Common use of Non-Competition Clause in Contracts

Non-Competition. 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 or 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 the date hereof or at any time during the Non-Competition Period) (the "Businesses"), or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses (a "Competitor") or (ii) solicit or refer, 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 equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained 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 Section 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, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organization; provided, however, that Employee not be otherwise connected with or active in the business of the issuers described in this Section 6(a), and (ii) Employee shall be permitted, after the Employment Termination Date, to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-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 the use by any unrelated third party; provided that in either case Employee complies with the provisions of sub-sections (b), (c) and (d) of this Section 6 in connection therewith.

Non-Competition. Subject to (a) In consideration of the last sentence Company’s grant of this Section 6(a)Option, the Employee Optionee agrees that during a period commencing on for as long as the Optionee is employed by the Company and until the first anniversary of the date hereof 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 ending 12 months after service package that competes directly with the Employment Termination Date (the "Non-Competition Period"), he will not, except on behalf business of the Company or ADP its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render any of their respective affiliatesservices 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, whether as an individual, partner, shareholder, officer, director, stockholderprincipal, investoragent, partnertrustee or consultant, proprietor, (iv) interfere with business associate, employee, representative relationships (whether formed before or otherwise, do after the date of this Award Agreement) between the Company or any of the following acts: (i) provide services which are competitive with the businesses its Affiliates and customers, suppliers, Partners, members or services investors of the Brokerage Services Group of ADP (as such businesses are conducted on the date hereof Company or at any time during the Non-Competition Period) (the "Businesses"), or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses (a "Competitor") its Affiliates or (iiv) solicit disparage the Company, its Directors, Officers or refercontrolling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectlyindirectly own, 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 servicessolely as an investment, or (iii) promote, market or participate in the sale, lease or licensing of any equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained 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 Section 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, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organization; provided, however, that Employee not be otherwise connected with or active Person engaged in the business of the issuers described in this Section 6(a)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 a member of a group which controls, such Person and (ii) Employee shall be permitteddoes not, after direct or indirectly, own 5% or more of any class of securities of such Person. (b) It is expressly understood and agreed that although Optionee and Company consider the Employment Termination Date, to (A) provide consulting services to entities which are not Competitors restrictions contained in this Section 7 and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-house products or services that may be deemed the following Section 8 to be competitive with those offered reasonable, if a final judicial determination is made by a court of competent jurisdiction that the Company only if such products time or services are used exclusively by such entity and are not directly territory or indirectly marketed or sold by such entity for the use by any unrelated third party; provided that other restriction contained in either case Employee complies with this Award Agreement is an unenforceable restriction against Optionee, the provisions of sub-sections (b)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, (c) if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and (d) such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of this Section 6 in connection therewithany of the other restrictions contained herein.

Non-Competition. Subject to (a) Employee shall not, during the last sentence period of this Section 6(a)Employee's employment with VPI, the Employee agrees that during and for a period commencing on of two (2) years immediately following the date hereof and ending 12 months after the Employment Termination Date (the "Non-Competition Period")termination of Employee's employment under this Agreement, he will not, except on behalf of the Company or ADP or for any of their respective affiliatesreason whatsoever, directly or indirectly, whether for himself or herself or on behalf of or in conjunction with any other person, company, partnership, corporation or business of whatever nature: (i) engage, as an officer, director, stockholdershareholder, investorowner, partner, proprietorjoint venturer or in a managerial capacity, business associate, whether as an employee, representative independent contractor, consultant or otherwiseadvisor, do 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 locations in which VPI or any of the following acts: (i) provide services which are competitive with the businesses VPI's subsidiaries conducts any noncommercial property management, rental or services of the Brokerage Services Group of ADP (as such businesses are conducted on the date hereof sales business or at any time during the Non-Competition Period) hotel management business (the "BusinessesTerritory"), or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses (a "Competitor") or ; (ii) solicit 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 refermanagerial 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), directly provided that Employee shall be permitted to call upon and hire any member of his 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 her immediate family; (iii) promotecall upon any person or entity which is at that time, market or participate which has been, 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 salenoncommercial property management, lease rental or licensing of sales business or hotel management business, which candidate, to Employee's actual knowledge after 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 equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Periodsubsidiary thereof) can be performed, tomade 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 any person, corporation, firm, partnership or other entity whatsoeverrespect to pursuing such acquisition candidate. Notwithstanding anything to the contrary contained herein, if the Company terminates the Employee's employment hereunder pursuant to Section 5(a)(v) hereofabove, 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 Section 6(a) covenant shall not be deemed violated by the purchase and/or ownership by to prohibit Employee of shares of any class of equity securities from (or options, warrants or rights to acquire such securities, or any securities convertible into such securitiesA) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) acquiring as an investment not more than two percent (2%) or less of the outstanding shares capital stock of any such class of equity securities of any issuer a competing business whose securities are stock is traded on a national securities exchange or listed over-the-counter or (B) engaging in the hotel management business if the Employee's employment hereunder is terminated after the initial three-year term of this Agreement. (b) Because of the difficulty of measuring economic losses to VPI as a result of a breach of the foregoing covenant, 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 NASDAQVPI in the event of breach by him or her, by injunctions and restraining orders. (c) It is agreed by the National Quotation Bureau Incorporated 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 any similar organization; providedbusiness, howeverthen 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 employed hereunder, and 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 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 otherwise connected chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or active in the business of the issuers described in this Section 6(a)a competitive (i) business, and (ii) Employee 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 be permitted, after the Employment Termination Date, to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-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 the use by any unrelated third party; provided that in either case Employee complies with affect the provisions of sub-sections 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 fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed. (be) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, 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 period of two (c2) and (d) years following termination of employment stated at the beginning of this Section 6 paragraph 3, during which the agreements and covenants of Employee made in connection therewiththis paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3.

Non-Competition. Subject to the last sentence of this Section 6(a), the Employee The Executive agrees that during a period commencing on the date hereof and ending 12 months after the Employment Termination Date (the "Non-Competition Period"), he Executive will not, except on behalf of during the Company “Restrictive Period”, as defined below, engage in, or ADP or any of their respective affiliates, otherwise directly or indirectlyindirectly be employed by, whether or act as an officera consultant or lender to, or be a director, stockholder, investor, partner, proprietor, business associateofficer, employee, representative owner, co-venturer, member or otherwisepartner of, do any of or use or expressly permit the following acts: Executive’s name to be used by (i) provide services which are competitive with the businesses or services of the Brokerage Services Group of ADP (as such businesses are conducted on the date hereof or at any time during the Non-Competition Period) (the "Businesses"collectively an “Engagement With”), any business, entity or promote, market, become or acquire an interest in, or associate in organization which has a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any primary line of business competitive with (i.e. representing more than 4.9% of its revenue) involving the Businesses sale at retail, whether from store locations, and/or by or from direct mail, catalogues and/or websites, of party goods and/or supplies anywhere in the United States (a "Competitor") or (ii) solicit or refer, 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 equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained 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 Section 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, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organization“Competing Entity”); provided, however, that Employee in each case the provisions of this Section 8(a) will not be otherwise connected with 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 active is regularly traded in the over-the-counter market by a member of a national securities exchange; and provided, further, however, that, 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 (and only if), the business segment or department of the issuers described Competing 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), (1) does not itself compete with the Company, and (2) the Executive does not provide any services, advice, assistance and/or guidance to any business segment or department, subsidiary, division, or other entity of the Competing Entity which competes with the Company. As used in this Section 6(a), the “Restrictive Period” shall be (i) the period the Executive is employed by the Company and (ii) Employee shall be permitted, the period of one (1) year after the Employment Termination Date, Executive ceases to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-house products or services that may be deemed to be competitive with those offered by the Company only if such products or services for any reason, or, in the case of the Executive’s Engagement With any Competing Entity that operates retail stores which are used exclusively located in any states where the Company has retail stores on the date of the Executive’s cessation of employment, the period of eighteen (18) months period after the Executive ceases to be employed by such entity and are not directly or indirectly marketed or sold by such entity the Company for the use by any unrelated third party; provided that in either case Employee complies with the provisions of sub-sections (b), (c) and (d) of this Section 6 in connection therewithreason.

Non-Competition. Subject 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 last sentence Executive, and further in consideration of this Section 6(athe Executive's continued exposure to the confidential and proprietary information of the Company (including, without limitation, the Trade Secrets), the Employee Executive agrees that during a period commencing on the date hereof and ending 12 months after the Employment Termination Date (the "Non-Competition Period"), he Executive will not, except on behalf during the Term, engage in any "Competitive Activity" (as 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 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 the 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 an independent contractor), or managing or operating the business or affairs of, any Competitor; or (D) participating in the ownership, management, operation or control of or being connected in any manner with any Competitor. For purposes of this Agreement, the term "COMPETITOR" shall mean any person (other than the Company or ADP or any of their respective affiliatesaffiliate thereof) that competes, either directly or indirectly, whether at the time of determination, in any "Restricted Area" (as an officer, director, stockholder, investor, partner, proprietor, business associate, employee, representative or otherwise, do defined below) with 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 business conducted on the date hereof or at any time during the Non-Competition Period) (the "Businesses"), or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses (a "Competitor") or (ii) solicit or refer, 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 affiliate thereof. For purposes of this Agreement, the Non-Competition Period) to another provider term "RESTRICTED AREA" shall mean any state or territory of such services, or (iii) promote, market or participate the United States in the sale, lease or licensing of any equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for affiliate thereof conducts business or with any person, corporation, firm, partnership state or other entity whatsoever. Notwithstanding anything to the contrary contained 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 Section 6(a) shall not be deemed violated by the purchase and/or ownership by Employee of shares similar subdivision of any class of equity securities (or options, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organization; provided, however, that Employee not be otherwise connected with or active in the business of the issuers described in this Section 6(a), and (ii) Employee shall be permitted, after the Employment Termination Date, to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-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 the use by any unrelated third party; provided that in either case Employee complies with the provisions of sub-sections (b), (c) and (d) of this Section 6 in connection therewithforeign country.

Non-Competition. Subject to During the last sentence of this Section 6(a), the Employee agrees that during Term and for a period commencing on of thirty-six (36) months following the date hereof and ending 12 months after end of the Employment Termination Date Term (the "Non-Competition Restricted Period"), he will the Executive shall not, except on behalf of the Company or ADP or any of their respective affiliates, directly or indirectly, whether unless otherwise approved by the Company’s Board of Directors (including in any such approval the affirmative vote or consent of a majority of the Company’s independent directors): a. in any manner whatsoever engage in any capacity in any business competitive with the Company's current lines of business (which comprise the design, development, marketing, sale, production and distribution of women’s apparel) or any business currently proposed to be engaged in by the Company, any of its subsidiaries (including the Company) or by any Company-controlled affiliates, with business currently proposed to be engaged in determined by reference to those future business developments described in the Dynasty Energy Resources, Inc. offering disclosure materials to investors in its private placement consummated concurrently with the reverse merger transaction between the Company and Dynasty Energy Resources, Inc. (collectively, the "Company's Business") for the Executive’s own personal benefit or for the benefit of any person or entity other than the Company or any subsidiary or Company-controlled affiliate; or b. have any interest as an officerowner, sole proprietor, shareholder, partner, lender, director, stockholderofficer, investor, partner, proprietor, business associatemanager, employee, representative consultant, agent or otherwiseotherwise in any business competitive with the Company's Business; provided, do any of the following actshowever, that: (i) provide services which are competitive with the businesses or services of the Brokerage Services Group of ADP (as such businesses are conducted on the date hereof or at any time during the Non-Competition Period) (the "Businesses"), or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or Executive may be engaged in any line of business competitive with the Businesses (a "Competitor") or (ii) solicit or referhold, directly or indirectly, any clients solely as an investment, and with now role in operations or prospective clients management, not more than five percent (5%) of the outstanding securities of any services and/or products which are similar person or entity notwithstanding the fact that such person or entity is engaged in a business competitive with the Company's Business; and (ii) family relatives of the Executive may own, control and manage the business of the company without such activities being attributed to those offered by the Company or ADP (Executive, provided the Executive is at any all time during in compliance with the terms and conditions of the Non-Competition Agreement between it and the Company. In addition, during the Restricted Period) to another provider of such services, or (iii) promotethe Executive shall not publicize, market or participate in the sale, lease or licensing of any equipment or software by which services otherwise associate himself and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained 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 Section 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, warrants or rights to acquire such securitieshis name, or any securities convertible into such securities) representing (together derivative of his name, whether in Chinese or English, in connection with any securities which would be acquired upon the exercise development or marketing of any such optionsany trademarks, warrants designs or rights or upon any other property for use in the conversion Company's Business on behalf of any person or entity other security convertible into such securities) two percent (2%) or less of than the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQCompany, the National Quotation Bureau Incorporated or any similar organization; provided, however, that Employee not be otherwise connected with or active in the business of the issuers described in this Section 6(a), its subsidiaries and (ii) Employee shall be permitted, after the Employment Termination Date, to (A) provide consulting services to entities which are not Competitors and (B) be employed on a fullCompany-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-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 the use by any unrelated third party; provided that in either case Employee complies with the provisions of sub-sections (b), (c) and (d) of this Section 6 in connection therewithcontrolled affiliates.

Non-Competition. Subject to the last sentence In consideration of this Section 6(a)Agreement, and for other good and valuable consideration provided hereunder, the Employee receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees that and covenants that, during Executive’s employment with the Company and for a period commencing on the date hereof and ending 12 of (12) twelve months after the Employment Termination Date (the "Non-Competition Period")thereafter, he will Executive shall not, except on behalf without the prior written consent of the Company or ADP or any of their respective affiliatesCompany, directly or indirectly, whether as an officerengage in or become associated with a Competitive Activity. For purposes of this Section 2(b), 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 a “Competitive Activity” means any business or 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 Brokerage Services Group Company is engaged in providing as of ADP (as such businesses are conducted on the date hereof or at any time during the Non-Competition Period) (Term, provided such business or endeavor is in the "Businesses")United States, or promote, market, become or acquire an interest inin any foreign jurisdiction in which the Company provides, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses (a "Competitor") or (ii) solicit or refer, 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 has provided 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 equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained herein, if the Company terminates the Employee's employment hereunder pursuant to Section 5(a)(v) hereofTerm, 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 Section 6(a) shall not be deemed violated by the purchase and/or ownership by Employee of shares of any class of equity securities (relevant Company Products or options, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organization; provided, however, that Employee not be otherwise connected with or active in the business of the issuers described in this Section 6(a)Services, and (ii) Employee Executive shall be permittedconsidered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, after principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), (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 Employment Termination DateCompetitive Activity, (ii) Executive may own, for investment purposes only, up to five percent (A5%) provide consulting services to entities which are not Competitors and (B) be employed of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a full-time basis (i.e., national stock exchange or on the NASDAQ National Market System and if Executive is not on an independent contracting basis) by any person, firm, otherwise affiliated with such corporation, partnership or other entity to provide for such entity in-house products or services that may be deemed to be competitive with those offered (iii) if Executive’s employment hereunder is terminated by the Company only if such products for any reason other than Executive’s death, Disability or services are used exclusively Cause, or by such entity and are not directly or indirectly marketed or sold by such entity Executive for Good Reason, then the use by any unrelated third party; provided that restrictions contained in either case Employee complies with the provisions of sub-sections (b)this Section 2(b) shall lapse, (c) and (div) of Executive shall only be subject to the restrictions contained in this Section 6 2(b) to the extent the activity that would otherwise be prohibited by this section poses a reasonable competitive threat to the Company, which determination shall be made by the Company in connection therewithgood faith.

