Common use of Non-Competition Clause in Contracts

Non-Competition. During Employee’s employment with the Company and for twelve (12) months thereafter, Employee shall not, directly or indirectly, on behalf of Employee or on behalf of or with any other person, enterprise or entity, in any individual or representative capacity, engage or participate in any business, including its affiliated Internet entities, that is in competition with the Company or any subsidiary or affiliate of the Company in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to five percent (5%) of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) the Company or any of its subsidiaries or affiliates places, or has placed for it, all or substantially all of its assets up for sale within one (1) year after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to in this Section 2(b) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) months.

Non-Competition. During Employee(a) In consideration of the Company’s grant of this Option, the Optionee agrees that for as long as the Optionee is employed by the Company and until the first anniversary of the date of termination of the Optionee’s employment with the Company or any Affiliate, as the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and for twelve service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (12a “Competitive Business”), (ii) months thereafterenter the employ of, Employee shall notor render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, on behalf of Employee or on behalf of or with any other person, enterprise or entity, in any individual or representative capacity, engage or participate in any business, including its affiliated Internet entities, that is in competition with the Company or any subsidiary or affiliate of the Company in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to five percent (5%) of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholderan individual, partner, shareholder, officer, director, employeeprincipal, consultant agent, trustee or otherwise. In consultant, (iv) interfere with business relationships (whether formed before or after the event that (1date of this Award Agreement) between the Company or any of its subsidiaries Affiliates and customers, suppliers, Partners, members or affiliates places, investors of the Company or has placed for it, all or substantially all of its assets up for sale within one (1) year after termination of Employee’s employment hereunder Affiliates or (2v) Employee’s employment is terminated in connection with disparage the disposition of all Company, its Directors, Officers or substantially all of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummatedcontrolling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged in no event shall Employee be bound bythe business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of, or obligated to enter intoa member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any non-competition provisions referred to class of securities of such Person. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 2(b) which extend beyond twelve (12) months7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in each case from this Award Agreement is an unenforceable restriction against Optionee, the date provisions of termination this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of Employee’s employment hereunder or whose scope extends competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the scope enforceability of any of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) monthsother restrictions contained herein.

Non-Competition. During Employee’s employment with Subject to the last sentence of this Section 6(a), the Employee agrees that during a period commencing on the date hereof and ending 12 months after the Employment Termination Date (the "Non-Competition Period"), he will not, except on behalf of the Company and for twelve (12) months thereafter, Employee shall notor ADP or any of their respective affiliates, directly or indirectly, whether as an officer, director, stockholder, investor, partner, proprietor, business associate, employee, representative or otherwise, do any of the following acts: (i) provide services which are competitive with the businesses or services of the Brokerage Services Group of ADP (as such businesses are conducted on behalf of Employee the date hereof or on behalf of at any time during the Non-Competition Period) (the "Businesses"), or with promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, enterprise corporation, firm, partnership or entity, other entity whatsoever who is or may be engaged in any individual line of business competitive with the Businesses (a "Competitor") or representative capacity(ii) solicit or refer, engage directly or indirectly, any clients or prospective clients of any services and/or products which are similar to those offered by the Company or ADP (at any time during the Non-Competition Period) to another provider of such services, or (iii) promote, market or participate in the sale, lease or licensing of any business, including its affiliated Internet entities, that is in competition with equipment or software by which services and/or products similar to those provided by the Company or ADP (at any subsidiary or affiliate of the Company in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue time during the Term and for the period after the Term set forth above and shall notNon-Competition Period) can be performed, to, for or with any reasonperson, cease upon termination of Employee’s employment with the Companycorporation, firm, partnership or other entity whatsoever. Notwithstanding anything else to the contrary contained in herein, if the Company terminates the Employee's employment hereunder pursuant to Section 5(a)(v) hereof, the "Non-Competition Period" shall be defined as the period commencing on the date hereof and ending on the fourth anniversary of the Effective Date. Notwithstanding anything to the contrary contained herein, (i) the foregoing provisions of this SectionSection 6(a) shall not be deemed violated by the purchase and/or ownership by Employee of shares of any class of equity securities (or options, Employee may ownwarrants or rights to acquire such securities, for investment purposes onlyor any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, up to five warrants or rights or upon the conversion of any other security convertible into such securities) two percent (52%) or less of the stock outstanding shares of any Competing Company if it is a publicly-held corporation such class of equity securities of any issuer whose stock is either listed securities are traded on a national stock securities exchange or on listed by NASDAQ, the NASDAQ National Market System and if Quotation Bureau Incorporated or any similar organization; provided, however, that Employee is not be otherwise affiliated connected with or participating active in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any the business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In of the event that (1) the Company or any of its subsidiaries or affiliates places, or has placed for it, all or substantially all of its assets up for sale within one (1) year after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to issuers described in this Section 2(b6(a), and (ii) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above Employee shall be tolled permitted, after the Employment Termination Date, to (A) provide consulting services to entities which are not Competitors and (B) be employed on a dayfull-fortime basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-day basis house products or services that may be deemed to be competitive with those offered by the Company only if such products or services are used exclusively by such entity and are not directly or indirectly marketed or sold by such entity for each day during which the use by any unrelated third party; provided that in either case Employee participates in any activity in violation complies with the provisions of sub-sections (b), (c) and (d) of this Section 2(b) so that Employee is restricted from engaging 6 in the conduct referred to in this Section 2(b) for a full twelve (12) monthsconnection therewith.

Non-Competition. During Employee’s employment with the Company and for twelve (12a) months thereafter, Employee shall not, during the period of Employee's employment with VPI, and for a period of two (2) years immediately following the termination of Employee's employment under this Agreement, for any reason whatsoever, directly or indirectly, on behalf of Employee for himself or herself or on behalf of or in conjunction with any other person, enterprise company, partnership, corporation or entity, in any individual or representative capacity, engage or participate in any business, including its affiliated Internet entities, that is in competition with the Company or any subsidiary or affiliate business of the Company in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC whatever nature: (formerly called ValueVisioni) or Shop at Homeengage, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to five percent (5%) of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, an officer, director, shareholder, owner, partner, joint venturer or in a managerial capacity, whether as an employee, independent contractor, consultant or otherwise. In advisor, or as a sales representative, in any noncommercial property management, rental or sales business or hotel management business in direct competition with VPI or any subsidiary of VPI, within 100 miles of the event that (1) the Company locations in which VPI or any of its VPI's subsidiaries conducts any noncommercial property management, rental or affiliates placessales business or hotel management business (the "Territory"); (ii) call upon any person who is, at that time, within the Territory, an employee of VPI (including the subsidiaries thereof) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of VPI (including the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his or her immediate family; (iii) call upon any person or entity which is at that time, or which has placed for itbeen, all or substantially all of its assets up for sale within one (1) year prior to that time, a customer of VPI (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor in the noncommercial property management, rental or sales business or hotel management business, which candidate, to Employee's actual knowledge after termination due inquiry, was called upon by VPI (including the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidate. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from (A) acquiring as an investment not more than two percent (2%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counter or (B) engaging in the hotel management business if the Employee’s 's employment hereunder or (2) Employee’s employment is terminated in connection with after the disposition initial three-year term of all or substantially all this Agreement. (b) Because of such assets (whether by sale the difficulty of assetsmeasuring economic losses to VPI as a result of a breach of the foregoing covenant, equity or otherwise)and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI in the event of breach by him or her, by injunctions and restraining orders. (c) It is agreed by the parties hereto that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light of the activities and business of VPI (including VPI's subsidiaries) on the date of the execution of this Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease to be bound byemployed hereunder, and to execute shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations the operation of which, under such additional instruments circumstances, does not violate clause (i) of this paragraph 3, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as may be necessary or desirable to evidence Employee’s agreement to be bound byapplicable. (d) The covenants in this paragraph 3 are severable and separate, and the terms and conditions unenforceability of any non-competition specific covenant shall not affect the provisions relating of any other covenant. Moreover, in the event any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the purchase fullest extent which the court deems reasonable, and sale the Agreement shall thereby be reformed. (e) All of the covenants in this paragraph 3 shall be construed as an agreement for such assets, without independent of any consideration beyond that expressed other provision in this Agreement, provided and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the purchase period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall covenants of Employee be bound by, or obligated to enter into, any non-competition provisions referred to made in this Section 2(b) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above paragraph 3 shall be tolled on a day-for-day basis for each day effective, shall be computed by excluding from such computation any time during which Employee participates in any activity is in violation of any provision of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) monthsparagraph 3.

Non-Competition. During Employee’s employment with By and in consideration of the Company's entering into this Agreement and providing the compensation and benefits to be provided by the Company to the Executive, and for twelve (12) months thereafter, Employee shall not, directly or indirectly, on behalf further in consideration of Employee or on behalf of or with any other person, enterprise or entity, in any individual or representative capacity, engage or participate in any business, including its affiliated Internet entities, that is in competition with the Company or any subsidiary or affiliate Executive's continued exposure to the confidential and proprietary information of the Company in the United States of America in the field of television retailing, (including, without limitation, QVCthe Trade Secrets), Shop NBC the Executive agrees that the Executive will not, during the Term, engage in any "Competitive Activity" (formerly called ValueVisionas defined below). For purposes of this Agreement, the term "COMPETITIVE ACTIVITY" shall mean engaging in any of the following activities: (A) serving as a director of any "Competitor" (as defined below); (B) directly or Shop indirectly through one or more intermediaries, either (x) controlling any Competitor or (y) owning any equity or debt interests in any Competitor (other than equity or debt interests which are publicly traded and, at Homethe time of any acquisition, do not exceed 5% of the particular class of interests outstanding) (it being understood that, if interests in any Competitor are owned by an investment vehicle or other entity in which the Executive owns an equity interest, a portion of the interests in such Competitor owned by such entity shall be attributed to the Executive, such portion determined by applying the percentage of the equity interest in such entity owned by the Executive to the interests in such Competitor owned by such entity); (C) employment by (including, without limitation, serving as an officer or partner of), providing consulting services to (including, without limitation, as well as an independent contractor), or managing or operating the business or affairs of, any company which subsequently enters Competitor; or (D) participating in the field ownership, management, operation or control of television retailing as its primary business (collectivelyor being connected in any manner with any Competitor. For purposes of this Agreement, the “Competing Companies”). Employee’s obligations under this Section term "COMPETITOR" shall continue during the Term and for the period after the Term set forth above and shall not, for mean any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to five percent person (5%) of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) other than the Company or any affiliate thereof) that competes, either directly or indirectly, at the time of its subsidiaries determination, in any "Restricted Area" (as defined below) with any of the business conducted by the Company or affiliates places, or has placed for it, all or substantially all any affiliate thereof. For purposes of its assets up for sale within one (1) year after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event term "RESTRICTED AREA" shall Employee be bound by, mean any state or obligated to enter into, any non-competition provisions referred to in this Section 2(b) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope territory of the non-competition provisions set forth United States in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in the Company or any activity in violation affiliate thereof conducts business or any state or similar subdivision of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) monthsany foreign country.

Non-Competition. During Employee’s employment with The Executive agrees that the Company and for twelve (12) months thereafter, Employee shall Executive will not, during the “Restrictive Period”, as defined below, engage in, or otherwise directly or indirectlyindirectly be employed by, on behalf of Employee or on behalf of act as a consultant or with any other personlender to, enterprise or entitybe a director, in any individual officer, employee, owner, co-venturer, member or representative capacitypartner of, engage or participate in use or expressly permit the Executive’s name to be used by (collectively an “Engagement With”), any business, including entity or organization which has a primary line of business (i.e. representing more than 4.9% of its affiliated Internet entitiesrevenue) involving the sale at retail, that is in competition with the Company whether from store locations, and/or by or any subsidiary or affiliate from direct mail, catalogues and/or websites, of the Company party goods and/or supplies anywhere in the United States (a “Competing Entity”); provided, however, that in each case the provisions of America this Section 8(a) will not be deemed breached merely because the Executive owns not more than five percent (5.0%) of the outstanding common stock of a Competing Entity, if, at the time of its acquisition by the Executive, such stock is listed on a national securities exchange, is reported on NASDAQ, or is regularly traded in the field over-the-counter market by a member of television retailinga national securities exchange; and provided, includingfurther, without limitationhowever, QVCthat, Shop NBC subject to the provisions of Section 8(b), nothing herein shall prevent the Executive from working for a business segment or department of a Competing Entity, or a subsidiary, division or other entity that controls or is controlled by a Competing Entity if (formerly called ValueVision) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectivelyand only if), the “business segment or department of the Competing Companies”Entity for which the Executive provides services, or the subsidiary, division or other entity by which the Executive has an Engagement With (as the case may be). Employee’s obligations under this Section shall continue during , (1) does not itself compete with the Term Company, and for (2) the period after Executive does not provide any services, advice, assistance and/or guidance to any business segment or department, subsidiary, division, or other entity of the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment Competing Entity which competes with the Company. Notwithstanding anything else contained As used in this Section, Employee may own, for investment purposes only, up to five percent Section the “Restrictive Period” shall be (5%i) of the stock of any Competing Company if it period the Executive is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that Company and (1ii) the Company or any period of its subsidiaries or affiliates places, or has placed for it, all or substantially all of its assets up for sale within one (1) year after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all of such assets (whether by sale of assets, equity or otherwise), Employee agrees Executive ceases to be bound byemployed by the Company for any reason, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoingor, in no event shall Employee be bound by, or obligated to enter into, the case of the Executive’s Engagement With any non-competition provisions referred to Competing Entity that operates retail stores which are located in this Section 2(b) which extend beyond twelve (12) months, in each case from any states where the Company has retail stores on the date of termination the Executive’s cessation of Employee’s employment hereunder or whose scope extends employment, the scope period of eighteen (18) months period after the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred Executive ceases to above shall be tolled on a day-for-day basis employed by the Company for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) monthsreason.

Non-Competition. During EmployeeIn consideration of this Agreement, and for other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment with the Company and for twelve a period of (12) twelve months thereafter, Employee Executive shall not, without the prior written consent of the Company, directly or indirectly, on behalf engage in or become associated with a Competitive Activity. For purposes of Employee this Section 2(b), (i) a “Competitive Activity” means any business or on behalf other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Term, provided such business or endeavor is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other person, enterprise or entity, in any individual or representative capacitycapacity with any individual, engage partnership, corporation or participate in any business, including its affiliated Internet entities, other organization that is engaged in competition with the Company or any subsidiary or affiliate of the Company in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Companya Competitive Activity. Notwithstanding anything else contained in this SectionSection 2(b), Employee (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to five percent (5%) of the outstanding capital stock of any Competing Company if it is a publicly-held traded corporation whose engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee Executive is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1iii) the Company or any of its subsidiaries or affiliates places, or has placed for it, all or substantially all of its assets up for sale within one (1) year after termination of Employeeif Executive’s employment hereunder or (2) Employee’s employment is terminated in connection with by the disposition of all Company for any reason other than Executive’s death, Disability or substantially all of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound byCause, or obligated to enter intoby Executive for Good Reason, any non-competition provisions referred to then the restrictions contained in this Section 2(b) which extend beyond twelve shall lapse, and (12iv) months, in each case from Executive shall only be subject to the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to restrictions contained in this Section 2(b) for to the extent the activity that would otherwise be prohibited by this section poses a full twelve (12) monthsreasonable competitive threat to the Company, which determination shall be made by the Company in good faith.

Non-Competition. During EmployeeExecutive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows: a. Executive agrees that during the term of employment and until the first anniversary of the date of termination of Executive’s employment with the Company or any subsidiary of the Company, as the case may be (the “Non-Competition Period”), the Executive will not directly or indirectly, (i) engage in any business that operates quick service restaurants that compete directly with the business of El Pollo Loco, Inc. or its Affiliates in any market in which El Pollo Loco, Inc. or its Affiliates operate restaurants or have targeted operating restaurants at the time of termination of Executive’s employment (a “Competitive Business”), (ii) enter the employ of, or render any services (including in an advisory capacity, consulting capacity, or otherwise) to, any person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, or (iv) interfere with business relationships (whether formed before or after the date of this Agreement) between the Company or any of its Affiliates and for twelve customers, suppliers, partners, members or investors of the Company or its Affiliates. Notwithstanding the foregoing, Executive may, directly or indirectly own, solely as an investment, securities of any person engaged in Competitive Business which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (12i) months thereafteris not a controlling person of, Employee shall or a member of a group which controls, such person and (ii) does not, directly or indirectly, on behalf own 5% or more of Employee any class of securities of such person. b. Executive further agrees that during the Non-Competition Period, Executive will not, directly or on behalf indirectly, (i) solicit or encourage any employee of the Company or with its Affiliates to leave the employment of the Company or its Affiliates, (ii) solicit or encourage any other person, enterprise employee who was employed by the Company or entity, in any individual or representative capacity, engage or participate in any business, including its affiliated Internet entities, that is in competition Affiliates as of the date of Executive’s termination of employment with the Company or any subsidiary or affiliate who left the employment of the Company in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period Affiliates within one year prior to or after the Term set forth above and shall not, for any reason, cease upon termination of EmployeeExecutive’s employment with the Company. Notwithstanding anything else , or (iii) solicit or encourage to cease to work with the Company or its Affiliates any consultant then under contract with the Company or its Affiliates. c. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this SectionSection 8 to be reasonable, Employee if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may ownjudicially determine or indicate to be enforceable. Alternatively, for investment purposes onlyif any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, up and such restriction cannot be amended so as to five percent (5%) make it enforceable, such finding shall not affect the enforceability of any of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used other restrictions contained herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) the Company or any of its subsidiaries or affiliates places, or has placed for it, all or substantially all of its assets up for sale within one (1) year after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to in this Section 2(b) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) months.

Non-Competition. During Employee8.1 The Participant hereby agrees that this Section 8 is reasonable and necessary in order to protect the legitimate business interests and goodwill of the Company, including the Company’s employment trade secrets, valuable confidential business and professional information, substantial relationships with prospective and existing customers and clients, and specialized training provided to the Participant and other employees of the Company. The Participant acknowledges and recognizes the highly competitive nature of the business of the Company and its Affiliates and accordingly agrees that during the term of Participant’s employment and for twelve a period of two (122) months thereafter, Employee shall not, years after the termination thereof (the “Restriction Period”): (a) The Participant will not directly or indirectly, on behalf of Employee or on behalf of or with any other person, enterprise or entity, in any individual or representative capacity, indirectly engage or participate in any business, including its affiliated Internet entities, that is in competition with the Company or any subsidiary or affiliate of the Company in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to five percent (5%) of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) substantially similar to any line of business conducted by the Company or any of its subsidiaries Affiliates, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or affiliates placessales representative, in any geographic region in which the Company or any of its Affiliates conducted business; (b) The Participant will not contact, solicit, perform services for, or has placed for it, all accept business from any customer or substantially all prospective customer of the Company or any of its assets up for sale within one Affiliates; (c) The Participant will not directly or indirectly induce any employee of the Company or any of its Affiliates to: (1) year after termination of Employee’s employment hereunder engage in any activity or conduct which is prohibited pursuant to subparagraph 8.1(a); or (2) Employeeterminate such employee’s employment is terminated with the Company or any of its Affiliates. Moreover, the Participant will not directly or indirectly employ or offer employment (in connection with any business substantially similar to any line of business conducted by the disposition Company or any of all its Affiliates) to any person who was employed by the Company or substantially all any of its Affiliates unless such assets (whether by sale of assets, equity or otherwise), Employee agrees person shall have ceased to be bound byemployed by the Company or any of its Affiliates for a period of at least 12 months; and (d) The Participant will not directly or indirectly assist others in engaging in any of the activities, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummatedwhich are prohibited under subparagraphs (a) — (c) above. Notwithstanding the foregoing, if the Restriction Period set forth herein is shorter in no event duration following Participant’s termination of employment with the Company and its Affiliates than in any other prior Award Agreement, the Restriction Period set forth herein shall Employee be bound bythe Restriction Period for all such prior Award Agreements and related Awards. Similarly, or obligated if the Restriction Period is longer in this Agreement than in prior Award Agreements, the Restriction Period set forth in such prior Award Agreements and related Awards shall be amended hereby and have the same applicable Restriction Period following Participant’s termination of employment with the Company and its Affiliates as set forth herein (and the Participant shall be deemed to enter into, any non-competition provisions referred have consented to such amendment by executing this Agreement). 8.2 It is expressly understood and agreed that although the Participant and the Company consider the restrictions contained in this Section 2(b) which extend beyond twelve (12) months8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in each case from this Agreement is an unenforceable restriction against the date Participant, the provisions of termination this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable against such Participant. Alternatively, if any court of Employee’s employment hereunder or whose scope extends competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the scope enforceability of any of the non-competition provisions other restrictions contained herein. The restrictive covenants set forth in this Section 2(b). The twelve (12) month time period referred to above 8 shall be tolled on a day-for-day basis for each day during which Employee participates extended by any amount of time that the Participant is in any activity in violation breach of this Section 2(b) so such covenants, such that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a Company receives the full twelve (12) monthsbenefit of the time duration set forth above.

Non-Competition. During EmployeeIn consideration of this Agreement, and other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment with the Company hereunder and for a period of twelve (12) months thereafterthereafter (the “Restricted Period”), Employee Executive shall not, without the prior written consent of the Company, directly or indirectly, on behalf engage in or become associated with a Competitive Activity. For purposes of Employee this Section 2(b), (i) a “Competitive Activity” means any business or on behalf other endeavor involving Similar Products if such business or endeavor is in a country (including the United States) in which the Company (or any of its businesses) provides or planned to provide during Executive’s employment hereunder such Similar Products; (ii) “Similar Products” means any products or services that are the same or similar to any of the types of products or services that the Company (or any of its businesses) provides, has provided or planned to provide during Executive’s employment hereunder; and (iii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other person, enterprise or entity, in any individual or representative capacitycapacity with any individual, engage partnership, corporation or participate in any business, including its affiliated Internet entities, other organization that is engaged in competition with the Company or any subsidiary or affiliate of the Company in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”)a Competitive Activity. EmployeeExecutive acknowledges that Executive’s obligations covenants under this Section shall continue 2(b) are a material inducement to the Company’s entering into this Agreement. Further, Executive acknowledges that the restrictions set forth in this provision are reasonable and not greater than necessary to protect and maintain the proprietary and other legitimate business interests of the Company, and that the enforcement of these restrictions would not prevent Executive from earning a livelihood. Notwithstanding the foregoing, Executive may make and retain investments during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may ownRestricted Period, for investment purposes only, up to five in less than one percent (51%) of the outstanding capital stock of any Competing Company if it is a publicly-held traded corporation whose engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee Executive is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending oneExecutive acknowledges that Executive’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) the Company or any of its subsidiaries or affiliates places, or has placed for it, all or substantially all of its assets up for sale within one (1) year after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to in covenants under this Section 2(b) which extend beyond twelve (12) months, in each case from are a material inducement to the date of termination of EmployeeCompany’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in entering into this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) monthsAgreement.

Non-Competition. During Employee’s employment with By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and for further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and ending twelve (12) months thereafterfollowing the date upon which the Executive shall cease to be an employee of the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) (the “Restricted Period”), Employee he shall not directly or indirectly, whether as an owner, partner, stockholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in any element of the Business (other than for the Company or its subsidiaries (or any other entity directly or indirectly controlled by such entities)) or otherwise compete with the Company or its subsidiaries (or any other entity directly or indirectly controlled by such entities), (ii) render any services related to the Business to any person, corporation, partnership or other entity (other than the Company or its subsidiaries (or any other entity directly or indirectly controlled by such entities)) engaged in any element of the Business, or (iii) acquire an interest in any person, corporation, partnership or other entity described in clause (ii) above as a partner, stockholder, principal, agent, employee, consultant or in any other relationship or capacity; provided, however, that, notwithstanding the foregoing, the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (A) such securities are traded on any national securities exchange, (B) the Executive is not a controlling person of, or a member of a group which controls, such entity and (C) the Executive does not, directly or indirectly, on behalf of Employee own 1% or on behalf of or with any other person, enterprise or entity, in any individual or representative capacity, engage or participate in any business, including its affiliated Internet entities, that is in competition with the Company or any subsidiary or affiliate of the Company in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to five percent (5%) of the stock more of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) the Company or any class of its subsidiaries or affiliates places, or has placed for it, all or substantially all of its assets up for sale within one (1) year after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all securities of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummatedentity. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to the covenants contained in this Section 2(b6.1(a) which extend beyond twelve (12) months, shall not apply in each case from the date event of the Executive’s termination of Employee’s employment hereunder upon or whose scope extends after the scope expiration of the nonone-competition provisions set forth year renewal term in this accordance with Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) months1 above.

Non-Competition. During Through the date on which the Employee’s 's employment with the Company and for twelve is terminated (12the "Termination Date") months thereafterand, in the event that the Employee's employment with the Company is terminated other than (i) by the Company pursuant to Sections 9(b) (termination by the Company without Good Cause) or 9(g) (termination by the Company following a Change of Control) or (ii) by the Employee shall pursuant to Sections 9(d) (termination by the Employee following loss of Board seat) or 9(g) (termination by the Employee following a Change of Control), until the Expiration Date, the Employee will not, directly or indirectly, on behalf of Employee engage in the business of, or on behalf of own or with any other person, enterprise or entity, control an interest in any individual or representative capacity, engage or participate in any business, including its affiliated Internet entities, that is in competition with the Company or any subsidiary or affiliate (except as a passive investor owning less than one percent (1%) of the Company equity securities of a publicly-owned company), or act as director, officer or employee of, or consultant to, any individual, partnership, joint venture, corporation or other business entity directly or indirectly engaged anywhere in the United States in any Business (as hereinafter defined) competing with the business then being carried on by the Company or its subsidiaries or contemplated by the Company or its subsidiaries to the extent included within the definition of America in "Business." In the field event any of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Home, as well as any company which subsequently enters the field provisions of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section 5(a) are unenforceable by law, then the restrictions shall continue during the Term be for such period and for the period after the Term set forth above and such geographic area as a court shall not, for any reason, cease upon termination of Employee’s employment with find is necessary to protect the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to five percent (5%) of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) the Company or any of its subsidiaries or affiliates places, or has placed for it, all or substantially all of its assets up for sale within one (1) year after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition The provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to in this Section 2(b) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b5(a) so that Employee is restricted from engaging shall no longer be enforceable in the conduct referred event the Company either files for bankruptcy or other protection from creditors (which filing is not dismissed within 180 days) or advises its shareholders in a press release and in a filing with the Securities and Exchange Commission that it is ceasing to in this Section 2(b) for a full twelve (12) monthsoperate as an ongoing business.

Non-Competition. During EmployeeEach of the Stockholders agrees that (a) for the period commencing at the Closing and expiring on the date that is six months after the first date on which such Stockholder’s employment Voting Percentage is less than 10%, neither such Stockholder nor any of its Controlled Affiliates shall directly engage in the provision to retail mass market customers in the Territory through a terrestrial facilities-based network of Commercial Mobile Radio Services, Broadband Internet Access Service or acting as a Multichannel Video Programming Distributor, in each case as such term is defined by the Federal Communications Commission as of the date of the Business Combination Agreement, including conventional mobile virtual network operator, but in each case excluding the provision of (i) devices, software, apps, advertising and “over-the-top” services on or through mobile, wireless or wired networks, (ii) resale of network services ancillary to providing Internet of Things products or services, including autonomous driving, accident prevention, monitoring and security, smart agriculture, demand forecasting, consumer services, preventative medicine, health monitoring and smart houses and mapping services, and/or (iii) satellite-based services, and (b) in the case of the DT Stockholder, for the period commencing at the Closing and expiring on the first anniversary of the termination of the Trademark License in accordance with its terms and, in the case of the SoftBank Stockholder, at any time after the Closing, manufacture, market or distribute any products or services under, or use in any way, the trademark T-MOBILE in connection with any of the activities described in clause (a) (subject to the exceptions therein), other than by the Company and for twelve (12) months thereafter, Employee shall not, directly or indirectly, on behalf of Employee or on behalf of or with any other person, enterprise or entity, its Affiliates in any individual or representative capacity, engage or participate in any business, including its affiliated Internet entities, that is in competition accordance with the Company or any subsidiary or affiliate terms of the Company in the United States Trademark License (each of America in the field of television retailing(a) and (b), including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the a “Competing CompaniesBusiness”). Employee’s obligations under this Section shall continue Each of the Stockholders further agrees that, during the Term and for the applicable period after the Term set forth above and shall notin clause (a) or (b), for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to five percent (5%) of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is will not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect acquire an interest in any business or enterprise, (whether as a stockholder, member or partner, officer, director, employee, consultant or otherwise. In but in each case excluding any such interest not exceeding 10% of the event that (1) the Company voting equity of a Person engaged in a Competing Business or any of its subsidiaries or affiliates places, or has placed such interests in a Person engaged in a Competing Business if the aggregate purchase price for it, all or substantially all of its assets up for sale within one (1) year after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all of such assets (whether by sale of assets, equity or otherwiseinterests is less than $50,000,000), Employee agrees or manage, operate, or control, or act as or have the right to appoint a director of, any Person engaged in a Competing Business (other than the Company and its Subsidiaries) (it being understood that no ownership permitted by this sentence shall be considered to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions a breach of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to in this Section 2(b) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation other part of this Section 2(b) so that Employee is restricted from engaging in 6.1). If the conduct referred to in final judgment of a court of competent jurisdiction declares any term or provision of this Section 2(b) for 6.1 invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability shall have the power to and shall reform this Section 6.1 to reduce the time, geographic area and/or scope of activity, to delete specific words or phrases, and/or to replace any invalid or unenforceable term or provision with a full twelve (12) monthsterm or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified.

Non-Competition. During Employee’s employment with the Company and for twelve (12) months thereafter, Employee shall not, directly or indirectly, on behalf of Employee or on behalf of or with any other person, enterprise or entity, in any individual or representative capacity, engage or participate in any business, including its affiliated Internet entities, that is in competition with the Company or any subsidiary or affiliate of the Company in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at HomeWorld Shopping Source (aka WSS), or Jewelry Television, aka America’s Collectibles Network, Inc., or ACNTV, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to five percent (5%) of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) the Company or any of its subsidiaries or affiliates places, or has placed for it, all or substantially all of its assets up for sale within one (1) year after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to in this Section 2(b) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) months.

Non-Competition. During 4.1. Both Company and Employee acknowledge Employee’s employment with 's right for freedom of occupation whilst protecting the Company's legitimate interests. Therefore Employee agrees and undertakes that, so long as Employee is employed by the Company and for a period of twelve (12) months thereafterfollowing termination of Employee's employment for whatever reason, Employee shall will not, directly or indirectly, on behalf of Employee as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor or on behalf of or with any other person, enterprise or entity, in any individual capacity whatsoever engage in, become financially interested in, be employed by, or representative capacityotherwise render services to, engage any business or participate venture that is engaged in any businessactivities involving products, including its affiliated Internet entitiesinformation, processes, technology or equipment that is in competition with are or could reasonably and imminently be competitive to those of the Company or any subsidiary of its subsidiaries or affiliate affiliates; provided, however, that Employee may own any securities of the Company any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, and so long as Employee has no role in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Home, publicly owned and traded company as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to five percent (5%) of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) the Company or any of its subsidiaries or affiliates places, or has placed for it, all or substantially all of its assets up for sale within one (1) year after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement understand that his Salary (set forth in Exhibit A) includes adequate compensation for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to his undertakings in this Section 2(b4.1 and is about 20% higher than it would have been should the Employee had not taken said undertakings. 4.2. Employee agrees and undertakes that during the period of Employee's employment and for a period of twenty four (24) months following termination, Employee will not, directly or indirectly, including personally or in any business in which extend beyond twelve Employee is an officer, director or shareholder, for any purpose or in any place, solicit for employment or employ any person employed by the Company (12or retained by the Company as a consultant, if such consultant is prevented thereby from continuing to render its services to the Company) months, in each case from on the date of such termination of Employee’s employment hereunder or whose scope extends during the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full preceding twelve (12) months. 4.3. If any one or more of the terms contained in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable Israeli law.

