (iv) the Buyers and each of the other Buyer Entities has a legitimate business interest in protecting its investment in the Restricted Businesses and would be irreparably damaged if any Controlling Person were to breach the covenants set forth in this SECTION 6.5. Accordingly, each of the Controlling Persons agrees that the covenants set forth in this Section 4.3 SECTION 6.5, (w) are separate and independent covenants for which valuable consideration has been paid, the receipt, adequacy and sufficiency of which are acknowledged by the Controlling Persons, (x) are cumulative to all other covenants of the Controlling Persons in favor of the Buyers and the other Buyer Entities contained in this Agreement and shall survive the termination of this Agreement for the purposes intended, (y) are reasonable in scope and essential necessary to protect and preserve the preservation of the Business of the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner conduct and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise Restricted Businesses by the Buyers and the other Buyer Entities, and (z) do not impose an undue hardship upon any of the Controlling Persons, do not unreasonably restrict the Controlling Persons with respect to or from the competition performance of an unrelated third party services of, relating to or connected with similar skills. Employee hereby agrees that he or she shall notthe Restricted Businesses, during his or her employment and for a period of one (1) year after the end of his or her employment, directly or indirectly, engage in or become directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than the Company (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee management thereof or otherwise) that competes , and are reasonable with the Company in the Business of the Company in the Restricted Territory (as defined herein)respect to their duration, other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding stock of such corporation. For purposes of this Agreement, (i) the term "Business of the Company" shall include all business activities and ventures related to providing telecommunications services or products in which the Company is engaged, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employee; and (ii) the term "Restricted Territory" means the geographical area consisting of a seventy mile radius surrounding each city (and including such city) in which the Company maintains either an office or a telecommunications facilityscope.

Non-Competition Covenant. Employee acknowledges that the covenants set forth in this Section 4.3 are reasonable in scope and essential if he were to the preservation of the Business of the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment and for a period of one (1) year after the end of his or her employment, directly or indirectly, engage in or become directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than the Company (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee or otherwise) that competes compete with the Company in the Business of Cxxxxxxx, Employee could cause serious harm to the Company. Employee further acknowledges that during his employment, Employee will be provided access to Trade Secrets and to other valuable Confidential Information that may not qualify as Trade Secrets. In addition, Employee acknowledges that, during the course of employment, he will build and maintain substantial relationships with specific existing and prospective customers or clients and will be responsible to maintain and build customer or client goodwill associated with the Business of Cxxxxxxx throughout the United States and other countries in which Cxxxxxxx operates. Further, Employee acknowledges that he will derive significant value from the Company in and from the Restricted Territory (as defined herein), other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) Confidential Information and Trade Secrets of the outstanding stock of such corporation. For purposes of this AgreementCompany provided during employment with the Company, (i) which will enable Employee to optimize the term "Business performance of the Company" shall include all business activities ’s performance and ventures related to providing telecommunications services or products in which Employee’s own personal, professional, and financial performance. Therefore, during Employee’s employment with the Company is engaged, plans to engage in the next twelve and for a period of eighteen (1218) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment cessation of the Employee; and (ii) ’s employment with the term "Company for any reason, the Employee agrees that he shall not, directly or indirectly, provide services as an executive, manager, consultant adviser, or in any other role similar to the role Employee held with Cxxxxxxx, to any business entity engaged in the Business of Cxxxxxxx within the Restricted Territory" means ; provided that Employee shall not be restricted from engaging in the geographical area consisting business of an insurance carrier whose revenue exceeds $100 million so long as such carrier's TPA claims management and adjusting activities do not account for more than 10% of such company’s revenue including premiums. Employee agrees that the restrictions in this Section are reasonable in scope and do not constitute a seventy mile radius surrounding each city (and including such city) restraint of trade with respect to Employee’s ability to obtain alternative employment in which the event Employee’s employment with the Company maintains either an office or a telecommunications facilityends for any reason.