Non-Competition. Subject to 4.1. Both Company and Employee acknowledge Employee's right for freedom of occupation whilst protecting the last sentence of this Section 6(a), the Company's legitimate interests. Therefore Employee agrees that during and undertakes that, so long as Employee is employed by the Company and for a period commencing on the date hereof and ending 12 of twelve (12) months after the Employment Termination Date (the "Non-Competition Period")following termination of Employee's employment for whatever reason, he Employee will not, except on behalf of the Company or ADP or any of their respective affiliates, directly or indirectly, whether as an owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, stockholderlicensor or in any capacity whatsoever engage in, investorbecome financially interested in, 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 the date hereof or at any time during the Non-Competition Period) (the "Businesses")be employed by, or promote, market, become or acquire an interest in, or associate in a business relationship withotherwise render services to, any other person, corporation, firm, partnership business or other entity whatsoever who venture that is or may be engaged in any line of business activities involving products, information, processes, technology or equipment that are or could reasonably and imminently be competitive with the Businesses (a "Competitor") or (ii) solicit or refer, directly or indirectly, any clients or prospective clients of any services and/or products which are similar to those offered by of the Company or ADP (at any time during the Non-Competition Period) to another provider of such services, its subsidiaries or (iii) promote, market or participate in the sale, lease or licensing of any equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained 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 Section 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, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organizationaffiliates; provided, however, that Employee may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not be otherwise connected with to exceed at any one time one percent of any class of stock or active securities of such company, and so long as Employee has no role in the business of the issuers described publicly owned and traded company as director, employee, consultant or otherwise. Employee agrees and understand that his Salary (set forth in Exhibit A) includes adequate compensation for his undertakings in this Section 6(a)4.1 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, and (ii) Employee shall be permittedwill not, after the Employment Termination Datedirectly or indirectly, to (A) provide consulting services to entities including personally or in any business in which are not Competitors and (B) be Employee is an officer, director or shareholder, for any purpose or in any place, solicit for employment or employ any person employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-house products or services that may be deemed to be competitive with those offered by the Company only (or retained by the Company as a consultant, if such products consultant is prevented thereby from continuing to render its services to the Company) on the date of such termination or services are used exclusively by such entity and are not directly during the preceding twelve (12) months. 4.3. If any one or indirectly marketed or sold by such entity for more of the use by any unrelated third party; provided that terms contained in either case Employee complies with the provisions of sub-sections (b), (c) and (d) of this Section 6 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 connection therewitha manner to enable it to be enforced to the extent compatible with applicable Israeli law.

Non-Competition. Subject to The Employee shall not, during the last sentence of this Section 6(a), period (the Employee agrees that during a period commencing on “Restricted Period”) from the date hereof and ending 12 months until the later of one year after the Employment Termination Date 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 "Non-Competition Period"“APA”), he will not, except on behalf ): i) Without the prior written consent of the Company (A) directly or ADP 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 their respective affiliatesits subsidiaries or Affiliates anywhere with the Territory. Territory means any state (including the District of Columbia), directly territory or indirectly, whether as an officer, director, stockholder, investor, partner, proprietor, possession of the United States within which the Company presently or hereafter does business associate, employee, representative or otherwise, do within a 50-mile radius of any of the following acts: (i) provide services which are competitive with the businesses or services of the Brokerage Services Group of ADP Owned Premises, Owned Real Estate, Real Property and/or Leased Premises (as such businesses are conducted on defined in the date hereof or at any time during the Non-Competition Period) (the "Businesses"APA), (B) be employed by or promoteserve as an employee, marketagent, become or acquire an interest inofficer, director of, or associate in as a business relationship withconsultant to, any other person, firm, partnership, corporation, firm, partnership association or other entity whatsoever who is which engages or may be engaged plans to engage in any line facet of business competitive the Business in which the Company now or hereafter engages or which competes or plans to compete in any way with the Businesses (a "Competitor") or (ii) solicit or refer, 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 of its subsidiaries or Affiliates within the Non-Competition Period) to another provider of such servicesTerritory, or (iiiC) promoteutilize his special knowledge of the business of each Seller or the Company and his relationship with customers, market suppliers and others to compete with Company and/or its Affiliates in any business which engages or participate plans to engage in any facet of the sale, lease Business in which the Company now or licensing of hereafter engages or which competes or plans to compete in any equipment or software by which services and/or products similar to those provided by way with the Company or ADP (at any time during of its subsidiaries or Affiliates within the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained 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 Section 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, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organizationTerritory; provided, however, that nothing herein shall be deemed to prevent either Employee not be otherwise connected with or active from (x) acquiring through market purchases and owning, solely as a passive investment, less than one percent in the business aggregate of the issuers described 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 Employee 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 issuer. Employee acknowledges and agrees that the covenants provided for in this Section 6(a)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 (iiiii) customer goodwill associated with the ongoing Business. Employee shall be permitted, after hereby expressly authorizes the Employment Termination Date, to enforcement of the covenants provided for in this Section by (A) provide consulting services to entities which are not Competitors 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 employed on deemed by a full-time basis (i.e.court to be too broad to be enforced with respect to its duration or with respect to any particular activity or geographic area, not on an independent contracting basisthe 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) by The Employee shall not, directly or indirectly, for himself or for any other person, firm, corporation, partnership partnership, association or other entity to provide for such entity in-house products or services that may be deemed to be competitive with those offered by (including 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 the use by any unrelated third party; provided that in either case Employee complies with the provisions of sub-sections (bCompany), (cA) 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 manner to the Company’s or the Sellers’ trade or business relationships with such customers, (dC) in any 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 doing so or attempting to do so or (D) employ any employees of this Section 6 in connection therewithCompany.

Non-Competition. Subject For so long as a Principal Investor or any member of its Principal Investor Group (x) has the right to the last sentence of this designate a director pursuant to Section 6(a2.1(a), the Employee agrees that during (y) actually designates a period commencing on the date hereof and ending 12 months after the Employment Termination Date board observer as permitted pursuant to Section 2.1(f) or (the "Non-Competition Period"), he will not, except on behalf of z) elects to continue to receive any Information from the Company or ADP its Subsidiaries pursuant to Section 2.8, such Principal Investor, its Affiliates, its Affiliate Co-investors and its Co-investment Vehicles shall not directly or indirectly through one or more Affiliates own, manage, operate, control or participate in the ownership, management, operation or control of any of their respective affiliatesCompetitor; provided that nothing in this Section 2.7 shall prohibit any Principal Investor, its Controlled Affiliates, Affiliate Co-investors or Co-investment Vehicles from acquiring or owning, directly or indirectly, whether as an officer, director, stockholder, investor, partner, proprietor, business associate, employee, representative or otherwise, do any : (a) up to 5% of the following acts: aggregate voting securities of any Competitor (i) provide services which are competitive with the businesses or services of the Brokerage Services Group of ADP (as such businesses are conducted on the date hereof or at any time during the Non-Competition Period) (the "Businesses"), or promote, market, become or acquire an interest in, or associate in that is a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses (a "Competitor") publicly traded Person or (ii) solicit that is not a publicly traded Person; provided that neither the Principal Investor, nor any of its Controlled Affiliates, Affiliate Co-investors or referCo-investment Vehicles, directly or indirectlyindirectly through one or more Affiliates, designates a member of the board of directors (or similar body) of such Competitor or its Affiliates or is granted any clients other governance rights with respect to such Competitor or prospective clients its Affiliates (other than customary governance rights granted in connection with the ownership of debt securities); (b) any non-convertible debt securities of any services and/or products which are similar to those offered by the Company or ADP Competitor; (at c) 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 securities of any equipment or software by which services and/or products similar to those provided by the Company or ADP Competitor as defined in clause (at any time during the Non-Competition Periodb) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained 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 definition of Competitor, so long as such Person’s rental activities are limited in all material respects to the contrary contained hereinequipment manufactured or assembled by such Person or its Affiliates; (d) any securities of any Competitor, so long as (i) the foregoing provisions such Person’s annual revenue derived from rental operations that qualify such Person as a Competitor are limited to no more than 25% of this Section 6(a) shall not be deemed violated by the purchase and/or ownership by Employee total annual revenue of shares of any class of equity securities (or options, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded Person on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organization; provided, however, that Employee not be otherwise connected with or active in the business of the issuers described in this Section 6(a), consolidated basis and (ii) Employee shall be permittedsuch rental operations of such Person are divested within 12 months of being acquired; or (e) any securities of any Person that is a Competitor, after the Employment Termination Date, to (A) provide consulting services to entities which substantially all of whose operations are not Competitors conducted outside of North America and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-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 the use by any unrelated third partyEurope; provided that prior to any Principal Investor or its Controlled Affiliates, Affiliate Co-investors or Co-investment Vehicles acquiring or owning such securities, such potential purchaser shall have given written notice to the Company, in either 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 Employee complies the foregoing proviso shall cease to apply with the provisions of sub-sections respect to such opportunity. Nothing in this Section 2.7 shall prohibit ▇▇▇▇▇▇▇ ▇▇▇▇▇ Global Partners, Inc. (b“MLGP”) or its Affiliates from engaging in trading, asset management (including proprietary trading and hedge fund and similar activities), (c) and (d) financial advisory, lending or other applicable financial services activities in its ordinary course of this Section 6 business so long as no confidential information relating to the Company, any of the Company’s Subsidiaries or the acquisition of Hertz is used in connection therewiththe course of such activity.

Non-Competition. Subject to the last sentence of this Section 6(a), the Employee 6.1.1 The Executive agrees that during a period commencing on he shall not, until the first anniversary of the date hereof and ending 12 months after this Agreement is terminated, without the Employment Termination Date (the "Non-Competition Period"), he will not, except on behalf prior written consent of the Company or ADP or any of their respective affiliatesEmployer, directly or indirectly, indirectly (whether as an officera sole proprietor, partner, venturer, shareholder, director, stockholder, investor, partner, proprietor, business associateofficer, 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 the date hereof or at any time during the Non-Competition Period) (the "Businesses"), or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership capacity as principal or other entity whatsoever who is agent or may be engaged in any line of business competitive with the Businesses (a "Competitor") or (ii) solicit or refer, 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 equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with through any person, corporation, partnership, entity or employee acting as nominee or agent) conduct or engage in or be interested in or associated with any person, firm, partnership association, syndicate, partnership, company, corporation, or other entity whatsoever. Notwithstanding anything which conducts or engages in the international telecommunications business in any geographic areas in which Employer or any Subsidiary is then so engaged in business or proposes to engage in business in accordance with its then-current strategic plan, nor shall Executive interfere with, disrupt or attempt to disrupt the contrary contained hereinrelationship, if the Company terminates the Employee's employment hereunder pursuant to Section 5(a)(v) hereofcontractual or otherwise, the "Non-Competition Period" shall be defined as the period commencing between Employer or any of its Subsidiaries, on the date hereof one hand, and ending any customer, supplier, lessor, lessee or employee of the Employer or any of its Subsidiaries, on the fourth anniversary of the Effective Date. Notwithstanding anything to the contrary contained herein, (i) the foregoing provisions of this Section 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, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organizationhand; provided, however, that Employee this Section 6.1.1. shall not be otherwise connected with prohibit the Executive from owning beneficially or active in the business of record more than 5% of the issuers described in this Section 6(a)outstanding equity securities of any entity whose equity securities are registered under the Securities Act of 1933, as amended, or are listed for trading on any United States or foreign stock exchange. 6.1.2 It is the desire and (ii) Employee shall be permitted, after intent of the Employment Termination Date, to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-house products or services parties 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 the use by any unrelated third party; provided that in either case Employee complies with the provisions of sub-sections (b), (c) and (d) of this Section 6 shall be enforced to the full extent permissible under the laws and public policies applied in connection therewitheach jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section 6 shall be adjudicated to be invalid or unenforceable, this Section 6 shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of this paragraph in the particular jurisdiction in which such adjudication is made.

Non-Competition. Subject to (a) Executive acknowledges and recognizes the last sentence highly competitive nature of this Section 6(a), the Employee businesses of the Company and its affiliates and accordingly agrees that during a period commencing on the date hereof and ending 12 months after the Employment Termination Date as follows: (the "Non-Competition Period"), he i) Executive will not, except on behalf 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 ADP during Executive’s employment (collectively with the Post-Termination Period, the “Restricted Period”), accept an employment or consulting relationship (or own or have any of their respective affiliatesfinancial interest in), directly or indirectly, whether as an officer, director, stockholder, investor, partner, proprietor, business associate, employee, representative or otherwise, do with 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 the date hereof or at any time during the Non-Competition Period) (the "Businesses"), or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line the business of business competitive with providing [Command, Control, Communications, Computers, Intelligence, Surveillance and Reconnaissance (C4ISR) related products and systems and information and technical services to military, government and commercial customers within the Businesses (a "Competitor") or (ii) solicit or refer, 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 equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoeverUnited States]. Notwithstanding anything to the contrary contained hereinin this Agreement, if the Company terminates the Employee's employment hereunder pursuant to Section 5(a)(v) hereofExecutive may, the "Non-Competition Period" shall be defined directly or indirectly own, solely as the period commencing an investment, securities of any Person which are publicly traded on a national or regional stock exchange or on the date hereof and ending on the fourth anniversary of the Effective Date. Notwithstanding anything to the contrary contained herein, over-the-counter market if Executive (i) the foregoing provisions is not a controlling person of, or a member of this Section 6(aa group which controls, such person and (ii) shall not be deemed violated by the purchase and/or ownership by Employee of shares does not, directly or indirectly, own 5% or more of any class of equity securities of such Person. (b) It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Appendix B to be reasonable, if a final judicial determination is made by a court of competent jurisdiction, that the time or options, warrants or rights to acquire such securities, territory or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organization; provided, however, that Employee not be otherwise connected with or active in the business of the issuers described restriction contained in this Section 6(a)Agreement is an unenforceable restriction against Executive, and (ii) Employee shall be permitted, after the Employment Termination Date, to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-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 the use by any unrelated third party; provided that in either case Employee complies with the provisions of sub-sections (b)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 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 enforceability of any of the other restrictions contained herein. (c) and (d) The period of time during which the provisions of this Section 6 Appendix B shall be in connection therewitheffect shall be extended by the length of time during which Executive is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive relief.