Non-Competition. During Employee’s employment with (i) In order to protect the Company legitimate business interest of the Buyer Group and its Affiliates, and in consideration for twelve the good and valuable consideration directly or indirectly offered to each Seller and Seller Owner, during the Restricted Period, each Seller (12other than Vulcan and the Trident Sellers) months thereafter, Employee and Seller Owner shall not, directly or indirectly, on behalf of Employee for himself or on behalf of or in conjunction with any other Person, whether as an agent, employee, partner, joint venturer, investor or otherwise, engage in any Competitive Activity (as defined below), or own any interest in (other than through the passive ownership of less than 2% of the outstanding shares of any class of capital stock of a corporation which is publicly traded on a national securities exchange) any Competitive Enterprise (as defined below) anywhere in the world. (ii) For purposes of this Section 6.18, “Competitive Activity” shall mean the Seller or the Seller Owner, directly or indirectly, for himself or for any other person, enterprise (A) accepting investment capital from any source for purposes of managing such capital in accordance with investment strategies, trading strategies or entityany other business activities identical or similar to any of those engaged in by the Buyer Group and its Affiliates (other than in such Seller’s or Seller Owner’s capacity as a member or employee of the Buyer Group or its Affiliates), including but not limited to private equity, buyout, lending, debt, small business investment, in any individual or representative capacity, engage or participate in any business, including its affiliated Internet entities, that is in competition each case consistent with the Company investment strategies managed by the Buyer Group or any subsidiary or affiliate its Affiliates as of the Company in the United States date of America in the field of television retailingthis Agreement, including, without limitation, QVC, Shop NBC (formerly called ValueVisionB) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business providing services (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to five percent (5%) of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partneran employee, officer, director, employeemember, consultant consultant, or otherwise. In the event that ) or owning an equity interest in any Competitive Enterprise (1) the Company or any of its subsidiaries or affiliates places, or has placed for it, all or substantially all of its assets up for sale within one (1) year after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all of such assets (whether by sale of assets, equity or otherwisedefined below), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, ; provided that the purchase and sale agreement passive ownership by a Seller or Seller Owner of not more than two percent (2%) of the outstanding shares of any class of capital stock of a corporation which is negotiated publicly traded on a national securities exchange will not be deemed to be a Competitive Activity, so long as such Seller or Seller Owner is not otherwise participating in good faith the business of such corporation and/or (C) directly or indirectly, in any capacity, interfering, or attempting to interfere, with customary terms and provisions the relationship between a Buyer Group Investor and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, Buyer Group or obligated to enter into, any non-competition provisions referred to in this Section 2(b) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) monthsits Affiliates.

Non-Competition. During Employee’s The Employee shall not, during the period (the “Restricted Period”) from the date hereof until the later of one year after the termination of his employment with the Company or the third anniversary of the Closing date (as defined in the Asset Purchase Agreement dated September 10, 2007 by and among the Company, Employee and other parties set forth on the signatory page thereto (the “APA”)): i) Without the prior written consent of the Company (A) directly or indirectly acquire or own in any manner any interest (whether through a debt or equity instrument) in any person, firm, partnership, corporation, association or other entity (including the Company) which engages or plans to engage in any facet of the Business or which competes or plans to compete in any way with the Company or any of its subsidiaries or Affiliates anywhere with the Territory. Territory means any state (including the District of Columbia), territory or possession of the United States within which the Company presently or hereafter does business or within a 50-mile radius of any of the Owned Premises, Owned Real Estate, Real Property and/or Leased Premises (as defined in the APA), (B) be employed by or serve as an employee, agent, officer, director of, or as a consultant to, any person, firm, partnership, corporation, association or other entity which engages or plans to engage in any facet of the Business in which the Company now or hereafter engages or which competes or plans to compete in any way with the Company or any of its subsidiaries or Affiliates within the Territory, or (C) utilize his special knowledge of the business of each Seller or the Company and his relationship with customers, suppliers and others to compete with Company and/or its Affiliates in any business which engages or plans to engage in any facet of the Business in which the Company now or hereafter engages or which competes or plans to compete in any way with the Company or any of its subsidiaries or Affiliates within the Territory; provided, however, that nothing herein shall be deemed to prevent either Employee from (x) acquiring through market purchases and owning, solely as a passive investment, less than one percent in the aggregate of the equity securities of any class of any issuer whose shares are registered under §12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and are listed or admitted for twelve trading on any United States national securities exchange or are quoted on the National Association of Securities Dealers Automated Quotation System, or any similar system of automated dissemination of quotations of securities prices in common use, so long as Employee is not a member of any “control group” (12within the meaning of the rules and regulations of the United States Securities and Exchange Commission) months thereafterof any such issuer. Employee acknowledges and agrees that the covenants provided for in this Section are reasonable and necessary in terms of time, area and line of business to protect the trade secrets of the Company. Employee further acknowledges and agrees that such covenants are reasonable and necessary in terms of time, area and line of business to protect the Company’s legitimate business interests, which include its interests in protecting the Company’s (i) valuable confidential business information, (ii) substantial relationships with customers, and (iii) customer goodwill associated with the ongoing Business. Employee hereby expressly authorizes the enforcement of the covenants provided for in this Section by (A) the Company and its subsidiaries, (B) the Company’s permitted assigns, and (C) any successors to the Company’s business. To the extent that the covenants provided for in this Section may later be deemed by a court to be too broad to be enforced with respect to its duration or with respect to any particular activity or geographic area, the court making such determination shall have the power to reduce the duration or scope of the provision, and to add or delete specific words or phrases to or from the provision. The provision as modified shall then be enforced. ii) The Employee shall not, directly or indirectly, on behalf of Employee for himself or on behalf of or with for any other person, enterprise firm, corporation, partnership, association or entityother entity (including the Company), (A) solicit any of the Sellers’ employees employed in the Business, (B) call on or solicit any of the actual customers or clients of the Business, nor shall Employee make known the names and addresses of such customers or any information relating in any individual manner to the Company’s or representative capacitythe Sellers’ trade or business relationships with such customers, engage or participate (C) in any businessmanner, including its affiliated Internet entitiesdirectly or indirectly, that is in competition attempt to seek to cause any entity to refrain from dealing or doing business with the Company or assist any subsidiary entity in doing so or affiliate of the Company in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up attempting to five percent (5%) of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) the Company or any of its subsidiaries or affiliates places, or has placed for it, all or substantially all of its assets up for sale within one (1) year after termination of Employee’s employment hereunder do so or (2D) Employee’s employment is terminated in connection with the disposition employ any employees of all or substantially all of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to in this Section 2(b) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) monthsCompany.

Non-Competition. During Employee’s employment with For so long as a Principal Investor or any member of its Principal Investor Group (x) has the right to designate a director pursuant to Section 2.1(a), (y) actually designates a board observer as permitted pursuant to Section 2.1(f) or (z) elects to continue to receive any Information from the Company or its Subsidiaries pursuant to Section 2.8, such Principal Investor, its Affiliates, its Affiliate Co-investors and for twelve (12) months thereafterits Co-investment Vehicles shall not directly or indirectly through one or more Affiliates own, Employee manage, operate, control or participate in the ownership, management, operation or control of any Competitor; provided that nothing in this Section 2.7 shall notprohibit any Principal Investor, its Controlled Affiliates, Affiliate Co-investors or Co-investment Vehicles from acquiring or owning, directly or indirectly, on behalf : (a) up to 5% of Employee or on behalf the aggregate voting securities of or with any other person, enterprise or entity, in any individual or representative capacity, engage or participate in any business, including its affiliated Internet entities, Competitor (i) that is in competition with the Company a publicly traded Person or any subsidiary or affiliate of the Company in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVisionii) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to five percent (5%) of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee that is not otherwise affiliated with or participating in such corporation. As used hereina publicly traded Person; provided that neither the Principal Investor, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) the Company or nor any of its subsidiaries Controlled Affiliates, Affiliate Co-investors or affiliates placesCo-investment Vehicles, directly or has placed for itindirectly through one or more Affiliates, all designates a member of the board of directors (or substantially all similar body) of such Competitor or its assets up for sale within one Affiliates or is granted any other governance rights with respect to such Competitor or its Affiliates (1) year after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated other than customary governance rights granted in connection with the disposition ownership of debt securities); (b) any non-convertible debt securities of any Competitor; (c) any securities of any Competitor as defined in clause (b) of the definition of Competitor, so long as such Person’s rental activities are limited in all material respects to equipment manufactured or assembled by such Person or its Affiliates; (d) any securities of any Competitor, so long as (i) such Person’s annual revenue derived from rental operations that qualify such Person as a Competitor are limited to no more than 25% of total annual revenue of such Person on a consolidated basis and (ii) such rental operations of such Person are divested within 12 months of being acquired; or (e) any securities of any Person that is a Competitor, substantially all of whose operations are conducted outside of North America and Europe; provided that prior to any Principal Investor or its Controlled Affiliates, Affiliate Co-investors or Co-investment Vehicles acquiring or owning such assets securities, such potential purchaser shall have given written notice to the Company, in reasonable detail, of the opportunity to acquire such securities and of such potential purchaser’s good faith interest in pursuing the opportunity, and the Company shall not have, within 10 Business Days of receipt of such notice, notified such potential purchaser of its good faith interest in pursuing such opportunity on behalf of itself or one or more of the Company’s Subsidiaries. If such a notice of interest has been timely delivered, the Board shall give written notice to the potential purchaser if the Company subsequently determines not to continue to pursue such opportunity, in which case the foregoing proviso shall cease to apply with respect to such opportunity. Nothing in this Section 2.7 shall prohibit ▇▇▇▇▇▇▇ ▇▇▇▇▇ Global Partners, Inc. (whether by sale of assets“MLGP”) or its Affiliates from engaging in trading, equity or otherwiseasset management (including proprietary trading and hedge fund and similar activities), Employee agrees to be bound byfinancial advisory, and to execute such additional instruments lending or other applicable financial services activities in its ordinary course of business so long as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions no confidential information relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter intoCompany, any non-competition provisions referred to in this Section 2(b) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation Company’s Subsidiaries or the acquisition of this Section 2(b) so that Employee Hertz is restricted from engaging used in the conduct referred to in this Section 2(b) for a full twelve (12) monthscourse of such activity.

Non-Competition. During Employee’s employment (a) From the date this Agreement becomes effective until the two-year anniversary of the earlier of (1) the Non-Control Date and (2) the one year anniversary of the Less than Majority Holder Date, NAB shall not, and shall cause its Subsidiaries not to: (i) control, for purposes of the BHC Act, a bank for purposes of the BHC Act or an insured institution for purposes of the BHC Act, having a main office or one or more branches in any of the Company States (a “Competing Branch Bank”); or (ii) own, manage or operate, or participate in the ownership, management or operation of, any business principally engaged in making (A) consumer loans to individuals or households located in the Company States or (B) loans to businesses located in the Company States with total annual revenues of less than $250,000,000 (any such business, a “Competing Lending Business,” and either a Competing Branch Bank or Competing Lending Business, a “Competing Business”). (b) Notwithstanding anything in Section 6.8(a) to the contrary, NAB and its Affiliates shall not be prohibited or prevented from: (i) owning, managing or operating, or participating in the ownership, management or operation of, the Company and for twelve its Subsidiaries; (12ii) months thereafteroperating any business or engaging in any activity conducted by the New York Branch of NAB during the five years preceding the date hereof; (iii) owning, Employee shall notmanaging or operating, or participating in the ownership, management or operation of, any Competing Branch Bank with its main office and all of its branches solely outside the Company States; (iv) performing any act or conducting any business expressly required by any agreement related to the IPO; (v) acquiring the capital stock or other equity interests of a Person engaged in a Competing Business that would otherwise constitute an exempt investment under Section (4)(c)(6) of the BHC Act; (vi) making any investment (or engaging in an activity related thereto) in a fiduciary, custodial or agency capacity and carried out, either directly or indirectly, on behalf of Employee clients or on behalf of or with any other person, enterprise or entity, third party beneficiaries; (vii) engaging in any individual investment management or representative capacity, engage asset management activity or participate in any businessactivity related to the provision of asset management or investment management services, including its affiliated Internet entities, that is in competition with those activities and services involving the Company use of mutual funds or private funds; (viii) providing any subsidiary or affiliate products and services as part of the Company conduct of MLC Limited and its Subsidiaries substantially as comparable businesses are conducted in the United States States; (ix) owning or affiliating with, or conducting any other activity prohibited under Section 6.8(a) with respect to, a person that conducts, either directly or indirectly, a Competing Business and that prior to the consummation of America the transactions referred to in clause (A) or (B) below was not an Affiliate of NAB or any of its Affiliates (any such person, together with all of its Affiliates, a “Competing Person”) if such ownership, affiliation or other activity is the result of (A) any merger, consolidation, share exchange, sale or purchase of assets, scheme of arrangement or similar business combination involving NAB or any of its Affiliates with any Competing Person or (B) the acquisition of any Competing Person or any interests in or securities of any Competing Person by NAB or any of its Affiliates, if, in the field case of television retailing, including, without limitation, QVC, Shop NBC either (formerly called ValueVisionA) or Shop at Home(B), no more than 50% of the total consolidated revenues (including as well as revenues net interest income revenues with respect to a lending business) of such Competing Person in the calendar year prior to such ownership, affiliation or other activity relates to a Competing Business operated in the Company States; (x) acquiring any company which subsequently enters equity securities or other assets in satisfaction of a debt previously contracted in a distressed or troubled situation; (xi) making loans or providing other services to businesses that own, manage or operate, or that participate in the field ownership, management or operation of, a Competing Business; or (xii) acting in the ordinary course of television retailing as its primary business their respective businesses, including without limitation dealing in any securities and acting in the course of trading, dealing, broking, margin lending, custodial, life insurance, funds management, investment planning, advisory services, derivatives issuance and risk management and investment banking. (collectivelyc) From the date this Agreement becomes effective until the two-year anniversary of the earlier of (1) the Non-Control Date and (2) the one year anniversary of the Less than Majority Holder Date, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and NAB shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to five percent (5%) of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is shall cause its Subsidiaries not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant directly or advisor to, being employed by indirectly solicit for employment or acquiring any direct similar arrangement or indirect interest in hire any business officer or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) employee of the Company or any of its subsidiaries Subsidiaries; provided, however, that this Section 6.8(c) shall not apply to (i) any Person no longer employed by the Company or affiliates places, or has placed for it, all or substantially all any of its assets up Subsidiaries, (ii) any general solicitations for sale within one employment through advertisements or other means not targeted at officers or employees of the Company or any of its Subsidiaries (1) year after termination and the hiring of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all of any Persons identified by such assets (whether by sale of assets, equity or otherwisegeneral solicitations), Employee agrees to be bound by, and to execute (iii) any Person who independently approaches NAB or any of its Subsidiaries where neither NAB nor any of its Subsidiaries had solicited such additional instruments as may be necessary Person for employment or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without similar arrangement in any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to in manner prohibited by this Section 2(b6.8(c). (d) which extend beyond twelve NAB agrees that (12i) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions if any restraint set forth in this Section 2(b). The twelve 6.8 is unenforceable, illegal or void, that restraint is severed and the other restraints remain in force, (12ii) month if any restraint set forth in this Section 6.8 is void for being unreasonable, or would be reasonable if part of the wording was deleted or the period of time period referred was reduced, the restraints will apply with the modifications necessary to above shall make them reasonable, (iii) each of the restraints set forth in this Section 6.8 goes no further than is reasonably necessary to protect the Company’s corporate legitimate business interests, (iv) adequate and sufficient consideration has been received for the restraints set forth in this Section 6.8, (v) compliance with this Section 6.8 will not result in severe economic hardship for NAB, (vi) any breach by NAB of the restraints in Section 6.8 would lead to substantial loss to the Company and that the Company would not have entered into this Agreement if NAB did not agree to this Section 6.8, and (vii) nothing in this Section 6.8 will be tolled on a day-for-day basis construed as preventing the Company from pursuing any and all remedies available to it for each day during which Employee participates in any activity in violation the breach or threatened breach of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) months6.8, including recovery of money damages or temporary or permanent injunctive relief.

Non-Competition. During Employee’s (a) Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows: (i) Executive will not, within the period during which the Award remains unvested following the termination of his employment with the Company for any reason (the “Post-Termination Period”) or during Executive’s employment (collectively with the Post-Termination Period, the “Restricted Period”), accept an employment or consulting relationship (or own or have any financial interest in), directly or indirectly, with any entity engaged in the business of providing [Command, Control, Communications, Computers, Intelligence, Surveillance and for twelve Reconnaissance (12C4ISR) months thereafterrelated products and systems and information and technical services to military, Employee shall government and commercial customers within the United States]. Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (i) is not a controlling person of, or a member of a group which controls, such person and (ii) does not, directly or indirectly, on behalf own 5% or more of Employee or on behalf any class of or with any other person, enterprise or entity, in any individual or representative capacity, engage or participate in any business, including its affiliated Internet entities, securities of such Person. (b) It is expressly understood and agreed that is in competition with although Executive and the Company or any subsidiary or affiliate of consider the Company in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else restrictions contained in this SectionAppendix B to be reasonable, Employee if a final judicial determination is made by a court of competent jurisdiction, that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may ownjudicially determine or indicate to be enforceable. Alternatively, for investment purposes onlyif any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, up and such restriction cannot be amended so as to five percent (5%) make it enforceable, such finding shall not affect the enforceability of any of the stock other restrictions contained herein. (c) The period of time during which the provisions of this Appendix B shall be in effect shall be extended by the length of time during which Executive is in breach of the terms hereof as determined by any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or court of competent jurisdiction on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending oneCompany’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) the Company or any of its subsidiaries or affiliates places, or has placed application for it, all or substantially all of its assets up for sale within one (1) year after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to in this Section 2(b) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) monthsinjunctive relief.

Non-Competition. During Employee’s employment Except as expressly permitted herein, effective as of the Effective Time Executive agrees that he shall not, until 11:59 p.m. on the second anniversary of the Effective time: (i) directly or indirectly own, engage in, manage, operate, join, control, or participate in the ownership, management, operation, or control of, or be connected as a stockholder, director, officer, employee, agent, partner, joint venturer, member, beneficiary, or otherwise with, any corporation, limited liability company, partnership, sole proprietorship, association, business, trust, or other organization, entity or individual which in any way competes with the Company and for twelve or any of its Subsidiaries in the business of manufacturing, marketing or distributing wood or vinyl windows or doors or vinyl siding or in any other material business activity that the Company or any of its Subsidiaries is conducting as of the date of this Agreement (12a "Competing Business") months thereafterin the United States; PROVIDED, Employee shall HOWEVER, that the Executive may own, directly or indirectly, securities of any entity traded on any national securities exchange or listed on the National Association of Securities Dealers Automated Quotation System that is a Competing Business if Executive does not, directly or indirectly, on behalf own 10% or more of Employee any class of equity securities, or on behalf securities convertible into or exercisable or exchangeable for 10% or more of any class of equity securities, of such entity; (ii) during the term of non-competition, use Executive's access to, knowledge of, or with application of Confidential Information and Trade Secrets to perform any other personmaterial duty for any Competing Business; it being understood and agreed to that this clause (ii) shall be in addition to and not be construed as a limitation upon the covenants in clause (i) hereof; (iii) directly or indirectly aid, enterprise abet, or entityotherwise assist in a material way any individual, in any individual or representative capacity, engage or participate in any business, including its affiliated Internet entities, or other organization or entity that is in competition with the Company or any subsidiary or affiliate of the Company a Competing Business in the United States States; (iv) directly or indirectly request or advise any present or future customers or suppliers of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to five percent (5%) of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) the Company or any of its subsidiaries Subsidiaries to cancel any contracts with the Company or affiliates placesany of its Subsidiaries or curtail their dealings with the Company or any of its Subsidiaries; (v) directly or indirectly request or advise any present or future service provider or financial resource of the Company or any of its Subsidiaries to withdraw, curtail, or has placed for it, all cancel the furnishing of such service or substantially all resource to the Company or any of its assets up for sale within one Subsidiaries; or (1vi) year after termination of Employee’s employment hereunder directly or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all of such assets (whether by sale of assetsindirectly hire, equity or otherwise), Employee agrees attempt to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound byhire, or obligated contact or solicit with respect to enter into, hiring any non-competition provisions referred to in this Section 2(b) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope then significant employee of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred Company or any of its Subsidiaries, or otherwise induce or attempt to above shall be tolled on a day-for-day basis for each day during which Employee participates in influence any activity in violation employee of this Section 2(b) so that Employee is restricted from engaging in the conduct referred Company to in this Section 2(b) for a full twelve (12) monthsterminate his or her employment.

Non-Competition. During Employee’s In connection with the acquisition of the Company by Parent pursuant to the terms of the Merger Agreement, the Covenantee hereby agrees that during the period commencing on the date hereof and ending on the second anniversary of the date on which the Covenantee's employment with the Company Parent and its subsidiaries and affiliates terminates for twelve any reason (12) months thereafterthe "Non-Compete Period"), Employee shall he will not, without the express written consent of the Parent, directly or indirectly, on behalf anywhere in the United States or Canada, engage in any activity which is, or participate or invest in, or provide or facilitate the provision of Employee financing to, or on behalf of assist (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or with consultant, or in any other personcapacity), enterprise or entity, in any individual or representative capacity, engage or participate in any business, including its affiliated Internet entities, that is in competition with organization or person other than the Company Parent (or any subsidiary or affiliate of the Company in Parent), whose business, activities, products or services are directly competitive with any of the United States of America in business, activities, products or services conducted by the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Home, as well as any company which subsequently enters Parent on the field of television retailing as its primary business (collectively, date the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s Covenantee's employment with the CompanyParent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes of this Section 2(a), the Parent's "Field of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything else contained in this SectionSection 2(a) to the contrary, Employee the Covenantee shall not be prohibited from participating, directly or indirectly, in any activity or business (i) with Internet operations outside the health care fields, including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that is not a Competitive Business; or (ii) related to health care services, other than on-line or Internet-based or related businesses. Notwithstanding anything herein to the contrary, the Covenantee may own, for make passive investments in any enterprise the shares of which are publicly traded if such investment purposes only, up to constitutes less than five percent (5%) of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) the Company or any of its subsidiaries or affiliates places, or has placed for it, all or substantially all of its assets up for sale within one (1) year after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all equity of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to in this Section 2(b) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) monthsenterprise.

Non-Competition. During Employee’s employment with WHL shall not, and shall not permit any of its subsidiaries, for so long as it or any of its subsidiaries is the Advisor (as defined in the Advisory Agreement, dated July 1, 1996, as amended, between the Company and for twelve the Advisor) and the Manager (12as defined in the Management Agreements, dated July 1, 1996, as amended, between the Company, the Manager and the Centers) months thereafter, Employee shall notof the Centers, directly or indirectly, on behalf of Employee to acquire any ownership interest in shopping center properties or on behalf of or with any other person, enterprise or entity, in any individual or representative capacity, engage or participate in any business, including its affiliated Internet entities, that is in competition with the Company or any subsidiary or affiliate of the Company power centers in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVisiona "Competitive Business") or Shop at Homeown an interest in, as well as a partner, member, stockholder, co-venturer or otherwise, any company which subsequently enters the field of television retailing as its primary business (collectivelycorporation, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall notcompany, for partnership, firm, association, enterprise or other entity that owns any reasonownership interest in a Competitive Business, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else PROVIDED that nothing contained in this Section, Employee may own, for investment purposes only, up to five percent (5%) of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange Section 4 shall prohibit or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) the Company restrain WHL or any of its subsidiaries or affiliates placesAffiliates from (a) owning the interests it currently holds in Garden State Plaza, (b) acquiring shares of capital stock or has placed for it, all other equity interests in any entity where such shares or substantially all interests represent a minority interest of its assets up for sale within one (1) year after termination of Employee’s employment hereunder 5% or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all less of such assets entity's outstanding capital stock or equity interests, PROVIDED that such entity is not controlled by WHL or any such subsidiary and employees of the Westfield Group do not serve as an executive officer, director, manager or advisor to such entity, (whether by sale of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions c) acquiring indebtedness of any non-competition provisions person, (d) acquiring by asset purchase, stock purchase, merger, consolidation or otherwise of any corporation, partnership or other business entity partially engaged in the Competitive Business, PROVIDED that such activities relating to the purchase and sale agreement for Competitive Business do not exceed 5% of the revenues or net equity of such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound byentity or such entity disposes of such Competitive Business within one year of such acquisition, or obligated to enter into, (e) acquiring any non-competition provisions referred to interest in this Section 2(b) which extend beyond twelve (12) months, in each case from airport projects or the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) monthsretail portions thereof.

Non-Competition. During Employee’s At all times while the Executive is employed by the Company and for a twelve (12) month period after the termination of the Executive's employment with the Company and for twelve (12) months thereafterany reason, Employee the Executive shall not, directly or indirectly, on behalf of Employee engage in or on behalf of or with have any other person, enterprise or entity, in any individual or representative capacity, engage or participate in any business, including its affiliated Internet entities, that is in competition with the Company or any subsidiary or affiliate of the Company in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to five percent (5%) of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any sole proprietorship, partnership, corporation or business or enterprise, any other person or entity (whether as a stockholder, partneran employee, officer, director, employeepartner, agent, security holder, creditor, consultant or otherwise) that directly or indirectly (or through any affiliated entity) engages in a Competitive Business; provided that such provision shall not apply to the Executive's ownership of Common Stock of the Company or the acquisition by the Executive, solely as an investment, of securities of any issuer that is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System, or any similar system or automated dissemination of quotations of securities prices in common use, so long as the Executive does not control, acquire a controlling interest in or become a member of a group which exercises direct or indirect control or, more than five percent of any class of capital stock of such corporation. In For these purposes, "Competitive Business" shall mean the event marketing of any Restricted Product to any Restricted Class of Accounts. For purposes of this Agreement, "Restricted Product" means butter toffees, tea biscuits, wafers or any item from which the Company derives more than thirty percent (30%) of its net sales, as defined in Section 3.1 hereof, for any fiscal year of the Company during the term of this Agreement. For purposes of this Agreement, "Restricted Class of Accounts" shall mean, with respect to any Restricted Product, any of the following classes of accounts if more than thirty percent (30%) of the Company's net sales from the Restricted Product for any fiscal year during the term of this Agreement are derived from sales to that class of account: (1) the Company or any of its subsidiaries or affiliates places, or has placed for it, all or substantially all of its assets up for sale within one (1) year after termination of Employee’s employment hereunder or mass merchandisers; (2) Employee’s employment is terminated in connection with the disposition of all or substantially all of such assets dollar stores; (whether by sale of assets, equity or otherwise3) groceries; (4) grocery wholesalers; (5) candy and tobacco jobbers; (6) gift baskets; (7) specialty food distributors; (8) food distributors; (9) vending operators; and (10), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to in this Section 2(b) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) months.

Non-Competition. During In consideration for, among other things, the Company's agreements herein and the Company's and its Subsidiaries' agreements in the Merger Agreement, and recognizing the Employee’s employment with 's status as an Investor in the Company pursuant to the Investment Agreement and for twelve (12) months thereafter, Employee shall not, directly or indirectly, on behalf of Employee or on behalf of or with any other person, enterprise or entity, in any individual or representative capacity, engage or participate in any business, including its affiliated Internet entities, that is in competition with the Company or any subsidiary or affiliate as a stockholder of the Company in Company, the United States Employee hereby agrees that, during any period during which the Employee is employed by the Company, the period of America in one year following the field date of television retailingthe Employee's Termination upon Retirement, and/or any period during which the Employee is receiving any compensation pursuant to this Agreement, including, without limitation, QVCcompensation pursuant to Section 5(a) and 5(b) hereof during the Initial Severance Period, Shop NBC the Additional Severance Period, if any, and any other period during which payments are being made to the Employee pursuant to and in accordance with such Sections 5(a) and 5(b), and, if the Employee's employment with the Company terminates pursuant to Section 4(b) (formerly called ValueVisionby the Company for Cause) or Shop at HomeSection 4(e) (by the Employee without Good Reason) hereof, as well as then also during the longer of (i) the period of one year commencing on the date of such Termination of Employment, and (ii) the period of two years from the Closing Date, all of which applicable periods shall automatically be extended by a period of time equal to any company period in which subsequently enters the field Employee is in breach of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s any obligations under this Section 8 (all of which applicable periods, including any such extension, the "Restricted Period"), the Employee shall continue during the Term and for the period after the Term set forth above and shall notnot ---------- ------ engage, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to five percent directly or indirectly (5%) of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether except as a stockholder, partnerdirector, officer, and/or employee of the Company and/or any of its Subsidiaries), as a proprietor, equityholder, investor (except as a passive investor holding not more than 3% of the outstanding capital stock of a publicly held company), lender, partner, director, officer, employee, consultant consultant, or otherwise. In representative, or in any other capacity: (A) in the event manufacture of folding cartons or sleeves manufactured, at least in part, of rigid plastic, (B) the manufacture, design, printing or production of specialty packaging products for use in the cosmetics, entertainment (including recorded music, video, software, multimedia and electronic gaming) or tobacco markets, in each case anywhere in the world (the Employee hereby acknowledging that the Company and its Subsidiaries do such business worldwide), or (1C) in any other business which the Company or any of its subsidiaries Subsidiaries may conduct at any time during the period of the Employee's employment hereunder, anywhere that the Company or affiliates places, or has placed for it, all or substantially all of any its assets up for sale within one (1) year after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with Subsidiaries may conduct such business at any time during the disposition of all or substantially all term of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to in this Section 2(b) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) monthsobligations.

Non-Competition. During The Employee acknowledges that the Employee (a) will perform services of a unique nature for the Company Group that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company Group, (b) will have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company Group, (c) would inevitably use or disclose such Confidential Information in the course of the Employee’s employment with by a competitor, (d) will have access to the customers of the Company Group, (e) will receive specialized training from the Company Group, and (f) will generate goodwill for the Company Group in the course of the Employee’s employment. Accordingly, during the Employment Term and for twelve (12) a period of 12 months immediately thereafter, the Employee shall agrees that the Employee will not, directly or indirectly, on behalf of Employee other than through the Company, engage or on behalf of participate (or with any other person, enterprise prepare to engage or entityparticipate), in any manner, whether directly or indirectly through an employee, employer, consultant, agent, principal, partner, more than 1% shareholder, officer, director, licensor, lender, lessor or in any other individual or representative capacity, engage or participate in any business, including its affiliated Internet entities, that business or activity which is in competition with the Company or any subsidiary or affiliate business of the Company Group in the United States leasing, acquiring, exploring or producing hydrocarbons and related products within the boundaries of, or within a ten-mile radius of America in the field boundaries of, any mineral property interest of television retailing, any member of the Company Group (including, without limitation, QVCa mineral lease, Shop NBC overriding royalty interest, production payment, net profits interest, mineral fee interest or option or right to acquire any of the foregoing, or an area of mutual interest as designated pursuant to contractual agreements between any member of the Company Group and any third party), or any other property on which any of the Company Group has an option, right, license or authority to conduct or direct exploratory activities, such as three-dimensional seismic acquisition or other seismic, geophysical and geochemical activities (formerly called ValueVision) or Shop at Homebut not including any preliminary geological mapping), provided that the foregoing will not restrict the Employee from obtaining post-termination employment with an entity that only has de minimis operations in the restricted territory (as well as any company which subsequently enters determined by the field of television retailing as its primary business (collectivelyBoard in good faith); provided that, the “Competing Companies”). Employee’s obligations under this Section shall continue during 7.4 will not preclude the Term Employee from making passive investments in securities of oil and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to five percent (5%) of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed gas companies which are registered on a national stock exchange or on exchange, if (i) the NASDAQ National Market System aggregate amount owned by the Employee and Employee’s spouse and children, if Employee is any, does not otherwise affiliated with or participating exceed 1% of such company’s outstanding securities, and (ii) the aggregate amount invested in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed investments by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) the Company or any of its subsidiaries or affiliates places, or has placed for it, all or substantially all of its assets up for sale within one (1) year after termination of Employee and Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound by, spouse and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to in this Section 2(b) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) monthschildren does not exceed $1,000,000.