Non-Competition Covenant. Employee acknowledges that the covenants set forth in this Section 4.3 are reasonable in scope and essential to the preservation of the Business of the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family Rent-It and the others dependent upon Employee Shareholders covenant ------------------------ for itself and themselves, and its or any of at least the level to which Employee and their Affiliates that neither it nor they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result nor any of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she their Affiliates shall not, during his or her employment and for a period of one (1) year after the end of his or her employmentengage, directly or indirectly, engage in or become directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than the Company (whether as owner, partner, trusteeshareholder or investor (other than a holder of less than 5% of the shares of a public company), beneficiaryor joint venturer, stockholdermanager, memberinvestor (which shall include any gift), officeradvisor, directorconsultant or otherwise), in the business of equipment rental or sales and any related businesses for a period of five years after the Closing Date in the State of Utah except as an employee of Buyer or any Affiliate of Buyer, or such other manner as Buyer shall consent to in writing. Rent-It and the Shareholders covenant for itself and themselves and its and any of their Affiliates that for a period of five years from and after the Closing Date neither it nor they nor any of its or their Affiliates shall directly or indirectly induce or solicit, or directly or indirectly aid or assist any other Person to induce or solicit, any Person who is (or within the prior twelve months had been) an employee, independent contractorsalesman, agent, servant, consultant, lessordistributor, lessee representative, advisor, customer or otherwise) supplier of Rent-It to terminate that competes Person's employment or business relations with the Company in the Business of the Company in the Restricted Territory (as defined herein), other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding stock of such corporation. For purposes If any provision of this Agreementcovenant is deemed invalid in whole or in part, (i) the term "Business it shall be curtailed, whether as to time, geographical area, scope of the Company" shall include all business activities and ventures related to providing telecommunications services activity or products in which the Company is engaged, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) monthsotherwise, as determined at any time during and to the employment of extent required for its validity under applicable law and, as so curtailed, shall be enforceable. Rent-It and the Employee; Shareholders acknowledge that this Section 9.3 and (ii) its, their and its or their Affiliates', obligations hereunder are a material inducement and condition to Buyer's entering into this Agreement. In the term "Restricted Territory" means the geographical area consisting event of a seventy mile radius surrounding each city (and including breach or threatened breach of this paragraph, Buyer shall be entitled to an injunction restraining such city) in which the Company maintains either an office breach; however, nothing herein shall be construed as prohibiting Buyer from pursuing any remedy available to Buyer as a result of such breach or a telecommunications facilitythreatened breach.

Non-Competition Covenant. Employee acknowledges that the covenants set forth in this Section 4.3 are reasonable in scope and essential if he were to the preservation of the Business of the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment and for a period of one (1) year after the end of his or her employment, directly or indirectly, engage in or become directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than the Company (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee or otherwise) that competes compete with the Company in the Business of Cxxxxxxx, Employee could cause serious harm to the Company. Employee further acknowledges that during his employment, Employee will be provided access to Trade Secrets and to other valuable Confidential Information that may not qualify as Trade Secrets. In addition, Employee acknowledges that, during the course of employment, he will build and maintain substantial relationships with specific existing and prospective customers or clients and will be responsible to maintain and build customer or client goodwill associated with the Business of Cxxxxxxx throughout the United States and other countries in which Cxxxxxxx operates. Further, Employee acknowledges that he will derive significant value from the Company in and from the Restricted Territory (as defined herein), other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) Confidential Information and Trade Secrets of the outstanding stock of such corporation. For purposes of this AgreementCompany provided during employment with the Company, (i) which will enable Employee to optimize the term "Business performance of the Company" shall include all business activities ’s performance and ventures related to providing telecommunications services or products in which Employee’s own personal, professional, and financial performance. Therefore, during Employee’s employment with the Company is engaged, plans to engage in the next twelve and for a period of eighteen (1218) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment cessation of the Employee; and (ii) ’s employment with the term "Company for any reason, the Employee agrees that he shall not, directly or indirectly, provide services as an executive, manager, consultant adviser, or in any other role similar to the role Employee held with Cxxxxxxx, to any business entity engaged in the Business of Crawford within the Restricted Territory" means ; provided that Employee shall not be restricted from engaging in the geographical area consisting business of an insurance carrier whose revenue exceeds $100 million so long as such carrier's TPA claims management and adjusting activities do not account for more than 10% of such company’s revenue including premiums. Employee agrees that the restrictions in this Section are reasonable in scope and do not constitute a seventy mile radius surrounding each city (and including such city) restraint of trade with respect to Employee’s ability to obtain alternative employment in which the event Employee’s employment with the Company maintains either an office or a telecommunications facilityends for any reason.

Non-Competition Covenant. Employee acknowledges that the covenants set forth in this Section SECTION 4.3 are reasonable in scope and essential to the preservation of the Business of the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section SECTION 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herselfhimself, the members of his or her family and the others dependent upon Employee him of at least the level to which Employee he and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has and its Affiliates have obtained an advantage over its their competitors as a result of its their name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has they have developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company and its Affiliates beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment and for a period of one two (12) year years after the end of his or her employment, directly or indirectly, engage in or become directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than the Company or its Affiliates (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee or otherwise) that competes with the Company or its Affiliates in the Business of the Company in the Restricted Territory (as defined herein), other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding stock of such corporation. For purposes of this Agreement, (i) the term "Business of the CompanyBUSINESS OF THE COMPANY" shall include all business activities and ventures related to providing telecommunications employee training and educational services, and human resources consulting services or products in which the Company is engaged, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employeerelated thereto; and (ii) the term "Restricted TerritoryRESTRICTED TERRITORY" means the geographical area consisting of a seventy mile radius surrounding each city (and including such city) in which the United States of America, it being acknowledged by Employee that the business of the Company maintains either an office and its Affiliates is not restricted by geographical boundaries. The terms of this Article IV shall survive any termination or a telecommunications facilityexpiration of this Agreement.