Non-Competition. Subject to Except as expressly permitted herein, effective as of the last sentence of this Section 6(a), the Employee Effective Time Executive agrees that during a period commencing he shall not, until 11:59 p.m. on the date hereof and ending 12 months after second anniversary of the Employment Termination Date Effective time: (i) directly or indirectly own, engage in, manage, operate, join, control, or participate in the "Non-Competition Period")ownership, he will notmanagement, except on behalf of 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 or ADP 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 their respective affiliatesits Subsidiaries is conducting as of the date of this Agreement (a "Competing Business") in the United States; PROVIDED, HOWEVER, that the Executive may own, directly or indirectly, whether as an officer, director, stockholder, investor, partner, proprietor, business associate, employee, representative securities of any entity traded on any national securities exchange 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 listed on the date hereof or at any time during the Non-Competition Period) (the "Businesses"), or promote, market, become or acquire an interest in, or associate in National Association of Securities Dealers Automated Quotation System that is a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses (a "Competitor") or (ii) solicit or referCompeting Business if Executive does not, directly or indirectly, any clients own 10% 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 equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained 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 Section 6(a) shall not be deemed violated by the purchase and/or ownership by Employee of shares more of any class of equity securities (or options, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise or exercisable or exchangeable for 10% or more of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities securities, of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organization; provided, however, that Employee not be otherwise connected with or active in the business of the issuers described in this Section 6(a), and such entity; (ii) Employee during the term of non-competition, use Executive's access to, knowledge of, or application of Confidential Information and Trade Secrets to perform any material duty for any Competing Business; it being understood and agreed to that this clause (ii) shall be permitted, after in addition to and not be construed as a limitation upon the Employment Termination Date, to covenants in clause (Ai) provide consulting services to entities which are not Competitors and hereof; (Biii) be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-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 aid, abet, or sold by such otherwise assist in a material way any individual, business, or other organization or entity for that is a Competing Business in the use by United States; (iv) directly or indirectly request or advise any unrelated third party; provided that in either case Employee complies present or future customers or suppliers of the Company or any of its Subsidiaries to cancel any contracts with the provisions Company or any of sub-sections its Subsidiaries or curtail their dealings with the Company or any of its Subsidiaries; (b)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 cancel the furnishing of such service or resource to the Company or any of its Subsidiaries; or (cvi) and (d) directly or indirectly hire, attempt to hire, or contact or solicit with respect to hiring any then significant employee of this Section 6 in connection therewiththe Company or any of its Subsidiaries, or otherwise induce or attempt to influence any employee of the Company to terminate his or her employment.

Non-Competition. Subject to the last sentence of this Section 6(a), the Employee agrees that during a period commencing on the date hereof By and ending 12 months after the Employment Termination Date (the "Non-Competition Period"), he will not, except on behalf in consideration of the Company or 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 the date hereof or at any time during the Non-Competition Period) (the "Businesses"), or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may salary and benefits to be engaged in any line of business competitive with the Businesses (a "Competitor") or (ii) solicit or refer, 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 equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during hereunder, including the Non-Competition Period) can be performedseverance arrangements set forth herein, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything and further in consideration of the Executive’s exposure to the contrary contained herein, if proprietary information of the Company terminates the Employee's employment hereunder pursuant to Section 5(a)(v) hereofCompany, the "Non-Competition Period" shall be defined as Executive covenants and agrees that, during the period commencing on the date hereof and ending on twelve (12) months following the fourth anniversary date upon which the Executive shall cease to be an employee of the Effective Date. Notwithstanding anything to Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) (the contrary contained herein“Restricted Period”), 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 foregoing provisions of this Section 6(a) shall not be deemed violated by Business (other than for the purchase and/or ownership by Employee of shares of any class of equity securities Company or its subsidiaries (or options, warrants any other entity directly or rights to acquire indirectly controlled by such securities, entities)) or otherwise compete with the Company or its subsidiaries (or any securities convertible into other entity directly or indirectly controlled by such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organization; provided, however, that Employee not be otherwise connected with or active in the business of the issuers described in this Section 6(aentities), and (ii) Employee shall be permitted, after render any services related to the Employment Termination Date, Business to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-house products or services that may be deemed to be competitive with those offered by (other than the Company only 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 products securities are traded on any national securities exchange, (B) the Executive is not a controlling person of, or services are used exclusively by a member of a group which controls, such entity and are not (C) the Executive does not, directly or indirectly marketed indirectly, own 1% or sold by more of any class of securities of such entity for entity. Notwithstanding the use by any unrelated third party; provided that foregoing, the covenants contained in either case Employee complies with the provisions of sub-sections (b), (c) and (d) of this Section 6 6.1(a) shall not apply in connection therewiththe event of the Executive’s termination of employment upon or after the expiration of the one-year renewal term in accordance with Section 1 above.

Non-Competition. Subject to Each of the last sentence of this Section 6(a), the Employee Stockholders agrees that during a (a) for the period commencing at the Closing and expiring on the date hereof and ending 12 that is six months after the Employment Termination Date (first date on which such Stockholder’s Voting Percentage is less than 10%, neither such Stockholder nor any of its Controlled Affiliates shall directly engage in the "Nonprovision to retail mass market customers in the Territory through a terrestrial facilities-Competition Period")based network of Commercial Mobile Radio Services, he will notBroadband Internet Access Service or acting as a Multichannel Video Programming Distributor, except on behalf in each case as such term is defined by the Federal Communications Commission as of the Company 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 ADP 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 of their respective affiliatestime after the Closing, directly manufacture, market or indirectlydistribute any products or services under, whether as an officeror use in any way, director, stockholder, investor, partner, proprietor, business associate, employee, representative or otherwise, do the trademark T-MOBILE in connection with any of the following acts: activities described in clause (i) provide services which are competitive with the businesses or services of the Brokerage Services Group of ADP (as such businesses are conducted on the date hereof or at any time during the Non-Competition Perioda) (subject to the "Businesses"exceptions therein), or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses (a "Competitor") or (ii) solicit or refer, directly or indirectly, any clients or prospective clients of any services and/or products which are similar to those offered than by the Company or ADP (at any time during and its Affiliates in accordance with the Non-Competition Period) to another provider of such services, or (iii) promote, market or participate in the sale, lease or licensing of any equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained 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 terms of the Effective Date. Notwithstanding anything to the contrary contained herein, Trademark License (ieach of (a) the foregoing provisions of this Section 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, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organization; provided, however, that Employee not be otherwise connected with or active in the business of the issuers described in this Section 6(a), and (ii) Employee shall be permitted, after the Employment Termination Date, to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-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 the use by any unrelated third party; provided that in either case Employee complies with the provisions of sub-sections (b), a “Competing Business”). Each of the Stockholders further agrees that, during the applicable period set forth in clause (ca) or (b), it will not acquire an interest in (whether as a stockholder, member or partner, but in each case excluding any such interest not exceeding 10% of the voting equity of a Person engaged in a Competing Business or any such interests in a Person engaged in a Competing Business if the aggregate purchase price for all of such interests is less than $50,000,000), 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) (d) it being understood that no ownership permitted by this sentence shall be considered to be a breach of any other part of this Section 6 in connection therewith6.1). If the final judgment of a court of competent jurisdiction declares any term or provision of this Section 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 term 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. Subject 8.1 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 trade secrets, valuable confidential business and professional information, substantial relationships with prospective and existing customers and clients, and specialized training provided to the last sentence Participant and other employees of this Section 6(a), the Employee 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 a period commencing on the date hereof and ending 12 months of two (2) years after the Employment Termination Date termination thereof (the "Non-Competition “Restriction Period"), he ”): (a) The Participant will not, except on behalf not directly or indirectly engage in any business substantially similar to any line of business conducted by the Company or ADP or any of their respective affiliatesits Affiliates, directly or indirectlyincluding, whether but not limited to, where such engagement is as an officer, director, stockholderproprietor, investoremployee, partner, proprietorinvestor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), business associateconsultant, employeeadvisor, representative agent or otherwisesales representative, do 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 accept business from any customer or prospective customer of the following actsCompany or any of its Affiliates; (c) The Participant will not directly or indirectly induce any employee of the Company or any of its Affiliates to: (i1) provide services engage in any activity or conduct which are competitive is prohibited pursuant to subparagraph 8.1(a); or (2) terminate such employee’s employment with the businesses Company or services any of its Affiliates. Moreover, the Brokerage Services Group of ADP Participant will not directly or indirectly employ or offer employment (as such businesses are conducted on the date hereof or at in connection with any time during the Non-Competition Period) (the "Businesses"), or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in substantially similar to any line of business competitive with the Businesses (a "Competitor") or (ii) solicit or refer, directly or indirectly, any clients or prospective clients of any services and/or products which are similar to those offered conducted by the Company or ADP (at any time during the Non-Competition Periodof its Affiliates) to another provider of such services, or (iii) promote, market or participate in the sale, lease or licensing of any equipment or software by which services and/or products similar to those provided person who was employed by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything of its Affiliates unless such person shall have ceased to the contrary contained 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 Section 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, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organization; provided, however, that Employee not be otherwise connected with or active in the business of the issuers described in this Section 6(a), and (ii) Employee shall be permitted, after the Employment Termination Date, to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-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 any of its Affiliates for a period of at least 12 months; and (d) The Participant will not directly or indirectly marketed assist others in engaging in any of the activities, which are prohibited under subparagraphs (a) — (c) above. Notwithstanding the foregoing, if the Restriction Period set forth herein is shorter in 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 be the Restriction Period for all such prior Award Agreements and related Awards. Similarly, 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 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 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or sold by such entity for territory or any other restriction contained in this Agreement is an unenforceable restriction against the use by any unrelated third party; provided that in either case Employee complies with Participant, the provisions of sub-sections (b)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, (c) if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and (d) such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. The restrictive covenants set forth in this Section 6 8 shall be extended by any amount of time that the Participant is in connection therewithbreach of such covenants, such that the Company receives the full benefit of the time duration set forth above.

Non-Competition. Subject to Executive acknowledges and recognizes the last sentence highly competitive nature of this Section 6(a), the Employee businesses of the Company and its affiliates and accordingly agrees as follows: a. Executive agrees that during a period commencing on the term of employment and until the first anniversary of the date hereof and ending 12 months after of termination of Executive’s employment with the Employment Termination Date Company or any subsidiary of the Company, as the case may be (the "“Non-Competition Period"”), he the Executive will notnot directly or indirectly, except on behalf (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 Company time of termination of Executive’s employment (a “Competitive Business”), (ii) enter the employ of, or ADP render any services (including in an advisory capacity, consulting capacity, or otherwise) to, any of their respective affiliatesperson 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, whether as an individual, partner, shareholder, officer, director, stockholderprincipal, investoragent, partnertrustee or consultant, proprietor, or (iv) interfere with business associate, employee, representative relationships (whether formed before or otherwise, do after the date of this Agreement) between the Company or any of its Affiliates and customers, suppliers, partners, members or investors of the following acts: 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 (i) provide services is not a controlling person of, or a member of a group which are competitive with the businesses controls, such person and (ii) does not, directly or services indirectly, own 5% or more of the Brokerage Services Group any class of ADP (as securities of such businesses are conducted on the date hereof or at any time person. b. Executive further agrees that during the Non-Competition Period, Executive will not, directly or indirectly, (i) (solicit or encourage any employee of the "Businesses")Company or its Affiliates to leave the employment of the Company or its Affiliates, or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses (a "Competitor") or (ii) solicit or refer, directly or indirectly, encourage any clients or prospective clients of any services and/or products which are similar to those offered employee who was employed by the Company or ADP (at any time during its Affiliates as of the Non-Competition Period) date of Executive’s termination of employment with the Company or who left the employment of the Company or its Affiliates within one year prior to another provider or after the termination of such servicesExecutive’s employment with the Company, or (iii) promote, market solicit or participate in the sale, lease or licensing of any equipment or software by which services and/or products similar encourage to those provided by cease to work with the Company or ADP (at its Affiliates any time during consultant then under contract with the Non-Competition Period) can Company or its Affiliates. c. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 8 to be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained hereinreasonable, if a final judicial determination is made by a court of competent jurisdiction that the Company terminates the Employee's employment hereunder pursuant to Section 5(a)(v) hereoftime or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, 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 Section 6(a) Agreement shall not be rendered void but shall be deemed violated by 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 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 purchase and/or ownership by Employee of shares enforceability of any class of equity securities (or options, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organization; provided, however, that Employee not be otherwise connected with or active in the business of the issuers described in this Section 6(a), and (ii) Employee shall be permitted, after the Employment Termination Date, to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-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 the use by any unrelated third party; provided that in either case Employee complies with the provisions of sub-sections (b), (c) and (d) of this Section 6 in connection therewithrestrictions contained herein.

Non-Competition. Subject to the last sentence In consideration of this Section 6(aAgreement, 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 hereunder and for a period of twelve (12) months thereafter (the “Restricted Period”), 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 Executive shall not, except on behalf without the prior written consent of the Company or ADP or any of their respective affiliatesCompany, directly or indirectly, whether engage in or become associated with a Competitive Activity. For purposes of this Section 2(b), (i) a “Competitive Activity” means any business or 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, investorfinancial backer, agent, partner, proprietormember, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Executive acknowledges that Executive’s covenants under this Section 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 associate, employee, representative or otherwise, do any interests of the following acts: (i) provide services which are competitive with Company, and that the businesses or services enforcement of these restrictions would not prevent Executive from earning a livelihood. Notwithstanding the Brokerage Services Group of ADP (as such businesses are conducted on the date hereof or at any time foregoing, Executive may make and retain investments during the Non-Competition Restricted Period) (the "Businesses"), or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses (a "Competitor") or (ii) solicit or refer, 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 equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any personinvestment purposes only, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained 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 Section 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, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two in less than one percent (21%) or less of the outstanding shares capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such class of equity securities of any issuer whose securities are traded corporation is either listed on a national securities stock exchange or listed by NASDAQ, on the NASDAQ National Quotation Bureau Incorporated or any similar organization; provided, however, Market System if Executive is not otherwise affiliated with such corporation. Executive acknowledges that Employee not be otherwise connected with or active in the business of the issuers described in Executive’s covenants under this Section 6(a), and (ii2(b) Employee shall be permitted, after are a material inducement to the Employment Termination Date, to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-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 the use by any unrelated third party; provided that in either case Employee complies with the provisions of sub-sections (b), (c) and (d) of Company’s entering into this Section 6 in connection therewithAgreement.

Non-Competition. Subject (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 last sentence 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 its Subsidiaries; (ii) operating any business or engaging in any activity conducted by the New York Branch of this NAB during the five years preceding the date hereof; (iii) owning, managing 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 6(a(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 clients or other third party beneficiaries; (vii) engaging in any investment management or asset management activity or in any activity related to the provision of asset management or investment management services, including those activities and services involving the use of mutual funds or private funds; (viii) providing any products and services as part of the conduct of MLC Limited and its Subsidiaries substantially as comparable businesses are conducted in the United 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 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 case of either (A) or (B), no more than 50% of the Employee agrees total consolidated revenues (including 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 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 during own, manage or operate, or that participate in the ownership, management or operation of, a period commencing on Competing Business; or (xii) acting in the ordinary course of 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. (c) From the date hereof and ending 12 months after this Agreement becomes effective until the Employment Termination Date two-year anniversary of the earlier of (1) the "Non-Competition Period")Control Date and (2) the one year anniversary of the Less than Majority Holder Date, he will NAB shall not, except on behalf and shall cause its Subsidiaries not to, directly or indirectly solicit for employment or any similar arrangement or hire any officer or employee of the Company or 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 the date hereof or at any time during the Non-Competition Period) (the "Businesses"), or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses (a "Competitor") or (ii) solicit or refer, 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 equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained 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 Section 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, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organizationits Subsidiaries; provided, however, that Employee this Section 6.8(c) shall not be otherwise connected with apply to (i) any Person no longer employed by the Company or active in the business any of its Subsidiaries, (ii) any general solicitations for employment through advertisements or other means not targeted at officers or employees of the issuers described in this Section 6(aCompany or any of its Subsidiaries (and the hiring of any Persons identified by such general solicitations), and (iiiii) Employee shall be permitted, after the Employment Termination Date, to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) any Person who independently approaches NAB or any of its Subsidiaries where neither NAB nor any of its Subsidiaries had solicited such Person for employment or any similar arrangement in any manner prohibited by any person, firm, corporation, partnership or other entity to provide for such entity in-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 the use by any unrelated third party; provided that in either case Employee complies with the provisions of sub-sections (bthis Section 6.8(c), (c) and . (d) NAB agrees that (i) if any restraint set forth in this Section 6.8 is unenforceable, illegal or void, that restraint is severed and the other restraints remain in force, (ii) 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 was reduced, the restraints will apply with the modifications necessary to 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 construed as preventing the Company from pursuing any and all remedies available to it for the breach or threatened breach of this Section 6 in connection therewith6.8, including recovery of money damages or temporary or permanent injunctive relief.