Non-Competition. During Employeethe Employment Period and after termination of Executive’s employment with hereunder, whether or not such termination is without Cause or for Good Reason, Executive shall not be involved in the Company and Restricted Business Activities, as defined below, for the period ending twelve (12) months thereafterafter the date of termination of Executive’s employment (the “Non-compete Period”) provided that the Company has not otherwise breached its obligations under the Agreement. As used in this Agreement, Employee the term “Restricted Business Activities” shall mean any business which markets and sells to customers of a class or category to which FGX Holdings or any of its subsidiaries, markets and sells at the time Executive’s employment terminated products or services marketed and sold by FGX Holdings or any of its subsidiaries at such time or products or services which at such time FGX Holdings or any of its subsidiaries was actively considering marketing and selling to such customers. During the Non-compete Period, Executive shall not, without the written approval of the Company, directly or indirectly, on behalf of Employee either as an individual, partner, joint venturer, employee or on behalf of or with agent for any other person, enterprise company, corporation or entityassociation, or as an officer, director or stockholder of a corporation or otherwise, enter into or engage in any individual or representative capacity, engage or participate have a proprietary interest in any business, including its affiliated Internet entities, that is in competition with the Company or any subsidiary or affiliate Restricted Business Activities other than the ownership of (a) the stock of the Company in the United States of America in the field of television retailingthen held by Executive, including, without limitation, QVC, Shop NBC and (formerly called ValueVisionb) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to no more than five percent (5%) of the stock securities of any Competing Company if it is a other publicly-held corporation whose company. Notwithstanding the foregoing, for so long as a majority of the issued and outstanding capital stock of the Company is either listed on owned directly or indirectly by Berggruen Holdings, Limited or one or more of its affiliates or a national stock exchange representative of Berggruen Holdings, Limited or one or more of its affiliates is on the NASDAQ National Market System Board (or any entity owning a majority of the issued and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterpriseoutstanding shares of the Company, whether as a stockholderdirectly or indirectly), partner, officer, director, employee, consultant or otherwise. In the event that (1) the Company shall have the right to extend the Non-compete Period for an additional six (6) months for a total of eighteen (18) months (the “Non-compete Extension”) by delivering to Executive written notice of such decision prior to termination of the original twelve (12) month Non-compete Period. Executive recognizes and agrees that because a violation by him of his obligations under this Section 9 will cause irreparable harm to FGX Holdings or any of its subsidiaries that would be difficult to quantify and for which money damages would be inadequate, any party included in the definition of FGX Holdings or affiliates places, or has placed for it, all or substantially all any of its assets up for sale within one (1) year after termination subsidiaries shall have the right to injunctive relief to prevent or restrain any such violation, without the necessity of Employee’s employment hereunder posting a bond. The Non-compete Period will be extended by the duration of any violation by Executive of any of his obligations under this Section 9. Executive expressly agrees that the character, duration and scope of his obligations under this Section 9 are reasonable in light of the circumstances as they exist at the date upon which this Agreement has been executed. However, should a determination nonetheless be made by a court of competent jurisdiction at a later date that the character, duration or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all geographical scope of such assets (whether by sale obligations is unreasonable in light of assetsthe circumstances as they then exist, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, then it is the terms and conditions intention of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions both Executive and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to in Company that Executive’s obligations under this Section 2(b) 9 shall be construed by the court in such a manner as to impose only those restrictions on the conduct of Executive which extend beyond twelve (12) months, are reasonable in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope light of the non-competition provisions set forth in circumstances as they then exist and necessary to assure the Company of the intended benefit of Executive’s obligations under this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) months9.

Non-Competition. During EmployeeThe Employer and the Covered Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer, and have agreed that as an essential ingredient of and in consideration of the Covered Executive’s participation in the Plan, the Covered Executive hereby agrees that, except with the express prior written consent of the Employer, while the Covered Executive is employed by the Employer and for a period of 12 months after the termination of the Covered Executive’s employment with the Company Employer for any reason (the “Restrictive Period”), the Covered Executive will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, investing, or by directly or indirectly (including, but not limited to, through a joint venture) serving as an employee, officer, trustee or director of or consultant or other external advisor to a Similar Business (as defined below) (the “Non-Competition Covenant”). For purposes of this paragraph (a), a business shall be considered to be a “Similar Business” as of a particular date if it is engaged in the ownership, development, operation, management or leasing of real estate in any geographic market or submarket in which the Employer either (i) owned, developed, operated or leased, collectively, more than 1,000,000 square feet of property of the same or similar type (e.g., office, data center, industrial, residential or self-storage) as of the earliest of such date, the date of termination of the Covered Executive’s employment with the Employer or the date of a Change in Control (as defined in the Plan), or (ii) had commenced construction or agreed to acquire or manage more than 500,000 square feet of property of the same or similar type within the 12 months preceding the earliest of such date, the date of termination of the Covered Executive’s employment with the Employer or the date of a Change in Control (as defined in the Plan). If the Covered Executive violates the Non-Competition Covenant and the Employer brings legal action for twelve (12) months thereafterinjunctive or other relief, Employee the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the Non-Competition Covenant. Accordingly, the Non-Competition Covenant shall be deemed to have the duration specified in this paragraph (a) 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 Non-Competition Covenant by the Covered Executive. The foregoing Non-Competition Covenant shall not prohibit a Covered Executive from owning, directly or indirectly, capital stock or similar securities which are listed on behalf of Employee or on behalf of or with any other person, enterprise or entity, in any individual or representative capacity, engage or participate in any business, including its affiliated Internet entities, that is in competition with the Company or any subsidiary or affiliate of the Company in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Home, as well as any company a securities exchange which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to do not represent more than five percent (5%) of the outstanding capital stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) the Company or any of its subsidiaries or affiliates places, or has placed for it, all or substantially all of its assets up for sale within one (1) year after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to in this Section 2(b) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) months.

Non-Competition. During Employee’s (a) The Executive acknowledges that in the course of his employment with the Company he will become familiar with trade secrets and customer lists of, and other confidential information concerning, the Company and its subsidiaries, affiliates and clients and that his services have been and will be of special, unique and extraordinary value to the Company. (b) The Executive agrees that for so long as he is employed by the Company and for twelve a period of one year following the Date of Termination (12the “Noncompetition Period”) months thereafter, Employee he shall not, without the express consent of the Board, in any manner, directly or indirectly, on behalf through any person, firm, corporation or enterprise, alone or as a member of Employee a partnership or on behalf as an officer, director, stockholder, investor or employee of or with advisor or consultant to any person, firm, corporation or enterprise or otherwise, engage or be engaged, or assist any other person, firm, corporation or enterprise in engaging or entitybeing engaged, in any individual or representative capacity, engage or participate in any business, including its affiliated Internet entities, that is in competition with the Company or any subsidiary or affiliate of the Company in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to five percent (5%) of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed conducted by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) the Company or any of its subsidiaries or affiliates places, as of the Date of Termination in any geographic area in which the Company or has placed for it, all or substantially all any of its assets up for sale within one subsidiaries or affiliates is then conducting such business. (1c) year after termination of Employee’s employment hereunder Nothing in this Section 7 shall prohibit the Executive from being (i) a stockholder in a mutual fund or a diversified investment company or (2ii) Employeea passive owner of not more than two percent of the outstanding publicly-traded common stock of any corporation so long as the Executive has no active participation in the business of such corporation. (d) If, at any time of enforcement of this Section 7, a court or an arbitrator holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. (e) In the event that any provision of this Section 7 is not performed in accordance with its terms or is otherwise breached, (i) the Company’s employment is terminated in connection with obligations under Sections 6 and 9 hereof shall thereupon cease, and (ii) the disposition Executive shall immediately repay to the Company all amounts theretofore paid to, and the value of all or substantially all of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound benefits theretofore received by, the Executive and the Executive’s family pursuant to Sections 6 and 9 hereof. (f) The Executive acknowledges that the Company would be damaged irreparably in the event that any provision of this Section 7 or Section 10 hereof were not performed in accordance with its terms or were otherwise breached and conditions that money damages would be an inadequate remedy for any such nonperformance or breach. Accordingly, the Executive agrees that the Company and its successors and permitted assigns shall be entitled, in addition to other rights and remedies existing in their favor, to an injunction or injunctions to prevent any breach or threatened breach of any non-competition provisions relating to the purchase and sale agreement for of such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, to enforce such provisions specifically (without posting a bond or obligated to enter into, any non-competition provisions referred to in this Section 2(b) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(bother security). The twelve (12) month time period referred Executive agrees that the Executive will submit to above shall be tolled on a day-for-day basis for each day during which Employee participates the personal jurisdiction of the courts of the State of Michigan in any activity in violation of action by the Company to obtain injunctive or other relief contemplated by this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) months7.

Non-Competition. During EmployeeThe Executive hereby agrees that, in the event of a termination of the Executive’s employment prior to the occurrence of a Change in Control, the Executive shall not, at any time during the 6 month period beginning on the Date of Termination (the “Restricted Period”), directly or indirectly engage in, have any equity interest in, or manage or operate any Person, firm, corporation, partnership, business or entity (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in, in the Restricted Area (either directly or through any subsidiary or Affiliate thereof), any business or activity (i) in the Business, (ii) that otherwise competes with the business of the Company and for or any entity owned by the Company or (iii) with respect to which the Company or any entity owned by the Company has taken Active Steps at any time during the twelve (12) months thereaftermonth period immediately before the Date of Termination (any such business or activity, Employee shall not, directly or indirectly, on behalf of Employee or on behalf of or with any other person, enterprise or entity, in any individual or representative capacity, engage or participate in any business, including its affiliated Internet entities, that is in competition with the Company or any subsidiary or affiliate of the Company in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the a “Competing CompaniesRestricted Business”). Employee’s obligations under this Section Notwithstanding the foregoing, the Executive shall continue during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained be permitted to acquire a passive stock or equity interest in this Section, Employee may own, for investment purposes only, up to a Restricted Business; provided that such stock or other equity interest acquired is not more than five percent (5%) of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating outstanding interest in such corporationRestricted Business. As used hereinFor purposes of this Agreement, “participateRestricted Area” means lending one’s name to(i) the United States, acting as consultant Canada or advisor toany territory of either of the foregoing, being employed by or acquiring (ii) any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) other location where the Company or any of its direct or indirect subsidiaries engages in business or affiliates places, (iii) any other location where the Company or has placed for it, all or substantially all any of its assets up for sale within one (1) year after termination of Employee’s employment hereunder direct or (2) Employee’s employment is terminated in connection with indirect subsidiaries has taken Active Steps at any time during the disposition of all or substantially all of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to in this Section 2(b) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation immediately before the Date of Termination. For purposes of this Section 2(bAgreement, “Business” shall mean (i) so that Employee is restricted from engaging the business of acquisition, development, construction and/or origination, financing, management and disposition of distributed (including, without limitation, residential, commercial, community solar and industrial) solar energy production and storage equipment and related leases, loans or other financing instruments or arrangements and the actions and transactions related or ancillary thereto and (ii) such other lines of business in which the conduct referred to in this Section 2(b) for a full twelve (12) monthsCompany or any entity owned by the Company are materially engaged on the date of the Executive’s Date of Termination.

Non-Competition. (i) During Employeethe term of the Grantee’s employment service with the Company or any of its Subsidiaries or Divisions and for twelve a period of twenty four (1224) months thereafterfollowing the Grantee’s termination of service with the Company or its Subsidiaries or Divisions for any reason (the “Restricted Period”), Employee shall the Grantee will not, directly or indirectly, on behalf of Employee (A) engage, participate or on behalf of or with any other person, enterprise or entity, assist in any individual Competing Business (as hereinafter defined), (B) enter the employ of, or representative capacityrender any services to, engage or participate any person engaged in any businessCompeting Business, including its affiliated Internet entities(C) acquire a financial interest in, that is or otherwise become actively involved with, any person engaged in competition with the Company or any subsidiary or affiliate of the Company in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to five percent (5%) of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterpriseBusiness, whether as a stockholderan individual, partner, shareholder, officer, director, employeeprincipal, consultant agent, trustee or otherwise. In consultant, or (D) interfere with the event that business relationships (1whether formed before or after the date of this Agreement) between the Company or any of its subsidiaries Subsidiaries or affiliates places, or has placed for it, all or substantially all Divisions and any of its assets up for sale within one or their customers, suppliers, distributors, advisors, employees or other business relations. (1ii) year after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating Notwithstanding anything to the purchase and sale agreement for such assets, without any consideration beyond that expressed contrary contained in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoingGrantee may, in no event shall Employee be bound bydirectly or indirectly, or obligated own, solely as a passive investment, up to enter into, any non-competition provisions referred to in this Section 2(b) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope 1% of the non-competition provisions set forth securities of any person engaged in this Section 2(b). The twelve (12) month time period referred to above shall be tolled a Competing Business provided such securities are publicly traded on a daynational or regional stock exchange or on the over-forthe-day basis for each day during which Employee participates counter market. (iii) For purposes of this Agreement, the term “Competing Business” shall mean any business entity anywhere in the world that competes with the Company and/or any of its Subsidiaries and/or Divisions in the manufacture or distribution of any of its or their self-priming centrifugal, standard centrifugal, magnetic drive centrifugal, axial and mixed flow vertical turbine line shaft, submersible, high pressure booster, rotary gear, diaphragm, bellows and oscillating pump models and/or pump model systems in any activity one or more of the following principal market applications: construction, industrial, water and wastewater handling fields; flood control; boosting low residential water pressure; pumping refined petroleum products, including the ground refueling of aircraft; fluid control in violation of this Section 2(b) so that Employee is restricted from engaging in HVAC applications; various agricultural purposes and dewatering purposes; and sprinkler back-up systems, fire hydrants, stand pipes, fog systems and deluge systems at hotels, banks, factories, airports, schools, public buildings and other such facilities throughout the conduct referred to in this Section 2(b) for a full twelve (12) monthsworld.

Non-Competition. During Employeethe Employment Period, and following termination of the Executive’s employment with the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or controlled affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and for twelve (12ii) months thereafter, Employee shall the Executive does not, directly or indirectly, on behalf of Employee participate in, become associated with, or on behalf of otherwise have responsibilities that relate to the conduct or with operations of, any other person, enterprise or entity, in any individual or representative capacity, engage or participate in any business, including its affiliated Internet entities, Competitive Business that is in competition with the Company conducted by such person or any a division, group, or subsidiary or affiliate of the Company in the United States such person . For purposes of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectivelythis Agreement, the term “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall notparticipate” includes any direct or indirect interest, for any reasonwhether as an officer, cease upon termination director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of Employee’s employment with the Company. Notwithstanding anything else contained in this Sectionpersonal services, Employee may owncreditor, for investment purposes only, up to or owner (other than by ownership of less than five percent (5%) of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed traded on a national stock securities exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) the Company or any of its subsidiaries or affiliates places, or has placed for it, all or substantially all of its assets up for sale within one (1) year after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all of such assets (whether by sale of assets, equity or otherwisean over-the-counter market), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to in this Section 2(b) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) months.

Non-Competition. During Employee’s employment with (a) The Optionee acknowledges and recognizes the highly competitive nature of the business of the Company and its Affiliates and accordingly agrees that during the term of the Optionee’s employment and for twelve a period of two years after the termination thereof: (12i) months thereafter, Employee shall not, The Optionee will not directly or indirectly, on behalf of Employee or on behalf of or with any other person, enterprise or entity, indirectly engage in any individual or representative capacity, engage or participate in any business, including its affiliated Internet entities, that business which is in competition with the Company or any subsidiary or affiliate line of the Company in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to five percent (5%) of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed conducted by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) the Company or any of its subsidiaries Affiliates, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or affiliates placessales representative, in any geographic region in which the Company or has placed for it, all or substantially all any of its assets up Affiliates conducted any such competing line of business; (ii) The Optionee will not perform or solicit the performance of services for sale within one any customer or client of the Company or any of its Affiliates; (iii) The Optionee will not directly or indirectly induce any employee of the Company or any of its Affiliates to (1) year after termination of Employee’s employment hereunder engage in any activity or conduct which is prohibited pursuant to this subparagraph 9(a), or (2) Employeeterminate such employee’s employment is terminated with the Company or any of its Affiliates. Moreover, the Optionee will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the disposition Company or any of all its Affiliates) to any person who was employed by the Company or substantially all any of its Affiliates unless such assets (whether by sale of assets, equity or otherwise), Employee agrees person shall have ceased to be bound byemployed by the Company or any of its Affiliates for a period of at least 12 months; and (iv) The Optionee will not directly or indirectly assist others in engaging in any of the activities, which are prohibited under subparagraphs (i) - (iii) above. (b) It is expressly understood and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, agreed that although the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions Optionee and the transaction contemplated thereby is consummated. Notwithstanding Company consider the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to restrictions contained in this Section 2(b) which extend beyond twelve (12) months9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in each case from this Agreement is an unenforceable restriction against the date Optionee, the provisions of termination this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of Employee’s employment hereunder or whose scope extends competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the scope enforceability of any of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) monthsother restrictions contained herein.

Non-Competition. During Employee’s employment with The Employee agrees that, except as otherwise provided herein, during the Company Employment and for twelve (12x) months thereafter, Employee shall not, directly or indirectly, on behalf a period of Employee or on behalf of or with two (2) years after any other person, enterprise or entity, in Termination Date applicable to any individual or representative capacity, engage or participate in any business, including its affiliated Internet entities, that is in competition with the Company or any subsidiary or affiliate termination of the Company in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVisionEmployment under Section 5(A)(ii) or Shop at HomeSection 5(B)(i)(b), as well as any company which subsequently enters the field and (y) a period of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to five percent (5%) of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) the Company or any of its subsidiaries or affiliates places, or has placed for it, all or substantially all of its assets up for sale within one (1) year after any Termination Date applicable to any termination of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all of such assets (whether by sale of assets, equity or otherwiseEmployment under Section 5(A)(iii), Employee agrees to will not directly or indirectly, whether or not for compensation and whether or not as an employee, be bound by, and to execute such additional instruments as may be necessary engaged in or desirable to evidence Employee’s agreement to be bound by, have any impermissible financial interest in any business that is in fact competing with the terms and conditions Company (a "competing business"). For purposes of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, the Employee shall be deemed to be engaged in a competing business if the business is a pan-regional, community based, consumer oriented, internet service focused on Latin America, and Employee is an employee, officer, director, partner or consultant of such competing business or has an impermissible financial interest therein. For purposes of this Agreement, the Employee shall only be deemed to have an impermissible financial interest in a competing business if Employee is a partner or shareholder therein, except as provided that hereafter. Employee shall be deemed to have an impermissible financial interest in any competing Publicly Traded business if Employee (i) during the purchase Employment, beneficially or directly owns more than one percent (1%), and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing(ii) following any Termination Date, in no event shall Employee be bound by, directly owns more than three percent (3%) or obligated to enter into, any non-competition provisions referred to in this Section 2(b) which extend beyond twelve beneficially owns more than five percent (12) months5%), in each case from the date of termination any class of Employee’s employment hereunder securities of such Publicly Traded company, whether or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that not Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) monthsan officer, director, partner, employee or consultant thereto.

Non-Competition. During Employee’s Each Member that is an Employee agrees that during such employment with the Company and for 18 months following termination of employment, and each other Member (other than Employees) agrees that until the earlier to occur of (i) 18 months after the date such Member no longer has a Membership Interest and (ii) twelve (12) months thereafterfollowing the consummation of a Drag-Along Transaction (as applicable, Employee shall the “Non-Competition Period”), except for Permitted Activities, such Member will not, directly or indirectly, either individually or as a principal, owner, partner, agent, representative, consultant, contractor, employee, or as a director or officer of any company, corporation, partnership or association, or in any other manner or capacity whatsoever, except on behalf of Employee the Company, its Subsidiaries, PubCo (and any successor or assign of PubCo) or any of its subsidiaries, become employed by, control, manage, carry on, join, lend money for, operate, engage in, establish, take steps to establish, perform services for, invest in, solicit investors for, consult for, do business with or otherwise engage in Business in the Restricted Area. Accordingly, except for any Permitted Activities, such Member, without the prior written consent of the Managing Member, agrees not to during the Non-Competition Period (A) establish, engage in, invest in or provide services for any Business in the Restricted Area; (B) solicit business for or on behalf of or with any other person, enterprise or business entity, or endeavor operating, or preparing to operate, any Business in the Restricted Area; or (C) engage in or contributes his, her or its knowledge to any individual or representative capacityemployment, engage or participate in any work, business, including its affiliated Internet entitiesor endeavor which would require such Member to use or disclose the Company’s Confidential Information. Notwithstanding the foregoing to the contrary, that nothing in this Agreement shall be deemed to prohibit any Member from directly or indirectly owning or acquiring, solely as a passive investment, securities of a mutual fund in which such Member has no management control or securities of any entity traded on a Recognized Securities Exchange if such Member is in competition with the Company not a controlling person of or any subsidiary or affiliate a member of the Company in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Home, as well as any company a group which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term controls such entity and for the period after the Term set forth above and shall does not, for any reasondirectly or indirectly, cease upon termination own beneficially or of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to five record more than one percent (51.0%) of the stock any class of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) the Company or any of its subsidiaries or affiliates places, or has placed for it, all or substantially all of its assets up for sale within one (1) year after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all securities of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to in this Section 2(b) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) monthsPerson.

Non-Competition. During Employee’s employment with By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and for further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and ending twelve (12) months thereafterfollowing the date upon which the Executive shall cease to be an employee of the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) (the “Restricted Period”), Employee he shall not directly or indirectly, whether as an owner, partner, stockholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in any element of the Business (other than for the Company or its subsidiaries (or any other entity directly or indirectly controlled by such entities)) or otherwise compete with the Company or its subsidiaries (or any other entity directly or indirectly controlled by such entities), (ii) render any services related to the Business to any person, corporation, partnership or other entity (other than the Company or its subsidiaries (or any other entity directly or indirectly controlled by such entities)) engaged in any element of the Business, or (iii) acquire an interest in any person, corporation, partnership or other entity described in clause (ii) above as a partner, stockholder, principal, agent, employee, consultant or in any other relationship or capacity; provided, however, that, notwithstanding the foregoing, the Executive may (x) engage in the businesses identified on Exhibit B hereto and (y) invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (A) such securities are traded on any national securities exchange, (B) the Executive is not a controlling person of, or a member of a group which controls, such entity and (C) the Executive does not, directly or indirectly, on behalf of Employee own 1% or on behalf of or with any other person, enterprise or entity, in any individual or representative capacity, engage or participate in any business, including its affiliated Internet entities, that is in competition with the Company or any subsidiary or affiliate of the Company in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to five percent (5%) of the stock more of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) the Company or any class of its subsidiaries or affiliates places, or has placed for it, all or substantially all of its assets up for sale within one (1) year after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all securities of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummatedentity. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to the covenants contained in this Section 2(b6.1(a) which extend beyond twelve (12) months, shall not apply in each case from the date event of the Executive’s termination of Employee’s employment hereunder upon or whose scope extends after the scope expiration of the nonone-competition provisions set forth year renewal term in this accordance with Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) months1 above.

Non-Competition. During Employee(i) The Executive shall not during the Executive’s employment with the Company and for twelve two (122) months thereafter, Employee shall notyears after the Termination Date (the “Non-Compete Restrictive Period”), directly or indirectly, on behalf of Employee or on behalf of or with any other person, enterprise or entity, in any individual or representative capacity, engage or participate in any business, including its affiliated Internet entities, that is in competition with the Company or any subsidiary or affiliate of the Company : (A) compete in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to five percent (5%) of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee internet with respect to any “Competing Product or Service,” which is not otherwise affiliated with defined to mean those products or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed services offered and/or under development by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) the Company or any of its subsidiaries or affiliates placesduring the Executive’s employment (both during the term of this Agreement and any periods prior to this Agreement whereby Executive was employed by the Company or its predecessors) with the Company of which the Executive has knowledge, or has placed for itany product or service competitive with or intended to compete with such products or services, all or substantially all any product or service of the Company or any of its assets subsidiaries or affiliates which the Executive acquired knowledge of as a result of, arising out of, or from his employment with the Company (including its predecessors); and (B) own, invest in, make loans to, operate, manage, control, participate in, consult with, or advise, any entity or person that provides a Competing Product or Service with the Company in the United States or on the internet. This covenant shall not prevent the Executive from having passive investments of less than five percent (5%) of the outstanding equity securities of any entity listed for trading on a national stock exchange (as defined in the Securities Exchange Act of 1934) or any recognized automatic quotation system. (ii) If the Executive breaches any covenant contained in this Section 6(a), the Executive agrees and acknowledges that the Non-Compete Restrictive Period shall be extended during the time of such breach. The Executive further agrees and acknowledges that, in the event of the Executive’s breach of any covenants contained in this Section 6(a), the Non-Compete Restrictive Period may, to extent permitted by law, be extended for up for sale within one (1) year after termination of Employee’s employment hereunder or to two (2) Employee’s employment is terminated in connection with years, which shall commence upon either (x) a determination by the disposition of all or substantially all of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided Company that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound byExecutive has stopped breaching such covenants, or obligated to enter into, any non-competition provisions referred to in this Section 2(b(y) which extend beyond twelve (12) months, in each case from the date of termination of Employeea court’s employment hereunder or whose scope extends arbitrator’s final determination that the scope of the non-competition provisions set forth Executive breached a covenant contained in this Section 2(b6(a). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) months.

Non-Competition. During Employee’s employment with At all times while the Executive is employed by the Company and for twelve a period of: (12i) months thereaftertwo (2) years after any termination of the Executive’s employment for Cause or the Executive’s termination of his employment without Good Reason; (ii) the lesser of one (1) year or the remainder of the Term after any termination of the Executive’s employment by the Company without Cause or the Executive’s termination for Good Reason; and (iii) one (1) year following the non-renewal of this Agreement or any termination pursuant to Section 5, Employee the Executive shall not, directly or indirectly, on behalf of Employee engage in or on behalf of or with have any other person, enterprise or entity, in any individual or representative capacity, engage or participate in any business, including its affiliated Internet entities, that is in competition with the Company or any subsidiary or affiliate of the Company in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to five percent (5%) of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, person (whether as a stockholder, partneran employee, officer, director, employeepartner, agent, security holder, creditor, consultant or otherwise. In ) that directly or indirectly (or through any affiliated entity) competes with the event Company’s Business (as defined below); provided that (1) such provision shall not apply to the Executive’s ownership of securities of the Company or the acquisition by the Executive, solely as an investment, of securities of any issuer that is registered under Section 12(b) or 12(g) of its subsidiaries the Securities Exchange Act of 1934, as amended and that are listed or affiliates placesadmitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System, or has placed for itany similar system or automated dissemination of quotations of securities prices in common use, all so long as the Executive does not control, acquire a controlling interest in or substantially all become a member of its assets up for sale within one (1) year after termination a group which exercises direct or indirect control of, more than five percent of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with the disposition any class of all or substantially all capital stock of such assets (whether by sale issuer. For purposes of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound bythis Section 6.1, the terms term “Business” shall mean the Business and conditions of any non-competition provisions relating other business in which the Company is engaged prior to the purchase delivery of a notice of termination by the Company or the Executive hereunder and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that which business the purchase and sale agreement Company is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to in this Section 2(b) which extend beyond twelve (12) months, in each case from engaged at the date of termination of Employeethe Executive’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) monthsemployment.

Non-Competition. During Employee’s employment with Neither Seller nor any of its Affiliates or designees (each, a “Restricted Party”) during the Company period commencing on the Closing Date and for twelve ending on the fifth (125th) months thereafteranniversary of the Closing Date (the “Restricted Period”), Employee shall notshall: (a) design, develop, license, manufacture, distribute, sell or support (or knowingly assist any third party, directly or indirectly, on behalf in designing, developing, licensing, manufacturing, distributing, selling or supporting) any existing product of Employee the Business or on behalf of any related roadmap or with any other personsimilar product anywhere in the world (provided, enterprise or entity, in any individual or representative capacity, engage or participate in any business, including its affiliated Internet entitieshowever, that is the restrictions set forth in competition with the Company or any subsidiary or affiliate of the Company in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section 7.1(a) shall continue during the Term and for the period after the Term set forth above and shall notnot (i) prohibit any Restricted Party from being an investor in a mutual fund or a diversified investment company, for (ii) prohibit any reason, cease upon termination Restricted Party from being a passive owner of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to not more than five percent (5%) in the aggregate of the stock an outstanding class of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange publicly traded securities or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest (iii) in any business way limit or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) the Company prohibit Seller’s or any of its subsidiaries Affiliates’ (A) actions or affiliates places, or has placed for it, all or substantially all of its assets up for sale within one (1) year after termination of Employeeoperations with respect to Seller’s employment hereunder Services and Support segment or (2B) Employee’s strategic investments in Quortus Limited, Spyrus Solutions, Inc. and Kogniz, Inc.); (b) directly or indirectly (i) solicit for employment is terminated or any similar arrangement any employee of the Companies or of the Company Subsidiaries or (ii) hire or knowingly assist any other Person in connection with hiring any employee of the disposition Companies or of all or substantially all of such assets the Company Subsidiaries (whether by sale of assetsprovided, equity or otherwise)however, Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to in this Section 2(b7.1(b) which extend beyond twelve shall not apply to (12A) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope employees of the non-competition provisions set forth in this Section 2(b). The twelve Companies or of the Company Subsidiaries who have been terminated by the Companies or any of their Affiliates (12including Purchaser) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in after Closing, (B) employees of the Companies who have left the employment of the Companies or any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(btheir Affiliates (including Purchaser) for a full twelve period of at least six (126) monthsmonths and (C) any general solicitations for employment (such as any newspaper, periodical or internet help wanted advertisement or any search firm engagement) and any hiring arising out of such general solicitations); or (c) directly or indirectly cause, solicit, induce or encourage any client, customer, supplier or licensor of the Business or the Companies prior to the Closing to terminate or modify any such relationship.

Non-Competition. During Employee’s employment (a) Subject to subsection (c) hereof, Employee agrees that he will not during the period he is employed under this Agreement engage in, or otherwise directly or indirectly be employed by, or act as a consultant or lender to, or be a director, officer, employee, owner, or partner of, any other business or organization that is or shall then be competing in the coffee business with the Company. (b) Subject to subsection (c) hereof, Employee agrees that for a period of one (1) year after he ceases to be employed by the Company under this Agreement: (i) Employee will not directly or indirectly compete with or be engaged in the same coffee business as the Company, or be employed by, or act as consultant or lender to, or be a director, officer, employee, owner, or partner of, any business or organization which, at the time of such cessation, competes with or is engaged in the same coffee business as the Company; and for twelve (12ii) months thereafter, Employee shall not, directly or indirectly, on behalf or by any act in concert with others, employ, attempt to employ, recruit or otherwise solicit or induce or influence to leave his or her employment any employee of Employee or on behalf of or with any other person, enterprise or entity, in any individual or representative capacity, engage or participate in any business, including its affiliated Internet entities, that is in competition with the Company or any subsidiary or affiliate of Company subsidiary. The Employee and the Company agree that the restrictions on competition in the United States coffee business by the Employee with the Company provided in this Section 5(b) shall be limited geographically to the City of America New Haven. (c) The Employee and the Company agree that in the field event of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Home, as well as a default by the Company of any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s material obligations under this Section shall continue during Agreement or under the Term Stock Purchase Agreement dated October 21, 1996 by and for among ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇'▇ Incorporated and New World Coffee, Inc., or under the period after promissory notes issued to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ or ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ pursuant to said Stock Purchase Agreement, which default is not cured in any applicable notice, grace, or cure period, the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to five percent (5%) restrictive covenants of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) the Company or any of its subsidiaries or affiliates places, or has placed for it, all or substantially all of its assets up for sale within one (1) year after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to in this Section 2(b) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above 5 shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) monthsterminate automatically.