Non-Competition Covenant. Employee acknowledges that the covenants set forth in this Section 4.3 are reasonable in scope and essential if he/she were to the preservation of the Business of the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment and for a period of one (1) year after the end of his or her employment, directly or indirectly, engage in or become directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than the Company (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee or otherwise) that competes compete with the Company in the Business of Xxxxxxxx, Employee could cause serious harm to the Company. Employee further acknowledges that during his/her employment, Employee will be provided access to Trade Secrets and to other valuable Confidential Information that may not qualify as Trade Secrets. In addition, Employee acknowledges that, during the course of employment, he/she will build and maintain substantial relationships with specific existing and prospective customers or clients and will be responsible to maintain and build customer or client goodwill associated with the Business of Xxxxxxxx throughout the United States and other countries in which Xxxxxxxx operates. Further, Employee acknowledges that he/she will derive significant value from the Company in and from the Restricted Territory (as defined herein), other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) Confidential Information and Trade Secrets of the outstanding stock of such corporation. For purposes of this AgreementCompany provided during employment with the Company, (i) which will enable Employee to optimize the term "Business performance of the Company" shall include all business activities ’s performance and ventures related to providing telecommunications services or products in which Employee’s own personal, professional, and financial performance. Therefore, during Employee’s employment with the Company is engaged, plans to engage in the next and for a period of twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment cessation of the Employee; and (ii) ’s employment with the term "Company for any reason, the Employee agrees that he/she shall not, directly or indirectly, provides services as an executive, manager, consultant adviser, or in any other role similar to the role Employee held with Xxxxxxxx, to any business entity engaged in the Business of Crawford within the Restricted Territory" means ; provided that Employee shall not be restricted from engaging in the geographical area consisting business of an insurance carrier whose revenue exceeds $100 million so long as such carrier's claims management and adjusting activities do not account for more than 10% of such company’s revenue. Employee agrees that the restrictions in this Section are reasonable in scope and do not constitute a seventy mile radius surrounding each city (and including such city) restraint of trade with respect to Employee’s ability to obtain alternative employment in which the event Employee’s employment with the Company maintains either an office or a telecommunications facilityends for any reason.

Non-Competition Covenant. Employee acknowledges that the covenants set forth in this Section 4.3 are reasonable in scope and essential to the preservation of the Business of the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment and for a period of one (1) year after the end of his or her employment, directly or indirectly, engage in or become directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than the Company (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee or otherwise) that competes with the Company in the Business of the Company in the Restricted Territory (as defined herein), other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding stock of such corporation. For purposes of this Agreement, (i) the term "Business of the Company" shall include all business activities and ventures related to providing telecommunications services or products in which the Company is engaged, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employee; and (ii) the term "Restricted Territory" means the geographical area consisting of a seventy mile radius surrounding each city (and including such city) in which the Company maintains either an office or a telecommunications facility.9

Non-Competition Covenant. Employee acknowledges that the covenants set forth in this Section 4.3 are reasonable in scope and essential to the preservation of the Business of the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment and for a period of one (1) year after the end of his or her employment, directly or indirectly, engage in or become directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than the Company (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee or otherwise) that competes with the Company in the Business of the Company in the Restricted Territory (as defined herein), other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding stock of such corporation. For purposes of this Agreement, (i) the term "“Business of the Company" ” shall include all business activities and ventures related to providing telecommunications services or products in which the Company Global Capacity Group, Inc. is engaged, plans to engage in the next twelve (12) months following termination of Employee's ’s employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employee; and (ii) the term "“Restricted Territory" ” means the geographical area consisting of a seventy mile radius surrounding each city (and including such city) in which the Company maintains either an office or a telecommunications facility.