Non-Competition. Subject (i) In order to protect 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 legitimate business interest of the Company Buyer Group and its Affiliates, and in consideration for the good and valuable consideration directly or ADP or any of their respective affiliatesindirectly offered to each Seller and Seller Owner, during the Restricted Period, each Seller (other than Vulcan and the Trident Sellers) and Seller Owner shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other Person, whether as an officeragent, director, stockholder, investoremployee, partner, proprietorjoint venturer, business associate, employee, representative investor or otherwise, do engage in any of the following acts: (i) provide services which are competitive with the businesses or services of the Brokerage Services Group of ADP Competitive Activity (as such businesses are conducted on the date hereof or at any time during the Non-Competition Period) (the "Businesses"defined below), or promote, market, become or acquire an own any interest in, or associate in (other than through the passive ownership of less than 2% of the outstanding shares of any class of capital stock of a business relationship with, corporation which is publicly traded on a national securities exchange) any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged Competitive Enterprise (as defined below) anywhere in any line of business competitive with the Businesses (a "Competitor") or world. (ii) solicit For purposes of this Section 6.18, “Competitive Activity” shall mean the Seller or referthe Seller Owner, directly or indirectly, for himself or for any clients other person, (A) accepting investment capital from any source for purposes of managing such capital in accordance with investment strategies, trading strategies or prospective clients of any services and/or products which are other business activities identical or similar to any of those offered engaged in by the Company Buyer Group and its Affiliates (other than in such Seller’s or ADP 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 each case consistent with the investment strategies managed by the Buyer Group or its Affiliates as of the date of this Agreement, (at any time during the Non-Competition PeriodB) to another provider of such servicesproviding services (whether as an employee, officer, director, member, consultant, or otherwise) or owning an equity interest in any Competitive Enterprise (iii) promote, market or participate in defined below); provided that the sale, lease or licensing of any equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained 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 Section 6(a) shall not be deemed violated by the purchase and/or passive ownership by Employee a Seller or Seller Owner of shares of any class of equity securities (or options, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) not more than two percent (2%) or less of the outstanding shares of any such class of equity securities capital stock of any issuer whose securities are a corporation which is publicly traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organization; provided, however, that Employee will not be deemed to be a Competitive Activity, so long as such Seller or Seller Owner is not otherwise connected with or active participating in the business of the issuers described in this Section 6(a), and such corporation and/or (iiC) Employee shall be permitted, after the Employment Termination Date, to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-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 indirectly, in any capacity, interfering, or sold by such entity for the use by any unrelated third party; provided that in either case Employee complies attempting to interfere, with the provisions of sub-sections (b), (c) relationship between a Buyer Group Investor and (d) of this Section 6 in connection therewiththe Buyer Group or its Affiliates.

Non-Competition. Subject to During the last sentence Employment Period and after termination of this Section 6(a)Executive’s employment hereunder, whether or not such termination is without Cause or for Good Reason, Executive shall not be involved in the Employee agrees that during a Restricted Business Activities, as defined below, for the period commencing on the date hereof and ending 12 twelve (12) months after the Employment Termination Date date of termination of Executive’s employment (the "“Non-Competition compete Period"), he will not, except on behalf of ”) provided that the Company has not otherwise breached its obligations under the Agreement. As used in this Agreement, the term “Restricted Business Activities” shall mean any business which markets and sells to customers of a class or ADP category to which FGX Holdings or any of their respective affiliatesits 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, whether either as an individual, partner, joint venturer, employee or agent for any person, company, corporation or association, or as an officer, director, stockholder, investor, partner, proprietor, business associate, employee, representative director or stockholder of a corporation or otherwise, do any enter into or engage in or have a proprietary interest in the Restricted Business Activities other than the ownership of (a) the stock of the following acts: Company then held by Executive, and (ib) provide services which are competitive with the businesses or services no more than five percent (5%) of the Brokerage Services Group securities of ADP (any other publicly-held company. Notwithstanding the foregoing, for so long as such businesses are conducted a majority of the issued and outstanding capital stock of the Company is owned directly or indirectly by Berggruen Holdings, Limited or one or more of its affiliates or a representative of Berggruen Holdings, Limited or one or more of its affiliates is on the date hereof Board (or at any time during entity owning a majority of the issued and outstanding shares of the Company, whether directly or indirectly), the Company shall have the right to extend the Non-Competition Periodcompete Period for an additional six (6) months for a total of eighteen (18) months (the "Businesses"), “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 promote, market, become or acquire an interest in, or associate in a business relationship withany of its subsidiaries that would be difficult to quantify and for which money damages would be inadequate, any other personparty included in the definition of FGX Holdings or any of its subsidiaries shall have the right to injunctive relief to prevent or restrain any such violation, corporation, firm, partnership or other entity whatsoever who is or may without the necessity of posting a bond. The Non-compete Period will be engaged in any line of business competitive with extended by the Businesses (a "Competitor") or (ii) solicit or refer, directly or indirectly, any clients or prospective clients duration of any services and/or products 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 geographical scope of such obligations is unreasonable in light of the circumstances as they then exist, then it is the intention of both Executive and the Company that Executive’s obligations under this Section 9 shall be construed by the court in such a manner as to impose only those restrictions on the conduct of Executive which are similar reasonable in light of the circumstances as they then exist and necessary to those offered by assure 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 equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained 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 intended benefit of Executive’s obligations under this Section 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, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organization; provided, however, that Employee not be otherwise connected with or active in the business of the issuers described in this Section 6(a), and (ii) Employee shall be permitted, after the Employment Termination Date, to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-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 the use by any unrelated third party; provided that in either case Employee complies with the provisions of sub-sections (b), (c) and (d) of this Section 6 in connection therewith9.

Non-Competition. Subject to (i) During the last sentence term of this Section 6(athe Grantee’s service with the Company or any of its Subsidiaries or Divisions and for a period of twenty four (24) months following the Grantee’s termination of service with the Company or its Subsidiaries or Divisions for any reason (the “Restricted Period”), 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 Grantee will not, except on behalf of the Company or ADP or any of their respective affiliates, directly or indirectly, (A) engage, participate or assist in any Competing Business (as hereinafter defined), (B) enter the employ of, or render any services to, any person engaged in any Competing Business, (C) acquire a financial interest in, or otherwise become actively involved with, any person engaged in any Competing Business, whether as an individual, partner, shareholder, officer, director, stockholderprincipal, investoragent, partnertrustee or consultant, proprietor, or (D) interfere with the business associate, employee, representative relationships (whether formed before or otherwise, do after the date of this Agreement) between the Company or any of the following acts: (i) provide services which are competitive with the businesses its Subsidiaries or services Divisions and any of the Brokerage Services Group of ADP (as such businesses are conducted on the date hereof its or at any time during the Non-Competition Period) (the "Businesses")their customers, or promotesuppliers, marketdistributors, become or acquire an interest inadvisors, or associate in a business relationship with, any other person, corporation, firm, partnership employees or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses (a "Competitor") or relations. (ii) solicit or refer, 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 equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained herein, if the Company terminates the Employee's employment hereunder pursuant to Section 5(a)(v) hereofin this Agreement, the "Non-Competition Period" shall be defined Grantee may, directly or indirectly, own, solely as the period commencing on the date hereof and ending on the fourth anniversary a passive investment, up to 1% of the Effective Date. Notwithstanding anything to the contrary contained herein, (i) the foregoing provisions of this Section 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, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose person engaged in a Competing Business provided such securities are publicly traded on a national securities or regional stock exchange or listed by NASDAQon the over-the-counter market. (iii) For purposes of this Agreement, the National Quotation Bureau Incorporated or term “Competing Business” shall mean any similar organization; provided, however, that Employee not be otherwise connected with or active business entity anywhere in the business 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 one or more of the issuers described 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 this Section 6(a)HVAC applications; various agricultural purposes and dewatering purposes; and sprinkler back-up systems, fire hydrants, stand pipes, fog systems and (ii) Employee shall be permitteddeluge systems at hotels, after banks, factories, airports, schools, public buildings and other such facilities throughout the Employment Termination Date, to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-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 the use by any unrelated third party; provided that in either case Employee complies with the provisions of sub-sections (b), (c) and (d) of this Section 6 in connection therewithworld.

Non-Competition. Subject to At all times while the last sentence Executive is employed by the Company and for a twelve (12) month period after the termination of this Section 6(a)the Executive's employment with the Company for any reason, 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 Executive shall not, except on behalf of the Company or ADP or any of their respective affiliates, directly or indirectly, engage in or have any interest in any sole proprietorship, partnership, corporation or business or any other person or entity (whether as an employee, officer, director, stockholder, investor, partner, proprietoragent, business associatesecurity holder, employeecreditor, representative 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, do 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. For these purposes, "Competitive Business" shall mean the 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 actsclasses 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: (i1) provide services which are competitive with the businesses or services of the Brokerage Services Group of ADP (as such businesses are conducted on the date hereof or at any time during the Non-Competition Period) (the "Businesses"), or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses (a "Competitor") or (ii) solicit or refer, 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 equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained 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 Section 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, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent mass merchandisers; (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organizationdollar stores; provided, however, that Employee not be otherwise connected with or active in the business of the issuers described in this Section 6(a), (3) groceries; (4) grocery wholesalers; (5) candy and tobacco jobbers; (6) gift baskets; (7) specialty food distributors; (8) food distributors; (9) vending operators; and (ii) Employee shall be permitted, after the Employment Termination Date, to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-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 the use by any unrelated third party; provided that in either case Employee complies with the provisions of sub-sections (b10), (c) and (d) of this Section 6 in connection therewith.

Non-Competition. Subject 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 last sentence 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 this Section 6(a)the Employee’s employment 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 a period of 12 months immediately thereafter, 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 Employee will not, except on behalf of the Company or ADP or any of their respective affiliates, directly or indirectly, other than through the Company, engage or participate (or prepare to engage or participate), in any manner, whether as directly or indirectly through an employee, employer, consultant, agent, principal, partner, more than 1% shareholder, officer, director, stockholderlicensor, investorlender, partnerlessor or in any other individual or representative capacity, proprietorin any business or activity which is in competition with the business of the Company Group in the leasing, business associateacquiring, employeeexploring or producing hydrocarbons and related products within the boundaries of, representative or otherwisewithin a ten-mile radius of the boundaries of, do any mineral property interest of any member of the Company Group (including, without limitation, a mineral lease, overriding royalty interest, production payment, net profits interest, mineral fee interest or option or right to acquire any of the following acts: (i) provide services which are competitive with the businesses foregoing, or services an area of mutual interest as designated pursuant to contractual agreements between any member of the Brokerage Services Company Group of ADP (as such businesses are conducted on the date hereof or at and any time during the Non-Competition Period) (the "Businesses"third party), or promote, market, become or acquire an interest in, or associate in a business relationship with, any other personproperty on which any of the Company Group has an option, corporationright, firmlicense or authority to conduct or direct exploratory activities, partnership such as three-dimensional seismic acquisition or other seismic, geophysical and geochemical activities (but not including any preliminary geological mapping), provided that the foregoing will not restrict the Employee from obtaining post-termination employment with an entity whatsoever who is or may be engaged that only has de minimis operations in any line the restricted territory (as determined by the Board in good faith); provided that, this Section 7.4 will not preclude the Employee from making passive investments in securities of business competitive with the Businesses (a "Competitor") or (ii) solicit or refer, directly or indirectly, any clients or prospective clients of any services and/or products oil and gas companies 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 equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained hereinregistered on a national stock exchange, 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 Section 6(a) shall not be deemed violated aggregate amount owned by the purchase and/or ownership by Employee and Employee’s spouse and children, if any, does not exceed 1% of shares of any class of equity securities (or options, warrants or rights to acquire such company’s outstanding securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organization; provided, however, that Employee not be otherwise connected with or active in the business of the issuers described in this Section 6(a), and (ii) Employee shall be permitted, after the Employment Termination Date, to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for aggregate amount invested in such entity in-house products or services that may be deemed to be competitive with those offered investments by the Company only if such products or services are used exclusively by such entity Employee and are Employee’s spouse and children does not directly or indirectly marketed or sold by such entity for the use by any unrelated third party; provided that in either case Employee complies with the provisions of sub-sections (b), (c) and (d) of this Section 6 in connection therewithexceed $1,000,000.

Non-Competition. Subject (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 last sentence of this Section 6(a), the Employee Company. (b) The Executive agrees that during for so long as he is employed by the Company and for a period commencing on of one year following the date hereof and ending 12 months after the Employment Date of Termination Date (the "Non-Competition “Noncompetition Period"), ”) he will shall not, except on behalf without the express consent of the Company or ADP or Board, in any of their respective affiliatesmanner, directly or indirectly, whether through any person, firm, corporation or enterprise, alone or as a member of a partnership or as an officer, director, stockholder, investorinvestor or employee of or advisor or consultant to any person, partnerfirm, proprietor, business associate, employee, representative corporation or enterprise or otherwise, do any of the following acts: (i) provide services which are competitive with the businesses engage or services of the Brokerage Services Group of ADP (as such businesses are conducted on the date hereof or at any time during the Non-Competition Period) (the "Businesses")be engaged, or promote, market, become or acquire an interest in, or associate in a business relationship with, assist any other person, corporation, firm, partnership corporation or other entity whatsoever who is enterprise in engaging or may be engaged being engaged, in any line business being conducted by the Company or any of business competitive with its subsidiaries or affiliates as of the Businesses Date of Termination in any geographic area in which the Company or any of its subsidiaries or affiliates is then conducting such business. (c) Nothing in this Section 7 shall prohibit the Executive from being (i) a "Competitor") stockholder in a mutual fund or a diversified investment company or (ii) solicit or refer, directly or indirectly, any clients or prospective clients a passive owner of not more than two percent of the outstanding publicly-traded common stock of any services and/or products which are similar to those offered by corporation so long as the Company or ADP Executive has no active participation in the business of such corporation. (d) If, at any time during of enforcement of this Section 7, a court or an arbitrator holds that the Non-Competition Period) to another provider of such services, or (iii) promote, market or participate in the sale, lease or licensing of any equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained herein, if the Company terminates the Employee's employment hereunder pursuant to Section 5(a)(v) hereofrestrictions stated herein are unreasonable under circumstances then existing, the "Non-Competition Period" parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be defined as substituted for the period commencing on stated period, scope or area and that the date hereof court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and ending on area permitted by law. (e) In the fourth anniversary event that any provision of the Effective Date. Notwithstanding anything to the contrary contained hereinthis Section 7 is not performed in accordance with its terms or is otherwise breached, (i) the foregoing provisions of this Section 6(a) Company’s obligations under Sections 6 and 9 hereof shall not be deemed violated by the purchase and/or ownership by Employee of shares of any class of equity securities (or options, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organization; provided, however, that Employee not be otherwise connected with or active in the business of the issuers described in this Section 6(a)thereupon cease, and (ii) Employee the Executive shall immediately repay to the Company all amounts theretofore paid to, and the value of all 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 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 permittedentitled, after the Employment Termination Datein addition to other rights and remedies existing in their favor, to an injunction or injunctions to prevent any breach or threatened breach of any of such provisions and to enforce such provisions specifically (A) provide consulting services to entities which are not Competitors and (B) be employed on without posting a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership bond or other entity security). The Executive agrees that the Executive will submit to provide for such entity in-house products or services that may be deemed to be competitive with those offered the personal jurisdiction of the courts of the State of Michigan in any action by the Company only if such products to obtain injunctive or services are used exclusively other relief contemplated by such entity and are not directly or indirectly marketed or sold by such entity for the use by any unrelated third party; provided that in either case Employee complies with the provisions of sub-sections (b), (c) and (d) of this Section 6 in connection therewith7.