Non-Competition. During Employee’s employment with The Executive agrees that the Company and for twelve (12) months thereafter, Employee shall Executive will not, during the "Restrictive Period", as defined below, engage in, or otherwise directly or indirectlyindirectly be employed by, on behalf of Employee or on behalf of act as a consultant or with any other personlender to, enterprise or entitybe a director, in any individual officer, employee, owner, co-venturer, member or representative capacitypartner of, engage or participate in use or expressly permit the Executive's name to be used by (collectively an "Engagement With"), any business, including entity or organization which has a primary line of business (i.e. representing more than 4.9% of its affiliated Internet entitiesrevenue) involving the sale at retail, that is in competition with the Company whether from store locations, and/or by or any subsidiary or affiliate from direct mail, catalogues and/or websites, of the Company party goods and/or supplies anywhere in the United States (a "Competing Entity"); provided, however, that in each case the provisions of America this Section 8(a) will not be deemed breached merely because the Executive owns not more than five percent (5.0%) of the outstanding common stock of a Competing Entity, if, at the time of its acquisition by the Executive, such stock is listed on a national securities exchange, is reported on NASDAQ, or is regularly traded in the field over-the-counter market by a member of television retailinga national securities exchange; and provided, includingfurther, without limitationhowever, QVCthat, Shop NBC subject to the provisions of Section 8(b), nothing herein shall prevent the Executive from working for a business segment or department of a Competing Entity, or a subsidiary, division or other entity that controls or is controlled by a Competing Entity if (formerly called ValueVision) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectivelyand only if), the “business segment or department of the Competing Companies”Entity for which the Executive provides services, or the subsidiary, division or other entity by which the Executive has an Engagement With (as the case may be). Employee’s obligations under this Section shall continue during , (1) does not itself compete with the Term Company, and for (2) the period after Executive does not provide any services, advice, assistance and/or guidance to any business segment or department, subsidiary, division, or other entity of the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment Competing Entity which competes with the Company. Notwithstanding anything else contained As used in this Section, Employee may own, for investment purposes only, up to five percent Section the "Restrictive Period" shall be (5%i) of the stock of any Competing Company if it period the Executive is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that Company and (1ii) the Company or any period of its subsidiaries or affiliates places, or has placed for it, all or substantially all of its assets up for sale within one (1) year after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all of such assets (whether by sale of assets, equity or otherwise), Employee agrees Executive ceases to be bound byemployed by the Company for any reason, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoingor, in no event shall Employee be bound by, or obligated to enter into, the case of the Executive's Engagement With any non-competition provisions referred to Competing Entity that operates retail stores which are located in this Section 2(b) which extend beyond twelve (12) months, in each case from any states where the Company has retail stores on the date of termination the Executive's cessation of Employee’s employment hereunder or whose scope extends employment, the scope period of eighteen (18) months period after the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred Executive ceases to above shall be tolled on a day-for-day basis employed by the Company for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) monthsreason.

Non-Competition. During (a) Employee will not, during the period of Employee’s 's employment with the Company TSI, and for twelve a period of two (122) months thereafteryears immediately following the termination of Employee's employment under this Agreement, Employee shall notfor any reason whatsoever, directly or indirectly, on behalf of Employee for himself or on behalf of or in conjunction with any other person, enterprise persons, company, partnership, corporation or entity, in any individual or representative capacity, engage or participate in any business, including its affiliated Internet entities, that is in competition with the Company or any subsidiary or affiliate business of the Company in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC whatever nature: (formerly called ValueVisioni) or Shop at Homeengage, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to five percent (5%) of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, an officer, director, shareholder, owner, partner, joint venturer or in a managerial capacity, whether as an employee, independent contractor, consultant or otherwise. In advisor or as a sales representative, in any travel service business in direct competition with TSI or any subsidiary of TSI, within the event that (1) the Company United States or within 100 miles of any other geographic area in which TSI or any of TSI's subsidiaries conducts business, including any territory serviced by TSI or any of its subsidiaries (the "Territory"); (ii) call upon any person who is, at that time, within the Territory, an employee of TSI (including the subsidiaries thereof) in a managerial capacity for the purpose or affiliates placeswith the intent of enticing such employee away from or out of the employ of TSI (including the subsidiaries thereof); (iii) call upon any person or entity which is, at that time, or which has placed for itbeen, all or substantially all of its assets up for sale within one (1) year prior to that time, a customer of TSI (including the respective subsidiaries thereof) within the Territory for the purpose of soliciting or selling products or services in direct competition with TSI or any subsidiary of TSI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor, which candidate was, to Employee's actual knowledge after termination due inquiry, either called upon by TSI (including the respective subsidiaries thereof) or for which TSI made an acquisition analysis, for the purpose of Employee’s employment hereunder or acquiring such entity. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from acquiring as an investment not more than two percent (2%) Employee’s employment of the capital stock of a competing business, whose stock is terminated in connection with traded on a national securities exchange or over-the-counter. (b) Because of the disposition difficulty of all or substantially all measuring economic losses to TSI as a result of such assets (whether by sale a breach of assetsthe foregoing covenant, equity or otherwise)and because of the immediate and irreparable damage that could be caused to TSI for which it would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by TSI in the event of breach by him, by injunctions and restraining orders. (c) It is agreed by the parties that the foregoing covenants in this paragraph 4 impose a reasonable restraint on Employee in light of the activities and business of TSI (including TSI's subsidiaries) on the date of the execution of this Agreement and the current plans of TSI (including TSI's subsidiaries); but it is also the intent of TSI and Employee that such covenants be construed and enforced in accordance with the changing activities, business and locations of TSI (including TSI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of this Agreement, TSI (including TSI's subsidiaries) engages in new and different activities, enters a new business or establishes new locations for its current activities or business in addition to or other than the activities or business enumerated under the Recitals above or the locations currently established therefor, then Employee will be precluded from soliciting the customers or employees of such new activities or business or from such new location and from directly competing with such new business within 100 miles of its then-established operating location(s) through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease to be bound byemployed hereunder, and to execute shall enter into a business or pursue other activities not in competition with TSI (including TSI's subsidiaries), or similar activities, or business in locations the operation of which, under such additional instruments circumstances, does not violate clause (i) of this paragraph 4, and in any event such new business, activities or location are not in violation of this paragraph 4 or of employee's obligations under this paragraph 4, if any, Employee shall not be chargeable with a violation of this paragraph 4 if TSI (including TSI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as may be necessary or desirable to evidence Employee’s agreement to be bound byapplicable. (d) The covenants in this paragraph 4 are severable and separate, and the terms and conditions unenforceability of any non-competition specific covenant shall not affect the provisions relating of any other covenant. Moreover, in the event any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the purchase fullest extent which the court deems reasonable, and sale the Agreement shall be reformed in accordance therewith. (e) All of the covenants in this paragraph 4 shall be construed as an agreement for such assets, without independent of any consideration beyond that expressed other provision in this Agreement, provided and the existence of any claim or cause of action of Employee against TSI, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by TSI of such covenants. It is specifically agreed that the purchase period of two (2) years following termination of employment stated at the beginning of this paragraph 4, during which the agreements and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall covenants of Employee be bound by, or obligated to enter into, any non-competition provisions referred to made in this Section 2(b) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above paragraph 4 shall be tolled on a day-for-day basis for each day effective, shall be computed by excluding from such computation any time during which Employee participates in any activity is in violation of any provision of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) monthsparagraph 4.

Non-Competition. During Employee(a) Executive acknowledges that: (i) the Company and its Affiliates are and will be engaged in the Business during the term of the Executive’s employment and thereafter; (ii) the Company and its Affiliates are and will be actively engaged in the Business throughout the world; (iii) Executive is one of a limited number of persons who will be developing the Business; (iv) Executive has and will continue to occupy a position of trust and confidence with the Company after the date hereof and during the term of the Executive’s employment Executive will become familiar with the Company’s (and its Affiliates’) trade secrets and with other proprietary and confidential information concerning the Company (and its Affiliates) and the Business; (v) the agreements and covenants contained in this Agreement are essential to protect the Company, its Affiliates and the goodwill of the Business; (vi) Executive’s employment with the Company and/or its Affiliates has special, unique and for twelve extraordinary value to the Company and its Affiliates and the Company would be irreparably damaged if Executive were to provide services to any person or entity in violation of the provisions of this Section 6; and (12vii) months thereafterExecutive has means to support Executive and Executive’s dependents other than by engaging in the Business, Employee shall and the provisions of this Section 6 will not impair such ability. (b) Executive will not, during the Restricted Period (as defined below), anywhere in the world (the “Restricted Territory”), directly or indirectly, on behalf of Employee or on behalf of or with any other person, enterprise or entity, in any individual or representative capacity, engage or participate in any business, including its affiliated Internet entities, that is in competition with the Company or any subsidiary or affiliate of the Company in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC indirectly (formerly called ValueVision) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to five percent (5%) of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholderan owner, partner, shareholder, agent, officer, director, employee, consultant independent contractor, consultant, or otherwise. In the event that (1) the Company or any of its subsidiaries or affiliates placesown, operate, manage, control, invest in, perform services for, or has placed for itengage or participate in any manner in, all or substantially all render services to (alone or in association with any person or entity) or otherwise assist any person or entity that engages in, or owns, invests in, operates, manages or controls any venture or enterprise that engages in, the Business. The term “Restricted Period” means the period of its assets up for sale within one (1) year after termination of Employee’s employment hereunder or time from the date hereof until two (2) Employeeyears after the termination for any reason of Executive’s employment is terminated in connection relationship with the disposition of all Company and/or any Affiliate or substantially all of such assets any successor thereto (whether by sale of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions including any termination based on non-renewal of any non-competition provisions relating to the purchase and sale employment agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to in this Section 2(b) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(barrangement). The twelve (12) month Restricted Period shall be extended for a period equal to any time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity that Executive is in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to 6. Nothing contained in this Section 2(b6 shall be construed to prevent Executive from investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if Executive is not involved in the business of said corporation and if Executive and Executive’s associates (as such term is defined in Regulation 14(A) for a full twelve promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of one percent (121%) monthsof the stock of such corporation.

Non-Competition. During EmployeeThe Optionee covenants and agrees that during the Optionee’s employment with the Company Employment and for a period of twelve (12) months thereafter, Employee shall not, directly or indirectly, on behalf of Employee or on behalf of or with any other person, enterprise or entity, in any individual or representative capacity, engage or participate in any business, including its affiliated Internet entities, that is in competition with the Company or any subsidiary or affiliate of the Company in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the such period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to five percent (5%) of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) the Company or any of its subsidiaries or affiliates places, or has placed for it, all or substantially all of its assets up for sale within one (1) year after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to in this Section 2(b) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-forto-day basis for each day during which Employee the Optionee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to restrictions set forth in this Section 2(b5(a)) following the Optionee’s termination of Employment, whether such termination occurs at the insistence of the Company or its Affiliates or the Optionee (for whatever reason), the Optionee will not, directly or indirectly, alone or in association with others, anywhere in the Territory (as defined below), own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, investor, principal, joint venturer, shareholder, partner, director, consultant, agent or otherwise with, or have any financial interest (through stock or other equity ownership, investment of capital, the lending of money or otherwise) in, any business, venture or activity that directly or indirectly competes, or is in planning, or has undertaken any preparation, to compete, with the Business of the Company or any of its Immediate Affiliates (any Person who engages in any such business venture or activity, a full “Competitor”), except that nothing contained in this Section 5(a) shall prevent the Optionee’s wholly passive ownership of two percent (2%) or less of the equity securities of any Competitor that is a publicly-traded company. For purposes of this Section 5(a), the “Business of the Company or any of its Immediate Affiliates” is that of arts and crafts, or framing specialty retailer or wholesaler providing materials, ideas and education for creative activities, or framing, as well as any other business that the Company or any of its Immediate Affiliates conducts or is actively planning to conduct at any time during the Optionee’s Employment, or with respect to the Optionee’s obligations following his or her termination of Employment the twelve (12) monthsmonths immediately preceding the Optionee’s termination of Employment; provided, that the term “Competitor” shall not include any business, venture or activity whose gross receipts derived from the retail or wholesale sale of arts and crafts, or framing products and services (aggregated with the gross receipts derived from the retail and wholesale sale of such products or any related business, venture or activity) are less than ten percent (10%) of the aggregate gross receipts of such businesses, ventures or activities. For purposes of this Section 5(a), the “Territory” is comprised of those states within the United States, those provinces of Canada, and any other geographic area in which the Company or any of its Immediate Affiliates was doing business or actively planning to do business at any time during the Optionee’s Employment, or with respect to the Optionee’s obligations following his or her termination of Employment the twelve (12) months immediately preceding the Optionee’s termination of Employment. For purposes of this Section, “Immediate Affiliates” means those Affiliates which are one of the following: (i) a direct or indirect subsidiary of the Company, (ii) a parent to the Company or (iii) a direct or indirect subsidiary of such a parent.

Non-Competition. During Employee’s employment with the Company term of this Agreement and while Employee receives Severance Pay, or if longer, for a period of twelve (12) months thereafter, following termination; Employee shall not, directly or indirectly: 3 (a) Engage, on behalf and shall have no investment, involvement or other connection whatsoever, direct or indirect, with any corporation, partnership, proprietorship, individual or other business entity that is engaged, in whole or in part, in any line of business that is the same as, similar to or directly or indirectly in competition with the business of Employer, or its successors and assigns, as it is now, or as it may during Employee's employment be, conducted in North America ("Competing Entity"); provided that this provision shall not restrict the right of Employee to own less than one percent of the outstanding shares of capital stock in any company listed on a national or regional stock exchange, or whose stock is quoted on a NASDAQ market, regardless of the nature of the business. (b) Be or become a shareholder, partner or other investor, or an officer, employee, consultant, adviser or director or an agent (whether independent or otherwise) for any Competing Entity; provided that this provision shall not, however, restrict the right of Employee to own less than one percent of the outstanding shares of capital stock in any company listed on a national or regional stock exchange, or whose stock is quoted on a NASDAQ market, regardless of the nature of the business. (c) Solicit, either for himself or on behalf of any Competing Entity, any "active customer of Employer" where an "active customer of Employer" is a person or with entity who or which is or has been a customer of Employer at any other person, enterprise or entity, in any individual or representative capacity, engage or participate in any business, including its affiliated Internet entities, that is in competition with the Company or any subsidiary or affiliate of the Company in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue time during the Term and for term of Employee's employment or during the period after the Term set forth above and shall not, for any reason, cease upon two years preceding Employee's termination of Employee’s employment with the Companyemployment. (d) Induce or attempt to influence any employee of Employer to terminate employment, except in his capacity as an officer of Employer. Notwithstanding anything else contained Employee acknowledges that Employer has been conducting its business in this Section, Employee may own, for investment purposes only, up to five percent (5%) of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) the Company or any of its subsidiaries or affiliates places, or has placed for it, all or substantially all of its assets up for sale within one (1) year after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound byNorth America, and that the restrictive covenants assumed by Employee pursuant to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating this Agreement are essential to the purchase business of Employer and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to in this Section 2(b) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) monthsits goodwill.

Non-Competition. During Employee’s employment The Executive acknowledges and agrees that due to his position and responsibilities with the Company Company, the Executive shall have access to trade secrets and for twelve (12) confidential information. Because of the Company’s protectable interest, and the good and valuable consideration offered to the Executive during the Term, the Executive agrees and covenants that during the Term and until the later of 12 months thereafterfollowing the Termination Date, Employee he shall not, directly or indirectly, on behalf of Employee or on behalf of or with any other person, enterprise or entity, engage in any individual or representative capacity, engage or participate Prohibited Activity anywhere that the Company does business. “Prohibited Activity” is defined as any activity the Executive engages in any business, including its affiliated Internet entities, that is in competition with the Company same or any subsidiary or affiliate similar to the business of the Company in the United States of America in the field of television retailingCompany, including, without limitation, QVCproviding software and services related to experience management, Shop NBC (formerly called ValueVision) surveys, data collection, data analysis, reporting, dashboards, market research, customer experience, and/or employee experience or Shop at Homeany activity in which the Executive contributes the Executive’s knowledge, directly or indirectly, in whole or in part, as well as an employee, employer, operator, manager, advisor, consultant, founder, contractor, agent, partner, director, stockholder, officer, volunteer, or any company which subsequently enters other similar capacity to an entity engaged in the field same or similar business of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this SectionProhibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, Employee may own, for investment purposes only, up to five percent (5%) of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange proprietary information or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) the Company or any of its subsidiaries or affiliates places, or has placed for it, all or substantially all of its assets up for sale within one (1) year after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummatedconfidential information. Notwithstanding the foregoing, the Executive may (i) own, directly or indirectly, solely as a passive investment (x) up to 3% of the outstanding shares of the capital stock of any entity that is engaged in no event shall Employee be bound byany Prohibited Activity, or obligated (y) up to enter into3% of the aggregate claims as a limited partner or member to the proceeds of a venture capital or private equity firm that is a limited partnership; (ii) be employed by or serve as a consultant to an investment fund, including a venture capital, private equity or other type of investment fund that may have investments in businesses that are engaged in Prohibited Activity, so long as the Executive is not involved in any non-competition provisions referred substantial manner in the management or oversight of any such investment in such businesses; or (iii) engage in any other activity consented to in this Section 2(b) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) monthswriting by Parent.

Non-Competition. During Employee’s employment with the Company and for twelve (12) months thereafter, Employee The Consultant shall not, directly or indirectly, on behalf during the period (the “Restricted Period”) from the date hereof until the later of Employee or on behalf one year after the termination of or with any other person, enterprise or entity, in any individual or representative capacity, engage or participate in any business, including its affiliated Internet entities, that is in competition her consulting arrangement with the Company or any subsidiary or affiliate the third anniversary of the Closing date (as defined in the Asset Purchase Agreement dated September 10, 2007 by and among the Company, Consultant and other parties set forth on the signatory page thereto (the “APA”)): i) Without the prior written consent of the Company (A) directly or indirectly acquire or own in the United States of America any manner any interest (whether through a debt or equity instrument) in the field of television retailingany person, includingfirm, without limitationpartnership, QVCcorporation, Shop NBC association or other entity (formerly called ValueVision) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with including the Company. Notwithstanding anything else contained ) which engages or plans to engage in this Section, Employee may own, for investment purposes only, up to five percent (5%) any facet of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange Business or on the NASDAQ National Market System and if Employee is not otherwise affiliated with which competes or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest plans to compete in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) way with the Company or any of its subsidiaries or affiliates placesAffiliates anywhere with the Territory. Territory means any state (including the District of Columbia), territory or possession of the United States within which the Company presently or hereafter does business or within a 50-mile radius of any of the Owned Premises, Owned Real Estate, Real Property and/or Leased Premises (as defined in the APA), (B) be employed by or serve as an Consultant, agent, officer, director of, or has placed for itas a consultant to, all any person, firm, partnership, corporation, association or substantially all other entity which engages or plans to engage in any facet of the Business in which the Company now or hereafter engages or which competes or plans to compete in any way with the Company or any of its assets up for sale subsidiaries or Affiliates within one (1) year after termination of Employee’s employment hereunder the Territory, or (2C) Employee’s employment is terminated utilize her special knowledge of the business of the Company and her relationships with customers, suppliers and others to compete with Company and/or its Affiliates in connection any business which engages or plans to engage in any facet of the Business in which the Company now or hereafter engages or which competes or plans to compete in any way with the disposition Company or any of all its subsidiaries or substantially all Affiliates within the Territory; provided, however, that nothing herein shall be deemed to prevent either Consultant from (x) acquiring through market purchases and owning, solely as a passive investment, less than one percent in the aggregate of the equity securities of any class of any issuer whose shares are registered under §12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and are listed or admitted for trading on any United States national securities exchange or are quoted on the National Association of Securities Dealers Automated Quotation System, or any similar system of automated dissemination of quotations of securities prices in common use, so long as Consultant is not a member of any “control group” (within the meaning of the rules and regulations of the United States Securities and Exchange Commission) of any such assets issuer. Consultant acknowledges and agrees that the covenants provided for in this Section are reasonable and necessary in terms of time, area and line of business to protect the trade secrets of the Company. Consultant further acknowledges and agrees that such covenants are reasonable and necessary in terms of time, area and line of business to protect the Company’s legitimate business interests, which include its interests in protecting the Company’s (whether i) valuable confidential business information, (ii) substantial relationships with customers, and (iii) customer goodwill associated with the ongoing Business. Consultant hereby expressly authorizes the enforcement of the covenants provided for in this Section by sale of assets(A) the Company and its subsidiaries, equity or otherwise)(B) the Company’s permitted assigns, Employee agrees and (C) any successors to the Company’s business. To the extent that the covenants provided for in this Section may later be deemed by a court to be bound bytoo broad to be enforced with respect to its duration or with respect to any particular activity or geographic area, the court making such determination shall have the power to reduce the duration or scope of the provision, and to execute add or delete specific words or phrases to or from the provision. The provision as modified shall then be enforced. ii) The Consultant shall not, directly or indirectly, for herself or for any other person, firm, corporation, partnership, association or other entity (including the Company), (A) solicit any of the Company’s Consultants or employees employed in the Business, (B) call on or solicit any of the actual customers or clients of the Business, nor shall she make known the names and addresses of such additional instruments as may be necessary customers or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions information relating in any manner to the purchase and sale agreement for Company’s trade or business relationships with such assetscustomers, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to in this Section 2(b(C) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity manner, directly or indirectly, attempt to seek to cause any entity to refrain from dealing or doing business with the Company or assist any entity in violation doing so or attempting to do so or (D) employ any Consultants of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) monthsCompany.

Non-Competition. During In consideration for, among other things, the Company's agreements herein and the Company's and its Subsidiaries' agreements in the Merger Agreement, and recognizing the Employee’s employment with 's status as an Investor in the Company pursuant to the Investment Agreement and for twelve (12) months thereafter, Employee shall not, directly or indirectly, on behalf of Employee or on behalf of or with any other person, enterprise or entity, in any individual or representative capacity, engage or participate in any business, including its affiliated Internet entities, that is in competition with the Company or any subsidiary or affiliate as a stockholder of the Company in Company, the United States Employee hereby agrees that, during any period during which the Employee is employed by the Company, the period of America in one year following the field date of television retailingthe Employee's Termination upon Retirement, and/or any period during which the Employee is receiving any compensation pursuant to this Agreement, including, without limitation, QVCcompensation pursuant to Section 5(a) and 5(b) hereof during the Initial Severance Period, Shop NBC the Additional Severance Period, if any, and any other period during which payments are being made to the Employee pursuant to and in accordance with such Sections 5(a) and 5(b), and, if the Employee's employment with the Company terminates pursuant to Section 4(b) (formerly called ValueVisionby the Company for Cause) or Shop at HomeSection 4(e) (by the Employee without Good Reason) hereof, as well as then also during the longer of (i) the period of one year commencing on the date of such Termination of Employment, and (ii) the period of two years from the Closing Date, all of which applicable periods shall automatically be extended by a period of time equal to any company period in which subsequently enters the field Employee is in breach of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s any obligations under this Section 8 (all of which applicable periods, including any such extension, the "Restricted Period"), the Employee shall continue during the Term and for the period after the Term set forth above and shall notnot ----------------- engage, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to five percent directly or indirectly (5%) of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether except as a stockholder, partnerdirector, officer, and/or employee of the Company and/or any of its Subsidiaries), as a proprietor, equityholder, investor (except as a passive investor holding not more than 3% of the outstanding capital stock of a publicly held company), lender, partner, director, officer, employee, consultant consultant, or otherwise. In representative, or in any other capacity: (A) in the event manufacture of folding cartons or sleeves manufactured, at least in part, of rigid plastic, (B) the manufacture, design, printing or production of specialty packaging products for use in the cosmetics, entertainment (including recorded music, video, software, multimedia and electronic gaming) or tobacco markets, in each case anywhere in the world (the Employee hereby acknowledging that the Company and its Subsidiaries do such business worldwide), or (1C) in any other business which the Company or any of its subsidiaries Subsidiaries may conduct at any time during the period of the Employee's employment hereunder, anywhere that the Company or affiliates places, or has placed for it, all or substantially all of any its assets up for sale within one (1) year after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with Subsidiaries may conduct such business at any time during the disposition of all or substantially all term of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to in this Section 2(b) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) monthsobligations.

Non-Competition. During Employeea. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows: (1) Executive agrees that during the term of employment and until the first anniversary of the date of termination of Executive’s employment with the Company or any subsidiary of the Company, as the case may be (the “Non-Competition Period”), the Executive will not directly or indirectly, (i) engage in any business that operates quick service restaurants that compete directly with the business of El Pollo Loco, Inc. or its Affiliates in any market in which El Pollo Loco, Inc. or its Affiliates presently operate restaurants or have targeted operating restaurants at the time of termination of Executive’s employment (a “Competitive Business”), (ii) enter the employ of, or render any services to, any person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, or (iv) interfere with business relationships (whether formed before or after the date of this Agreement) between the Company or any of its Affiliates and for twelve customers, suppliers, partners, members or investors of the Company or its Affiliates. Notwithstanding the foregoing, Executive may, directly or indirectly own, solely as an investment, securities of any person engaged in Competitive Business which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (12i) months thereafteris not a controlling person of, Employee shall or a member of a group which controls, such person and (ii) does not, directly or indirectly, on behalf own 5% or more of Employee any class of securities of such person. (2) Executive further agrees that during the Non-Competition Period, Executive will not, directly or on behalf indirectly, (i) solicit or encourage any employee of the Company or with its Affiliates to leave the employment of the Company or its Affiliates, (ii) hire any other person, enterprise such employee who was employed by the Company or entity, in any individual or representative capacity, engage or participate in any business, including its affiliated Internet entities, that is in competition Affiliates as of the date of Executive’s termination of employment with the Company or any subsidiary or affiliate who left the employment of the Company in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period Affiliates within one year prior to or after the Term set forth above and shall not, for any reason, cease upon termination of EmployeeExecutive’s employment with the Company. Notwithstanding anything else , or (iii) solicit or encourage to cease to work with the Company or its Affiliates any consultant then under contract with the Company or its Affiliates. b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this SectionSection 8 to be reasonable, Employee if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may ownjudicially determine or indicate to be enforceable. Alternatively, for investment purposes onlyif any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, up and such restriction cannot be amended so as to five percent (5%) make it enforceable, such finding shall not affect the enforceability of any of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used other restrictions contained herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) the Company or any of its subsidiaries or affiliates places, or has placed for it, all or substantially all of its assets up for sale within one (1) year after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to in this Section 2(b) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) months.

Non-Competition. During Employee’s employment with Employee acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows: (a) During the Period of Employment and, for twelve a period of two (122) months thereafteryears following the date Employee ceases to be employed by the Company for any reason (the "Restricted Period"), Employee shall will not, directly or indirectly, on behalf of Employee or on behalf of or with any other person, enterprise or entity, (i) engage in any individual or representative capacity, engage or participate in any business, including its affiliated Internet entities, business for Employee's own account that is in competition competes with the business of the Company or any subsidiary or affiliate of the Company in the United States of America in the field of television retailing, its affiliates (including, without limitation, QVCbusinesses which the Company or its affiliates have specific plans to conduct in the future and as to which Employee is aware of such planning), Shop NBC (formerly called ValueVisionii) enter the employ of, or Shop at Homerender any services to, any person engaged in any business that competes with the business of the Company or its affiliates, (iii) acquire a financial interest in any person engaged in any business that competes with the business of the Company or its affiliates, directly or indirectly, as well as any company which subsequently enters the field of television retailing as its primary an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, or (iv) interfere with business relationships (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period whether formed before or after the Term set forth above date of this Agreement) between the Company or any of its affiliates and shall customers, suppliers, partners, members or investors of the Company or its affiliates. (b) Notwithstanding anything to the contrary in this Agreement, Employee may, directly or indirectly, own, solely as an investment, securities of any person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on an over-the- counter market if Employee (i) is not a controlling person of, or a member of a group which controls, such person and (ii) does not, for any reasondirectly or indirectly, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to own five percent (5%) of the stock or more of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange class of securities of such person. (c) During the Restricted Period, Employee will not, directly or on the NASDAQ National Market System and if Employee is not otherwise affiliated with indirectly, (i) solicit or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring encourage any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) employee of the Company or any its affiliates to leave the employment of the Company or its subsidiaries or affiliates placesaffiliates, or has placed for it, all (ii) hire any such employee who was employed by the Company or substantially all its affiliates as of the date of Employee's termination of employment with the Company or who left the employment of the Company or its assets up for sale affiliates within one (1) year prior to or after the termination of Employee’s 's employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all of such assets Company. (whether by sale of assets, equity or otherwise)d) During the Restricted Period, Employee agrees will not, directly or indirectly, solicit or encourage to be bound by, cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates. (e) It is expressly understood and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond agreed that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions although Employee and the transaction contemplated thereby is consummated. Notwithstanding Company consider the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to restrictions contained in this Section 2(b) which extend beyond twelve (12) months12 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in each case from this Agreement is an unenforceable restriction against Employee, the date provisions of termination this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of Employee’s employment hereunder or whose scope extends competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the scope enforceability of any of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) monthsother restrictions contained herein.

Non-Competition. During Employee(a) The Executive further acknowledges that in the course of employment the Executive will be assigned duties that will give the Executive knowledge of confidential and proprietary information which relates to the conduct and details of the Corporation’s business including the Corporation’s customers and marketing programs and which may result in irreparable injury to the Corporation if the Executive could enter into the employment of a business which is the same as or similar to and which is competitive to the Business (as Business is hereinafter defined) of the Corporation. The Executive agrees with, and for the benefit of, the Corporation that the Executive shall not without the prior written approval of the Board of Directors of the Corporation during the term of the Executive’s employment with the Company and for twelve Corporation or at any time within the period of two (122) months thereafteryears following the date of cessation of the Executive’s employment with the Corporation, Employee shall nothowever caused, either as an individual or as a partner or joint venturer or otherwise in conjunction with any person or persons, firm, association, syndicate, company or corporation, as principal, agent, consultant, director, officer, employee, investor or in any other manner whatsoever, directly or indirectly, on behalf of Employee carry on, be engaged in, be interested in, or on behalf of be concerned with, or with any other person, enterprise or entity, in any individual or representative capacity, engage or participate in any business, including its affiliated Internet entities, that is in competition with permit the Company Executive’s name or any subsidiary part thereof to be used or affiliate employed by any such person or persons, firm, association, syndicate, company or corporation, carrying on, engaged in, interested in or concerned with, a business which is the same as or similar to the business conducted by the Corporation as at the date of cessation of the Company in Executive’s employment (the “Business”) within Canada and the United States of America or anywhere in the field world. (b) The Executive has the right to request the Corporation in advance for its agreement that a proposed business or position is not prohibited within the terms of television retailingthis Agreement. If the Executive receives written acknowledgment by the Corporation that the Corporation does not object to the Executive’s participation in any proposed business or position, including, without limitation, QVC, Shop NBC then the Executive shall be allowed to so participate. (formerly called ValueVisionc) or Shop at Home, This Article shall not prevent the Executive from purchasing as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, a passive investor up to five percent (5%) 2% of the stock outstanding publicly traded shares or other securities of any Competing Company if it is a publicly-held corporation whose stock is either class of an issuer listed on a national recognized stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) the Company or any of its subsidiaries or affiliates places, or has placed for it, all or substantially all of its assets up for sale within one (1) year after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to in this Section 2(b) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) monthsexchange.

Non-Competition. During Employee’s employment with From and after the Company Closing until the date 36 months after the Closing Date, Seller, shall not and cause its Affiliates and Representatives (the “Restricted Parties”) not to, (a) use the Customer Database or any portion thereof to make any direct marketing to the customers on the Players List for twelve any property located within a 45-mile radius of the Properties (12the “Restricted Area”), (b) months thereaftersell, Employee shall notlicense or otherwise permit any Person to use the Customer Database or any portion thereof to make any direct marketing to the customers on the Players List for any property located within the Restricted Area or (c) own, directly or indirectlyoperate, on behalf of Employee or on behalf of or with any other personlease, enterprise or entitymanage, in any individual or representative capacitycontrol, engage or participate in any businessin, including its affiliated Internet entitiesinvest in, that is in competition with the Company or any subsidiary or affiliate of the Company in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to five percent (5%) of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting act as consultant or advisor to, being employed by or acquiring render a service that is utilized primarily for the operation of slot machines, table games or pari-mutuel wagering for (in each case whether alone or in association with any direct Person), any Person that generates more than 10% of its revenues from the ownership or indirect interest operation of slot machines, table games or pari-mutuel wagering at a facility located within the Restricted Area. Notwithstanding the immediately preceding sentence or anything else to the contrary in this Agreement, (x) the Restricted Parties may own, operate, lease, manage, control, engage in, invest in, act as a consultant or advisor to, or render a service that is used primarily for the operation of video lottery terminals outside of the state of Maryland, (y) the Restricted Parties may invest in any business pooled investment vehicle if no Restricted Party is a controlling person of, or enterprisea member of a group which controls, whether such pooled investment vehicle and may own, solely through passive ownership as a stockholderportfolio investment (with no director designation rights or other special governance rights), partnersecurities of any person which are publicly traded on a national or regional stock exchange or over the counter if no Restricted Party (i) is a controlling person of, officeror a member of a group which controls, director, employee, consultant such person and (ii) directly or otherwise. In the event that indirectly owns 5% or more of any class of securities of such person (1z) the provisions set forth in clauses (a) and (b) of the immediately preceding sentence shall not apply to the use, sale or license of any information relating to any customer or player of the Company that is included, at the time of acquisition or merger, in any customer list, customer database or historical records of any Person that operates slot machines, table games or pari mutual wagering that Guarantor or any of its subsidiaries or affiliates placesAffiliates acquires, or has placed for itin a single transaction, by purchase of all of the outstanding equity securities or substantially all of its the assets up for sale within one (1) year after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all of such assets (whether by sale of assetsPerson or its parent entity or merger with such Person or its parent entity, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to in this Section 2(b) which extend beyond twelve (12) months, in each case from after the date of termination of Employee’s employment hereunder or whose scope extends hereof and (aa) the scope of the non-competition provisions set forth in this Section 2(b). The twelve clause (12c) month time period referred of the immediately preceding sentence shall not apply to above shall be tolled on or prohibit the acquisition by Guarantor or any of its Affiliates of another company that operates a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging business in the conduct referred to Restricted Area, or the ownership or operation of such business following such acquisition, that would otherwise violate clause (c) of the immediately preceding sentence; provided, that in this Section 2(bthe case of clauses (ii) for a full twelve and (12) monthsiii), such acquired Person or its Subsidiaries operates multiple gaming or wagering locations outside of the Restricted Area.