Non-Competition Covenant. Employee acknowledges Grantee agrees that during the covenants set forth in this Section 4.3 are reasonable in scope and essential to the preservation period of the Business of Grantee’s employment with the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result any of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment Subsidiaries and for a period of one twelve (112) year months after the end effective date of termination of employment (the “Restricted Period”), without the prior written consent of the Company’s CEO (or if Grantee is the CEO, without the prior written consent of the Committee), Grantee shall not, except in furtherance of his or her employmentemployment duties, directly or indirectly, engage in or become directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than the Company (whether as a sole proprietor, owner, partner, trusteeprincipal, beneficiary, stockholder, membermanager, officer, director, employee, independent contractor, agent, servant, consultant, lessorexecutive or management employee, lessee or otherwise), engage in, assist or enable any other person to engage in, or directly or indirectly own more than 1% of any class or series of equity securities in, any business activity competitive (directly or indirectly) that competes with the Company Business (as defined below) (a “Competing Entity”) anywhere in the world (the “Territory”), it being understood and agreed that the Company or any of its Subsidiaries or affiliates conducts and will conduct the Business throughout the Territory and that the Business effectively may be engaged in from any location throughout the Territory. As used in this Agreement, the term “Business” means the business of the Company in the Restricted Territory (as defined herein)and its Subsidiaries or affiliates, other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding stock of such corporation. For purposes of this Agreement, including (i) the term "Business purchase, collection, and/or management of the Company" shall include all business activities and ventures related to providing telecommunications services or products in which the Company is engagedportfolios of defaulted consumer receivables, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employee; and (ii) claims filing, administration, or related services pertaining to securities or antitrust class action or similar litigation, (iii) the term "Restricted Territory" means acquisition of claims or accounts related to securities or antitrust class action or similar litigation, or (iv) the geographical area consisting administration, management, auditing or collection of state, federal or municipal taxes or other government accounts receivable. Notwithstanding the foregoing, an entity will not be deemed to be a seventy mile radius surrounding each city Competing Entity, and Grantee and other persons assisted by Grantee will not be deemed to be engaged in the Business in violation of the terms of this Section 10(b) if (A) Grantee is employed by an entity that is meaningfully engaged in one or more enterprises whose principal business is other than the Business (the “Non- Competing Businesses”), (B) such entity’s relationship with Grantee relates solely to the Non-Competing Businesses, and including such city(C) in which if requested by the Company maintains either an office or a telecommunications facilityany of its Subsidiaries or affiliates, such entity and Grantee provide the Company or any of its Subsidiaries or affiliates with reasonable assurances that Grantee will have no direct or indirect involvement in the Business on behalf of such entity.

Non-Competition Covenant. Employee acknowledges that the covenants set forth in As this Section 4.3 are reasonable in scope and essential Agreement conveys exclusive rights to the preservation Transferee to the Assigned IP and to use Licensed IP for the Development and Commercialization of Covered Products in the Field in the Territory, it is understood and agreed that during any unexpired or non-terminated term of the Business licenses and sublicenses granted under this Agreement only the Transferee and Permitted Transferees will be permitted to Develop and Commercialize Covered Products in the Field in the Territory, and that, during any unexpired or non-terminated term of the licenses and sublicenses granted under this Agreement, Company will not directly or indirectly use any of the Assigned IP or Licensed IP to Develop or Commercialize any Covered Products in the Field in the Territory, excepting only as is expressly authorized by a written authorization or agreement signed by the Transferee. The Company (as defined herein). Employee also acknowledges that its Affiliates, licensees or sublicenses outside the enforcement Territory, successors and assignees) will not prevent, directly or indirectly the Transferee and Permitted Transferees from Development and Commercialization of the covenant set forth Covered Product or Compound in the Field and in the Territory. Further, to enable the Transferee to realize the intended benefits of this Section 4.3 Agreement, Company will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment and for a period of one (1) year after the end of his or her employmentengage, directly or indirectly, engage in or become directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than competition within the Company (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee or otherwise) that competes Territory with the Development or Commercialization of any Covered Product (“non-competition covenant”). After a Change of Control of Company, the Acquirer of Company and any of the Acquirer’s Affiliates shall be bound by this non-competition covenant; provided however that the foregoing non-competition covenant shall not prohibit, limit or restrict such Acquirer or any of the Acquirer’s Affiliates from using, developing, manufacturing, having manufactured, marketing, selling or otherwise commercializing in the Business Territory any product that is not a Covered Product. Furthermore, for the avoidance of doubt and to fully realize the Company in the Restricted Territory (as defined herein), other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding stock of such corporation. For purposes of territorial restrictions intended by this Agreement, each Transferee agrees (iand agrees on behalf of itself and all Permitted Transferees and Affiliates, which will also be bound by this non-competition covenant) that neither Transferee nor any Permitted Transferee(s) will engage, directly or indirectly, in any competition outside the term "Business Territory with any of the Company" Covered Products. In the event NovaMedica is acquired by a Third Party, said Acquirer and its Affiliates shall include all business activities and ventures related to providing telecommunications services or products in which the Company is engaged, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employee; and (ii) the term "Restricted Territory" means the geographical area consisting of a seventy mile radius surrounding each city (and including such city) in which the Company maintains either an office or a telecommunications facilitybe bound by this non-competition covenant.