Non-Competition. Subject to (a) The Optionee acknowledges and recognizes the last sentence highly competitive nature of this Section 6(a), the Employee business of the Company and its Affiliates and accordingly agrees that during the term of the Optionee’s employment and for a period commencing on the date hereof and ending 12 months of two years after the Employment Termination Date termination thereof: (the "Non-Competition Period"), he i) The Optionee will not, except on behalf not directly or indirectly engage in any business which is in competition with any line of business conducted by the Company or ADP or any of their respective affiliatesits Affiliates, directly or indirectlyincluding, whether but not limited to, where such engagement is as an officer, director, stockholderproprietor, investoremployee, partner, proprietorinvestor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), business associateconsultant, employeeadvisor, representative agent or otherwisesales representative, do in any geographic region in which the Company or any of its Affiliates conducted any such competing line of business; (ii) The Optionee will not perform or solicit the following acts: (i) provide performance of services which are competitive with the businesses for any customer or services client of the Brokerage Services Group Company or any of ADP its Affiliates; (as such businesses are conducted on iii) The Optionee will not directly or indirectly induce any employee of the date hereof Company or at any time during the Non-Competition Periodof its Affiliates to (1) (the "Businesses"engage in any activity or conduct which is prohibited pursuant to this subparagraph 9(a), or promote(2) terminate such employee’s employment with the Company or any of its Affiliates. Moreover, market, become the Optionee will not directly or acquire an interest in, indirectly employ or associate offer employment (in a connection with any business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who which is or may be engaged in competition with any line of business competitive with the Businesses (a "Competitor") or (ii) solicit or refer, directly or indirectly, any clients or prospective clients of any services and/or products which are similar to those offered conducted by the Company or ADP (at any time during the Non-Competition Periodof its Affiliates) to another provider of such services, or (iii) promote, market or participate in the sale, lease or licensing of any equipment or software by which services and/or products similar to those provided person who was employed by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything of its Affiliates unless such person shall have ceased to the contrary contained 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 Section 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, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organization; provided, however, that Employee not be otherwise connected with or active in the business of the issuers described in this Section 6(a), and (ii) Employee shall be permitted, after the Employment Termination Date, to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-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 any of its Affiliates for a period of at least 12 months; and (iv) The Optionee will not directly or indirectly marketed assist others in engaging in any of the activities, which are prohibited under subparagraphs (i) - (iii) above. (b) It is expressly understood and agreed that although the Optionee and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or sold by such entity for territory or any other restriction contained in this Agreement is an unenforceable restriction against the use by any unrelated third party; provided that in either case Employee complies with Optionee, the provisions of sub-sections (b)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, (c) if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and (d) such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of this Section 6 in connection therewithany of the other restrictions contained herein.

Non-Competition. Subject to During the last sentence Employment Period, and following termination of this Section 6(athe Executive’s employment with the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Employee agrees 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 during a period commencing on the date hereof and ending 12 months after the Employment Termination Date (the "Non-Competition Period")is, he will notor intends to be, except on behalf engaged in any business which is in competition with any business of the Company or ADP 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 (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person . For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, stockholder, investoremployee, partner, sole proprietor, business associatetrustee, employeebeneficiary, representative agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or otherwise, do any owner (other than by ownership of less than five percent of the following acts: (i) provide services which are competitive with the businesses or services stock of the Brokerage Services Group of ADP (as such businesses are conducted on the date hereof or at any time during the Nona publicly-Competition Period) (the "Businesses"), or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who held corporation whose stock is or may be engaged in any line of business competitive with the Businesses (a "Competitor") or (ii) solicit or refer, 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 equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained 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 Section 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, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organization; provided, however, that Employee not be otherwise connected with or active in the business of the issuers described in this Section 6(aan over-the-counter market), and (ii) Employee shall be permitted, after the Employment Termination Date, to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-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 the use by any unrelated third party; provided that in either case Employee complies with the provisions of sub-sections (b), (c) and (d) of this Section 6 in connection therewith.

Non-Competition. Subject to Each of the last sentence 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 this Section 6(a), the Employee oil and gas industry for acquisition opportunities. Each of the Members agrees that during the period that it is a period commencing on the date hereof and ending 12 months after the Employment Termination Date (the "Non-Competition Period")Member, he will it shall not, except on behalf of the Company or ADP or any of their respective affiliates, directly or indirectly, whether use any of the confidential information it receives as a Member or which its designee receives as a Director of the Company or as an officerIDM Observer to compete with, directoror engage in or become interested financially in as a principal, stockholder, investoremployee, partner, proprietorshareholder, business associateagent, employeemanager, representative or otherwiseowner, do advisor, lender, guarantor of 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 the date hereof or at any time during the Non-Competition Period) (the "Businesses"), or promote, market, become or acquire an interest in, or associate Person that competes in a business relationship North America with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of the business competitive with the Businesses (a "Competitor") or (ii) solicit or refer, directly or indirectly, any clients or prospective clients of any services and/or products which are similar to those offered conducted 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 equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained 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 Section 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, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organizationits Subsidiaries; provided, however, that Employee when a Member engages in such activities, there shall be no presumption of misuse of such confidential information solely because a Representative or Director designee of such Member or IDM 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 (“▇▇▇▇▇ ▇▇▇▇▇▇▇▇”) 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 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 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 such activities or business; and (iii) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, EMG, Oxy and their respective Affiliates (A) shall not be otherwise connected with prohibited, by virtue of its status as a Member or active its designation of a Director or an observer, from pursuing or engaging in such Institutional Investments described in clause (i) above or activities or interests described in clause (ii) above, as applicable; (B) shall not be obligated, or have a duty, to inform or present to the business Company or any of its Subsidiaries, of any opportunity, relationship or investment (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 to have breached this Section 11.1 or any duty (if any), whether express or implied by law, to, the Company or its Affiliates or any other Member by reason of such Member’s (or any of its Representative’s or equity holder’s) involvement in such activities or interests; provided, that in all cases, such Institutional Investments are not in violation of the issuers described provisions of Section 10.4 or the second sentence of this Section 11.1. Each of the Members confirms that the restrictions in this Section 6(a), 11.1 are reasonable and (ii) Employee shall be permitted, after valid and all defenses to the Employment Termination Date, to (A) provide consulting services to entities which strict enforcement thereof are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) hereby waived by any person, firm, corporation, partnership or other entity to provide for such entity in-house products or services that may be deemed to be competitive with those offered by each of 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 the use by any unrelated third party; provided that in either case Employee complies with the provisions of sub-sections (b), (c) and (d) of this Section 6 in connection therewithMembers.

Non-Competition. Subject 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 status as an Investor in the Company pursuant to the last sentence Investment Agreement and as a stockholder of the Company, the Employee hereby agrees that, during any period during which the Employee is employed by the Company, the period of one year following the date of the Employee's Termination upon Retirement, and/or any period during which the Employee is receiving any compensation pursuant to this Agreement, including, without limitation, compensation pursuant to Section 5(a) and 5(b) hereof during the Initial Severance Period, 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) (by the Company for Cause) or Section 4(e) (by the Employee without Good Reason) hereof, 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 period in which the Employee is in breach of any obligations under this Section 6(a8 (all of which applicable periods, including any such extension, the "Restricted Period"), the Employee agrees that during shall not ---------- ------ engage, directly or indirectly (except as a period commencing on the date hereof and ending 12 months after the Employment Termination Date (the "Non-Competition Period")stockholder, he will notdirector, except on behalf 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, or ADP representative, or in any other capacity: (A) in the 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 (C) in any other business which the Company 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 the date hereof or its Subsidiaries may conduct at any time during the Non-Competition Period) (period of the "Businesses")Employee's employment hereunder, or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses (a "Competitor") or (ii) solicit or refer, directly or indirectly, any clients or prospective clients of any services and/or products which are similar to those offered by anywhere that the Company or ADP (any its Subsidiaries may conduct such business at any time during the Non-Competition Period) to another provider term of such services, or (iii) promote, market or participate in the sale, lease or licensing of any equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Nonnon-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained 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 Section 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, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organization; provided, however, that Employee not be otherwise connected with or active in the business of the issuers described in this Section 6(a), and (ii) Employee shall be permitted, after the Employment Termination Date, to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-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 the use by any unrelated third party; provided that in either case Employee complies with the provisions of sub-sections (b), (c) and (d) of this Section 6 in connection therewithcompetition obligations.

Non-Competition. Subject The Executive hereby agrees that, in the event of a termination of the Executive’s employment prior to the last sentence occurrence of this Section 6(a)a Change in Control, 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 Executive shall not, except on behalf of the Company or 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 the date hereof or at any time during the Non-Competition Period) 6 month period beginning on the Date of Termination (the "Businesses"“Restricted Period”), directly or promoteindirectly engage in, market, become or acquire an have any equity interest in, or associate in a business relationship withmanage or operate any Person, any other personfirm, corporation, firmpartnership, partnership business or other entity whatsoever who is (whether as director, officer, employee, agent, representative, partner, security holder, consultant or may be engaged otherwise) that engages in, in the Restricted Area (either directly or through any line of subsidiary or Affiliate thereof), any business competitive with or activity (i) in the Businesses (a "Competitor") or Business, (ii) solicit that otherwise competes with the business of the Company or refer, directly or indirectly, any clients or prospective clients of any services and/or products which are similar to those offered entity owned by the Company or ADP (iii) with respect to which the Company or any entity owned by the Company has taken Active Steps at any time during the Non-Competition Periodtwelve (12) month period immediately before the Date of Termination (any such business or activity, a “Restricted Business”). Notwithstanding the foregoing, the Executive shall be permitted to another provider acquire a passive stock or equity interest in a Restricted Business; provided that such stock or other equity interest acquired is not more than five percent (5%) of the outstanding interest in such servicesRestricted Business. For purposes of this Agreement, “Restricted Area” means (i) the United States, Canada or any territory of either of the foregoing, (ii) any other location where the Company or any of its direct or indirect subsidiaries engages in business or (iii) promote, market or participate in the sale, lease or licensing of any equipment or software by which services and/or products similar to those provided by other location where the Company or ADP (any of its direct or indirect subsidiaries has taken Active Steps at any time during the Non-Competition Periodtwelve (12) can be performedmonth period immediately before the Date of Termination. For purposes of this Agreement, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained herein, if the Company terminates the Employee's employment hereunder pursuant to Section 5(a)(v) hereof, the "Non-Competition Period" “Business” 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, mean (i) the foregoing provisions of this Section 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, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organization; provided, however, that Employee not be otherwise connected with or active in 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 issuers described in this Section 6(a), actions and transactions related or ancillary thereto and (ii) Employee shall be permitted, after such other lines of business in which the Employment Termination Date, to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by Company or any person, firm, corporation, partnership or other entity to provide for such entity in-house products or services that may be deemed to be competitive with those offered owned 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 materially engaged on the use by any unrelated third party; provided that in either case Employee complies with date of the provisions Executive’s Date of sub-sections (b), (c) and (d) of this Section 6 in connection therewithTermination.

Non-Competition. Subject In connection with the acquisition of the Company by Parent pursuant to the last sentence terms of this Section 6(a)the Merger Agreement, the Employee Covenantee hereby 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 or 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 the date hereof or at any time during the Non-Competition Period) (the "Businesses"), or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses (a "Competitor") or (ii) solicit or refer, 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 equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained 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 second anniversary of the Effective Date. Notwithstanding anything to date on which the contrary contained hereinCovenantee's employment with the Parent and its subsidiaries and affiliates terminates for any reason (the "Non-Compete Period"), he will not, without the express written consent of the Parent, directly or indirectly, 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 financing to, or assist (i) whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity), any business, organization or person other than the foregoing provisions of this Section 6(a) shall not be deemed violated by the purchase and/or ownership by Employee of shares of any class of equity securities Parent (or options, warrants any subsidiary or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less affiliate of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organization; provided, however, that Employee not be otherwise connected with or active in the business of the issuers described in this Section 6(aParent), and (ii) Employee shall be permittedwhose business, after the Employment Termination Dateactivities, to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-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 directly competitive with any of the business, activities, products or services conducted by such entity the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are not directly or indirectly marketed or sold by such entity for in the use by any unrelated third partyParent'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 either case Employee complies with the provisions Parent's Field of sub-sections (b), (c) and (d) Interest so long as the Covenantee is not involved in such ancillary business. For purposes of this Section 6 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 in connection therewiththis Section 2(a) to the contrary, 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 make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than five percent (5%) of the equity of such enterprise.

Non-Competition. 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 WHL shall not, except on behalf and shall not permit any of the Company or ADP its subsidiaries, for so long as it or any of their respective affiliatesits subsidiaries is the Advisor (as defined in the Advisory Agreement, dated July 1, 1996, as amended, between the Company and the Advisor) and the Manager (as defined in the Management Agreements, dated July 1, 1996, as amended, between the Company, the Manager and the Centers) of the Centers, directly or indirectly, whether to acquire any ownership interest in shopping center properties or power centers in the United States (a "Competitive Business") or own an interest in, as a partner, member, stockholder, co-venturer or otherwise, any corporation, company, partnership, firm, association, enterprise or other entity that owns any ownership interest in a Competitive Business, PROVIDED that nothing contained in this Section 4 shall prohibit or restrain WHL or any of its subsidiaries or Affiliates from (a) owning the interests it currently holds in Garden State Plaza, (b) acquiring shares of capital stock or other equity interests in any entity where such shares or interests represent a minority interest of 5% or less of such 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, stockholdermanager or advisor to such entity, investor, partner, proprietor, business associate, employee, representative or otherwise, do any (c) acquiring indebtedness 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 the date hereof or at any time during the Non-Competition Period) (the "Businesses"), or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses (a "Competitor") or (ii) solicit or refer, 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 equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation(d) acquiring by asset purchase, firmstock purchase, partnership merger, consolidation or other entity whatsoever. Notwithstanding anything to the contrary contained 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 Section 6(a) shall not be deemed violated by the purchase and/or ownership by Employee of shares otherwise of any class of equity securities (or options, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organization; provided, however, that Employee not be otherwise connected with or active in the business of the issuers described in this Section 6(a), and (ii) Employee shall be permitted, after the Employment Termination Date, to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other business entity partially engaged in the Competitive Business, PROVIDED that such activities relating to provide for the Competitive Business do not exceed 5% of the revenues or net equity of such entity in-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 disposes of such Competitive Business within one year of such acquisition, or indirectly marketed (e) acquiring any interest in airport projects or sold by such entity for the use by any unrelated third party; provided that in either case Employee complies with the provisions of sub-sections (b), (c) and (d) of this Section 6 in connection therewithretail portions thereof.