Non-Competition. During Employee’s employment with Each of the Members (other than PAGP) hereby acknowledges that the Company and its Subsidiaries operate in a competitive business and compete with other Persons operating in the midstream segment of the oil and gas industry for twelve (12) months thereafteracquisition opportunities. Each of the Members agrees that during the period that it is a Member, Employee it shall not, directly or indirectly, on behalf use any of Employee the confidential information it receives as a Member or on behalf which its designee receives as a Director of or with any other person, enterprise or entity, in any individual or representative capacity, engage or participate in any business, including its affiliated Internet entities, that is in competition with the Company or as the Oxy Observer to compete with, or engage in or become interested financially in as a principal, employee, partner, shareholder, agent, manager, owner, advisor, lender, guarantor of any subsidiary Person that competes in North America with, the business conducted by the Company and its Subsidiaries; provided, however, that when a Member engages in such activities, there shall be no presumption of misuse of such confidential information solely because a Representative or affiliate Director designee of such Member or the Oxy Observer may retain a mental impression of any such confidential information. The Company and the Members acknowledge that a Member may have in conception or development technology or business opportunities which may be very similar or even identical to the Company’s confidential information and, so long as such Member abides by Section 10.4, neither such Member nor its designee Director or observer shall have any other restriction on such technology or business opportunities and the Company and the other Members shall have no rights in such technology or business opportunities. The Company and each of the Members also acknowledge and agree that (i) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Capital Advisors L.P. and its Affiliates (“▇▇▇▇▇ ▇▇▇▇▇▇▇▇”), First Reserve XII Advisors, L.L.C. and its Affiliates (“First Reserve”), and EMG Investment, LLC and its Affiliates (“EMG”) manage investments in the energy industry in the ordinary course of business (such investments referred to as “Institutional Investments”) and that ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, First Reserve and EMG may make Institutional Investments, even if such Institutional Investments are competitive with the Partnership’s and its Subsidiaries’ business; (ii) Oxy Holding Company (Pipeline), Inc. (“Oxy”) and its Affiliates engage in business that includes activities and business or strategic interests or investments that are related to, complement or compete with the businesses of the Company and its Subsidiaries and that Oxy and its Affiliates may engage in the United States such activities or business; and (iii) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, First Reserve, EMG, Oxy and their respective Affiliates (A) shall not be prohibited, by virtue of America its status as a Member or its designation of a Director or an observer, from pursuing or engaging in the field of television retailing, including, without limitation, QVC, Shop NBC such Institutional Investments described in clause (formerly called ValueVisioni) above or Shop at Homeactivities or interests described in clause (ii) above, as well as any company which subsequently enters the field of television retailing as its primary business applicable; (collectivelyB) shall not be obligated, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall notor have a duty, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to five percent (5%) of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange inform or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) present to the Company or any of its subsidiaries Subsidiaries, of any opportunity, relationship or affiliates placesinvestment (and no other Member will acquire or be entitled to any interest or participation in any such opportunity, relationship or investment) and shall not be bound by the doctrine of corporate opportunity (or any analogous doctrine); and (C) shall not be deemed to have a conflict of interest with, or has placed for itto have breached this Section 11.1 or any duty (if any), all whether express or substantially all implied by law, to, the Company or its Affiliates or any other Member by reason of such Member’s (or any of its assets up for sale within one (1Representative’s or equity holder’s) year after termination involvement in such activities or interests; provided, that in all cases, such Institutional Investments are not in violation of Employee’s employment hereunder the provisions of Section 10.4 or (2) Employee’s employment is terminated in connection with the disposition second sentence of all or substantially all this Section 11.1. Each of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided Members confirms that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to restrictions in this Section 2(b) which extend beyond twelve (12) months, in 11.1 are reasonable and valid and all defenses to the strict enforcement thereof are hereby waived by each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) monthsMembers.

Non-Competition. During Employee’s employment with the Company and for twelve Restriction Period (12as defined in Section 12(b) months thereafterbelow), Employee the Executive shall not, directly or indirectly, on behalf of Employee or on behalf of or with any other person, enterprise or entity, not engage in any individual or representative capacity, engage or participate in any business, including its affiliated Internet entities, that is in competition Competition with the Company or any subsidiary or affiliate Subsidiary. "Competition" shall mean engaging in any activity, except as provided below, for a Competitor of the Company in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to five percent (5%) of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterpriseSubsidiary, whether as a stockholderan employee, partnerconsultant, principal, agent, officer, director, employeepartner, consultant shareholder (except as a less than one percent shareholder of a publicly traded company) or otherwise. In A "Competitor" shall mean (i) Bed Bath & Beyond, Inc., Strouds, Inc., Home Express Inc. and Home Place Inc. (and any successor or successors thereto); (ii) any specialty retailer if 40% or more of its revenues (based on the event most recent quarterly or annual financial statements available) are derived from the sale of home textiles or housewares; (iii) any corporation, other entity, or start-up corporation or other entity engaged primarily or organized for the purpose of engaging primarily in the sale of home textiles or housewares having a total capitalization (equity and/or long-term debt) in excess of $30,000,000 or revenues (based on the most recent quarterly or annual financial statements available) in excess of $25,000,000. If the Executive commences employment or becomes a consultant, principal, agent, officer, director, partner, or shareholder of any entity that is not a Competitor at the time the Executive initially becomes employed or becomes a consultant, principal, agent, officer, director, partner, or shareholder of the entity, future activities of such entity shall not result in a violation of this provision unless (1x) such activities were contemplated by the Executive at the time the Executive initially became employed or becomes a consultant, principal, agent, officer, director, partner, or shareholder of the entity or (y) the Executive commences directly or indirectly overseeing or managing the activities of such Competitor which are competitive with the activities of the Company or any Subsidiary. The Executive shall not be deemed indirectly overseeing or managing the activities of its subsidiaries or affiliates places, or has placed for it, all or substantially all of its assets up for sale within one (1) year after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection such Competitor which are competitive with the disposition activities of all the Company or substantially all of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments Subsidiary so long as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating he does not regularly participate in discussions with regard to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to in this Section 2(b) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope conduct of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) monthscompeting business.

Non-Competition. During Employee’s employment with (a) The term of Non-Competition (herein so called) shall be for a term beginning on the date hereof and continuing until (i) if this Agreement is terminated during the Employment Period by either the Company and or the Executive for twelve any reason, the first anniversary of the Date of Termination or (12ii) months thereafterif the Employment Period expires by reason of a Non-Renewal Notice, Employee shall notthe last day of the Employment Period. (b) During the term of Non-Competition, the Executive will not (other than for the benefit of the Company pursuant to this Agreement) directly or indirectly, on behalf of Employee individually or on behalf of or with any other person, enterprise or entity, in any individual or representative capacity, engage or participate in any business, including its affiliated Internet entities, that is in competition with the Company or any subsidiary or affiliate of the Company in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to five percent (5%) of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, an officer, director, employee, consultant shareholder, consultant, contractor, partner, joint venturer, agent, equity owner or otherwise. In in any capacity whatsoever, (i) engage in any radio broadcasting business that transmits a primary or city-grade signal within a Metro Survey Area (as currently defined by The Arbitron Company in its Radio Markets Reports) in which a station directly operated by the event that Company transmits a primary or city-grade signal (1), with respect to the term of Non-Competition that is during the Executive's employment, during such term of employment, and (2), with respect to the term of Non-Competition that is after the term of the Executive's employment, on the Date of Termination (all such areas being collectively called the "Geographic Area") (a "Competing Business"), (ii) hire, attempt to hire, or contact or solicit with respect to hiring any employee of the Company, or (iii) divert or take away any customers or suppliers of the Company or any of its subsidiaries or affiliates places, or has placed for it, all or substantially all of its assets up for sale within one (1) year after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummatedGeographic Area. Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in no event shall Employee be bound by, or obligated to enter into, such competing business in any non-competition provisions referred to way prohibited by the preceding clause. As used in this Section 2(b9(b) which extend beyond twelve (12) monthsand in Section 6), in each case from "Company" shall include the date Company and any of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) monthsits subsidiaries.

Non-Competition. During Employee’s employment with (a) The term of Non-Competition (herein so called) shall be for a term beginning on the date hereof and continuing until (i) if this Agreement is terminated during the Employment Period by either the Company and or the Executive for twelve any reason, the first anniversary of the Date of Termination or (12ii) months thereafterif the Employment Period expires by reason of a Non-Renewal Notice, Employee the last day of the Employment Period. If this Agreement is terminated by the Executive for Good Reason prior to the beginning of the Employment Period the Executive shall notnot be bound by the provisions of this Section 9. (b) During the term of Non-Competition, the Executive will not (other than for the benefit of the Company pursuant to this Agreement) directly or indirectly, on behalf of Employee individually or on behalf of or with any other person, enterprise or entity, in any individual or representative capacity, engage or participate in any business, including its affiliated Internet entities, that is in competition with the Company or any subsidiary or affiliate of the Company in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to five percent (5%) of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, an officer, director, employee, consultant shareholder, consultant, contractor, partner, joint venturer, agent, equity owner or otherwise. In in any capacity whatsoever, (i) engage in any radio broadcasting business that transmits a primary or city-grade signal within a Metro Survey Area (as currently defined by The Arbitron Company in its Radio Markets Reports) in which a station directly operated by the event that Company transmits a primary or city-grade signal (1), with respect to the term of Non-Competition that is during the Executive's employment, during such term of employment, and (2), with respect to the term of Non-Competition that is after the term of the Executive's employment, on the Date of Termination (all such areas being collectively called the "Geographic Area") (a "Competing Business"), (ii) hire, attempt to hire, or contact or solicit with respect to hiring any employee of the Company, or (iii) divert or take away any customers or suppliers of the Company or any of its subsidiaries or affiliates places, or has placed for it, all or substantially all of its assets up for sale within one (1) year after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummatedGeographic Area. Notwithstanding the foregoing, the Company agrees that none of the following shall constitute a violation by Executive of this Section 6; (A) ownership by the Executive of less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in no event shall Employee be bound bysuch competing business in any way prohibited by the preceding sentence, (B) Executive serving in the capacity of director of SFX Entertainment, Inc., or obligated to enter into(C) ownership of less than a 5% voting or equity interest in Resource Media, any non-competition provisions referred to Phoenix. As used in this Section 2(b9(b) which extend beyond twelve (12) monthsand in Section 6), in each case from "Company" shall include the date Company and any of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) monthsits subsidiaries.

Non-Competition. (1) During Employee’s employment with the Company and for twelve (12) months thereafterterm hereof, without approval by the Board, the Employee shall will not, directly or indirectly, on behalf (i) engage or become interested, directly or indirectly, as owner, employee, director, partner, consultant, through stock ownership (except ownership of Employee not more than one percent (1%) of any class of securities of a corporation which is publicly traded), investment of capital, lending of money or on behalf property, rendering of services, or otherwise, either alone or in association with any other person, enterprise or entityothers, in any individual business which competes directly or representative capacityindirectly with the business of the Employer, (ii) induce or attempt to induce any customer of the Employer to reduce such customer's business with the Employer, or (iii) solicit any of the Employer's employees to leave the employ of the Employer or employ any of such Employees, except for the Employee's administrative assistant. (2) For a period of one (1) year after any termination of employment, the Employee will not, directly or indirectly, (i) engage or participate in any businessbecome interested, including its affiliated Internet entities, that is in competition with the Company directly or any subsidiary or affiliate of the Company in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Homeindirectly, as well as any company which subsequently enters the field owner, employee, director, partner, consultant, through stock ownership (except ownership of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to not more than five percent (5%) of any class of securities of a corporation which is publicly traded), investment of capital, lending of money or property, rendering of services, or otherwise, either alone or in association with others, in any healthcare real estate investment trust financing business which competes directly and materially with the stock business of the Employer or (ii) solicit any Competing Company if it of the Employer's employees to leave the employ of the Employer or employ any of such employees, except for the Employee's administrative assistant. The Employee recognizes and acknowledges that his obligations under this Section 5.1(b) are limited to the geographic areas in which the Employer is a publicly-held corporation whose stock is either listed on a national stock exchange doing business at the time of the expiration or termination of this Agreement. (3) As used in Sections 5.1, 5.2, 7.2 and 7.3, the term "Employer" shall mean Meditrust Corporation or its subsidiaries and affiliates. The restrictions on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) the Company or any of its subsidiaries or affiliates places, or has placed for it, all or substantially all of its assets up for sale within one (1) year after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to in this Section 2(b) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above 5.1 shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging not apply in the conduct referred to case of a Termination Upon a Change in this Section 2(b) for a full twelve (12) monthsControl.

Non-Competition. During Employee’s employment with (a) In addition to the Company consideration specified in Section 5(b) below, in consideration of access to trade secrets and other proprietary information of the Company, and in consideration of the options and bonus specified in Sections 2 and 3 of this Amendment, for twelve a period (12the "Noncompetition Period") months thereafterfrom the Effective Date to the later of (x) two years thereafter or (y) one year after the Employee leaves the employ of the Company, Employee shall will not, directly or indirectly, on behalf of Employee or on behalf of or with any other person, enterprise or entity, in any individual or representative capacity, engage or participate in any business, including its affiliated Internet entities, that is in competition with the Company or any subsidiary or affiliate of the Company in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC : (formerly called ValueVisioni) or Shop at Home, accept a position as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to five percent (5%) of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, an officer, director, employee, consultant agent, consultant, representative of (A) a person or otherwise. In entity that is engaged in development of raw land for residential construction or in the event construction and sale of single family homes in any area that includes metropolitan Denver, metropolitan Phoenix, South Florida, California, Texas, or any area in which the Continental Region has done business for the twelve preceding calendar months (1collectively, the "Prohibited Territory") or (B) any other person or entity that, as of the date of Employee's termination, competes directly with the Company or any of its subsidiaries in the Prohibited Territory (an entity described in either part (A) or affiliates places(B) is referred to in this Agreement as a "Competitor" and the activities described in part (A) as "Competing Activities"); (ii) acquire or fail to dispose of any stock or other ownership interest in any Competitor, other than investments equal to less than one per cent of the outstanding stock of any class issued by any publicly traded company; (iii) undertake any Competing Activities in the Prohibited Territory for his own account; (iv) solicit or seek business from any of the Company's customers, prospective customers, suppliers, or has placed for it, all prospective suppliers; or (v) hire or substantially all engage any employee of its assets up for sale within one the Company or induce any employee of the Company to leave his or her employment with the Company on behalf of any Competitor. (1b) year after Upon termination of Employee’s employment hereunder the Agreement (i) by the Company without Cause or (2ii) Employee’s employment is terminated in connection with the disposition of all or substantially all of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this AgreementGood Reason, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and Company does not at such time have grounds for termination for Cause, the transaction contemplated thereby is consummated. Notwithstanding Company shall pay to Employee an amount equal to two times the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions sum referred to in this Section 2(b8(c) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth Agreement as further consideration for Employee's agreement not to compete with the Company during the Noncompetition Period. (c) In consideration of the payment provided in this part (b) above and the options in bonus in Sections 2 and 3 above, Employee agrees that Section 2(b). The twelve (128(c) month time period referred to above of the Agreement shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging amended by deleting the words three times in the conduct referred to in this Section 2(b) for a full twelve (12) monthssecond line thereof.

Non-Competition. During Employeea. The Executive acknowledges that, during the course of the Executive’s employment or similar engagement with the Company and for twelve its controlled affiliates (12) months thereafterincluding their respective predecessors in interest), Employee the Executive has or will become familiar with the trade secrets of, and other Confidential Information concerning, those entities and that the Executive’s services have been, and are reasonably expected to be, of special, unique and extraordinary value to the Company and its affiliates. As a result, the Executive agrees that, during the Noncompete Period, the Executive shall not, not directly or indirectlyindirectly own any interest in, on behalf of Employee manage, control, participate in, be employed by, consult with, render services for, or on behalf of or with any other person, enterprise or entity, in any individual or representative capacity, manner engage or participate in any business, including its affiliated Internet entities, that is Competing Business within any geographical area in competition with the Company or any subsidiary or affiliate of the Company in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to five percent (5%) of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) the Company or any of its subsidiaries controlled affiliates engage or have active plans at the Date of Termination to engage in such businesses. The Executive acknowledges and agrees that this restriction is without specific geographic limitation inasmuch as the Company and its affiliates placesconduct business on a nationwide and international basis, that its sales and marketing prospects are for continued expansion both nationally and internationally, that access to the Company’s Confidential Information would provide any national or has placed for it, all or substantially all of its assets up for sale within one (1) year after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection international competitor with the disposition of all or substantially all of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound byan unfair competitive advantage, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound bythat, therefore, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to in this Section 2(b) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions restrictions set forth in this Section 2(b)section are reasonable and properly required for the adequate protection of the legitimate interests of the Company. The twelve (12) month time period referred to above Nothing herein shall be tolled on a day-for-day basis for each day during which Employee participates in prohibit the Executive from owning beneficially not more than 2% of any activity in violation class of this Section 2(b) outstanding equity securities or other comparable interests of any issuer that is publicly traded, so that Employee is restricted from engaging long as the Executive has no active participation in the conduct referred to business of such issuer. For purposes hereof, the term “Competing Business” means any business that is engaged in the production or sale of products that compete with the products produced, distributed or sold by the Company or its controlled affiliates (or are in the process of being actively developed by such entities) as of the Date of Termination. This restriction shall not prevent the Executive from working for a subsidiary, division, venture or other business or functional service unit (collectively a “Unit”) of a Competing Business so long as (i) such Unit is not itself a Competing Business, (ii) the Executive does not manage or participate in business activities or projects of any Unit that is a Competing Business, and (iii) the Executive otherwise strictly complies with the restrictive covenants contained in this Section 2(b) for a full twelve (12) monthsExhibit.

Non-Competition. During Employee’s employment with the Company and for twelve (12) months thereafter, Employee shall not, directly or indirectly, on behalf of Employee or on behalf of or with any other person, enterprise or entity, in any individual or representative capacity, engage or participate in any business, including its affiliated Internet entities, that is in competition with the Company or any subsidiary or affiliate Because of the Company in legitimate business interest of Employer as described herein and the United States of America in the field of television retailinggood and valuable consideration offered to Employee, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Employment Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to five percent (5%) of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) the Company or any of its subsidiaries or affiliates places, or has placed for it, all or substantially all of its assets up for sale within one (1) year after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to in this Section 2(b) which extend beyond next twelve (12) months, in each case from to run consecutively, beginning on the date of termination last day of Employee’s employment hereunder with Employer, for any reason or whose scope extends no reason (except for termination by Employer without Cause in which case the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above restrictive covenants shall be tolled on a day-for-day basis for each day during which deemed to be waived by Employer) and whether employment is terminated at the option of Employee participates or Employer, Employee agrees and covenants not to engage in any activity in violation Prohibited Activity within the United States. For purposes of this Section 2(b) so 7, “Prohibited Activity” is activity in which Employee contributes his knowledge, time, or other resources, directly or indirectly, in whole or in part, as an employee, employer, owner, operator, manager, advisor, consultant, agent, employee, partner, director, stockholder, officer, volunteer, intern or any other similar capacity to an entity engaged in the same or similar business as the Business or other Lifted Businesses. Prohibited Activity also includes activity that may require or inevitably requires disclosure of trade secrets, proprietary information or confidential information of Employer. Nothing herein shall prohibit Employee from purchasing or owning less than 5% of the publicly traded securities of any corporation, provided that such ownership represents a passive investment and that Employee is restricted not a controlling person of, or a member of a group that controls, such corporation. This Section 7 does not, in any way, restrict or impede Employee from engaging in exercising protected rights to the conduct referred extent that such rights cannot be waived by agreement, or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation or order. Employee shall promptly provide written notice of any such order to in this Section 2(b) for a full twelve (12) monthsEmployer.

Non-Competition. (A) The Employee understands and recognizes that his services to the Corporation are special and unique and agrees that, during the term of this Agreement and, unless such termination is by the Employee pursuant to 7(A)(iii)(a) below, for a period of six (6) months from the date of termination of his employment hereunder, he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity ("Person"), enter into or engage in any business engaged in the development or commercialization of products directly competitive with products of the Corporation, including products under development by the Corporation, either as an individual for his own account, or as a partner, joint venturer, executive, agent, consultant, salesperson, officer, director or shareholder of a Person operating or intending to operate in the areas of therapeutics for congestive heart failure, carbohydrate-based combinatorial chemistry, the treatment of diseases by drugs which act through the modulation of superoxide dismutase, or Corporation's future business, proposed business or future research activities or any additional areas of business as shall be updated from time to time by the parties to take into account additional areas of business in which the Corporation may become engaged), within the geographic area of the Corporation's business. This Paragraph 5(A) shall not be construed to prohibit the ownership by Employee of not more than 1% of the capital stock of any corporation engaged in any of the foregoing businesses which has a class of securities registered pursuant to the Securities Exchange Act of 1934. (B) During Employee’s employment with the Company term of this Agreement and for twelve six (126) months thereafter, Employee shall not, directly or indirectly, on behalf without the prior written consent of Employee the Corporation, solicit or on behalf induce any employee of or with any other person, enterprise or entity, in any individual or representative capacity, engage or participate in any business, including its affiliated Internet entities, that is in competition with the Company Corporation or any subsidiary or affiliate to leave the employ of the Company in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) Corporation or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall not, affiliate or hire for any reason, cease upon purpose any employee of the Corporation or any affiliate or any employee who has left the employment of the Corporation or any affiliate within six months of the termination of Employee’s said employee's employment with the Company. Notwithstanding anything else contained in Corporation; or (C) In the event that the Employee breaches any provisions of this Section, Employee may own, for investment purposes only, up to five percent (5%) of the stock of any Competing Company if it Section 5 or there is a publicly-held corporation whose stock is either listed on a national stock exchange or on threatened breach, then, in addition to any other rights which the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used Corporation may have, the Corporation shall be entitled to seek injunctive relief to enforce the restrictions contained herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) an actual proceeding is brought in equity to enforce the Company or any of its subsidiaries or affiliates places, or has placed for it, all or substantially all of its assets up for sale within one (1) year after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to in this Section 2(b) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted 5, the Corporation shall not be prevented from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) monthsseeking any other remedies which may be available.

Non-Competition. (a) During Employee’s employment with the Company Non-Compete Period and for twelve in the Restricted Region, neither Seller nor any of its Affiliates controlled by, or forming a part of, GE Aviation will (12i) months thereaftermanage, Employee shall notoperate, engage in, or own directly or indirectlyindirectly any Equity Interests in any Person engaged in (A) the Business or (B) the business of designing, on behalf of Employee developing, operating, manufacturing, marketing, servicing and selling thrust reverser actuation systems (a “TRAS Business”), or on behalf of or with (ii) actively assist any other personparty to compete with Buyer in the Business or in a TRAS Business. (b) For the purpose of this Section 5.13, enterprise “Buyer” will include its subsidiaries, divisions and Affiliates as they may exist from time to time, and its successors and assigns, including any Person succeeding to title to the goodwill of the Business or entitythe Purchased Assets from Buyer. (c) Notwithstanding the foregoing provisions of Section 5.13(a), and without implicitly agreeing that the following activities would be subject to the provisions of Section 5.13(a), nothing in this Agreement shall preclude, prohibit or restrict Seller or any other Person that is a part of GE Aviation from engaging in any individual or representative capacity, engage or participate manner in any business(i) Financial Services Business, including its affiliated Internet entities(ii) Existing Business Activities, (iii) De Minimis Business or (iv) business activity that would otherwise violate Section 5.13(a) that is in competition with the Company or acquired from any subsidiary or affiliate of the Company in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC Person (formerly called ValueVisionan “After-Acquired Business”) or Shop at Home, as well as is carried on by any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to five percent (5%) of the stock of any Competing Company if it Person that is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed acquired by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) the Company combined with Seller or any of its subsidiaries or affiliates places, or has placed for it, all or substantially all of its assets up for sale within one (1) year after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to in this Section 2(b) which extend beyond twelve (12) months, their Affiliates in each case after the Closing (an “After-Acquired Company”); provided that with respect to this clause (iv), so long as within eighteen (18) months after the consummation of the purchase or other acquisition of the After-Acquired Business or the After-Acquired Company, Seller or such other Person, as applicable, signs a definitive agreement to dispose of, and subsequently disposes of, the relevant portion of the business or securities of the After-Acquired Business or the After-Acquired Company or at the expiration of such eighteen (18) month period the business of the After-Acquired Business or the After-Acquired Company complies with this Section 5.13; provided however, that no such disposition shall be required to the extent the revenue from the date of termination of Employee’s employment hereunder or whose scope extends the scope competing portion of the nonbusiness of the After-competition Acquired Business or After-Acquired Company is less than both (a) $15,000,000 and (b) 15% of the aggregate revenue of such After-Acquired Business or After-Acquired Company for the fiscal year immediately preceding the measurement date. (d) If at any time the provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred 5.13 will be determined to in be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 2(b) for a full twelve (12) months5.13 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and this Section 5.13 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. During Employee’s employment with the Company Restricted Period, (a) none of the members of the Non-Compete Group or any of their Affiliates shall engage in Restricted Activities in the Restricted Area, and for twelve (12b) months thereafternone of the members of the Non-Compete Group or any of their Affiliates shall serve as an officer, Employee shall notdirector, partner, member, employee, consultant, contractor, joint venturer, or agent of, or own, directly or indirectly, on behalf of Employee or on behalf of or with any other person, enterprise or entity, equity interest in any individual or representative capacityPerson that engages in Restricted Activities within the Restricted Area; provided, engage or participate in any business, including its affiliated Internet entitieshowever, that (i) MEP may serve as an officer, director, partner, member, employee, consultant, contractor, joint venturer, stockholder, or agent of the PREIT Entities and may serve as a director of any Person that is not engaged in competition nor has any stated business plan to be engaged in Restricted Activities in the Restricted Area as of the date when MEP would become a director of such Person; provided, however, that, if MEP becomes a director of such Person, and such Person subsequently engages in Restricted Activities, MEP shall recuse himself from participation in the activities of the board of directors of such Person on all matters in connection with the Company or Restricted Activities of such Person, (ii) the Non-Compete Group may make passive investments in a class of equity securities of any subsidiary or affiliate Person that is engaged in Restricted Activities in the Restricted Area, so long as such investment does not exceed with respect to any Person in the aggregate for all of the Company in members of the United States Non-Compete Group and any of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to their Affiliates five percent (5%) of the stock voting power of the voting equity securities of such Person or five percent (5%) of the outstanding equity securities of such Person, (iii) the Non-Compete Group may own, operate, invest in, manage, re-develop and lease Oak Ridge Mall and the properties being conveyed to CIT pursuant to the Exchange Agreement, (iv) the Non-Compete Group may engage in activities that are directly related to the operation of hotels and convention centers, (v) if the Non-Compete Group engages in Restricted Activities within an area, which was not a Restricted Area prior to the time of such engagement, the Non-Compete Group shall be permitted to engage in such Restricted Activities within such area and (vi) if the Non-Compete Group makes an investment in a class of equity securities of any Competing Company if it Person that is engaged in Restricted Activities within an area which was not a publiclyRestricted Area prior to the time of such investment, the Non-held corporation whose stock is either listed on a national stock exchange Compete Group shall be permitted to make and maintain such investment notwithstanding that such investment may exceed five percent (5%) of the voting power of the voting equity securities of such Person or on five percent (5%) of the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in outstanding equity securities of such corporationPerson. As used hereinWithout limiting the generality of this paragraph, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In during the event that (1) Restricted Period no member of the Company Non-Compete Group or any of its subsidiaries their Affiliates shall serve as a consultant to any person or affiliates places, entity if such consulting services reasonably could be expected to help such person or has placed for it, all entity (or substantially all of its assets up for sale within one (1) year after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all Affiliates of such assets (whether by sale of assets, equity person or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed entity) engage in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to in this Section 2(b) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging Restricted Activities in the conduct referred to in this Section 2(b) for a full twelve (12) monthsRestricted Area.

Non-Competition. During (a) Upon the expiration of the term of the Employee’s employment with hereunder or in the Company and event the Employee’s employment hereunder terminates prior thereto for twelve (12) months thereafterany reason whatsoever, the Employee shall not, for a period of one (1) year after the occurrence of such event, for himself, or as the agent of, on behalf of, or in conjunction with, any person or entity, solicit or attempt to solicit, whether directly or indirectly: (i) any employee of the Bank to terminate such employee’s employment relationship with the Bank; or (ii) any savings and loan, banking or similar business from any person or entity that is or was a client, employee, or customer of the Bank and had dealt with the Employee or any other employee of the Bank under the supervision of the Employee. (b) In the event Employee voluntarily resigns pursuant to section 6 (b) of this Agreement, or in the event the Employee’s employment hereunder is terminated for cause, the Employee shall not, for a period of one (1) year from the date of termination, directly or indirectly, on behalf of Employee own, manage, operate or on behalf of or with any other personcontrol, enterprise or entity, in any individual or representative capacity, engage or participate in the ownership, management, operation or control of, or be employed by or connected in any business, including its affiliated Internet entities, that is in competition with the Company or manner with; (i) any subsidiary or affiliate financial institution having an office located within fifty (50) miles of any office of the Company Bank as of the date of termination; or by (ii) any person or entity engaged in any business or activity in the prepaid debit card, payments or similar industry, or which relates in any way to the prepaid debit card products, payment services and other related services of Bank, anywhere within the United States States. (c) The provisions of America in subsections (a) and (b) hereof shall not prevent the field of television retailingEmployee from purchasing, includingsolely for investment, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to not more than five percent (5%) of the any financial institution’s stock of or other securities which are traded on any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock or regional securities exchange or on are actively traded in the NASDAQ National Market System over-the-counter market and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In registered under Section 12 (g) of the event that Securities Exchange Act of 1934. (1d) The provisions of this Section shall survive the Company or any of its subsidiaries or affiliates places, or has placed for it, all or substantially all of its assets up for sale within one (1) year after termination of the Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all of such assets (whether by sale expiration of assets, equity the term thereof or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to in this Section 2(b) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) months.

Non-Competition. During Employee’s employment service with Evercore and the Company and 12-month period immediately following cessation of that service for twelve (12) months thereafterany reason, Employee shall will not, directly or indirectly, on behalf of Employee or on behalf of or with any other person, enterprise or entity, : (A) engage in any individual or representative capacity, engage or participate in any business, including its affiliated Internet entities, business that is in competition competes with the Company or any subsidiary or affiliate business of the Company in the United States of America in the field of television retailing, Evercore (including, without limitation, QVCany businesses that Evercore is then actively considering conducting, Shop NBC so long as Employee knows or reasonably should know of such plan(s)) in any geographical area that is within 100 miles of any geographical area where Evercore provides its products or services (formerly called ValueVisiona “Competitive Business”); (B) enter the employ of, or Shop at Homerender any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which is a Competitive Business; or (C) subject to the terms of Evercore employee investments policies and procedures applicable to executive officers from time to time, acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to five percent (5%) of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholderan individual, partner, shareholder, officer, director, employeeprincipal, consultant agent, trustee or otherwise. In the event that (1) the Company or any of its subsidiaries or affiliates places, or has placed for it, all or substantially all of its assets up for sale within one (1) year after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummatedconsultant. Notwithstanding the foregoingprovisions of Section 2(a)(i)(A), in no event shall Employee be bound by(B) or (C) above, or obligated to enter into, any non-competition provisions referred to nothing contained in this Section 2(b2(a)(i) which extend beyond twelve shall prohibit Employee from (12x) monthsinvesting, as a passive investor, in each case from any publicly held company; provided that Employee’s beneficial ownership of any class of such publicly held company’s securities does not exceed two percent (2%) of the outstanding securities of such class, (y) subject to the terms of Evercore compliance procedures and policies applicable to executive officers then currently in effect, managing Employee’s own investments, including through a family office, or (z) continue to serve on a board of directors or other governing body of an entity that engages in a Competitive Business, if Employee provided such service prior to the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) monthstermination.