Non-Competition Covenant. Employee (a) Each Designated Stockholder acknowledges and agrees that the covenants set forth in this Section 4.3 are reasonable in scope and essential as a mutual condition to the preservation respective obligations of the parties at the Closing, and as a material inducement to the Purchaser to enter into and perform its obligations hereunder and in consideration of the payments and other consideration to be received by the Designated Stockholders under this Agreement and the Related Documents, such Designated Stockholder shall not, without the prior written consent of the Purchaser, at any time during the period beginning on the Closing Date and ending on the fifth (or third with respect to Xxxx X. Xxxx and Xxxxxxx X. Xxxxxxx only) anniversary thereof (in each case, the "Restrictive Period"), ------------------ (i) directly or indirectly engage in, represent in any way, or be connected with, any Competing Business (as defined below), whether such engagement shall be as a director, an officer, an owner, an employee, a partner, an Affiliate or other participant in such Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in clause (i) above, (iii) induce any employees of the Purchaser or any of its Subsidiaries or other Affiliates, or any employees of the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result any of its nameSubsidiaries, location and reputation that is characterized by near permanent relationships at any time during the Restrictive Period to terminate their employment with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him the Purchaser or her following the termination or expiration any of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment and for a period of one (1) year after the end of his or her employment, directly or indirectly, engage in or become directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company its Subsidiaries or other entityAffiliates, other than the Company (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee or otherwise) that competes to terminate their employment with the Company or any of its Subsidiaries, or to engage in any Competing Business, or (iv) induce any customer, vendor or agent or any other Person with which the Business of Purchaser or any or its Subsidiaries or other Affiliates, or with which the Company in or any of its Subsidiaries, has a business relationship, contractual or otherwise, at any time during the Restricted Territory (as defined herein), other Restrictive Period to terminate or alter such business relationship. This covenant is considered an integral part of this Agreement. The foregoing restriction shall not apply to a Designated Stockholder's ownership of publicly traded Securities that represent less than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding stock of such corporation. For purposes of this Agreement, (i) the term "Business ownership interests of the Company" shall include all business activities and ventures related to providing telecommunications services or products in which the Company is engaged, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employee; and (ii) the term "Restricted Territory" means the geographical area consisting of a seventy mile radius surrounding each city (and including such city) in which the Company maintains either an office or a telecommunications facilityissuer.

Non-Competition Covenant. Employee acknowledges that the covenants set forth in this Section 4.3 are reasonable in scope and essential to the preservation of the Business of the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby a) Seller agrees that he or she shall it will not, during his or her employment and for a period of one (1) year after the end of his or her employment, directly or indirectly, engage in or become directly or indirectly interested in any proprietorshipduring the period commencing on the Date of Inventory and expiring on the three (3) year anniversary of the Date of Inventory (the “Restrictive Period”): (i) anywhere within a radius of ten (10) miles of the Buyer’s store located at 000 Xxxxxxxx Xxxxxx, partnershipDanvers, firmMassachusetts 01923 (the “Territory”), trustbe employed by form, companyacquire, limited liability company or other entityinvest in, other than the Company (finance, own, operate, manage, , whether as ownera stockholder, partner, trusteelessor, beneficiary, stockholderlessee, member, officerjoint venture, directoradvisor, employee, consultant or independent contractor, agent, servant, consultant, lessor, lessee or otherwisean enterprise (a “Competing Business”) that competes with the Company which is engaged in the Business business of any pharmacy, drug store and/or health and beauty aid store operation, or any service competitive with, or having the Company same applications as, any products or services now sold by the Seller in the Restricted Territory (as defined herein), other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) conduct of the outstanding stock of such corporation. For purposes of this Agreement, (i) the term "Business of the Company" shall include all business activities and ventures related to providing telecommunications services or products in which the Company is engaged, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employeeits business; and (ii) hire, engage, employ or interfere with or attempt to hire, engage, employ or interfere with any current employees employed within the term "Restricted Territory" means , representatives or agents of Buyer, or any affiliates now controlling, controlled by, or under common control with Buyer (an “Affiliate”), or induce or attempt to induce any of them to leave the geographical area consisting employ of Buyer or any Affiliate, or violate the terms of his or her contract with Buyer or any Affiliate; or (iii) call upon, solicit, advise or otherwise do or attempt to do, business with any clients, suppliers, customers or accounts of the business of Seller or the Buyer or any Affiliate or take away or interfere or attempt to take away or interfere with any custom, trade, business or patronage of the business of Seller or the Buyer or any Affiliate. Buyer acknowledges that Seller’s continued ownership and operation of the stores located at 00 Xxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx and 00 Xxxxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxxxxxx shall not be a seventy mile radius surrounding each city (and including such city) in which the Company maintains either an office or a telecommunications facilitybreach of this Article 6.