Non-Competition. Subject to Without the last sentence consent in writing of this Section 6(a)the Board, 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 Executive will not, except at any time during the Term and for a period of two years following termination of Executive's employment for any reason, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, or director) in any business in which he has been directly engaged on behalf of the Company or ADP any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in any geographic area in which such business was conducted or planned to be conducted; (ii) induce any customers of the Company or any of their respective affiliatesits affiliates with whom Executive has had contacts or relationships, directly or indirectly, whether 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 attempt to influence, any employee of the Company or any of its affiliates to terminate employment; or (iv) solicit, hire or retain as an officeremployee or independent contractor, directoror assist any third party in the solicitation, stockholderhire, investoror retention as an employee or independent contractor, partner, proprietor, business associate, employee, representative or otherwise, do any person who during the previous 12 months was an employee of the following acts: Company or any affiliate; PROVIDED, HOWEVER, that the limitation contained in clause (i) provide services which are competitive with the businesses or services above shall not apply if Executive's employment is terminated as a result of the Brokerage Services Group of ADP (as such businesses are conducted on the date hereof or at any time during the Non-Competition Period) (the "Businesses"), or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses (a "Competitor") or (ii) solicit or refer, directly or indirectly, any clients or prospective clients of any services and/or products which are similar to those offered termination by the Company without Cause within two years following a Change in Control or ADP 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 Company are not restricted by this covenant. The provisions of subparagraphs (at any time during the Non-Competition Period) to another provider of such servicesi), or (ii), (iii), and (iv) promote, market or participate in the sale, lease or licensing above are separate and distinct commitments independent of any equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained 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 each of the Effective Dateother subparagraphs. Notwithstanding anything to It is agreed that the contrary contained herein, (i) the foregoing provisions ownership of this Section 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, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two more than one percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose company having securities are traded listed on a national securities an exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organization; provided, however, that Employee not be otherwise connected with or active regularly traded in the business over-the-counter market shall not, of the issuers described in this Section 6(a)itself, and (ii) Employee shall be permitted, after the Employment Termination Date, to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-house products or services that may be deemed to be competitive inconsistent 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 the use by any unrelated third party; provided that in either case Employee complies with the provisions of sub-sections clause (b), (c) and (di) of this Section 6 in connection therewith10(a).

Non-Competition. Subject to (a) Other than in connection with the last sentence performance of this Section 6(a)Seller’s obligations under the Ancillary Agreements, during the Employee agrees period that during a period commencing commences on the Closing Date and ends on the earlier of (i) the [***] anniversary of the Closing Date and (ii) the [***] anniversary of the date hereof and ending 12 months after on which the Employment Termination Date (the "Non-Competition Period")first New Drug Application is approved with respect to a Product, he will Seller shall not, except on behalf and shall not permit any of its affiliates (including the Company Company) to, directly or ADP 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 their respective affiliatesits affiliates may own, directly or indirectly, whether as an officer, director, stockholder, investor, partner, proprietor, business associate, employee, representative or otherwise, do securities of any of person engaged in the following acts: Restricted Business if (i) provide services which are competitive with Seller or its affiliate is not a controlling person of, or a member of a group (within the businesses or services meaning of Section 13(d)(3) of the Brokerage Services Group Securities Exchange Act of ADP (as 1934) which controls such businesses are conducted on the date hereof or at any time during the Non-Competition Period) (the "Businesses"), or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses (a "Competitor") or person and (ii) solicit or referSeller and its affiliates collectively do not, directly or indirectly, any clients or prospective clients own more than five percent (5%) 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 class of securities of such services, or person. (iiib) promote, market or participate in the sale, lease or licensing of any equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained 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 During the period commencing that commences on the date hereof Closing Date and ending ends on the fourth anniversary earlier of the Effective Date. Notwithstanding anything to the contrary contained herein, (i) the foregoing provisions 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 permit the Company or any of its Affiliated Payment Obligors 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 [***] = Portions of this 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) and 230.406. 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, Purchaser may own, directly or indirectly, securities of any person engaged in the Restricted Business if (i) Purchaser or its affiliate is not a controlling person of, or a member of a group (within the meaning of Section 6(a13(d)(3) shall not be deemed violated by of the purchase and/or ownership by Employee Securities Exchange Act of shares 1934) which controls such person and (ii) Purchaser and its affiliates collectively do not, directly or indirectly, own more than five percent (5%) of any class of equity securities (or options, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organization; provided, however, that Employee not be otherwise connected with or active in the business of the issuers described in this Section 6(a), and (ii) Employee shall be permitted, after the Employment Termination Date, to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any such person, firm, corporation, partnership or other entity to provide for such entity in-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 the use by any unrelated third party; provided that in either case Employee complies with the provisions of sub-sections (b), (c) and (d) of this Section 6 in connection therewith.

Non-Competition. Subject to the last sentence of this Section 6(a), the Employee agrees that during (a) For a period commencing on the date hereof and ending 12 months four years after the Employment Termination Date Closing (the "Non-Competition Restricted Period"), he will notno Stockholder (other than Advance Capital Partners, except 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 or ADP or any of their respective affiliatessubsidiaries), directly or indirectly, whether as an officer, director, stockholder, investor, partner, proprietor, business associate, employee, representative or otherwise, do any of in the following acts: (i) provide services which are competitive with the businesses or services of the Brokerage Services Group of ADP Tax and Accounting Software Business (as such businesses are conducted on defined below) anywhere in the date hereof or at any time during world or, without the Non-Competition Period) (the "Businesses"), or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line prior written consent of business competitive with the Businesses (a "Competitor") or (ii) solicit or referParent, directly or 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 the business community) to or participate in or be connected with, as an officer, employee, partner, stockholder, consultant, advisor or other similar capacity, any clients person (other than the Surviving Corporation 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 Periodtheir respective subsidiaries) to another provider of such services, or (iii) promote, market or participate that engages in the sale, lease or licensing of any equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained 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 Tax and ending on the fourth anniversary of the Effective Date. Notwithstanding anything to the contrary contained herein, (i) the foregoing provisions of this Section 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, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organizationAccounting Software Business; provided, however, that Employee that, for the purposes of this Section 4.05, ownership of securities having no more than five percent of the outstanding voting power of any competitor which are listed on any national securities exchange or traded actively in the national over-the-counter market shall not be otherwise connected deemed to be in violation of this Section 4.05 so long as the person owning such securities has no other connection or relationship with or active in such competitor that would not be permitted hereby. For purposes hereof, "Tax and Accounting Software Business" means (x) the 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 accounting firms; and (iii) other tax and accounting software products and services which are under development by the Company as of the Closing; and (y) the business of the issuers described in this Section 6(a)Company's Rent Roll, and (ii) Employee shall be permitted, after Inc. subsidiary as of the Employment Termination Date, to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-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 the use by any unrelated third party; provided that in either case Employee complies with the provisions of sub-sections (b), (c) and (d) of this Section 6 in connection therewithClosing.

Non-Competition. Subject The Executive acknowledges and recognizes the highly competitive nature of the businesses of the Corporation, the amount of sensitive and confidential information involved in the discharge of the Executive’s position with the Corporation, and the harm to the last sentence of this Section 6(a)Corporation that would result if such knowledge or expertise was disclosed or made available to a competitor. Based on that understanding, the Employee Executive hereby expressly agrees as follows: (a) As a result of the particular nature of the Executive’s relationship with the Corporation, in the capacities identified earlier in this Agreement, for the Term of Employment and for a period of two (2) years after termination for Cause, the Executive hereby 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 or 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 engage in any business for the Executive’s own account or otherwise derive any personal benefit from any business that competes with the businesses or services business of the Brokerage Services Group Corporation or any of ADP (as such businesses are conducted on the date hereof or at any time during the Non-Competition Period) its affiliates (the "Businesses"Corporation and its affiliates are referred to, collectively, as the “Company Group”), or promote, market, become or acquire an interest in(ii) enter the employ of, or associate in a business relationship withrender any services to, any other person, corporation, firm, partnership or other entity whatsoever who is or may be person engaged in any line of business competitive that competes with the Businesses business of any entity within the Company Group, (iii) acquire a "Competitor") or (ii) solicit or referfinancial interest in any person engaged in any business that competes with the business of any entity within the Company Group, directly or indirectly, any clients as an individual, partner, member, shareholder, officer, director, principal, agent, trustee 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 servicesconsultant, or (iiiiv) promoteinterfere with business relationships (whether formed before or after the Effective Date) between the Corporation, market any of its respective affiliates or participate subsidiaries, and any customers, suppliers, officers, employees, partners, members or investors of any entity within the Company Group. For purposes of this Agreement, businesses in competition with the Company Group shall include, without limitation, businesses which any entity within the Company Group may conduct operations, and any businesses which any entity within the Company Group has specific plans to conduct operations in the salefuture and as to which the Executive is aware of such planning, lease whether or licensing not such businesses have or have not as of any equipment or software by which services and/or products similar to those provided by the Company or ADP that date commenced operations. (at any time during the Non-Competition Periodb) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained herein, if the Company terminates the Employee's employment hereunder pursuant to Section 5(a)(v) hereofin this Agreement, the "Non-Competition Period" shall be defined Executive may, directly or indirectly, own, solely as the period commencing on the date hereof and ending on the fourth anniversary of the Effective Date. Notwithstanding anything to the contrary contained hereinan investment, (i) the foregoing provisions of this Section 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, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities Person, other than a business that competes with the business of the Company Group, which are publicly traded on a national securities or regional stock exchange or listed by NASDAQon the over-the-counter market if the Executive (i) is not a controlling Person of, the National Quotation Bureau Incorporated or any similar organization; provideda member of a group that controls, however, that Employee not be otherwise connected with or active in the business of the issuers described in this Section 6(a)such Person, and (ii) Employee shall be permitteddoes not, after directly or indirectly, beneficially own one percent (1%) or more of any class of securities of such Person. Executive may indirectly, through a mutual or exchange traded fund, own, solely as an investment, securities of a business that competes with the Employment Termination Datebusiness of the Company Group, to (A) provide consulting services to entities which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Executive (i) is not Competitors a controlling Person of, or a member of a group that controls, such Person, and (Bii) be employed on a full-time basis (i.e.does not, not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-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 indirectly, beneficially own one percent (1%) or sold by more of any class of securities of such entity for the use by any unrelated third party; provided that in either case Employee complies with the provisions of sub-sections (b), (c) and (d) business. For purposes of this Section 6 6(b), “Person” shall have the meaning ascribed to such terms in connection therewithSection 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as described in Section 13(d) thereof.

Non-Competition. Subject to (a) During the last sentence period between the Closing Date and the third (3rd) anniversary of this Section 6(a)the Closing Date, 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 Seller shall not, except on behalf of the Company or ADP or and shall not permit any of their respective affiliatesits Subsidiaries to, directly or indirectly, whether as an officeranywhere in the world, directorown, stockholdermanage, investoroperate or control, partner, proprietor, any 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 that is engaged in a Competing Business (as such businesses are conducted on the date hereof or at any time during the Non-Competition Period) (the "Businesses"defined below), or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses (a "Competitor") or (ii) solicit or refer, 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 equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained 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 Section 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, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organization; provided, however, that Employee not be otherwise connected with or active in nothing herein shall limit the business ability of the issuers described Seller and its Subsidiaries to (i) acquire and own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange that engages in this Section 6(a)a Competing Business if the Seller or a Subsidiary of Seller is not a member of a group that controls such Person and does not, and directly or indirectly, own 9.9% or more of any class of securities of such Person, or (ii) Employee shall be permittedpurchase an entity or entities that are directly or indirectly engaged in, after or assets that are used in, a Competing Business at the Employment Termination Datetime of such acquisition, to so long as (Ax) provide consulting services to entities such acquired entity is primarily engaged, or the assets constitute a portion of a greater amount of acquired assets which taken as a whole are used primarily in, activities which are not Competitors and Competing Businesses or (By) be employed on the Seller promptly disposes of any portion of such acquired entity (or acquired assets) that is engaged in a full-time basis Competing Business. For purposes of this Section 5.7(a), a "Competing Business" means (i.e.i) the mining, not on manufacture or sale (including distribution) of (x) industrial minerals, or products manufactured therefrom, similar to those presently being mined, manufactured or sold by the Business, or (y) products which are currently the subjects of ongoing research projects disclosed in a letter which has been delivered by World Minerals to the Seller (with a copy to the Purchaser) prior to the date hereof, or (ii) the manufacture or sale of products utilizing crossflow filtration technology or of filtration membranes. For purposes of this Section 5.7(a), an independent contracting basisacquired entity or group of acquired assets which, based upon financial statements for its most recently completed fiscal year, generated twenty percent (20%) by any person, firm, corporation, partnership or other entity to provide for such entity in-house products or services that may more of total revenues from Competing Businesses shall be deemed to be competitive with those offered by primarily engaged, or the Company only if assets primarily used, in activities which are Competing Businesses. (b) Since the Purchaser will be irreparably damaged and its remedy at law will be inadequate in the event of a breach of Section 5.7(a), the Purchaser shall be entitled to an injunction restraining any violation of such products Section or services are used exclusively by such entity any other appropriate decree of specific performance, without showing any actual damage or that monetary damages would not provide an adequate remedy. Such remedies shall not be exclusive and are not directly or indirectly marketed or sold by such entity shall be in addition to any other remedy which the Purchaser may have, including the right to monetary damages for the use by any unrelated third party; provided that in either case Employee complies with the provisions of sub-sections (b), period preceding such specific enforcement. (c) and (d) If any provision of this Section 6 5.7 is held to be unenforceable because of the scope, duration or area of its applicability, the court making such determination shall have the power to modify such scope, duration or area or all of them, and such provision shall then be applicable in connection therewithsuch modified form.