Non-Competition. During Employee’s employment with (a) For a period of three years after the Effective Time, except as contemplated or permitted under the Merger Agreement, the Amended and Restated Labor Pooling Agreements, the Corporate Opportunity Agreement, the Investors Agreement, dated the date hereof, among the Company and for twelve the other parties named therein, the Amended and Restated Employment Agreement, dated as of the Effective Date between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ and the Company (12the "▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Employment Agreement"), or the Amended and Restated Employment Agreement, dated the Effective Date, between ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ and the Company (the "▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Employment Agreement" and, together with the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Employment Agreement, the "Amended and Restated Employment Agreements") months thereaftereach of the Kleinknechts severally agrees, Employee and shall cause each of their respective Affiliates, including, without limitation, KEC-NY and KEC-NJ, to agree, that any such Person shall not, directly or indirectly, on behalf through any Person Controlled by either of Employee or on behalf of or with any other person, enterprise or entity, the Kleinknechts in any individual form or representative capacity, engage or participate manner within any jurisdiction in any business, including its affiliated Internet entities, that is in competition with which the Company or any subsidiary of its Affiliates are doing business: (i) engage in the Business (as defined herein) for his or affiliate their own account or for the account of any other Person, or (ii) become interested in any Person engaged in the Business as a partner, shareholder, member, principal, agent, employee, trustee, consultant or in any other relationship or capacity; provided, however, that either of the Company Kleinknechts may own, directly or indirectly, solely as a passive investment, securities of any Person if either of the Kleinknechts or any of their respective Affiliates, as the case may be (1) is not a Person in Control of, or a member of a group that Controls, such Person and (2) does not, directly or indirectly, own 5% or more of any voting class of securities of such Person. (b) In perpetuity and on a worldwide basis, except as contemplated or permitted under the United States Merger Agreement, each of America in the field Kleinknechts severally agrees, and shall cause each of television retailing, their respective Affiliates including, without limitation, QVCKEC-NY or KEC-NJ to agree, Shop NBC (formerly called ValueVision) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and that such Person shall not, for directly or indirectly, disclose to any reasonother party, cease upon termination unless required to do so by law or court order, any confidential, non-public or proprietary information relating to the Company or to any Subsidiary or joint venture thereof which information was acquired during the course of Employee’s employment such Person's relationship with the Company. Notwithstanding anything else contained in , except information which (i) becomes known to such Person from a source other than the Company, its directors, officers or employees, which source is not obligated to the Company to keep such information confidential or (ii) becomes generally available to the public through no breach of this Section, Employee may own, for investment purposes only, up Agreement by the Kleinknechts. (c) For a period ending on the later to five percent occur of (5%i) three years after the Effective Time and (ii) the expiration or termination of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed Amended and Restated Labor Pooling Agreements, on a national stock exchange worldwide basis, except as contemplated or on permitted under the NASDAQ National Market System Merger Agreement or the Amended and if Employee is not otherwise affiliated with Restated Labor Pooling Agreements, each of the Kleinknechts severally agrees that, without the prior written consent of the Company, the Kleinknechts, any of their Affiliates or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether enterprise with which either of the Kleinknechts is associated as a stockholder, partner, an officer, director, employee, consultant director or otherwise. In controlling shareholder or other investor with the event that (1) power to direct or cause the direction of the management of such business or enterprise shall not employ or attempt to employ an employee of the Company or any of its subsidiaries or affiliates placesjoint ventures (other than, with respect to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, his executive assistant). (d) If either of the Kleinknechts breaches, or has placed for it, all or substantially all of its assets up for sale within one (1) year after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all of such assets (whether by sale of assets, equity or otherwise), Employee agrees threatens to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter intocommit a breach of, any non-competition of the provisions referred to contained in this Section 2(b) 6, the Company shall have the following rights and remedies with respect to ▇▇▇▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, as the case may be, each of which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope rights and remedies shall be independent of the non-competition others and severally enforceable, and each of which is in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity: (i) the right and remedy to have the provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so 6 specifically enforced by any court of competent jurisdiction and Merger Subsidiary shall be entitled to apply for and receive injunctive relief in order to prevent the continuation of any existing breach or the occurrence of any threatened breach, it being agreed that Employee is restricted from engaging in any breach or threatened breach of the conduct referred to in provisions of this Section 2(b6 would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company. (e) for a Each of the Kleinknechts agrees that the provisions of this Section 6 are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that the provisions of this Section 6, or any part thereof, is unenforceable because of the duration or geographical scope of such provision, such court shall have the power to reduce the duration or scope of such provision, as the case may be, and, in its reduced form, such provision shall be enforceable. (f) If any court determines that the provisions of this Section 6, or any part thereof, is invalid or unenforceable, the remainder of the provisions of this Section 6 shall not thereby be affected and shall be given full twelve (12) monthseffect without regard to invalid portions.

Non-Competition. During EmployeeThe Optionee covenants and agrees that during the Optionee’s employment with the Company Employment and for twelve a period of twenty-four (1224) months thereafter, Employee shall not, directly or indirectly, on behalf of Employee or on behalf of or with any other person, enterprise or entity, in any individual or representative capacity, engage or participate in any business, including its affiliated Internet entities, that is in competition with the Company or any subsidiary or affiliate of the Company in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the such period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to five percent (5%) of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) the Company or any of its subsidiaries or affiliates places, or has placed for it, all or substantially all of its assets up for sale within one (1) year after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to in this Section 2(b) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-forto-day basis for each day during which Employee the Optionee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to restrictions set forth in this Section 2(b5(a)) following the Optionee’s termination of Employment, whether such termination occurs at the insistence of the Company or its Affiliates or the Optionee (for whatever reason), the Optionee will not, directly or indirectly, alone or in association with others, anywhere in the Territory (as defined below), own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, investor, principal, joint venturer, shareholder, partner, director, consultant, agent or otherwise with, or have any financial interest (through stock or other equity ownership, investment of capital, the lending of money or otherwise) in, any business, venture or activity that directly or indirectly competes, or is in planning, or has undertaken any preparation, to compete, with the Business of the Company or any of its Immediate Affiliates (any Person who engages in any such business venture or activity, a full “Competitor”), except that nothing contained in this Section 5(a) shall prevent the Optionee’s wholly passive ownership of two percent (2%) or less of the equity securities of any Competitor that is a publicly-traded company. For purposes of this Section 5(a), the “Business of the Company or any of its Immediate Affiliates” is that of (i) arts and crafts, (ii) framing specialty retailer, (iii) wholesaler providing materials, ideas and education for (x) creative activities, and (y) framing, as well as (iv) any other business that the Company or any of its Immediate Affiliates conducts or is actively planning to conduct at any time during the Optionee’s Employment, or with respect to the Optionee’s obligations following his or her termination of Employment the twelve (12) monthsmonths immediately preceding the Optionee’s termination of Employment; provided, that the term “Competitor” shall not include any business, venture or activity whose gross receipts derived from the retail or wholesale sale of arts and crafts, or framing products and services (aggregated with the gross receipts derived from the retail and wholesale sale of such products or any related business, venture or activity) are less than ten percent (10%) of the aggregate gross receipts of such businesses, ventures or activities. For purposes of this Section 5(a), the “Territory” is comprised of those states within the United States, those provinces of Canada, and any other geographic area in which the Company or any of its Immediate Affiliates was doing business or actively planning to do business at any time during the Optionee’s Employment, or with respect to the Optionee’s obligations following his or her termination of Employment the twelve (12) months immediately preceding the Optionee’s termination of Employment. For purposes of this Section, “Immediate Affiliates” means those Affiliates which are one of the following: (i) a direct or indirect subsidiary of the Company, (ii) a parent to the Company or (iii) a direct or indirect subsidiary of such a parent.

Non-Competition. (a) During Employee’s employment the Restriction Period (as defined in Section 13(b) below), Executive shall not engage in Competition with the Company or any Subsidiary. “Competition” shall mean engaging in any activity, except as provided below, for a Competitor of the Company or any Subsidiary, whether as an employee, consultant, principal, agent, officer, director, partner, shareholder (except as a less than one percent shareholder of a publicly traded company) or otherwise. A “Competitor” shall mean (i) Bed Bath & Beyond, Inc., Home Place Inc., ▇.▇. ▇▇▇▇▇▇, Federated Department Stores, ▇▇▇▇, Target, Sears, Home Depot and for twelve K-Mart (12and any successor or successors thereto); (ii) months thereafterany home textiles or housewares store, Employee shall notspecialty store or other retailer if either $25 million or 40% or more of its annual gross sales revenues (in either case, directly based on the most recent quarterly or indirectlyannual financial statements available) are derived from the sale of home textiles, on behalf housewares or other goods or merchandise of Employee the types sold in the Company’s (or on behalf of any Subsidiary’s) stores; (iii) any corporation or with other entity whether independent or owned, funded or controlled by any other person, enterprise or entity, engaged or organized for the purpose of engaging, in whole or in part, in the sale of home textiles, housewares or other goods or merchandise of the types sold in the Company’s (or any individual Subsidiary’s) stores; (iv) any business that provides buying office services to any business or representative capacitygroup of businesses referred to above, engage or participate (v) any business (in the U.S. or any business, including its affiliated Internet entities, that country in which the Company or any Subsidiary operates a store or stores) which is in material competition with the Company or any subsidiary Subsidiary or affiliate of the Company division thereof and in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). EmployeeExecutive’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employeefunctions would be substantially similar to Executive’s employment functions with the Company. Notwithstanding anything else contained in this SectionIf Executive commences employment or becomes a consultant, Employee may ownprincipal, for investment purposes only, up to five percent (5%) of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partneragent, officer, director, employeepartner, consultant or otherwise. In shareholder of any entity that is not a Competitor at the event time Executive initially becomes employed or becomes a consultant, principal, agent, officer, director, partner, or shareholder of the entity, future activities of such entity shall not result in a violation of this provision unless (x) such activities were contemplated by Executive at the time Executive initially became employed or becomes a consultant, principal, agent, officer, director, partner, or shareholder of the entity or (y) Executive commences directly or indirectly to advise, plan, oversee or manage the activities of an entity which becomes a Competitor during the Restriction Period, that (1) activities are competitive with the activities of the Company or any of its subsidiaries or affiliates places, or has placed for it, all or substantially all of its assets up for sale within one (1) year after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to in this Section 2(b) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) monthsSubsidiary.

Non-Competition. (a) During Employee’s employment the Restriction Period (as defined in Section 13(b) below), Executive shall not engage in Competition with the Company or any Subsidiary. "Competition" shall mean engaging in any activity, except as provided below, for a Competitor of the Company or any Subsidiary, whether as an employee, consultant, principal, agent, officer, director, partner, shareholder (except as a less than one percent shareholder of a publicly traded company) or otherwise. A "Competitor" shall mean (i) Bed Bath & Beyond, Inc., Home Place Inc., J.C. Penney, Federated Depart▇▇▇▇ ▇▇▇▇▇▇, Mays, Target, Sears, Home Depo▇ ▇▇d K-Mart (and for twelve any successor or successors thereto); (12ii) months thereafterany home textiles or housewares store, Employee shall notspecialty store or other retailer if either $25 million or 40% or more of its annual gross sales revenues (in either case, directly based on the most recent quarterly or indirectlyannual financial statements available) are derived from the sale of home textiles, on behalf housewares or other goods or merchandise of Employee the types sold in the Company's (or on behalf of any Subsidiary's) stores; (iii) any corporation or with other entity whether independent or owned, funded or controlled by any other person, enterprise or entity, engaged or organized for the purpose of engaging, in whole or in part, in the sale of home textiles, housewares or other goods or merchandise of the types sold in the Company's (or any individual Subsidiary's) stores; (iv) any business that provides buying office services to any business or representative capacitygroup of businesses referred to above, engage or participate (v) any business (in the U.S. or any business, including its affiliated Internet entities, that country in which the Company or any Subsidiary operates a store or stores) which is in material competition with the Company or any subsidiary Subsidiary or affiliate of the Company division thereof and in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment Executive's functions would be substantially similar to Executive's functions with the Company. Notwithstanding anything else contained in this SectionIf Executive commences employment or becomes a consultant, Employee may ownprincipal, for investment purposes only, up to five percent (5%) of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partneragent, officer, director, employeepartner, consultant or otherwise. In shareholder of any entity that is not a Competitor at the event time Executive initially becomes employed or becomes a consultant, principal, agent, officer, director, partner, or shareholder of the entity, future activities of such entity shall not result in a violation of this provision unless (x) such activities were contemplated by Executive at the time Executive initially became employed or becomes a consultant, principal, agent, officer, director, partner, or shareholder of the entity or (y) Executive commences directly or indirectly to advise, plan, oversee or manage the activities of an entity which becomes a Competitor during the Restriction Period, that (1) activities are competitive with the activities of the Company or any of its subsidiaries or affiliates places, or has placed for it, all or substantially all of its assets up for sale within one (1) year after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to in this Section 2(b) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) monthsSubsidiary.

Non-Competition. During Employee’s A. Employee acknowledges that the services rendered to the Schools prior to the purchase and the knowledge obtained as a result of such services and such employment with were of a special and unusual character and have a unique value to the Company Schools. In view of the unique value of the services, and for twelve (12) months thereafteras a material inducement to EMI and Acquisition to enter into this Agreement and to pay to her the consideration referred to below, Employee shall covenants and agrees that she will not, after the effective date of the Purchase (i) directly or indirectly, on behalf of Employee or on behalf of or with any other person, enterprise or entity, indirectly engage in any individual business anywhere within 50 miles of the boundaries of the state of New Hampshire (the "Area") if such business teaches courses similar to those taught by EMI or representative capacityAcquisition or any affiliate or subsidiary of EMI ("Affiliate") in the state of New Hampshire ("Prohibited Activities"); (ii) become associated as manager, engage supervisor, employee, consultant, advisor, or stockholder owning more than 5% of the outstanding stock of a company or participate in the management or direction of a company or otherwise with any businessperson, including its affiliated Internet entitiescorporation or entity engaging in Prohibited Activities anywhere within the Area; (iii) call upon any of Acquisition's, that is in competition with the Company EMI's or any of EMI's subsidiary schools' students, teachers or affiliate referral sources for the promotion of any Prohibited Activities for any person, corporation, or other entity within the Area, or (iv) divert, solicit or take away any student or referral source of Acquisition's, EMI's or any of EMI's subsidiary schools located in the Area. B. Employee covenants and agrees that, if she shall violate any of the Company in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) covenants or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else agreements contained in this SectionSection 2, EMI and/or Acquisition shall be entitled to an accounting and repayment of all profits, compensation, commissions, remuneration, or benefits which she directly or indirectly has realized and/or may realize as a result of, growing out of, or in connection with any such violation; such remedy shall be in addition to and not in limitation of any injunctive relief or other rights or remedies to which EMI and/or Acquisition may be entitled at law or in equity or under this Agreement. C. Employee may ownhas carefully read and considered the provisions of this Section and Section 1, and having done so, agrees that the restrictions set forth (including but not limited to the time period of restriction and the areas of restriction) are fair and reasonable and are reasonably required for investment purposes only, up to five percent (5%) the protection of the stock interests of EMI, Acquisition, its officers, directors, and other employees. D. In the event that, notwithstanding the foregoing, any Competing Company if it is a publicly-of the provisions of this Section or Section 1 shall be held corporation whose stock is either listed on a national stock exchange to be invalid or on unenforceable, the NASDAQ National Market System remaining provisions thereof shall nevertheless continue to be valid and if Employee is enforceable as though invalid or unenforceable parts had not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwisebeen included therein. In the event that (1) any provision of this Section relating to time period and/or areas of restriction shall be declared by a panel of arbitrators or a court of competent jurisdiction if such court refuses to refer such matter to arbitration, to exceed the Company maximum time period or any areas such panel or court deems reasonable and enforceable, said time period and/or areas of its subsidiaries restriction shall be deemed to become, and thereafter be, the maximum time period and/or area which such panel or affiliates places, or has placed for it, all or substantially all court deems reasonable and enforceable. E. With respect to the provisions of its assets up for sale within one (1) year after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all of such assets (whether by sale of assets, equity or otherwise)this Section, Employee agrees that damages, by themselves, are an inadequate remedy at law, that a material breach of the provisions of this Section would cause irreparable injury to be bound bythe aggrieved party, and to execute such additional instruments as that the provisions of this Section 2 may be necessary specifically enforced by injunction or desirable to evidence Employee’s agreement to similar remedy in any court of competent jurisdiction without affecting any claim for damages, provided that any such injunction shall either be bound bypreliminary in nature, enjoining such activity pending the terms and conditions outcome of any non-competition provisions relating to the purchase and sale agreement arbitration as provided for such assets, without any consideration beyond that expressed in Section 4 of this Agreement, provided that the purchase and sale agreement is negotiated or be in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to in this Section 2(b) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope assistance of the non-competition provisions set forth final determination of the arbitrators as provided for in this Section 2(b)such Section. The twelve (12) month time period referred to above shall Employee agrees that such injunction may be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation issued without the necessity of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) months.bond. CONSIDERATION

Non-Competition. During EmployeeThe Optionee covenants and agrees that during the Optionee’s employment with the Company Employment and for a period of twelve (12) months thereafter, Employee shall not, directly or indirectly, on behalf of Employee or on behalf of or with any other person, enterprise or entity, in any individual or representative capacity, engage or participate in any business, including its affiliated Internet entities, that is in competition with the Company or any subsidiary or affiliate of the Company in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the such period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to five percent (5%) of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) the Company or any of its subsidiaries or affiliates places, or has placed for it, all or substantially all of its assets up for sale within one (1) year after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to in this Section 2(b) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-forto-day basis for each day during which Employee the Optionee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to restrictions set forth in this Section 2(b5(a)) following the Optionee’s termination of Employment, whether such termination occurs at the insistence of the Company or its Affiliates or the Optionee (for whatever reason), the Optionee will not, directly or indirectly, alone or in association with others, anywhere in the Territory (as defined below), own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, investor, principal, joint venturer, shareholder, partner, director, consultant, agent or otherwise with, or have any financial interest (through stock or other equity ownership, investment of capital, the lending of money or otherwise) in, any business, venture or activity that directly or indirectly competes, or is in planning, or has undertaken any preparation, to compete, with the Business of the Company or any of its Immediate Affiliates (any Person who engages in any such business venture or activity, a full “Competitor”), except that nothing contained in this Section 5(a) shall prevent the Optionee’s wholly passive ownership of two percent (2%) or less of the equity securities of any Competitor that is a publicly-traded company. For purposes of this Section 5(a), the “Business of the Company or any of its Immediate Affiliates” is that of arts and crafts specialty retailer providing materials, ideas and education for creative activities, as well as any other business that the Company or any of its Immediate Affiliates conducts or is actively planning to conduct at any time during the Optionee’s Employment, or with respect to the Optionee’s obligations following his or her termination of Employment the twelve (12) monthsmonths immediately preceding the Optionee’s termination of Employment; provided, that the term “Competitor” shall not include any business, venture or activity whose gross receipts derived from the retail sale of arts and crafts products (aggregated with the gross receipts derived from the retail sale of arts and crafts projects of any related business, venture or activity) are less than ten percent (10%) of the aggregate gross receipts of such businesses, ventures or activities. For purposes of this Section 5(a), the “Territory” is comprised of those states within the United States, those provinces of Canada, and any other geographic area in which the Company or any of its Immediate Affiliates was doing business or actively planning to do business at any time during the Optionee’s Employment, or with respect to the Optionee’s obligations following his or her termination of Employment the twelve (12) months immediately preceding the Optionee’s termination of Employment. For purposes of this Section, “Immediate Affiliates” means those Affiliates which are one of the following: (i) a direct or indirect subsidiary of the Company, (ii) a parent to the Company or (iii) a direct or indirect subsidiary of such a parent.

Non-Competition. During Employee’s employment with A. Employee acknowledges that his services to be rendered are of a special and unusual character and have unique value to the Company, the loss of which cannot adequately be compensated by damages in an action at law. In view of the unique value of the services, and because of the Confidential Information to be obtained by or disclosed to you, and as a material inducement to the Company to enter into this agreement and to pay to you the compensation referred to herein above and other consideration provided, Employee covenants and agrees that he will not, during the term of his employment hereunder and for twelve a period of one year after he ceases for any reason to be employed pursuant to this agreement, (12i) months thereafter, Employee shall not, directly or indirectly, on behalf of Employee or on behalf of or with any other person, enterprise or entity, engage in any individual or representative capacity, engage or participate in any business, including its affiliated Internet entities, that is business (the "Activities") in competition with that of the Company or any subsidiary entity (an "Affiliate") controlled by it, in the United States or affiliate of the Company in country other than the United States of America wherein the Company markets its products or to the knowledge (actual or implied) of Employee ( as of the date of termination or earlier) plans to market its products (the "Area"); (ii) become associated as manager, supervisor, employee, consultant, advisor, director, or stockholder owning more than 5% of the outstanding stock of a company or participate in the field management or direction of television retailinga company or other entity with any person, includingcorporation or entity, without limitationengaging in any activity competitive with the Activities anywhere within the Area; (iii) call upon any customer or source of the Company or any Affiliate or the promotion of any activities for any person, QVCcorporation, Shop NBC or other entity, competitive with the Activities, or (formerly called ValueVisioniv) divert, solicit or Shop at Hometake away any customer or source of the Company or any Affiliate for the purpose of engaging in any activities competitive with the Activities within the Area. B. Employee covenants and agrees that, as well as if he shall violate any company which subsequently enters the field of television retailing as its primary business (collectivelyhis covenants or agreements contained in this paragraph 9 , the “Competing Companies”). Employee’s obligations Company shall be entitled to an accounting and repayment of all profits, compensation, commissions, remuneration, or benefits which Employee directly, or indirectly has realized and/or may realize as a result of, growing out of, or in connection with any such violation; such remedy shall be in addition to and not in limitation of any injunctive relief or other rights or remedies to which the Company may be entitled at law or in equity or under this Section shall continue during agreement. C. Employee has carefully read and considered the Term provisions of this paragraph 9 and having done so, agrees that the restrictions set forth (including but not limited to the time period of restriction and the areas of restriction) are fair and reasonable and are reasonable required for the period after protection of the Term set forth above interests of the Company, its officers, directors, and shall not, other employees. Employee acknowledges that upon termination of this agreement for any reason, cease upon termination it may be necessary to relocate to another area, and/or work in another type of Employee’s employment with endeavor, and Employee agrees that this restriction is fair and reasonable and is reasonably required for the protection of the Company. Notwithstanding anything else contained in this Section. D. In the event that, Employee may ownnotwithstanding the foregoing, for investment purposes only, up to five percent (5%) any of the stock provisions of any Competing Company if it is a publicly-this paragraph 9 shall be held corporation whose stock is either listed on a national stock exchange to be invalid or on unenforceable, the NASDAQ National Market System remaining provisions thereof shall nevertheless continue to be valid and if Employee is enforceable as though invalid or unenforceable parts had not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwisebeen included therein. In the event that (1) any provision of this Paragraph 9 relating to time period and/or areas of restriction shall be declared by a panel of arbitrators or a court of competent jurisdiction if such court refuses to refer such matter to arbitration, to exceed the Company maximum time period or any areas such panel or court deems reasonable and enforceable, said time period and/or areas of its subsidiaries restriction shall be deemed to become, and thereafter be, the maximum time period and/or area which such panel or affiliates places, or has placed for it, all or substantially all court deems reasonable and enforceable. E. With respect to the provisions of its assets up for sale within one (1) year after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all of such assets (whether by sale of assets, equity or otherwise)this paragraph 9 , Employee agrees that damages, by themselves, are an inadequate remedy at law, that a material breach of the provisions of this paragraph 9 would cause irreparable injury to be bound bythe aggrieved party, and to execute such additional instruments as that the provisions of this paragraph 9 may be necessary specifically enforced by injunction or desirable to evidence Employee’s agreement to be bound by, the terms and conditions similar remedy in any court of competent jurisdiction without affecting any non-competition provisions relating to the purchase and sale agreement claim for such assets, without any consideration beyond that expressed in this Agreementdamages, provided that any such injunction shall either be preliminary in nature, enjoining such activity pending the purchase and sale agreement is negotiated outcome of arbitration as provided for in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound byParagraph 15 of this agreement, or obligated to enter into, any non-competition provisions referred to be in this Section 2(b) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope assistance of the non-competition provisions set forth final determination of the arbitrators as provided for in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) monthssuch paragraph.

Non-Competition. During (a) Employee will not, during the period of Employee’s 's employment with the Company Company, and for twelve a period of two (122) months thereafteryears immediately following the termination of Employee's employment under this Agreement, Employee shall notfor any reason whatsoever, directly or indirectly, on behalf of Employee for herself or on behalf of or in conjunction with any other person, enterprise persons, company, partnership, corporation or entitybusiness of whatever nature: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any individual travel service business in direct competition with the Company or representative capacityTSI or any subsidiary of either the Company or TSI, engage within the United States or participate within 100 miles of any other geographic area in which the Company or TSI or any of the Company's or TSI's subsidiaries conducts business, including any territory serviced by the Company or TSI or any of such subsidiaries (the "Territory"); (ii) call upon any person who is, at that time, within the Territory, an employee of the Company or TSI (including the respective subsidiaries thereof) in a managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of the Company or TSI (including the respective subsidiaries thereof); (iii) call upon any person or entity which is, at that time, or which has been, within one (1) year prior to that time, a customer of the Company or TSI (including the respective subsidiaries thereof) within the Territory for the purpose of soliciting or selling products or services in direct competition with the Company or TSI or any subsidiary of the Company or TSI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor, which candidate was, to Employee's actual knowledge after due inquiry, either called upon by the Company or TSI (including the respective subsidiaries thereof) or for which the Company or TSI made an acquisition analysis, for the purpose of acquiring such entity. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from acquiring as an investment not more than two percent (2%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or over-the-counter. (b) Because of the difficulty of measuring economic losses to the Company and TSI as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to the Company and TSI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by TSI or the Company in the event of breach by her, by injunctions and restraining orders. (c) It is agreed by the parties that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light of the activities and business of the Company or TSI (including TSI's other subsidiaries) on the date of the execution of this Agreement and the current plans of TSI (including TSI's other subsidiaries); but it is also the intent of the Company and Employee that such covenants be construed and enforced in accordance with the changing activities, business and locations of the Company and TSI (including TSI's other subsidiaries) throughout the term of this Agreement, whether before or after the date of termination of the employment of Employee. For example, if, during the term of this Agreement, the Company, or TSI (including TSI's other subsidiaries) engages in new and different activities, enters a new business or establishes new locations for its affiliated Internet entitiescurrent activities or business in addition to or other than the activities or business enumerated under the Recitals above or the locations currently established therefor, then Employee will be precluded from soliciting the customers or employees of such new activities or business or from such new location and from directly competing with such new business within 100 miles of its then-established operating location(s) through the term of this Agreement. It is further agreed by the parties hereto that, in the event that is Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with the Company or TSI (including TSI's other subsidiaries), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause (i) of this paragraph 3, and in any subsidiary event such new business, activities or affiliate location are not in violation of the Company in the United States this paragraph 3 or of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s employee's obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall notparagraph 3, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Sectionif any, Employee may own, for investment purposes only, up to five percent (5%) shall not be chargeable with a violation of the stock of any Competing Company this paragraph 3 if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) the Company or TSI (including TSI's other subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable. (d) The covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of its subsidiaries or affiliates placesany other covenant. Moreover, in the event any court of competent jurisdiction shall determine that the scope, time, or has placed for itterritorial restrictions set forth are unreasonable, all or substantially all then it is the intention of its assets up for sale within one (1) year after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all of parties that such assets (whether by sale of assets, equity or otherwise), Employee agrees restrictions be enforced to be bound bythe fullest extent which the court deems reasonable, and to execute such additional instruments the Agreement shall be reformed in accordance therewith. (e) All of the covenants in this paragraph 3 shall be construed as may be necessary or desirable to evidence Employee’s an agreement to be bound by, the terms and conditions independent of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed other provision in this Agreement, provided and the existence of any claim or cause of action of Employee against the Company or TSI, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by TSI or the Company of such covenants. It is specifically agreed that the purchase period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall covenants of Employee be bound by, or obligated to enter into, any non-competition provisions referred to made in this Section 2(b) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above paragraph 3 shall be tolled on a day-for-day basis for each day effective, shall be computed by excluding from such computation any time during which Employee participates in any activity is in violation of any provision of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) monthsparagraph 3.