Non-Competition Covenant. Employee acknowledges Grantee agrees that during the covenants set forth in this Section 4.3 are reasonable in scope and essential to the preservation period of the Business of Grantee’s employment with the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result any of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment Subsidiaries and for a period of one twelve (112) year months after the end effective date of termination of employment (the “Restricted Period”), without the prior written consent of the Company’s CEO (or if Grantee is the CEO, without the prior written consent of the Committee), Grantee shall not, except in furtherance of his or her employmentemployment duties, directly or indirectly, engage in or become directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than the Company (whether as a sole proprietor, owner, partner, trusteeprincipal, beneficiary, stockholder, membermanager, officer, director, employee, independent contractor, agent, servant, consultant, lessorexecutive or management employee, lessee or otherwise), engage in, assist or enable any other person to engage in, or directly or indirectly own more than 1% of any class or series of equity securities in, any business activity competitive (directly or indirectly) that competes with the Company Business (as defined below) (a “Competing Entity”) anywhere in the world (the “Territory”), it being understood and agreed that the Company or any of its Subsidiaries or affiliates conducts and will conduct the Business throughout the Territory and that the Business effectively may be engaged in from any location throughout the Territory. As used in this Agreement, the term “Business” means the business of the Company in the Restricted Territory (as defined herein)and its Subsidiaries or affiliates, other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding stock of such corporation. For purposes of this Agreement, including (i) the term "Business purchase, collection, and/or management of the Company" shall include all business activities and ventures related to providing telecommunications services or products in which the Company is engagedportfolios of defaulted consumer receivables, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employee; and (ii) claims filing, administration, or related services pertaining to securities or antitrust class action or similar litigation, (iii) the term "Restricted Territory" means acquisition of claims or accounts related to securities or antitrust class action or similar litigation, (iv) the geographical area consisting administration, management, auditing or collection of state, federal or municipal taxes or other government accounts receivable, or (v) skip tracing or collateral, property and/or asset location. Notwithstanding the foregoing, an entity will not be deemed to be a seventy mile radius surrounding each city Competing Entity, and Grantee and other persons assisted by Grantee will not be deemed to be engaged in the Business in violation of the terms of this Section 7(b) if (A) Grantee is employed by an entity that is meaningfully engaged in one or more enterprises whose principal business is other than the Business (the “Non-Competing Businesses”), (B) such entity’s relationship with Grantee relates solely to the Non-Competing Businesses, and including such city(C) in which if requested by the Company maintains either an office or a telecommunications facilityany of its Subsidiaries or affiliates, such entity and Grantee provide the Company or any of its Subsidiaries or affiliates with reasonable assurances that Grantee will have no direct or indirect involvement in the Business on behalf of such entity.

Non-Competition Covenant. Employee acknowledges Xxxxxxx agrees that during the covenants set forth in this Section 4.3 are reasonable in scope and essential to the preservation period of the Business of Xxxxxxx’s employment with the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result any of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment Subsidiaries and for a period of one twelve (112) year months after the end effective date of termination of employment (the “Restricted Period”), without the prior written consent of the Company’s CEO (or if Grantee is the CEO, without the prior written consent of the Committee), Grantee shall not, except in furtherance of his or her employmentemployment duties, directly or indirectly, engage in or become directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than the Company (whether as a sole proprietor, owner, partner, trusteeprincipal, beneficiary, stockholder, membermanager, officer, director, employee, independent contractor, agent, servant, consultant, lessorexecutive or management employee, lessee or otherwise), engage in, assist or enable any other person to engage in, or directly or indirectly own more than 1% of any class or series of equity securities in, any business activity competitive (directly or indirectly) that competes with the Company Business (as defined below) (a “Competing Entity”) anywhere in the world (the “Territory”), it being understood and agreed that the Company or any of its Subsidiaries or affiliates conducts and will conduct the Business throughout the Territory and that the Business effectively may be engaged in from any location throughout the Territory. As used in this Agreement, the term “Business” means the business of the Company in the Restricted Territory (as defined herein)and its Subsidiaries or affiliates, other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding stock of such corporation. For purposes of this Agreement, including (i) the term "Business purchase, collection, and/or management of the Company" shall include all business activities and ventures related to providing telecommunications services or products in which the Company is engagedportfolios of defaulted consumer receivables, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employee; and (ii) claims filing, administration, or related services pertaining to securities or antitrust class action or similar litigation, (iii) the term "Restricted Territory" means acquisition of claims or accounts related to securities or antitrust class action or similar litigation, or (iv) the geographical area consisting administration, management, auditing or collection of state, federal or municipal taxes or other government accounts receivable. Notwithstanding the foregoing, an entity will not be deemed to be a seventy mile radius surrounding each city Competing Entity, and Grantee and other persons assisted by Grantee will not be deemed to be engaged in the Business in violation of the terms of this Section 10(b) if (A) Grantee is employed by an entity that is meaningfully engaged in one or more enterprises whose principal business is other than the Business (the “Non-Competing Businesses”), (B) such entity’s relationship with Grantee relates solely to the Non-Competing Businesses, and including such city(C) in which if requested by the Company maintains either an office or a telecommunications facilityany of its Subsidiaries or affiliates, such entity and Grantee provide the Company or any of its Subsidiaries or affiliates with reasonable assurances that Grantee will have no direct or indirect involvement in the Business on behalf of such entity.