Non-Competition. Subject to (a) During the last sentence of this Restriction Period (as defined in Section 6(a13(b) below), Executive shall not engage in Competition with 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 notCompany or any Subsidiary. “Competition” shall mean engaging in any activity, except on behalf as provided below, for a Competitor of the Company or ADP or any of their respective affiliates, directly or indirectlySubsidiary, whether as an employee, consultant, principal, agent, officer, director, stockholderpartner, investorshareholder (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 K-Mart (and any successor or successors thereto); (ii) any home textiles or housewares store, specialty store or other retailer if either $25 million or 40% or more of its annual gross sales revenues (in either case, based on the most recent quarterly or annual financial statements available) are derived from the sale of home textiles, housewares or other goods or merchandise of the types sold in the Company’s (or any Subsidiary’s) stores; (iii) any corporation or other entity whether independent or owned, funded or controlled by any other 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 Subsidiary’s) stores; (iv) any business that provides buying office services to any business or group of businesses referred to above, or (v) any business (in the U.S. or any country in which the Company or any Subsidiary operates a store or stores) which is in material competition with the Company or any Subsidiary or division thereof and in which Executive’s functions would be substantially similar to Executive’s functions with the Company. If Executive commences employment or becomes a consultant, principal, agent, officer, director, partner, proprietoror shareholder of any entity that is not a Competitor at the time Executive initially becomes employed or becomes a consultant, business associateprincipal, employeeagent, representative officer, director, partner, or otherwise, do any shareholder of the following acts: entity, future activities of such entity shall not result in a violation of this provision unless (ix) provide services 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 activities are competitive with the businesses or services activities of the Brokerage Services Group of ADP (as such businesses are conducted on the date hereof or at any time during the Non-Competition Period) (the "Businesses"), or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses (a "Competitor") or (ii) solicit or refer, 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 equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained 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 Section 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, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organization; provided, however, that Employee not be otherwise connected with or active in the business of the issuers described in this Section 6(a), and (ii) Employee shall be permitted, after the Employment Termination Date, to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-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 the use by any unrelated third party; provided that in either case Employee complies with the provisions of sub-sections (b), (c) and (d) of this Section 6 in connection therewithSubsidiary.

Non-Competition. Subject to (a) During the last sentence of this Restriction Period (as defined in Section 6(a13(b) below), Executive shall not engage in Competition with the Employee agrees that during a period commencing on the date hereof and ending 12 months after the Employment Termination Date (the Company or any Subsidiary. "Non-Competition Period"), he will notCompetition" shall mean engaging in any activity, except on behalf as provided below, for a Competitor of the Company or ADP or any of their respective affiliates, directly or indirectlySubsidiary, whether as an employee, consultant, principal, agent, officer, director, stockholderpartner, investorshareholder (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 any successor or successors thereto); (ii) any home textiles or housewares store, specialty store or other retailer if either $25 million or 40% or more of its annual gross sales revenues (in either case, based on the most recent quarterly or annual financial statements available) are derived from the sale of home textiles, housewares or other goods or merchandise of the types sold in the Company's (or any Subsidiary's) stores; (iii) any corporation or other entity whether independent or owned, funded or controlled by any other 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 Subsidiary's) stores; (iv) any business that provides buying office services to any business or group of businesses referred to above, or (v) any business (in the U.S. or any country in which the Company or any Subsidiary operates a store or stores) which is in material competition with the Company or any Subsidiary or division thereof and in which Executive's functions would be substantially similar to Executive's functions with the Company. If Executive commences employment or becomes a consultant, principal, agent, officer, director, partner, proprietoror shareholder of any entity that is not a Competitor at the time Executive initially becomes employed or becomes a consultant, business associateprincipal, employeeagent, representative officer, director, partner, or otherwise, do any shareholder of the following acts: entity, future activities of such entity shall not result in a violation of this provision unless (ix) provide services 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 activities are competitive with the businesses or services activities of the Brokerage Services Group of ADP (as such businesses are conducted on the date hereof or at any time during the Non-Competition Period) (the "Businesses"), or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses (a "Competitor") or (ii) solicit or refer, 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 equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained 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 Section 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, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organization; provided, however, that Employee not be otherwise connected with or active in the business of the issuers described in this Section 6(a), and (ii) Employee shall be permitted, after the Employment Termination Date, to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-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 the use by any unrelated third party; provided that in either case Employee complies with the provisions of sub-sections (b), (c) and (d) of this Section 6 in connection therewithSubsidiary.

Non-Competition. Subject (a) In addition to the last sentence 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 Section 6(a)Amendment, the Employee agrees that during for a period commencing on the date hereof and ending 12 months after the Employment Termination Date (the "Non-Competition Noncompetition Period")) from the Effective Date to the later of (x) two years thereafter or (y) one year after the Employee leaves the employ of the Company, he Employee will not, except on behalf of the Company or ADP or any of their respective affiliates, directly or indirectly, whether : (i) accept a position as an officer, director, stockholder, investor, partner, proprietor, business associate, employee, agent, consultant, representative of (A) a person or otherwiseentity that is engaged in development of raw land for residential construction or in the construction and sale of single family homes in any area that includes metropolitan Denver, do metropolitan Phoenix, South Florida, California, Texas, or any of area in which the following acts: Continental Region has done business for the twelve preceding calendar months (i) provide services which are competitive with the businesses or services of the Brokerage Services Group of ADP (as such businesses are conducted on the date hereof or at any time during the Non-Competition Period) (collectively, the "Businesses"), or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses (a "CompetitorProhibited 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 (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 referseek business from any of the Company's customers, directly or indirectlyprospective customers, any clients suppliers, or prospective clients suppliers; or (v) hire or engage any employee of the Company or induce any employee of the Company to leave his or her employment with the Company on behalf of any services and/or products which are similar to those offered Competitor. (b) Upon termination of the Agreement (i) by the Company without Cause 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 equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained 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 Section 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, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organization; provided, however, that Employee not be otherwise connected with or active in the business of the issuers described in this Section 6(a), and (ii) by Employee shall be permittedfor Good Reason, after the Employment Termination Date, to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-house products or services provided that may be deemed to be competitive with those offered by the Company only if does not at such products or services are used exclusively by such entity and are time have grounds for termination for Cause, the Company shall pay to Employee an amount equal to two times the sum referred to in Section 8(c) of the Agreement as further consideration for Employee's agreement not directly or indirectly marketed or sold by such entity for the use by any unrelated third party; provided that in either case Employee complies to compete with the provisions of sub-sections (b), Company during the Noncompetition Period. (c) In consideration of the payment provided in part (b) above and (dthe options in bonus in Sections 2 and 3 above, Employee agrees that Section 8(c) of this Section 6 the Agreement shall be amended by deleting the words three times in connection therewiththe second line thereof.

Non-Competition. Subject to a. The Executive acknowledges that, during the last sentence course of this Section 6(athe Executive’s employment or similar engagement with the Company and its controlled affiliates (including their respective predecessors in interest), the Employee 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 that, during a period commencing on the date hereof and ending 12 months after Noncompete Period, the Employment Termination Date (the "Non-Competition Period")Executive shall not directly or indirectly own any interest in, he will notmanage, except on behalf of control, participate in, be employed by, consult with, render services for, or in any manner engage in any Competing Business within any geographical area in which the Company or ADP or any of their respective affiliatesits 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 conduct business on a nationwide and international basis, directly 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 indirectlyinternational competitor with an unfair competitive advantage, whether as an officerand that, directortherefore, stockholder, investor, partner, proprietor, business associate, employee, representative or otherwise, do any the restrictions set forth in this section are reasonable and properly required for the adequate protection of the following acts: (i) provide services which are competitive legitimate interests of the Company. Nothing herein shall prohibit the Executive from owning beneficially not more than 2% of any class of outstanding equity securities or other comparable interests of any issuer that is publicly traded, so long as the Executive has no active participation in the 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 businesses products produced, distributed or services of the Brokerage Services Group of ADP (as such businesses are conducted on the date hereof or at any time during the Non-Competition Period) (the "Businesses"), or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses (a "Competitor") or (ii) solicit or refer, directly or indirectly, any clients or prospective clients of any services and/or products which are similar to those offered sold by the Company or ADP its controlled affiliates (at 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 time during the Non-Competition Period) to another provider of such servicesUnit that is a Competing Business, or and (iii) promote, market or participate in the sale, lease or licensing of any equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained 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 Section 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, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organization; provided, however, that Employee not be Executive otherwise connected with or active in the business of the issuers described in this Section 6(a), and (ii) Employee shall be permitted, after the Employment Termination Date, to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-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 the use by any unrelated third party; provided that in either case Employee strictly complies with the provisions of sub-sections (b), (c) and (d) of restrictive covenants contained in this Section 6 in connection therewithExhibit.

Non-Competition. Subject (A) The Employee understands and recognizes that his services to the last sentence Corporation are special and unique and agrees that, during the term of this Section 6(a)Agreement and, unless such termination is by the Employee agrees that during pursuant to 7(A)(iii)(a) below, for a period commencing on of six (6) months from the date hereof and ending 12 months after the Employment Termination Date (the "Non-Competition Period")of termination of his employment hereunder, he will not, except on behalf of the Company or ADP or shall not in any of their respective affiliatesmanner, directly or indirectly, whether 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, directordirector or shareholder of a Person operating or intending to operate in the areas of therapeutics for congestive heart failure, stockholdercarbohydrate-based combinatorial chemistry, investorthe treatment of diseases by drugs which act through the modulation of superoxide dismutase, partneror Corporation's future business, proprietorproposed 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), business associate, employee, representative or otherwise, do 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 following acts: foregoing businesses which has a class of securities registered pursuant to the Securities Exchange Act of 1934. (iB) provide services which are competitive with During the businesses or services term of the Brokerage Services Group of ADP this Agreement and for six (as such businesses are conducted on the date hereof or at any time during the Non-Competition Period6) (the "Businesses")months thereafter, or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses (a "Competitor") or (ii) solicit or referEmployee shall not, directly or indirectly, without the prior written consent of the Corporation, solicit or induce any clients employee of the Corporation or prospective clients any affiliate to leave the employ of the Corporation or any services and/or products which are similar to those offered by affiliate or hire for any purpose any employee of the Company Corporation or ADP (at any time during affiliate or any employee who has left the Non-Competition Period) to another provider employment of such services, the Corporation or (iii) promote, market or participate in any affiliate within six months of the sale, lease or licensing termination of any equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained herein, if the Company terminates the Employeesaid employee's employment hereunder pursuant to Section 5(a)(vwith the Corporation; or (C) hereof, In the "Non-Competition Period" shall be defined as event that 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 Employee breaches any provisions of this Section 6(a) 5 or there is a threatened breach, then, in addition to any other rights which the Corporation may have, the Corporation shall be entitled to seek injunctive relief to enforce the restrictions contained herein. In the event that an actual proceeding is brought in equity to enforce the provisions of this Section 5, the Corporation shall not be deemed violated by the purchase and/or ownership by Employee of shares of any class of equity securities (or options, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of prevented from seeking any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organization; provided, however, that Employee not be otherwise connected with or active in the business of the issuers described in this Section 6(a), and (ii) Employee shall be permitted, after the Employment Termination Date, to (A) provide consulting services to entities remedies which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-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 the use by any unrelated third party; provided that in either case Employee complies with the provisions of sub-sections (b), (c) and (d) of this Section 6 in connection therewithavailable.

Non-Competition. Subject (a) During the Non-Compete Period and in the Restricted Region, neither Seller nor any of its Affiliates controlled by, or forming a part of, GE Aviation will (i) manage, operate, engage in, or own directly or indirectly any Equity Interests in any Person engaged in (A) the Business or (B) the business of designing, developing, operating, manufacturing, marketing, servicing and selling thrust reverser actuation systems (a “TRAS Business”), or (ii) actively assist any other party to compete with Buyer in the last sentence Business or in a TRAS Business. (b) For the purpose of this Section 6(a5.13, “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 the Purchased Assets from Buyer. (c) Notwithstanding the foregoing provisions of Section 5.13(a), and without implicitly agreeing that the Employee agrees that during a period commencing on following activities would be subject to the date hereof and ending 12 months after the Employment Termination Date (the "Non-Competition Period"provisions of Section 5.13(a), he will notnothing in this Agreement shall preclude, except prohibit or restrict Seller or any other Person that is a part of GE Aviation from engaging in any manner in any (i) Financial Services Business, (ii) Existing Business Activities, (iii) De Minimis Business or (iv) business activity that would otherwise violate Section 5.13(a) that is acquired from any Person (an “After-Acquired Business”) or is carried on behalf of the Company by any Person that is acquired by or ADP combined with Seller or any of their respective affiliatesAffiliates in each case after the Closing (an “After-Acquired Company”); provided that with respect to this clause (iv), directly or indirectly, whether so long as an officer, director, stockholder, investor, partner, proprietor, business associate, employee, representative or otherwise, do any within eighteen (18) months after the consummation of the following acts: (i) provide services which are competitive with the businesses purchase or services other acquisition of the Brokerage Services Group 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 ADP the business or securities of the After-Acquired Business or the After-Acquired Company or at the expiration of such eighteen (as 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 businesses are conducted on disposition shall be required to the date hereof extent the revenue from the competing portion of the business of the After-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 during the Non-Competition Period) (the "Businesses"), or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses (a "Competitor") or (ii) solicit or refer, 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 equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained 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 Section 6(a) shall not 5.13 will be deemed violated determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 5.13 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 purchase and/or ownership by Employee of shares of any class of equity securities (court or options, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon other body having jurisdiction over the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organizationmatter; provided, however, that Employee not be otherwise connected with or active in the business of the issuers described in and this Section 6(a), 5.13 as so amended will be valid and (ii) Employee shall be permitted, after the Employment Termination Date, to (A) provide consulting services to entities which are binding as though any invalid or unenforceable provision had not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-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 the use by any unrelated third party; provided that in either case Employee complies with the provisions of sub-sections (b), (c) and (d) of this Section 6 in connection therewithbeen included herein.

Non-Competition. Subject to In exchange for the last sentence of this termination payment described in Section 6(a)18 above, the Employee agrees that during for a period commencing on of five (5) months following termination of Employee’s employment, for any reason, Employee shall not (1) enter into or engage in any business which competes with the date hereof Company or any of its subsidiaries or affiliates (“Company Group”) within the States of Pennsylvania, Colorado and ending 12 months after Texas (“Restricted Territory”); (2) solicit any known customers, business, assets, investments or patronage (or customer, business, asset, investment or patronage prospects) for, or sell, any products or services in competition with or for any business that competes with the Employment Termination Date Company Group within the Restricted Territory; (the "Non-Competition Period")3) divert, he will notentice or otherwise take away any known business, except on behalf assets or investments or patronage (or customer, business, asset, investment or patronage prospects) of the Company Group within the Restricted Territory; or ADP (4) promote, manage or assist, financially or otherwise, any person, firm, association, partnership, corporation or other entity engaged in any business which competes with or is engaged in the same business as the Company Group within the Restricted Territory. For purposes of their respective affiliatesthis section, Employee will be in violation of the non-compete provision set forth herein if Employee engages in any or all of the activities set forth herein directly as an individual on Employee’s own account or indirectly as a partner, joint venture, employee, agent, salesperson, consultant, officers and/or director of any firm, association, partnership, corporation or other entity or as a shareholder of any corporation (or owner of any other type of equity interest in any other entity) in which Employee or Employee’s spouse, minor child, or parent sharing the same household as Employee owns, directly or indirectly, whether as an officer, director, stockholder, investor, partner, proprietor, business associate, employee, representative individually 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 the date hereof or at any time during the Non-Competition Period) (the "Businesses"), or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses (a "Competitor") or (ii) solicit or refer, 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 saleaggregate, lease or licensing of any equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained 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 Section 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, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less more than 1% of the outstanding shares stock or other equity interests. If it is judicially determined or by consent of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organization; provided, however, Employee that Employee not be otherwise connected with or active in the business of the issuers described in has violated this Section 6(a)19 and the Company obtains an order, and (ii) Employee shall be permitted, after the Employment Termination Date, to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership injunction or other entity equitable relief, then the period applicable to provide for each obligation that Employee has been determined to have violated will be automatically extended by a period of time equal in length to the period during which such entity in-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 the use by any unrelated third party; provided that in either case Employee complies with the provisions of sub-sections (b), (c) and (d) of this Section 6 in connection therewithviolation occurred.