Non-Competition. During Employee’s employment with (a) Except to the Company and extent permitted by paragraph (b) below, without the prior written consent of Purchaser, for twelve a period of two (122) months thereafteryears after the Closing (the “Restricted Period”), Employee none of Seller or any of its Affiliates shall notengage, directly or indirectly, in the discount retail securities brokerage business including through an online distribution channel, excluding the offering of an online securities brokerage facility as part of a diversified suite of products offered solely to Customers of depository institutions Affiliated with the Seller and not on behalf of Employee a stand-alone basis (the “Restricted Business”), anywhere in the Territory or, directly or on behalf of indirectly, own an interest in, manage, operate, control, or with any other personotherwise, enterprise directly or entity, in any individual or representative capacityindirectly, engage in the ownership, management, operation or participate control of, any Person engaged in the Restricted Business in the Territory. (b) The restrictions set forth in Section 5.16(a) shall not be construed to prohibit or restrict any businessPerson from acquiring Seller or any of its Affiliates, including nor shall they be construed to prohibit or restrict Seller or any of its affiliated Internet entities, Affiliates from: (i) offering asset management products or conducting its investment advisory business in the ordinary course; (ii) providing banking or back-office services in support of another entity that is engaged in competition the Restricted Business so long as such services are provided in a manner that does not give the impression that the provider of such banking or back-office services is itself engaged in the Restricted Business; (iii) acquiring, or otherwise combining with, during the Restricted Period, any diversified business engaged in the Restricted Business with the Company or any subsidiary or affiliate non-Affiliated Persons, as long as during each year of the Company in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectivelyRestricted Period, the “Competing Companies”). Employee’s obligations under this Section shall continue percentage of revenues of such business attributable to such Restricted Business during the Term and for the preceding fiscal year represents less than thirty percent (30%) of such business’s total revenues during such period after the Term set forth above and shall not, for any reason, cease upon termination of Employee(based on such business’s employment latest financial statements); (iv) merging or otherwise entering into a business combination with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to a Canadian financial institution (or a holding company therefor) having equity securities listed on a securities exchange; (v) owning securities having no more than five percent (5%) of the stock outstanding voting power of any Competing Company if Person engaged in the Restricted Business which are listed on any national securities exchange or traded actively in the national over-the-counter market or owning securities of any Person in the ordinary course of its brokerage business so long as Seller or such Affiliate has no other involvement with such Person other than in the ordinary course of its business; (vi) operating its business (excluding the Company) as it is a publicly-held corporation whose stock is either listed on a national stock exchange or on being conducted as of the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, date hereof; (vii) acting as consultant a fiduciary or advisor tonominee for any trust or similar account holding, being employed by directly or acquiring indirectly, equity securities of an entity that engages in or includes a Restricted Business; or (viii) offering any direct product or indirect interest service to Canadian nationals residing in the Territory. (c) Notwithstanding anything contained in this Section 5.16, the provisions of Section 5.16(a) and (d) shall not apply to the surviving entity in any merger or business combination described in Section 5.16(b)(iv) or enterprisesuch surviving entity’s Affiliates. (d) For a period of three (3) years after the Closing, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) the Company none of Seller or any of its subsidiaries Affiliates will (and Seller shall caused its controlled Affiliated not to), directly or affiliates placesindirectly, use any customer lists, customer prospect information or information with respect to Customers developed by or for the use of the Company or obtained from information provided by the Company, for any purpose, including to (i) induce any Person that is a customer of the Company as of the date hereof or as of the Closing Date (a “Customer”) to patronize any business engaged in the Restricted Business; (ii) canvass, solicit, or has placed for itaccept from any Customer, all or substantially all of its assets up for sale within one (1) year after termination of Employee’s employment hereunder any such business; or (2iii) Employeerequest or advise any Customer or vendor of the Company to withdraw, curtail or cancel any such Customer’s employment is terminated in connection or vendor’s business with the disposition of all or substantially all of such assets (whether by sale of assetsCompany that constitutes Restricted Business; provided, equity or otherwise)however, Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to in this Section 2(b) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions restrictions set forth in this Section 2(b). The twelve 5.16(c) shall not be construed to prohibit or restrict (12x) month time any general solicitation or advertisement originating outside of, and not specifically targeted to or reasonably expected to target, the Territory, (y) continuing to service, except with respect to the Restricted Business, consistent with past practice, Customers of both the Company and Seller or its Affiliates or (z) offering services to any employee of Seller or any of its Affiliates to the extent that such services are generally available to employees of Seller or its Affiliates. (e) For a period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates of two (2) years after the Closing, Seller will not in any activity way, directly or indirectly, (i) solicit for employment, or knowingly permit any Affiliate to solicit for employment, any officer or employee who was employed by the Company as of the Closing Date and continue to be employed by the Company after the Closing Date, or in violation any manner seek to induce any such person to leave the employ of Purchaser or the Company or (ii) hire for employment, or knowingly permit any Affiliate to hire for employment, any officer or any management or sales employee or any other employee who at the Closing is compensated at a base salary of $75,000 or more and in each case who was employed by the Company as of the Closing Date or at any time during the six (6) months prior to the Closing Date, except for employees terminated by the Purchaser or the Company following the Closing. (f) If Seller or any of its Affiliates breaches, or threatens to commit a breach of, any of the provisions of this Section 2(b5.16 (the “Restrictive Covenants”), the Company and Purchaser shall have the right and remedy (upon compliance with any necessary prerequisites imposed by Law upon the availability of such remedies), to have the Restrictive Covenants specifically enforced (without posting any bond) so by any court having equity jurisdiction, including, without limitation, the right to an entry against Seller or any of its Affiliates of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that Employee any such breach or threatened breach will cause irreparable injury to the Company and Purchaser and that money damages will not provide adequate remedy to the Company and Purchaser. This right and remedy shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and Purchaser under law or in equity. (g) If any court determines that any of the Restrictive Covenants, or any part thereof, is restricted from engaging invalid or unenforceable, the remainder of the Restrictive Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portions. In addition, if any court of any one or more of jurisdictions holds the Restrictive Covenants wholly or partially unenforceable, it is the intention of the Company, Purchaser and Seller that such determination not bar or in any way affect the Company’s and Purchaser’s rights to the relief provided above in the conduct referred courts of any other jurisdiction as to breaches of such Restrictive Covenants in this Section 2(bsuch other jurisdictions. (h) From and after the date hereof, Purchaser agrees that it and its Affiliates will not, directly or indirectly, use any customer lists, customer prospect information or information with respect to Customers developed by or for the use of the Company, or obtained from information provided by the Company, to solicit any Customer that has an Excluded Account (and has no other continuing business relationship with the Company as of the date hereof) for a full twelve (12) monthsany securities brokerage business.

Non-Competition. During Employee’s employment (a) Executive covenants and agrees with the Company that so long as he is employed by the Company and for a period of the longer of (i) twelve (12) months thereafterafter termination of Executive's employment for any reason or (ii) during which any payments are made to Executive or for his benefit following termination of his employment pursuant to Section 4 of this Agreement, Employee shall notExecutive will not engage or participate, directly or indirectly, on behalf of Employee as principal, agent, employee, employer, consultant, advisor, sole proprietor, stockholder, partner, independent contractor, trustee, joint venturer or on behalf of or with in any other individual or representative capacity whatever, in the conduct or management of, or own any stock or other proprietary interest in, or debt of, any business organization, person, firm, partnership, association, corporation, enterprise or entity, other entity that shall be engaged in any individual business (whether in operation or representative capacityin the planning, engage research or participate development stage) that is a Competitive Business anywhere in the Restricted Territory, unless Executive shall obtain the prior written consent of the Board, given in its sole discretion, which consent shall make express reference to this Agreement. Notwithstanding the foregoing, Executive may make passive investments in any business, including its affiliated Internet entities, that company whose stock is in competition with the Company listed on a national securities exchange or any subsidiary or affiliate of the Company traded in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Home, over-the-counter market so long as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may he does not come to own, for investment purposes onlydirectly or indirectly, up to more than five percent (5%) of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) the Company or any of its subsidiaries or affiliates places, or has placed for it, all or substantially all of its assets up for sale within one (1) year after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all equity securities of such assets (whether by sale company. For purposes of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that a business shall be considered a "Competitive Business" if it involves or relates to (i) any business in which the purchase and sale agreement Company is negotiated actively engaged on the date of termination or any business in good faith with customary terms and provisions and which during the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to in this Section 2(b) which extend beyond twelve (12) months, in each case from months immediately preceding the date of termination the Company actively contemplated engaging (as evidenced by inclusion in a written business plan or proposal) or (ii) any business in which an Affiliate is actively engaged on the date of Employee’s employment hereunder termination or whose scope extends any business in which during the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above months immediately preceding the date of termination an Affiliate actively contemplated engaging (as evidenced by inclusion in a written business plan or proposal). The term "Restricted Territory" shall be tolled on a day-for-day basis for mean each day during which Employee participates in any activity in violation and every county, province, state, city or other political subdivision of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) monthsUnited States.

Non-Competition. During (a) Employee will not, during the period of Employee’s 's employment with the Company Company, and for twelve a period of two (122) months thereafteryears immediately following the termination of Employee's employment under this Agreement, Employee shall notfor any reason whatsoever, directly or indirectly, on behalf of Employee for himself or on behalf of or in conjunction with any other person, enterprise persons, company, partnership, corporation or entitybusiness of whatever nature: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any individual travel service business in direct competition with the Company or representative capacityTSI or any subsidiary of either the Company or TSI, engage within the United States or participate within 100 miles of any other geographic area in which the Company or TSI or any of the Company's or TSI's subsidiaries conducts business, including any territory serviced by the Company or TSI or any of such subsidiaries (the "Territory"); (ii) call upon any person who is, at that time, within the Territory, an employee of the Company or TSI (including the respective subsidiaries thereof) in a managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of the Company or TSI (including the respective subsidiaries thereof); (iii) call upon any person or entity which is, at that time, or which has been, within one (1) year prior to that time, a customer of the Company or TSI (including the respective subsidiaries thereof) within the Territory for the purpose of soliciting or selling products or services in direct competition with the Company or TSI or any subsidiary of the Company or TSI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor, which candidate was, to Employee's actual knowledge after due inquiry, either called upon by the Company or TSI (including the respective subsidiaries thereof) or for which the Company or TSI made an acquisition analysis, for the purpose of acquiring such entity. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from acquiring as an investment not more than two percent (2%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or over-the-counter. (b) Because of the difficulty of measuring economic losses to the Company and TSI as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to the Company and TSI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by TSI or the Company in the event of breach by him, by injunctions and restraining orders. (c) It is agreed by the parties that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light of the activities and business of the Company or TSI (including TSI's other subsidiaries) on the date of the execution of this Agreement and the current plans of TSI (including TSI's other subsidiaries); but it is also the intent of the Company and Employee that such covenants be construed and enforced in accordance with the changing activities, business and locations of the Company and TSI (including TSI's other subsidiaries) throughout the term of this Agreement, whether before or after the date of termination of the employment of Employee. For example, if, during the term of this Agreement, the Company or TSI (including TSI's other subsidiaries) engages in new and different activities, enters a new business or establishes new locations for its affiliated Internet entitiescurrent activities or business in addition to or other than the activities or business enumerated under the Recitals above or the locations currently established therefor, then Employee will be precluded from soliciting the customers or employees of such new activities or business or from such new location and from directly competing with such new business within 100 miles of its then-established operating location(s) through the term of this Agreement. It is further agreed by the parties hereto that, in the event that is Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with the Company or TSI (including TSI's other subsidiaries), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause (i) of this paragraph 3, and in any subsidiary event such new business, activities or affiliate location are not in violation of the Company in the United States this paragraph 3 or of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s employee's obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall notparagraph 3, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Sectionif any, Employee may own, for investment purposes only, up to five percent (5%) shall not be chargeable with a violation of the stock of any Competing Company this paragraph 3 if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) the Company or any TSI (including TSI's other subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of its subsidiaries or affiliates placesactivities, or has placed for it(iii) location, all or substantially all of its assets up for sale within one as applicable. (1d) year after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated The covenants in connection with the disposition of all or substantially all of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound bythis paragraph 3 are severable and separate, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions unenforceability of any non-competition specific covenant shall not affect the provisions relating of any other covenant. Moreover, in the event any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the purchase fullest extent which the court deems reasonable, and sale the Agreement shall be reformed in accordance therewith. (e) All of the covenants in this paragraph 3 shall be construed as an agreement for such assets, without independent of any consideration beyond that expressed other provision in this Agreement, provided and the existence of any claim or cause of action of Employee against the Company or TSI, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by TSI or the Company of such covenants. It is specifically agreed that the purchase period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall covenants of Employee be bound by, or obligated to enter into, any non-competition provisions referred to made in this Section 2(b) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above paragraph 3 shall be tolled on a day-for-day basis for each day effective, shall be computed by excluding from such computation any time during which Employee participates in any activity is in violation of any provision of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) monthsparagraph 3.

Non-Competition. During Employee’s employment with (a) For so long as any Person is a Partner of the Company Partnership, and for twelve (12) months one year thereafter, Employee such Person shall notnot (and shall cause its Cable Affiliates not to) engage in (or seek to engage in) the business of acquiring, directly owning, financing, investing in, maintaining, operating or indirectlymanaging cable television systems, on behalf SMATV, MMDS, LMDS (and other similar systems) for the distribution of Employee or on behalf of or with any multi-channel video programming, other person, enterprise or entitythan direct broadcast satellite services to retail customers, in each case serving a municipality listed on Schedules 1 or 2 or the portion of a county listed on Schedules 1 or 2 that is served by the Partnership’s Systems (other than the business of acting as General Manager) (the “Business”) or acquire or invest in (or seek to acquire or invest in) any individual Person engaged in the Business other than through the Partnership or representative capacityits Subsidiaries. (b) Notwithstanding the foregoing: (i) the provisions of Section 6.2(a) shall terminate upon the termination of the Partnership due to an Event of Termination, engage provided that, in the event the Partnership is terminated as a result of any Event of Default, the provisions of Section 6.2(a) shall continue for one year after such date of termination with respect to the Partner, or participate Cable Affiliate thereof, whose act or failure to act resulted in such Event of Default; (ii) any Partner (or Cable Affiliate thereof) may, without breaching the provisions of Section 6.2(a), own and invest in any business, including its affiliated Internet entities, that is in competition with the Company or securities of any subsidiary or affiliate of the Company in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVisionPerson whose common equity securities are registered pursuant to Sections 12(b) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to five percent (5%12(g) of the stock Securities Exchange Act of 1934, as amended, provided that such Partner and its Cable Affiliates (A) do not Control such Person and (B) do not own, in the aggregate, more than 5% of the common equity securities of such Person; (iii) any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange Partner (or on Cable Affiliate thereof) may, without breaching the NASDAQ National Market System and if Employee is not provisions of Section 6.2(a), own, invest in or otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest engage in any business Business in which the Partnership is precluded from engaging (by rule, regulation, law, order, judgment, decree or enterprisecontract) by virtue of the Partnership’s affiliation with any of the other Partners (other than such Partner’s Related Partner); (iv) any Partner (or Cable Affiliate thereof) may, whether as a stockholderwithout breaching the provisions of Section 6.2(a), partner, officer, director, employee, consultant or otherwise. In own any Beneficial Assets to the extent contemplated by the Contribution Agreement; (v) in the event that any Person breaches the provisions of Section 6.2(a) by virtue of an investment in another Person that engages in the Business (1) the Company or any of its subsidiaries or affiliates places, or has placed for it, all or substantially all of its assets up for sale within one (1) year after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all of such assets (whether by sale of assets, equity or otherwisea “Competing Business”), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreementthen, provided that the purchase and sale agreement annual revenues derived from such Competing Business are less than 10% of the total revenues of the Person in which such investment is negotiated made, such breaching Person shall have a reasonable opportunity to cure such breach by disposing of the assets comprising the Competing Business or by transferring the Competing Business, or the economic benefits derived therefrom, to the Partnership; (vi) no Partner (or Cable Affiliate thereof) shall be deemed to be in good faith with customary terms and breach of the provisions and of Section 6.2(a) by virtue of any action by a Person in which such Partner (or Cable Affiliate) has from time to time a non-Controlling investment; provided, that such Partner or its Cable Affiliate shall have used its reasonable best efforts (including through the transaction contemplated thereby is consummated. Notwithstanding the foregoingexercise of any contractual or veto rights available to it or, in no event shall Employee be bound bythe case of future investments, or obligated the negotiation of appropriate restrictions) to enter into, any non-competition provisions referred to in this Section 2(b) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted prevent such Person from engaging in the conduct referred Business; (vii) if a Partner is required under Section 7.5(c) to continue to own a portion of its Interest in the Partnership, the provisions of Section 6.2(a) shall cease to apply to such Partner on the date that is one year following the date of the earliest Transfer of any portion of such Partner’s Interest (or the Interest of such Partner’s Related Partner) pursuant to Section 7.5(c); and (viii) TCINS may continue to provide service to the Brazosport Independent School District and Nederland Independent School District under the agreements between TCINS and such School Districts that are to be attached to the Excess Capacity Leases. (c) The parties agree that the restrictions applicable to TWC under this Section 2(b) 6.2 shall, notwithstanding that TWC is a division of TWE, be binding solely u▇▇▇ ▇▇▇, ▇▇▇ shall be deemed to be a “stand alone” legal entity for a full twelve (12) monthsall purposes of this Section 6.2 and the restrictions under this Section 6.2 will not bind TWE, other than to the extent any business or assets of TWE are included within TWC for internal reporting purposes.

Non-Competition. During Employeea. The Participant hereby agrees that this Section 8 is reasonable and necessary in order to protect the legitimate business interests and goodwill of the Company, including the Company’s employment trade secrets, valuable confidential business and professional information, substantial relationships with prospective and existing customers and clients, and specialized training provided to the Participant and other employees of the Company. The Participant acknowledges and recognizes the highly competitive nature of the business of the Company and its Affiliates and accordingly agrees that during the term of Participant’s employment and for twelve a period of two (122) months thereafter, Employee shall not, years after the termination thereof (the “Restriction Period”): (i) The Participant will not directly or indirectly, on behalf of Employee or on behalf of or with any other person, enterprise or entity, in any individual or representative capacity, indirectly engage or participate in any business, including its affiliated Internet entities, that is in competition with the Company or any subsidiary or affiliate of the Company in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to five percent (5%) of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) substantially similar to any line of business conducted by the Company or any of its subsidiaries Affiliates, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or affiliates placessales representative, in any geographic region in which the Company or any of its Affiliates conducted business; (ii) The Participant will not contact, solicit, perform services for, or has placed for it, all accept business from any customer or substantially all prospective customer of the Company or any of its assets up for sale within one Affiliates; (iii) The Participant will not directly or indirectly induce any employee of the Company or any of its Affiliates to: (1) year after termination of Employee’s employment hereunder engage in any activity or conduct which is prohibited pursuant to subparagraph 8.1(a); or (2) Employeeterminate such employee’s employment is terminated with the Company or any of its Affiliates. Moreover, the Participant will not directly or indirectly employ or offer employment (in connection with any business substantially similar to any line of business conducted by the disposition Company or any of all its Affiliates) to any person who was employed by the Company or substantially all any of its Affiliates unless such assets (whether by sale of assets, equity or otherwise), Employee agrees person shall have ceased to be bound byemployed by the Company or any of its Affiliates for a period of at least 12 months; and (iv) The Participant will not directly or indirectly assist others in engaging in any of the activities, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummatedwhich are prohibited under subparagraphs (a) — (c) above. Notwithstanding the foregoing, if the Restriction Period set forth herein is shorter in no event duration following Participant’s termination of employment with the Company and its Affiliates than in any other prior Award Agreement, the Restriction Period set forth herein shall Employee be bound bythe Restriction Period for all such prior Award Agreements and related Awards. Similarly, or obligated if the Restriction Period is longer in this Agreement than in prior Award Agreements, the Restriction Period set forth in such prior Award Agreements and related Awards shall be amended hereby and have the same applicable Restriction Period following Participant’s termination of employment with the Company and its Affiliates as set forth herein (and the Participant shall be deemed to enter into, any non-competition provisions referred have consented to such amendment by executing this Agreement). b. It is expressly understood and agreed that although the Participant and the Company consider the restrictions contained in this Section 2(b) which extend beyond twelve (12) months8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in each case from this Agreement is an unenforceable restriction against the date Participant, the provisions of termination this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable against such Participant. Alternatively, if any court of Employee’s employment hereunder or whose scope extends competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the scope enforceability of any of the non-competition provisions other restrictions contained herein. The restrictive covenants set forth in this Section 2(b). The twelve (12) month time period referred to above 8 shall be tolled on a day-for-day basis for each day during which Employee participates extended by any amount of time that the Participant is in any activity in violation breach of this Section 2(b) so such covenants, such that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a Company receives the full twelve (12) monthsbenefit of the time duration set forth above.

Non-Competition. During The Employee acknowledges that the Employee (a) will perform services of a unique nature for the Company Group that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company Group, (b) will have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company Group, (c) would inevitably use or disclose such Confidential Information in the course of the Employee’s employment with by a competitor, (d) will have access to the customers of the Company Group, (e) will receive specialized training from the Company Group, and (f) will generate goodwill for the Company Group in the course of the Employee’s employment. Accordingly, during the Employment Term and for twelve (12) a period of 12 months immediately thereafter, the Employee shall agrees that the Employee will not, directly or indirectly, on behalf of Employee other than through the Company, engage or on behalf of participate (or with any other person, enterprise prepare to engage or entityparticipate), in any manner, whether directly or indirectly through an employee, employer, consultant, agent, principal, partner, more than 1% shareholder, officer, director, licensor, lender, lessor or in any other individual or representative capacity, engage or participate in any business, including its affiliated Internet entities, that business or activity which is in competition with the Company or any subsidiary or affiliate business of the Company Group in the United States leasing, acquiring, exploring or producing hydrocarbons and related products within the boundaries of, or within a ten-mile radius of America in the field boundaries of, any mineral property interest of television retailing, any member of the Company Group (including, without limitation, QVCa mineral lease, Shop NBC overriding royalty interest, production payment, net profits interest, mineral fee interest or option or right to acquire any of the foregoing, or an area of mutual interest as designated pursuant to contractual agreements between any member of the Company Group and any third party), or any other property on which any of the Company Group has an option, right, license or authority to conduct or direct exploratory activities, such as three-dimensional seismic acquisition or other seismic, geophysical and geochemical activities (formerly called ValueVision) or Shop at Homebut not including any preliminary geological mapping), provided that the foregoing will not restrict the Employee from obtaining post-termination employment with an entity that only has de minimis operations in the restricted territory (as well as any company which subsequently enters determined by the field of television retailing as its primary business (collectivelyBoard in good faith); provided that, the “Competing Companies”). Employee’s obligations under this Section shall continue during 7.4 will not preclude the Term Employee from making passive investments in securities of oil and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to five percent (5%) of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed gas companies which are registered on a national stock exchange or on exchange, if (i) the NASDAQ National Market System aggregate amount owned by the Employee and her spouse and children, if Employee is any, does not otherwise affiliated with or participating exceed 1% of such company’s outstanding securities, and (ii) the aggregate amount invested in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed investments by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) the Company or any of its subsidiaries or affiliates places, or has placed for it, all or substantially all of its assets up for sale within one (1) year after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms her spouse and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to in this Section 2(b) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) monthschildren does not exceed $1,000,000.

Non-Competition. During Employee’s (a) The term of Non-Competition (herein so called) shall be for a term beginning on the date hereof and continuing until the first anniversary of the Date of Termination; provided, however, that if the Executive's employment with is terminated by the Company and other than for twelve Cause or by the Executive for Good Reason the term of Non-Competition shall expire upon the earlier of the first anniversary of the Date of Termination or the date that the Executive waives her entitlement to any further payments under Section 5(c)(1)(C) hereunder. (12b) months thereafterDuring the term of Non-Competition, Employee shall not, the Executive will not (other than for the benefit of the Company pursuant to this Agreement) directly or indirectly, on behalf of Employee individually or on behalf of or with any other person, enterprise or entity, in any individual or representative capacity, engage or participate in any business, including its affiliated Internet entities, that is in competition with the Company or any subsidiary or affiliate of the Company in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to five percent (5%) of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, an officer, director, employee, consultant shareholder, equity owner, consultant, contractor, partner, joint venturer, agent, equity owner or otherwise. In in any capacity whatsoever, (i) engage in the event that (1) the Company operation of any AM or FM radio station within 50 miles of any transmission site on which Capstar or any of its direct or indirect subsidiaries operates a radio station at the Date of Termination (a "Competing Business"), (ii) hire, attempt to hire, contact or affiliates placessolicit with respect to hiring any employee of Capstar or any of its direct or indirect subsidiaries, or has placed for it, all (iii) divert or substantially all take away any customers or suppliers of Capstar or any of its assets up for sale within one (1) year after termination of Employee’s employment hereunder direct or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummatedindirect subsidiaries. Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in no event shall Employee be bound bysuch competing business in any way prohibited by the preceding clause. (c) During the term of Non-Competition, the Executive will not use the Executive's access to, knowledge of, or obligated application of Confidential Information to enter into, perform any non-competition provisions referred duty for any Competing Business; it being understood and agreed to in that this Section 2(b9(c) which extend beyond twelve shall be in addition to and not be construed as a limitation upon the covenants in Section 9(b) hereof. (12d) monthsThe Executive acknowledges that the geographic boundaries, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of prohibited activities, and time duration of the non-competition provisions set forth preceding paragraphs are reasonable in this Section 2(b). The twelve nature and are no broader than are necessary to maintain the confidentiality and the goodwill of the Company's and its subsidiaries proprietary information, plans and services and to protect the other legitimate business interests of the Company and its subsidiaries. (12e) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in If any activity in violation court determines that any portion of this Section 2(b) so that Employee 9 is restricted from engaging in invalid or unenforceable, the conduct referred to in remainder of this Section 2(b) for a 9 shall not thereby be affected and shall be given full twelve (12) monthseffect without regard to the invalid provisions. If any court construes any of the provisions of this Section 9, or any part thereof, to be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reduced.

Non-Competition. During Employee’s employment with Executive acknowledges and recognizes the highly competitive nature of the business of the Company and for twelve (12) months thereafterits affiliates and accordingly agrees as follows: During his employment, Employee shall Executive will not, directly or indirectly, on behalf of Employee or on behalf of or with any other person, enterprise or entity, (a) engage in any individual business for Executive’s own account that competes with the business of the Company or representative capacityits affiliates (including, engage without limitation, businesses which the Company or participate its affiliates have specific plans to conduct in the future and as to which Executive is aware of such planning), (b) enter the employ of, or render any services to, any person engaged in any businessbusiness that competes with the business of the Company or its affiliates, including (c) acquire a financial interest in any person engaged in any business that competes with the business of the Company or its affiliated Internet entitiesaffiliates, directly or indirectly, as an individual, partner, stockholder, officer, director, principal, agent, trustee or consultant, or (d) interfere with business relationships (whether formed before or after the date of this Agreement) between the Company or any of its affiliates and customers, suppliers, partners, members or investors of the Company or its affiliates. Without limiting the generality of the foregoing, Executive agrees that is in competition with any designer, manufacturer, wholesaler or retailer which designs, manufactures, markets or sells specialty apparel, clothing or accessories to primarily the age groups between fourteen (14) and thirty-five (35) and where such designer, manufacturer, wholesaler or retailer operates a retail store within seventy-five (75) miles of any location of the Company or any subsidiary or affiliate affiliate, would be “in competition with the business of the Company” or its subsidiaries or affiliates. Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly, own, solely as an investment, securities of any person engaged in the business of the Company in the United States or its affiliates which are publicly traded on a national or regional stock exchange or on an over-the-counter market if Executive (i) is not a controlling person of, or a member of America in the field of television retailinga group which controls, including, without limitation, QVC, Shop NBC such person and (formerly called ValueVisionii) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall does not, for any reasondirectly or indirectly, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to own five percent (5%) of the stock or more of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) the Company or any class of its subsidiaries or affiliates places, or has placed for it, all or substantially all of its assets up for sale within one (1) year after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all securities of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to in this Section 2(b) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) monthsperson.

Non-Competition. During EmployeeIn consideration of the Company’s promise to disclose, and disclosure of, its Confidential Information and other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that: Until the longer of (i) the last day of the Term and (ii) a period of 18 months beyond Executive’s date of termination of employment with for any reason, including the Company and for twelve expiration of the Term (12) months thereafterthe “Restricted Period”), Employee Executive shall not, directly or indirectly, on behalf engage in, assist or become associated with a Competitive Activity. For purposes of Employee this Section 2(b): (i) a “Competitive Activity” means, at the time of Executive’s termination, any business or on behalf of or with any other person, enterprise or entity, endeavor in any individual or representative capacity, engage or participate in any business, including its affiliated Internet entities, that is in competition with jurisdiction of a kind being conducted by the Company or any subsidiary of its subsidiaries or affiliate of affiliates (or demonstrably anticipated by the Company in the United States of America in the field of television retailingor its subsidiaries or affiliates), including, without limitation, QVCthose that are engaged in the provision of any lodging or travel related services (including, Shop NBC without limitation, corporate travel services), in any jurisdiction as of the Effective Date or at any time thereafter (formerly called ValueVisionsuch affiliates including, without limitation, ▇▇▇▇▇▇.▇▇▇, and Hotwire, Inc.); and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or Shop at Homeindirectly involved as an owner, as well as principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, advisor, lender, or in any company which subsequently enters other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding the field of television retailing as its primary business (collectivelyforegoing, the “Competing Companies”). Employee’s obligations under this Section shall continue Executive may make and retain investments during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may ownRestricted Period, for investment purposes only, up to in less than five percent (5%) of the outstanding capital stock of any Competing Company if it is a publicly-held traded corporation whose engaged in a Competitive Activity if stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee Executive is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) the Company or any of its subsidiaries or affiliates places, or has placed for it, all or substantially all of its assets up for sale within one (1) year after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to in this Section 2(b) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) months.

Non-Competition. During The Employee acknowledges that the Employee (a) will perform services of a unique nature for the Company Group that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company Group, (b) will have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company Group, (c) would inevitably use or disclose such Confidential Information in the course of the Employee’s employment with by a competitor, (d) will have access to the customers of the Company Group, (e) will receive specialized training from the Company Group, and (f) will generate goodwill for the Company Group in the course of the Employee’s employment. Accordingly, during the Employment Term and for twelve (12) a period of 6 months immediately thereafter, the Employee shall agrees that the Employee will not, directly or indirectly, on behalf of Employee other than through the Company, engage or on behalf of participate (or with any other person, enterprise prepare to engage or entityparticipate), in any manner, whether directly or indirectly through an employee, employer, consultant, agent, principal, partner, more than 1% shareholder, officer, director, licensor, lender, lessor or in any other individual or representative capacity, engage or participate in any business, including its affiliated Internet entities, that business or activity which is in competition with the Company or any subsidiary or affiliate business of the Company Group in the United States leasing, acquiring, exploring or producing hydrocarbons and related products within the boundaries of, or within a ten-mile radius of America in the field boundaries of, any mineral property interest of television retailing, any member of the Company Group (including, without limitation, QVCa mineral lease, Shop NBC overriding royalty interest, production payment, net profits interest, mineral fee interest or option or right to acquire any of the foregoing, or an area of mutual interest as designated pursuant to contractual agreements between any member of the Company Group and any third party), or any other property on which any of the Company Group has an option, right, license or authority to conduct or direct exploratory activities, such as three-dimensional seismic acquisition or other seismic, geophysical and geochemical activities (formerly called ValueVision) or Shop at Homebut not including any preliminary geological mapping), provided that the foregoing will not restrict the Employee from obtaining post-termination employment with an entity that only has de minimis operations in the restricted territory (as well as any company which subsequently enters determined by the field of television retailing as its primary business (collectivelyBoard in good faith); provided that, the “Competing Companies”). Employee’s obligations under this Section shall continue during 7.4 will not preclude the Term Employee from making passive investments in securities of oil and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to five percent (5%) of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed gas companies which are registered on a national stock exchange or on exchange, if (i) the NASDAQ National Market System aggregate amount owned by the Employee and Employee’s spouse and children, if Employee is any, does not otherwise affiliated with or participating exceed 1% of such company’s outstanding securities, and (ii) the aggregate amount invested in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed investments by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) the Company or any of its subsidiaries or affiliates places, or has placed for it, all or substantially all of its assets up for sale within one (1) year after termination of Employee and Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound by, spouse and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to in this Section 2(b) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) monthschildren does not exceed $1,000,000.

Non-Competition. During Employee’s employment with Without the Company and for twelve (12) months thereafterconsent in writing of the Board, Employee shall Executive will not, directly or indirectly, on behalf of Employee or on behalf of or with at any other person, enterprise or entity, in any individual or representative capacity, engage or participate in any business, including its affiliated Internet entities, that is in competition with the Company or any subsidiary or affiliate of the Company in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue time during the Term and for the a period after the Term set forth above and shall not, of two years following termination of Executive's employment for any reason, cease upon termination of Employee’s employment acting alone or in conjunction with the Company. Notwithstanding anything else contained in this Sectionothers, Employee may owndirectly or indirectly (i) engage (either as owner, for investment purposes onlyinvestor, up to five percent (5%partner, stockholder, employer, employee, consultant, advisor, or director) of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business in which he has been directly engaged on behalf of the Company or enterpriseany affiliate, whether or has supervised as a stockholderan executive thereof, partnerduring the last two years prior to such termination, officeror which was engaged in or planned by the Company or an affiliate at the time of such termination, director, employee, consultant in any geographic area in which such business was conducted or otherwise. In the event that planned to be conducted; (1ii) induce any customers of the Company or any of its subsidiaries affiliates with whom Executive has had contacts or affiliates placesrelationships, directly or indirectly, during and within the scope of his employment with the Company or any of its affiliates, to curtail or cancel their business with the Company or any such affiliate; (iii) induce, or has placed for itattempt to influence, all any employee of the Company or substantially all any of its assets up for sale within one (1) year after termination of Employee’s employment hereunder affiliates to terminate employment; or (2iv) Employee’s solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; PROVIDED, HOWEVER, that the limitation contained in clause (i) above shall not apply if Executive's employment is terminated as a result of a termination by the Company without Cause within two years following a Change in connection with Control or is terminated by Executive for Good Reason within two years following a Change in Control, and provided further, that activities engaged in by or on behalf of the disposition Company are not restricted by this covenant. The provisions of all or substantially all of such assets subparagraphs (whether by sale of assets, equity or otherwisei), Employee agrees to be bound by(ii), (iii), and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, (iv) above are separate and distinct commitments independent of each of the terms and conditions other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any noncompany having securities listed on an exchange or regularly traded in the over-competition provisions relating to the purchase and sale agreement for such assetsthe-counter market shall not, without any consideration beyond that expressed in this Agreementof itself, provided that the purchase and sale agreement is negotiated in good faith be deemed inconsistent with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to in this Section 2(bclause (i) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) months10(a).