Non-Competition Covenant. Employee acknowledges that The Employer and the covenants set forth in this Section 4.3 are reasonable in scope and essential to Executive have jointly reviewed the preservation operations of the Business Employer and the Bank and have agreed that an essential ingredient of and part of the Company (as defined herein). Employee also acknowledges that consideration for this Agreement and the enforcement payment of the covenant set forth amounts described in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to 2, is the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation agreement of the Company beyond that which would arise from Executive that, except with the competition express prior written consent of an unrelated third party with similar skills. Employee hereby agrees that he or she shall notthe Employer, during his or her employment and for a period of one (1) year after the end termination of his the Executive’s employment with the Employer, or her employmentnine (9) months in the event of a termination by the Executive under subparagraph (b)(ii) of Section 4, directly or indirectly(the “Restrictive Period”), engage in or become he will not directly or indirectly interested in compete with the business of the Employer: (i) by directly or indirectly soliciting or inducing any proprietorshipperson, corporation, partnership or other entity or organization which at the time of such termination is a customer of the Employer or the Bank to become a customer of; or (ii) by soliciting or inducing, or attempting to solicit or induce, any employee or agent of the Employer or the Bank to terminate employment with the Employer or the Bank and become employed by; any person, firm, partnership, firmcorporation, trust, company, limited liability company trust or other entityentity which owns or operates, a bank, savings and loan association, credit union or association or similar financial institution (a “Financial Institution”) (the “Restrictive Covenant”). If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other than relief, the Company (whether Employer shall not, as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee or otherwise) that competes with the Company in the Business a result of the Company time involved in the Restricted Territory (as defined herein)obtaining such relief, other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) be deprived of the outstanding stock benefit of such corporationthe full period of the Restrictive Covenant. For purposes Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this Section 6 computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor assumes and agrees to perform this Agreement, (i) the term "Business this Restrictive Covenant shall continue to apply only to customers and employees of the Company" Employer and the Bank as they existed immediately before such assumption and shall include all business activities and ventures related not apply to providing telecommunications services or products in which the Company is engaged, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employee; successor’s customers and (ii) the term "Restricted Territory" means the geographical area consisting of a seventy mile radius surrounding each city (and including such city) in which the Company maintains either an office or a telecommunications facilityemployees.

Non-Competition Covenant. Employee acknowledges that the covenants set forth in this Section 4.3 are reasonable in scope and essential to the preservation of the Business of the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment and for a) For a period of one three (13) year after years from the end of his or her employmentClosing Date, Honeywell and each Seller agrees that it will not, and each Seller will cause its Controlled Affiliates not to, directly or indirectly, engage in the design, distribution, manufacture, marketing or become directly or indirectly interested sale of Business Products (a “Competing Business”); provided, however, that nothing in this Section 5.11(a) shall be deemed to limit in any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than the Company (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee or otherwise) that competes with the Company in the Business of the Company in the Restricted Territory (as defined herein), other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding stock of such corporation. For purposes of this Agreement, way (i) the term "Business conduct of any Excluded Business, (ii) the activities of Honeywell or its Affiliates with respect to component elements of any of the Company" shall include all business activities and ventures related to providing telecommunications services items included within the definition of a Competing Business or (iii) the sale by Honeywell or its Affiliates of any parts or products to the extent such parts or products are sourced from a third party and incorporated into products other than Business Products that are manufactured or sold by businesses operated by Honeywell or its Affiliates or the manufacturing by Honeywell or its Affiliates of any parts or products to the extent such parts or products are manufactured for internal use by Honeywell or its Affiliates. The restrictions set forth in which this Section 5.11(a) shall not be construed to prohibit or restrict any Seller or any of its Controlled Affiliates from acquiring any Person or business that engages in any Competing Business; provided that (i) the Company is engagedengagement in such Competing Business does not constitute the principal part of the activities of the Person or business to be acquired (based on total revenues expressed in US dollars or calculated in U.S. dollars utilizing the relevant and then applicable current foreign currency exchange rate, plans to engage in the next twelve (12) months following termination of Employee's employment all sales of such Person or has engaged in business during the prior twelve consecutive four (124) monthsfull calendar quarters immediately preceding the effective date of acquisition of such Person or business), as determined at any time during the employment of the Employee; and (ii) if the term "Restricted Territory" means Competing Business constitutes in excess of 20% of the geographical area consisting revenues of the Person or business acquired, Sellers will use their commercially reasonable efforts to divest that portion of such Person or business that engages in the Competing Business within 12 months after its acquisition of the Competing Business and, prior to offering such portion to any third party, shall first offer to and negotiate in good faith for a seventy mile radius surrounding each city (and including period not to exceed 30 days with Purchaser or its Affiliates for the acquisition of such city) portion by Purchaser or its Affiliates; provided further, that to the extent participation in which such Competing Business involves the Company maintains either an office acquisition of or a telecommunications facilitythe right to acquire any class of the voting securities of such Competing Business, this covenant shall not be violated if the percentage of such voting securities acquired or to be acquired does not exceed 5% at the time of such acquisition.

Non-Competition Covenant. Employee acknowledges that the Landlord, on behalf of itself and its Affiliates, subsidiaries, successors and assigns, covenants set forth in this Section 4.3 are reasonable in scope and essential to the preservation of the Business of the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall notthat, during his the Lease Term it shall not directly or her employment and for a period of one indirectly (1) year after the end of his or her employmentown, directly or indirectlymanage, engage in or become directly or indirectly interested in any proprietorshipoperate, partnershipcontrol, firm, trust, company, limited liability company or other entity, other than the Company (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee or otherwise) that competes with the Company participate in the Business management or control of, or act as agent for, lend its name to or initiate or maintain or continue any interest whatsoever in (A) any acute care hospital or ambulatory surgery center, within (a) a thirty mile radius of the Company in Property or (b) a ten mile radius of any of the Restricted Territory properties listed on Schedule A attached hereto (“Other Tenant Properties”) operated as defined hereinof the date of this Lease by Tenant or an Affiliate of Tenant as an acute care hospital or ambulatory surgery center (individually or collectively, as the context may indicate, the foregoing are referred to as the “Restriction Area”), or (B) any other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent provider of healthcare services that operates at least 100 licensed beds within the Restriction Area or (5%2) of lease to another Person any acute care hospital or ambulatory surgery center within the outstanding stock of such corporationRestriction Area. For purposes of this AgreementNotwithstanding the foregoing, (i) Landlord and its Affiliates, subsidiaries, successors and assigns shall have the right to own or invest in multi-tenanted medical office buildings, skilled nursing facilities, long term "Business acute care facilities, inpatient rehabilitation facilities and other post-acute facilities within the Restriction Area so long as such facilities are not majority-owned or controlled or majority-tenanted by any of Tenant’s active acute care hospital competitors in those areas as listed on Schedule B attached hereto, at the Company" shall include all business activities and ventures related to providing telecommunications services time Landlord or products in which the Company is engagedits Affiliates, plans to engage subsidiaries, successors or assigns acquires ownership or invests in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employeeapplicable facilities; and (ii) this non-competition covenant shall no longer apply and have no further force or effect, without the term "Restricted Territory" means need for notice or other action by either party, with respect to the geographical area consisting applicable Restriction Area around the Property or Other Tenant Properties, as the case may be, if Tenant or its Affiliates cease to operate the Property or such Other Tenant Property; (iii) if direct or indirect ownership of the Property is transferred via direct sale of the Property (subject to Tenant’s rights as set forth in Sections 3, 4 and 5 of this Exhibit E) or sale or merger of MedEquities Realty Trust, Inc. to or into another entity and such purchaser or surviving entity owns, leases or has other interests in existing facilities within the Restriction Area that would otherwise be prohibited by this Section 2, then this non-competition covenant shall not apply and have no force and effect as to such facilities within the Restriction Area; (iv) this non-competition covenant shall not apply to or prohibit the ownership of less than 5% of the issued and outstanding stock of a seventy publicly-traded entity regardless of the activities conducted by such entity; (v) with respect to any physician owned members of MedTx Realty, LLC as of the execution of this Lease, and their respective successors and assigns, the Restriction Area shall consist only of the area within a ten-mile radius surrounding each city of the Property or within a ten-mile radius of any Other Tenant Properties, and this non-competition covenant shall not apply to prohibit or prevent any activities of such physicians outside of such ten-mile radius and this non-competition covenant shall not apply to prohibit or prevent the practice of medicine and the provision of professional medical services to patients by such physicians either within or outside of such ten-mile radius; (and including such cityvi) in which the Company maintains either an office this non-competition covenant shall not apply to or a telecommunications facility.prohibit