Non-Competition. During Employee’s employment (a) Other than in connection with the Company performance of Seller’s obligations under the Ancillary Agreements, during the period that commences on the Closing Date and for twelve ends on the earlier of (12i) months thereafterthe [***] anniversary of the Closing Date and (ii) the [***] anniversary of the date on which the first New Drug Application is approved with respect to a Product, Employee Seller shall not, and shall not permit any of its affiliates (including the Company) to, directly or indirectly: (A) engage in or assist any other person in engaging in (including through the grant of a license or other right) the Restricted Business anywhere in the Territory or (B) have an ownership interest in any person that engages in the Restricted Business in the Territory. Notwithstanding the foregoing, Seller or any of its affiliates may own, directly or indirectly, securities of any person engaged in the Restricted Business if (i) Seller or its affiliate is not a controlling person of, or a member of a group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934) which controls such person and (ii) Seller and its affiliates collectively do not, directly or indirectly, on behalf of Employee or on behalf of or with any other person, enterprise or entity, in any individual or representative capacity, engage or participate in any business, including its affiliated Internet entities, that is in competition with the Company or any subsidiary or affiliate of the Company in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to own more than five percent (5%) of any class of securities of such person. (b) During the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or period that commences on the NASDAQ National Market System Closing Date and if Employee is ends on the earlier of (i) the date on which Seller has been paid Milestone Payments in an amount equal to the Milestone Payment Cap and (ii) the date on which all Payment Obligors cease engaging in activities required to achieve Net Sales, Purchaser shall not, and shall not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) permit the Company or any of its subsidiaries Affiliated Payment Obligors to, directly or affiliates places, indirectly: (A) engage in or has placed for it, all assist any other person in engaging in (including through the grant of a license or substantially all other right) the Restricted [***] = Portions of its assets up for sale within one (1this exhibit have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) year after termination of Employee’s employment hereunder and 230.406. Business anywhere in the Territory; or (2B) Employee’s employment is terminated have an ownership interest in connection with any person that engages in the disposition of all or substantially all of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, Restricted Business in the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummatedTerritory. Notwithstanding the foregoing, Purchaser may own, directly or indirectly, securities of any person engaged in no event shall Employee be bound bythe Restricted Business if (i) Purchaser or its affiliate is not a controlling person of, or obligated to enter into, any non-competition provisions referred to in this a member of a group (within the meaning of Section 2(b13(d)(3) of the Securities Exchange Act of 1934) which extend beyond twelve controls such person and (12ii) monthsPurchaser and its affiliates collectively do not, in each case from the date directly or indirectly, own more than five percent (5%) of termination any class of Employee’s employment hereunder or whose scope extends the scope securities of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) monthssuch person.

Non-Competition. During Employee’s employment with (a) For a period four years after the Closing (the "Restricted Period"), no Stockholder (other than Advance Capital Partners, L.P. and Advance Capital Offshore Partners, L.P. (collectively, "Advance Capital"), it being expressly agreed that the provisions of this Section 4.05 shall not apply to Advance Capital) shall engage (other than on behalf of the Surviving Corporation or the Company and for twelve (12) months thereafter, Employee shall notor their respective subsidiaries), directly or indirectly, on behalf in the Tax and Accounting Software Business (as defined below) anywhere in the world or, without the prior written consent of Employee Parent, directly or on behalf indirectly, own an interest in, manage, operate, join, control, lend money or render financial or other assistance (other than customary professional courtesies afforded to members of or with any other person, enterprise or entity, in any individual or representative capacity, engage the business community) to or participate in or be connected with, as an officer, employee, partner, stockholder, consultant, advisor or other similar capacity, any business, including its affiliated Internet entities, that is in competition with person (other than the Surviving Corporation or the Company or any subsidiary or affiliate their respective subsidiaries) that engages in the Tax and Accounting Software Business; provided, however, that, for the purposes of this Section 4.05, ownership of securities having no more than five percent of the Company outstanding voting power of any competitor which are listed on any national securities exchange or traded actively in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section national over-the-counter market shall continue during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to five percent (5%) of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) the Company or any of its subsidiaries or affiliates places, or has placed for it, all or substantially all of its assets up for sale within one (1) year after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all of such assets (whether by sale of assets, equity or otherwise), Employee agrees be deemed to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to in this Section 2(b) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b4.05 so long as the person owning such securities has no other connection or relationship with such competitor that would not be permitted hereby. For purposes hereof, "Tax and Accounting Software Business" means (x) so that Employee is restricted from engaging in the conduct referred business of developing, designing, publishing, marketing and distributing (i) tax compliance software and services for tax and accounting professionals within corporations, banks, government agencies and accounting firms; (ii) accounting and practice management software and services marketed primarily to in this Section 2(baccounting firms; and (iii) for a full twelve other tax and accounting software products and services which are under development by the Company as of the Closing; and (12y) monthsthe business of the Company's Rent Roll, Inc. subsidiary as of the Closing.

Non-Competition. During Employee1.1 The Participant hereby agrees that this Section 8 is reasonable and necessary in order to protect the legitimate business interests and goodwill of the Company, including the Company’s employment trade secrets, valuable confidential business and professional information, substantial relationships with prospective and existing customers and clients, and specialized training provided to the Participant and other employees of the Company. The Participant acknowledges and recognizes the highly competitive nature of the business of the Company and its Affiliates and accordingly agrees that during the term of Participant’s employment and for twelve a period of two (122) months thereafter, Employee shall not, years after the termination thereof (the “Restriction Period”): (a) The Participant will not directly or indirectly, on behalf of Employee or on behalf of or with any other person, enterprise or entity, in any individual or representative capacity, indirectly engage or participate in any business, including its affiliated Internet entities, that is in competition with the Company or any subsidiary or affiliate of the Company in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to five percent (5%) of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) substantially similar to any line of business conducted by the Company or any of its subsidiaries Affiliates, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or affiliates placessales representative, in any geographic region in which the Company or any of its Affiliates conducted business; (b) The Participant will not contact, solicit, perform services for, or has placed for it, all accept business from any customer or substantially all prospective customer of the Company or any of its assets up for sale within one Affiliates; (c) The Participant will not directly or indirectly induce any employee of the Company or any of its Affiliates to: (1) year after termination of Employee’s employment hereunder engage in any activity or conduct which is prohibited pursuant to subparagraph 8.1(a); or (2) Employeeterminate such employee’s employment is terminated with the Company or any of its Affiliates. Moreover, the Participant will not directly or indirectly employ or offer employment (in connection with any business substantially similar to any line of business conducted by the disposition Company or any of all its Affiliates) to any person who was employed by the Company or substantially all any of its Affiliates unless such assets (whether by sale of assets, equity or otherwise), Employee agrees person shall have ceased to be bound byemployed by the Company or any of its Affiliates for a period of at least 12 months; and (d) The Participant will not directly or indirectly assist others in engaging in any of the activities, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummatedwhich are prohibited under subparagraphs (a) — (c) above. Notwithstanding the foregoing, if the Restriction Period set forth herein is shorter in no event duration following Participant’s termination of employment with the Company and its Affiliates than in any other prior Award Agreement, the Restriction Period set forth herein shall Employee be bound bythe Restriction Period for all such prior Award Agreements and related Awards. Similarly, or obligated if the Restriction Period is longer in this Agreement than in prior Award Agreements, the Restriction Period set forth in such prior Award Agreements and related Awards shall be amended hereby and have the same applicable Restriction Period following Participant’s termination of employment with the Company and its Affiliates as set forth herein (and the Participant shall be deemed to enter into, any non-competition provisions referred have consented to such amendment by executing this Agreement). 1.2 It is expressly understood and agreed that although the Participant and the Company consider the restrictions contained in this Section 2(b) which extend beyond twelve (12) months8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in each case from this Agreement is an unenforceable restriction against the date Participant, the provisions of termination this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable against such Participant. Alternatively, if any court of Employee’s employment hereunder or whose scope extends competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the scope enforceability of any of the non-competition provisions other restrictions contained herein. The restrictive covenants set forth in this Section 2(b). The twelve (12) month time period referred to above 8 shall be tolled on a day-for-day basis for each day during which Employee participates extended by any amount of time that the Participant is in any activity in violation breach of this Section 2(b) so such covenants, such that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a Company receives the full twelve (12) monthsbenefit of the time duration set forth above.

Non-Competition. During Employee’s employment with (i) the Company Executive agrees that he shall not during the Employment Period and for twelve (12) months thereaftera period of one year after the termination or end thereof for any reason, Employee without the approval of the Board which, after the end of the Employment Period, shall notnot unreasonably be withheld or delayed, directly or indirectly, on behalf alone or as partner, joint venturer, officer, director, employee, consultant, agent, independent contractor or controlling stockholder (other than as provided below) of Employee any Company or on behalf of or with any other personbusiness, enterprise or entity, engage in any individual “Competitive Business” within the United States or representative capacity, engage or participate in any business, including its affiliated Internet entities, that is in competition within the United Kingdom and which directly competes with the Company or any subsidiary or affiliate business of the Company and/or Cyclacel Limited. For purposes of the foregoing, the term “Competitive Business” shall mean any business involved in and/or intending to seek marketing approvals of drug candidates belonging to the same pharmaceutical class as the candidates under development by the Company from time to time, currently CDK inhibitors, PLK inhibitors and nucleoside analogues; provided that, this provision shall in no way prevent the Executive, after the end of the Employment Period, from being employed as a consultant. (ii) Notwithstanding the provisions of clause (i) above or any other provision of this Agreement to the contrary, the Executive shall not be prohibited during the period applicable under clause (i) above from acting as a passive investor where (a) in the United States case of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectivelya Competitive Business being a public corporation, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to Executive owns not more than five percent (5%) of the issued and outstanding capital stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with such higher percentage or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) the Company or any of its subsidiaries or affiliates places, or has placed for it, all or substantially all of its assets up for sale within one (1) year after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments amount as may be necessary or desirable approved by the Board upon notice from the Executive prior to evidence Employee’s agreement to be bound byobtaining such interest; provided, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assetshowever, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated Executive shall not be treated as having violated the provisions of this Section 12 if in good faith with customary terms and provisions and he is unaware that an entity in which he has an investment interest would be treated as a Competitive Business and, upon becoming aware of such involvement, the transaction contemplated thereby Executive makes reasonable efforts to divest himself of his interest in such business; (b) in the case of any employer or entity other than a Competitive Business that is consummated. Notwithstanding the foregoing, in no event shall Employee be bound byengaged in, or obligated whose affiliates are engaged in, the development or marketing of products or technologies that are directly or indirectly competitive with any product or technology that is developed or marketed or proposed to enter intobe developed or marketed by Company during the Employment Period, any non-competition provisions referred to in this Section 2(bthe Executive owns not more than five percent (5%) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve issued and outstanding capital stock; or (12c) month time period referred receiving stock, options or warrants from any entity with which the Executive can have a relationship pursuant to clause (i) above shall as part of the Executive’s compensation for services rendered or to be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) monthsrendered.

Non-Competition. During Employee’s employment with (i) For so long as it or any of its subsidiaries is the Advisor (as defined in the Advisory Agreement, dated July 1, 1996, as amended, between the Company and for twelve the Advisor) and the Manager (12as defined in the Management Agreements, dated July 1, 1996, as amended, between the Company (or the subsidiary of the Company which is the owner of the applicable property) months thereafterand the Manager) of the Centers, Employee neither WHL nor any of its subsidiaries shall notacquire, directly or indirectly, on behalf of Employee any ownership interest in shopping center properties or on behalf of or with any other person, enterprise or entity, in any individual or representative capacity, engage or participate in any business, including its affiliated Internet entities, that is in competition with the Company or any subsidiary or affiliate of the Company power centers in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVisiona "Competitive Business") or Shop at Homeown an interest in, as well as a partner, member, stockholder, co-venturer or otherwise, any company which subsequently enters the field of television retailing as its primary business (collectivelycorporation, the “Competing Companies”). Employee’s obligations under company, partnership, firm, association, enterprise or other entity that owns any ownership interest in a Competitive Business, except in accordance with this Section shall continue during the Term and for the period after the Term set forth above and shall not4, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else PROVIDED that nothing contained in this Section, Employee may own, for investment purposes only, up to five percent (5%) of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange Section 4 shall prohibit or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) the Company restrain WHL or any of its subsidiaries or affiliates placesAffiliates from (A) owning any interest in Westfield America Trust or the Company, (B) acquiring shares of capital stock or has placed for it, all other equity interests in any entity where such shares or substantially all interests represent a minority interest of its assets up for sale within one (1) year after termination of Employee’s employment hereunder 5% or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all less of such assets entity's outstanding capital stock or equity interests, PROVIDED that such entity is not controlled by WHL or any such subsidiary and employees of the Westfield Group do not serve as an executive officer, director, manager or advisor to such entity, (whether by sale of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions C) acquiring indebtedness of any non-competition provisions person, (D) acquiring by asset purchase, stock purchase, merger, consolidation or otherwise of any corporation, partnership or other business entity (each an "Entity") partially engaged in the Competitive Business, PROVIDED that such activities relating to the purchase and sale agreement Competitive Business do not exceed 5% of the revenues or net equity of such Entity or such Entity disposes of such Competitive Business within one year of such acquisition, or (E) acquiring any interest in airport projects or the retail portions thereof. (ii) If WHL or any of its subsidiaries shall be presented with the opportunity to acquire any Competitive Business which would be subject to the restriction in clause (i) above, WHL shall ensure that such opportunity is presented to the Board of Directors of the Company. If for any reason a majority of the Independent Directors of the Board of Directors of the Company (or if the Company does not have a majority of Independent Directors, a majority of Independent Directors of the Board of Directors of WAT) shall elect not to pursue such assetsopportunity, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in then WHL or its subsidiary shall be permitted to attempt to acquire such Competitive Business. (iii) In no event shall Employee the foregoing be bound bydeemed to permit WHL or any of its subsidiaries to acquire a regional shopping center which directly competes with any regional shopping center then owned by the Company or its subsidiaries and which is within the primary market area of any such shopping center ( a "Competing Mall"), PROVIDED that the foregoing restriction shall not be deemed to be violated if WHL or obligated to enter intoits subsidiaries shall acquire, any non-competition provisions referred to in this Section 2(b) either directly or indirectly, a Competitive Business which extend beyond twelve (12) monthsowns, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on among other properties, a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) monthsCompeting Mall."

Non-Competition. During (a) Employee will not, during the period of Employee’s 's employment with the Company Company, and for twelve a period of two (122) months thereafteryears immediately following the termination of Employee's employment under this Agreement, Employee shall notfor any reason whatsoever, directly or indirectly, on behalf of Employee for himself or on behalf of or in conjunction with any other person, enterprise persons, company, partnership, corporation, or entitybusiness of whatever nature: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any individual travel service business in direct competition with the Company or representative capacityTSI or any subsidiary of either the Company or TSI, engage within the United States or participate within 100 miles of any other geographic area in which the Company or TSI or any of the Company's or TSI's subsidiaries conducts business, including any territory serviced by the Company or TSI or any of such subsidiaries (the "Territory"); (ii) call upon any person who is, at that time, within the Territory, an employee of the Company or TSI (including the respective subsidiaries thereof) in a managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of the Company or TSI (including the respective subsidiaries thereof); (iii) call upon any person or entity which is, at that time, or which has been, within one (1) year prior to that time, a customer of the Company or TSI (including the respective subsidiaries thereof) within the Territory for the purpose of soliciting or selling products or services in direct competition with the Company or TSI or any subsidiary of the Company or TSI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor, which candidate was, to Employee's actual knowledge after due inquiry, either called upon by the Company or TSI (including the respective subsidiaries thereof) or for which the Company or TSI made an acquisition analysis, for the purpose of acquiring such entity. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from acquiring as an investment not more than two percent (2%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or over-the-counter. (b) Because of the difficulty of measuring economic losses to the Company and TSI as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to the Company and TSI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by TSI or the Company in the event of breach by him, by injunctions and restraining orders. (c) It is agreed by the parties that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light of the activities and business of the Company or TSI (including TSI's other subsidiaries) on the date of the execution of this Agreement and the current plans of TSI (including TSI's other subsidiaries); but it is also the intent of the Company and Employee that such covenants be construed and enforced in accordance with the changing activities, business, and locations of the Company and TSI (including TSI's other subsidiaries) throughout the term of this Agreement, whether before or after the date of termination of the employment of Employee. For example, if, during the term of this Agreement, the Company, or TSI (including TSI's other subsidiaries) engages in new and different activities, enters a new business or establishes new locations for its affiliated Internet entitiescurrent activities or business in addition to or other than the activities or business enumerated under the Recitals above or the locations currently established therefor, then Employee will be precluded from soliciting the customers or employees of such new activities or business or from such new location and from directly competing with such new business within 100 miles of its then-established operating location(s) through the term of this Agreement. It is further agreed by the parties hereto that, in the event that is Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with the Company or TSI (including TSI's other subsidiaries), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause (i) of this paragraph 3, and in any subsidiary event such new business, activities or affiliate location are not in violation of the Company in the United States this paragraph 3 or of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s employee's obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall notparagraph 3, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Sectionif any, Employee may own, for investment purposes only, up to five percent (5%) shall not be chargeable with a violation of the stock of any Competing Company this paragraph 3 if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) the Company or any of its subsidiaries or affiliates placesTSI (including TSI's other subsidiaries) shall thereafter enter the same, similar, or has placed for ita competitive (i) business, all or substantially all (ii) course of its assets up for sale within one (1) year after termination of Employee’s employment hereunder activities, or (2iii) Employee’s employment is terminated location, as applicable. (d) The covenants in connection with the disposition of all or substantially all of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound bythis paragraph 3 are severable and separate, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions unenforceability of any non-competition specific covenant shall not affect the provisions relating of any other covenant. Moreover, in the event any court of competent jurisdiction shall determine that the scope, time, or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the purchase fullest extent which the court deems reasonable, and sale the Agreement shall be reformed in accordance therewith. (e) All of the covenants in this paragraph 3 shall be construed as an agreement for such assets, without independent of any consideration beyond that expressed other provision in this Agreement, provided and the existence of any claim or cause of action of Employee against the Company or TSI, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by TSI or the Company of such covenants. It is specifically agreed that the purchase period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall covenants of Employee be bound by, or obligated to enter into, any non-competition provisions referred to made in this Section 2(b) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above paragraph 3 shall be tolled on a day-for-day basis for each day effective, shall be computed by excluding from such computation any time during which Employee participates in any activity is in violation of any provision of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) monthsparagraph 3.

Non-Competition. During Employee’s employment with Provided the Company is not in default hereunder, in consideration of the Company's promise to disclose, and disclosure of, its Confidential Information and other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by Employee, Employee hereby agrees and covenants that until the later of the last day of the Term or until the Employee's date of termination of, or resignation from, employment from the Company or any of its subsidiaries or affiliates for twelve any reason, including the expiration of the Term (12) months thereafterthe “Restricted Period”), Employee shall not, directly or indirectly, on behalf engage in, assist or become associated with a Competitive Activity. For purposes of Employee this Section 2(b): (i) a “Competitive Activity” means, at the time of Employee's termination, any business or on behalf of or with any other person, enterprise or entity, endeavor in any individual or representative capacity, engage or participate in any business, including its affiliated Internet entities, that is in competition with jurisdiction conducted by the Company or any subsidiary of its subsidiaries or affiliate affiliates (or demonstrably anticipated by the Company or its subsidiaries or affiliates in any jurisdiction as of the Company Effective Date or at any time thereafter); and (ii) Employee shall be considered to have become “associated with a Competitive Activity” if Employee becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, advisor, lender, or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding the United States of America in the field of television retailingforegoing, including, without limitation, QVC, Shop NBC (formerly called ValueVisioni) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue Employee may make and retain investments during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may ownRestricted Period, for investment purposes only, up to five percent (in less than 5%) % of the outstanding capital stock of any Competing Company if it is a publicly-held traded corporation whose engaged in a Competitive Activity if stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) the Company or any of its subsidiaries or affiliates places, or has placed for it, all or substantially all of its assets up for sale within one (1) year after termination of Employee’s employment hereunder or (2) Employee’s employment corporation is terminated in connection not directly involved with the disposition provision of all direction or substantially all management of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to in this Section 2(b) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) months.entity;

Non-Competition. During By and in consideration of the Company’s entering into this Retention Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Employee’s exposure to the Confidential Information of the Company and its affiliates, the Employee agrees that the Employee shall not, during the Employee’s employment with the Company and for twelve a twelve-month period thereafter (12) months thereafter, Employee shall notthe “Restriction Period”), directly or indirectly, on behalf of Employee or on behalf of or with any other personown, enterprise or entitymanage, in any individual or representative capacityoperate, engage join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any business, including its affiliated Internet entities, that is in competition with the Company or any subsidiary or affiliate of the Company in the United States of America in the field of television retailingmanner with, including, without limitation, QVCholding any position as a stockholder, Shop NBC director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (formerly called ValueVisionas defined below); provided, that in no event (i) shall ownership by the Employee of five percent (5%) or Shop at Homeless of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as well amended, standing alone, be prohibited by this Section 5.2, so long as the Employee does not have, or exercise, any company which subsequently enters rights to manage or operate the field business of television retailing such issuer other than rights as a stockholder thereof, nor (ii) shall being employed by a Person that is a Restricted Enterprise, standing alone, be prohibited by this Section 5.2, so long as (A) such Person has more than one discrete and readily distinguishable part of its primary business business, (collectively, B) the “Competing Companies”). Employee’s obligations under duties are not at or involving the part of such Person that is the Restricted Enterprise, including, without limitation, serving in a capacity where any Person involved in the Restricted Enterprise reports to the Employee and (C) the Employee notifies the Company of employment with such Person prior to commencement of his or her employment with such Person. For purposes of this Section paragraph, “Restricted Enterprise” shall continue during the Term and mean any Person that is engaged, directly or indirectly, in (or intends or proposes to engage in, or has been organized for the purpose of engaging in) the generic injectible pharmaceutical industry. During the one-year period after following the Term set forth above and shall not, for any reason, cease upon termination of the Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to five percent (5%) upon request of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on Company, the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) shall notify the Company or any of its subsidiaries or affiliates places, or has placed for it, all or substantially all of its assets up for sale within one (1) year after termination of the Employee’s then-current employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to in this Section 2(b) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) monthsstatus.

Non-Competition. During Employee’s employment with (a) The Optionee acknowledges and recognizes the highly competitive nature of the business of the Company and its Affiliates and accordingly agrees that during the term of the Optionee’s employment and for twelve a period of [two (122) months years] [one (1) year] [six (6) months] immediately thereafter, Employee shall not, : (i) The Optionee will not directly or indirectly, on behalf of Employee or on behalf of or with any other person, enterprise or entity, indirectly engage in any individual or representative capacity, engage or participate in any business, including its affiliated Internet entities, that business which is in competition with the Company or any subsidiary or affiliate line of the Company in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to five percent (5%) of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed conducted by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) the Company or any of its subsidiaries Affiliates, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or affiliates placessales representative, in any geographic region in which the Company or has placed for it, all or substantially all any of its assets up Affiliates conducted any such competing line of business; (ii) The Optionee will not perform or solicit the performance of services for sale within one any customer or client of the Company or any of its Affiliates; (iii) The Optionee will not directly or indirectly induce any employee of the Company or any of its Affiliates to (1) year after termination of Employee’s employment hereunder engage in any activity or conduct which is prohibited pursuant to this subparagraph 9(a), or (2) Employeeterminate such employee’s employment is terminated with the Company or any of its Affiliates. Moreover, the Optionee will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the disposition Company or any of all its Affiliates) to any person who was employed by the Company or substantially all any of its Affiliates unless such assets (whether by sale of assets, equity or otherwise), Employee agrees person shall have ceased to be bound byemployed by the Company or any of its Affiliates for a period of at least 12 months; and (iv) The Optionee will not directly or indirectly assist others in engaging in any of the activities, which are prohibited under subparagraphs (i) - (iii) above. (b) It is expressly understood and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, agreed that although the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions Optionee and the transaction contemplated thereby is consummated. Notwithstanding Company consider the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to restrictions contained in this Section 2(b) which extend beyond twelve (12) months9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in each case from this Agreement is an unenforceable restriction against the date Optionee, the provisions of termination this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of Employee’s employment hereunder or whose scope extends competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the scope enforceability of any of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) monthsother restrictions contained herein.

Non-Competition. During Employeethe period of the Executive’s employment with and through the Company and for twelve second (122nd) months thereafteranniversary of the Termination Date (such period, Employee the “Restricted Period”), the Executive shall not, either directly or indirectly, on behalf of Employee indirectly (and whether or on behalf of or with any other person, enterprise or entity, not for compensation) (i) engage in the Business for the Executive’s own account in any individual or representative capacity, engage or participate in any business, including its affiliated Internet entities, that is in competition with the Company or any subsidiary or affiliate state of the Company in the United States and in any other country, in each case as of America the Termination Date, in which the Employer Group (1) then conducts business, (2) has plans to conduct business within the Restricted Period or (3) has taken meaningful steps designed to conduct business in the field future, even if the Employer Group’s plan to conduct business in such country would commence after the expiration of television retailingthe Restricted Period (the “Restricted Territory”), including(ii) render any services to or for any person or entity engaged in the Business in any part of the Restricted Territory, without limitation(iii) acquire a financial interest in, QVCor otherwise become actively involved with, Shop NBC (formerly called ValueVision) any person or Shop at Homeentity engaged in the Business in any part of the Restricted Territory, as well as any company which subsequently enters the field of television retailing as its primary business (collectivelyan individual, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall notpartner, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to five percent (5%) of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partnermember, officer, director, employee, consultant principal, agent, trustee or otherwise. In consultant, or (iv) interfere with business relationships between the event that (1) the Company Employer Group or any of its subsidiaries direct or affiliates placesindirect parent or subsidiary thereof (each, a “Protected Party” and collectively, the “Protected Parties”), on the one hand, and employees, clients or suppliers of, or has placed for itconsultants to, all or substantially all of its assets up for sale within one (1) year after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with any Protected Party, on the disposition of all or substantially all of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating other hand. Notwithstanding anything to the purchase and sale agreement for such assets, without any consideration beyond that expressed contrary in this Agreement, provided that the purchase and sale agreement Executive may, directly or indirectly, own, solely through passive ownership as a portfolio investment (with no director designation rights or other special governance rights), securities of any person engaged in the Business which are publicly traded on a national or regional stock exchange or over-the-counter if the Executive (i) is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound bynot a controlling person of, or obligated to enter intoa member of a group which controls, such person and (ii) does not, directly or indirectly, own 2% or more of any non-competition provisions referred to in this Section 2(b) which extend beyond twelve (12) months, in each case from the date class of termination securities of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) monthssuch person.

Non-Competition. During a. At all times during Employee’s employment hereunder, and for a period equal to the longer of (i) one (1) year after termination of employment with the Company and for twelve or (12ii) months thereafterthree (3) years from the Effective Date, Employee shall not, directly or indirectly, on behalf of Employee or on behalf of or with any other person, enterprise or entity, in any individual or representative capacity, engage or participate in any business, including its affiliated Internet entities, that is in competition with the Company or any subsidiary or affiliate of (except where approved by the Company in the United States writing in advance), whether as owner, operator, shareholder (except as a holder of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Home, as well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to not more than five percent (5%) of the outstanding stock of any Competing Company if it is a publicly-held corporation whose stock is either listed company traded on a national stock securities exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating actively traded in such corporation. As used hereina national over-the-counter market), “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholderdirector, partner, officercreditor, directorconsultant, employeeagent, consultant employee or otherwise. In the event in any other capacity whatsoever that (1) manufactures products or provides services that compete, in any material respect, directly with products or services of the Company (its affiliates, parents, subsidiaries or any predecessors in interest) or markets such products anywhere in the world where the Company (its affiliates, parents, subsidiaries or predecessors in interest) (i) is engaged in business or (ii) has evidenced an intention of engaging in business and for which the Company, its affiliates, parents, or its subsidiaries prepared a business plan or affiliates places, study or has placed for it, all committed resources of the Company to investigate on or substantially all of its assets up for sale within one (1) year after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all of such assets (whether by sale of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to in this Section 2(b) which extend beyond twelve (12) months, in each case from before the date of termination of Employee’s employment hereunder or whose scope extends employment. Employee acknowledges that he has read the scope foregoing and agrees that the nature of the non-competition provisions set forth in this Section 2(b)geographical restrictions are reasonable given the international nature of the Company’s business. The twelve (12) month time period referred In the event that these geographical or temporal restrictions are judicially determined to above be unreasonable, the parties agree that these restrictions shall be tolled on judicially reformed to the maximum restrictions which are reasonable. b. Notwithstanding the provisions of the preceding Paragraph 10a., Employee may accept employment with a day-for-day basis for each day during which Employee participates company that would be deemed to be a competitor of the Company (its affiliates, parents, subsidiaries or predecessors in any activity in violation of this Section 2(binterest) so that Employee is restricted from engaging as described in the conduct referred to previous sentence (“Competitor”), so long as (i) the Competitor has had annual revenues of at least $1 billion in this Section 2(beach of the prior two fiscal years, (ii) the Competitor’s revenues for a full twelve products and maintenance in direct competition with the Company does not exceed 50% of its total revenues and (12iii) monthsEmployee’s responsibilities are solely for divisions or subsidiaries of the Competitor that do not compete with the Company (its affiliates, subsidiaries or predecessors in interest).

Non-Competition. During Employee’s employment with In consideration for the issuance to Harris of shares of the Company pursuant to the Formation Agreement and for twelve the performance by Stratex of its obligations under the Agreements (12collectively, the “Non-Compete Consideration”), Harris agrees that, during the period commencing on the date of this Agreement and ending on the fifth anniversary of the date hereof, H▇▇▇▇▇ will not, and will not permit any of its Subsidiaries to (a) months thereafter, Employee shall notengage, directly or indirectly, on behalf in the Restricted Business, (b) form any Person other than the Company and its Subsidiaries (a “Covered Person”) or change or extend the current business activities of Employee any existing Covered Person for the purpose of engaging, directly or on behalf of indirectly, in the Restricted Business or with any other person(c) invest, enterprise directly or entityindirectly, in any individual Covered Person engaged, directly or representative capacityindirectly, engage or participate in the Restricted Business in any businessmaterial respect; provided, including its affiliated Internet entitieshowever, that is in competition with notwithstanding the Company or any subsidiary or affiliate foregoing H▇▇▇▇▇ and/or its Subsidiaries may (i) collectively own less than 20% of the Company total equity interests in any Covered Person engaged in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at Home, Restricted Business as well long as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to five percent (5%) none of the stock employees of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, officer, director, employee, consultant or otherwise. In the event that (1) the Company H▇▇▇▇▇ or any of its subsidiaries Subsidiaries is involved in the management of such Covered Person, (ii) participate as a passive investor with no management rights in any investment fund that holds an ownership interests in Covered Persons engaged in the Restricted Business which is managed by Persons that are not Affiliates of H▇▇▇▇▇ (each, an “Unaffiliated Person”) (x) with any employee benefit or affiliates placesretirement plan funds and (y) with any other funds subject, in the case of this clause (y) only, to a maximum interest in such investment fund of 15% and (iii) acquire a Covered Person or has placed for itbusiness unit of a Covered Person engaged in the Restricted Business if (x) the Restricted Business contributed less than 20% of such Covered Person’s or business unit’s, all as applicable, total revenues (based on its latest annual audited financial statements, if available) and (y) such Covered Person or substantially all of H▇▇▇▇▇, as applicable, divests or ceases to conduct the Restricted Business within 18 months after the acquisition date. Notwithstanding anything in this Agreement to the contrary, the defined term “Restricted Business” shall not include, and the prohibition contained in this Section 2 shall in no way prohibit H▇▇▇▇▇ and/or its assets up for sale within one Subsidiaries from, (1a) year after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated purchasing and reselling products produced by, and marked with the brands of, an Unaffiliated Person in connection with the disposition sale, service, design or maintenance of all a system that contains or substantially all of such assets uses microwave radios or related components, systems or services or (whether b) developing, manufacturing, distributing or selling microwave radios or related components, systems or services for use by sale of assets, equity or otherwise), Employee agrees to be bound by, and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the terms and conditions of any non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the purchase and sale agreement is negotiated in good faith with customary terms and provisions and the transaction contemplated thereby is consummated. Notwithstanding the foregoing, in no event shall Employee be bound by, or obligated to enter into, any non-competition provisions referred to in this Section 2(b) which extend beyond twelve (12) months, in each case from the date of termination of Employee’s employment hereunder or whose scope extends the scope of the non-competition provisions set forth in this Section 2(b). The twelve (12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee participates in any activity in violation of this Section 2(b) so that Employee is restricted from engaging in the conduct referred to in this Section 2(b) for a full twelve (12) monthsGovernment Entities.