Non-Competition. Subject 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 last sentence 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 this Section 6(a)the Employee’s employment 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 a period of 6 months immediately thereafter, 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 Employee will not, except on behalf of the Company or ADP or any of their respective affiliates, directly or indirectly, other than through the Company, engage or participate (or prepare to engage or participate), in any manner, whether as directly or indirectly through an employee, employer, consultant, agent, principal, partner, more than 1% shareholder, officer, director, stockholderlicensor, investorlender, partnerlessor or in any other individual or representative capacity, proprietorin any business or activity which is in competition with the business of the Company Group in the leasing, business associateacquiring, employeeexploring or producing hydrocarbons and related products within the boundaries of, representative or otherwisewithin a ten-mile radius of the boundaries of, do any mineral property interest of any member of the Company Group (including, without limitation, a mineral lease, overriding royalty interest, production payment, net profits interest, mineral fee interest or option or right to acquire any of the following acts: (i) provide services which are competitive with the businesses foregoing, or services an area of mutual interest as designated pursuant to contractual agreements between any member of the Brokerage Services Company Group of ADP (as such businesses are conducted on the date hereof or at and any time during the Non-Competition Period) (the "Businesses"third party), or promote, market, become or acquire an interest in, or associate in a business relationship with, any other personproperty on which any of the Company Group has an option, corporationright, firmlicense or authority to conduct or direct exploratory activities, partnership such as three-dimensional seismic acquisition or other seismic, geophysical and geochemical activities (but not including any preliminary geological mapping), provided that the foregoing will not restrict the Employee from obtaining post-termination employment with an entity whatsoever who is or may be engaged that only has de minimis operations in any line the restricted territory (as determined by the Board in good faith); provided that, this Section 7.4 will not preclude the Employee from making passive investments in securities of business competitive with the Businesses (a "Competitor") or (ii) solicit or refer, directly or indirectly, any clients or prospective clients of any services and/or products oil and gas companies 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 equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained hereinregistered on a national stock exchange, 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 Section 6(a) shall not be deemed violated aggregate amount owned by the purchase and/or ownership by Employee and Employee’s spouse and children, if any, does not exceed 1% of shares of any class of equity securities (or options, warrants or rights to acquire such company’s outstanding securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organization; provided, however, that Employee not be otherwise connected with or active in the business of the issuers described in this Section 6(a), and (ii) Employee shall be permitted, after the Employment Termination Date, to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for aggregate amount invested in such entity in-house products or services that may be deemed to be competitive with those offered investments by the Company only if such products or services are used exclusively by such entity Employee and are Employee’s spouse and children does not directly or indirectly marketed or sold by such entity for the use by any unrelated third party; provided that in either case Employee complies with the provisions of sub-sections (b), (c) and (d) of this Section 6 in connection therewithexceed $1,000,000.

Non-Competition. Subject to (i) the last sentence of this Section 6(a), the Employee Executive agrees that he shall not during the Employment Period and for a period commencing on the date hereof and ending 12 months of one year after the Employment Termination Date (termination or end thereof for any reason, without the "Non-Competition Period"), he will not, except on behalf approval of the Company Board which, after the end of the Employment Period, shall not unreasonably be withheld or ADP or any of their respective affiliatesdelayed, directly or indirectly, whether alone or as an partner, joint venturer, officer, director, stockholder, investor, partner, proprietor, business associate, employee, representative consultant, agent, independent contractor or otherwisecontrolling stockholder (other than as provided below) of any Company or business, do engage in any “Competitive Business” within the United States or within the United Kingdom and which directly competes with the business of the following acts: 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) provide services which are competitive with above or any other provision of this Agreement to the businesses or services of contrary, the Brokerage Services Group of ADP (as such businesses are conducted on the date hereof or at any time Executive shall not be prohibited during the Non-Competition Period) (the "Businesses"), or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses (a "Competitor") or (ii) solicit or refer, 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 equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained 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, applicable under clause (i) above from acting as a passive investor where (a) in the foregoing provisions case of this Section 6(aa Competitive Business being a public corporation, the Executive owns not more than five percent (5%) shall not of the issued and outstanding capital stock or such higher percentage or amount as may be deemed violated approved by the purchase and/or ownership by Employee of shares of any class of equity securities (or options, warrants or rights Board upon notice from the Executive prior to acquire obtaining such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organizationinterest; provided, however, that Employee the Executive shall not be otherwise connected with or active treated as having violated the provisions of this Section 12 if in good faith 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 Executive makes reasonable efforts to divest himself of his interest in such business; (b) in the business case of any employer or entity other than a Competitive Business that is engaged in, or whose affiliates are engaged in, the issuers described in this Section 6(a), and (ii) Employee shall be permitted, after the Employment Termination Date, to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership development or other entity to provide for such entity in-house marketing of products or services technologies 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 competitive with any product or technology that is developed or marketed or sold proposed to be developed or marketed by such entity for Company during the use by any unrelated third partyEmployment Period, the Executive owns not more than five percent (5%) of the issued and outstanding capital stock; provided that in either case Employee complies with the provisions of sub-sections (b), or (c) and receiving stock, options or warrants from any entity with which the Executive can have a relationship pursuant to clause (di) above as part of this Section 6 in connection therewiththe Executive’s compensation for services rendered or to be rendered.

Non-Competition. Subject to (i) For so long as it or any of its subsidiaries is the last sentence of this Section 6(a)Advisor (as defined in the Advisory Agreement, dated July 1, 1996, as amended, between the Employee agrees that during a period commencing on Company and the date hereof Advisor) and ending 12 months after the Employment Termination Date Manager (as defined in the "Non-Competition Period")Management Agreements, he will notdated July 1, except on behalf 1996, as amended, between the Company (or the subsidiary of the Company or ADP or which is the owner of the applicable property) and the Manager) of the Centers, neither WHL nor 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 the date hereof or at any time during the Non-Competition Period) (the "Businesses"), or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses (a "Competitor") or (ii) solicit or referits subsidiaries shall acquire, directly or indirectly, any clients ownership interest in shopping center properties or prospective clients power centers in the United States (a "Competitive Business") or own an interest in, as a partner, member, stockholder, co-venturer or otherwise, any corporation, company, partnership, firm, association, enterprise or other entity that owns any ownership interest in a Competitive Business, except in accordance with this Section 4, PROVIDED that nothing contained in this Section 4 shall prohibit or restrain WHL or any of its subsidiaries or Affiliates from (A) owning any services and/or products which are similar to those offered by interest in Westfield America Trust or the Company Company, (B) acquiring shares of capital stock or ADP (at other equity interests in any time during the Non-Competition Period) to another provider entity where such shares or interests represent a minority interest of 5% or less of such servicesentity'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, (iiiC) promote, market or participate in the sale, lease or licensing acquiring indebtedness of any equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation(D) acquiring by asset purchase, firmstock purchase, partnership merger, consolidation or other entity whatsoever. Notwithstanding anything to the contrary contained 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 Section 6(a) shall not be deemed violated by the purchase and/or ownership by Employee of shares otherwise of any class of equity securities (or options, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organization; provided, however, that Employee not be otherwise connected with or active in the business of the issuers described in this Section 6(a), and (ii) Employee shall be permitted, after the Employment Termination Date, to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other business entity (each an "Entity") partially engaged in the Competitive Business, PROVIDED that such activities relating to provide the 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 entity in-house products opportunity, then WHL or services its subsidiary shall be permitted to attempt to acquire such Competitive Business. (iii) In no event shall the foregoing be deemed 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 may the foregoing restriction shall not be deemed to be competitive with those offered by the Company only violated if such products WHL or services are used exclusively by such entity and are not its subsidiaries shall acquire, either directly or indirectly marketed or sold by such entity for the use by any unrelated third party; provided that in either case Employee complies with the provisions of sub-sections (b)indirectly, (c) and (d) of this Section 6 in connection therewitha Competitive Business which owns, among other properties, a Competing Mall."

Non-Competition. Subject to the last sentence of this Section 6(a), the (a) 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 during the period of Employee's employment with the Company or ADP or Company, and for a period of two (2) years immediately following the termination of Employee's employment under this Agreement, for any of their respective affiliatesreason whatsoever, directly or indirectly, whether for himself or on behalf of or in conjunction with any other person, persons, company, partnership, corporation, or business of whatever nature: (i) engage, as an officer, director, stockholdershareholder, investorowner, partner, proprietorjoint venturer, business associateor in a managerial capacity, whether as an employee, representative independent contractor, consultant or otherwiseadvisor, do or as a sales representative, in any travel service business in direct competition with the Company or TSI or any subsidiary of either the Company or TSI, within the United States or within 100 miles of any other geographic area in which the Company or TSI or any of the following acts: (i) provide services which are competitive with the businesses Company's or services of the Brokerage Services Group of ADP (as such businesses are conducted on the date hereof or at TSI's subsidiaries conducts business, including any time during the Non-Competition Period) (the "Businesses"), or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses (a "Competitor") or (ii) solicit or refer, directly or indirectly, any clients or prospective clients of any services and/or products which are similar to those offered territory serviced by the Company or ADP (at TSI or any time during the Non-Competition Period) to another provider of such servicessubsidiaries (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) promotecall upon any person or entity which is, market at that time, or participate 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 saleCompany or TSI or any subsidiary of the Company or TSI within the Territory; or (iv) call upon any prospective acquisition candidate, lease on Employee's own behalf or licensing on behalf of any equipment or software by competitor, which services and/or products similar candidate was, to those provided Employee's actual knowledge after due inquiry, either called upon by the Company or ADP TSI (at any time during including the Non-Competition Periodrespective subsidiaries thereof) can be performed, toor for which the Company or TSI made an acquisition analysis, for or with any person, corporation, firm, partnership or other entity whatsoeverthe purpose of acquiring such entity. Notwithstanding anything to the contrary contained herein, if the Company terminates the Employee's employment hereunder pursuant to Section 5(a)(v) hereofabove, 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 Section 6(a) covenant shall not be deemed violated by the purchase and/or ownership by to prohibit Employee of shares of any class of equity securities (or options, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) from acquiring as an investment not more than two percent (2%) or less of the outstanding shares capital stock of any such class of equity securities of any issuer a competing business, whose securities are stock is traded on a national securities exchange or listed 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 NASDAQ, TSI or the National Quotation Bureau Incorporated or any similar organization; provided, however, that Employee not be otherwise connected with or active 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 issuers described 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 Section 6(aAgreement, 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 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 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 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 the Company or TSI (including TSI's other subsidiaries) shall thereafter enter the same, similar, or a competitive (i) business, (ii) Employee 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 be permitted, after the Employment Termination Date, to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-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 the use by any unrelated third party; provided that in either case Employee complies with affect the provisions of sub-sections 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 fullest extent which the court deems reasonable, and the Agreement shall be reformed in accordance therewith. (b)e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, 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 period of two (c2) and (d) years following termination of employment stated at the beginning of this Section 6 paragraph 3, during which the agreements and covenants of Employee made in connection therewiththis paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3.

Non-Competition. Subject to The Consultant shall not, during the last sentence of this Section 6(a), period (the Employee agrees that during a period commencing on “Restricted Period”) from the date hereof and ending 12 months until the later of one year after the Employment Termination Date termination of her consulting arrangement 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, Consultant and other parties set forth on the signatory page thereto (the "Non-Competition Period"“APA”), he will not, except on behalf ): i) Without the prior written consent of the Company (A) directly or ADP 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 their respective affiliatesits subsidiaries or Affiliates anywhere with the Territory. Territory means any state (including the District of Columbia), directly territory or indirectly, whether as an officer, director, stockholder, investor, partner, proprietor, possession of the United States within which the Company presently or hereafter does business associate, employee, representative or otherwise, do within a 50-mile radius of any of the following acts: (i) provide services which are competitive with the businesses or services of the Brokerage Services Group of ADP Owned Premises, Owned Real Estate, Real Property and/or Leased Premises (as such businesses are conducted on defined in the date hereof or at any time during the Non-Competition Period) (the "Businesses"APA), (B) be employed by or promoteserve as an Consultant, marketagent, become or acquire an interest inofficer, director of, or associate in as a business relationship withconsultant to, any other person, firm, partnership, corporation, firm, partnership association or other entity whatsoever who is which engages or may be engaged plans to engage in any line facet of business competitive the Business in which the Company now or hereafter engages or which competes or plans to compete in any way with the Businesses (a "Competitor") or (ii) solicit or refer, 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 of its subsidiaries or Affiliates within the Non-Competition Period) to another provider of such servicesTerritory, or (iiiC) promoteutilize her special knowledge of the business of the Company and her relationships with customers, market suppliers and others to compete with Company and/or its Affiliates in any business which engages or participate plans to engage in any facet of the sale, lease Business in which the Company now or licensing of hereafter engages or which competes or plans to compete in any equipment or software by which services and/or products similar to those provided by way with the Company or ADP (at any time during of its subsidiaries or Affiliates within the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained 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 Section 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, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organizationTerritory; provided, however, that Employee not nothing herein shall be otherwise connected with or active deemed to prevent either Consultant from (x) acquiring through market purchases and owning, solely as a passive investment, less than one percent in the business aggregate of the issuers described 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 issuer. Consultant acknowledges and agrees that the covenants provided for in this Section 6(a)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 (i) valuable confidential business information, (ii) substantial relationships with customers, and (iiiii) Employee shall be permitted, after customer goodwill associated with the Employment Termination Date, to ongoing Business. Consultant hereby expressly authorizes the enforcement of the covenants provided for in this Section by (A) provide consulting services to entities which are not Competitors 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 employed on deemed by a full-time basis (i.e.court to be too broad to be enforced with respect to its duration or with respect to any particular activity or geographic area, not on an independent contracting basisthe 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) by The Consultant shall not, directly or indirectly, for herself or for any other person, firm, corporation, partnership partnership, association or other entity to provide for such entity in-house products or services that may be deemed to be competitive with those offered by (including 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 the use by any unrelated third party; provided that in either case Employee complies with the provisions of sub-sections (bCompany), (cA) 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 customers or any information relating in any manner to the Company’s trade or business relationships with such customers, (dC) in any 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 doing so or attempting to do so or (D) employ any Consultants of this Section 6 in connection therewithCompany.

Non-Competition. Subject to Neither Seller nor any of its Affiliates or designees (each, a “Restricted Party”) during the last sentence of this Section 6(a), the Employee agrees that during a period commencing on the date hereof Closing Date and ending 12 months after on the Employment Termination fifth (5th) anniversary of the Closing Date (the "Non-Competition “Restricted Period"”), he will notshall: (a) design, except on behalf of the Company develop, license, manufacture, distribute, sell or ADP support (or knowingly assist any of their respective affiliatesthird party, directly or indirectly, whether as an officerin designing, directordeveloping, stockholderlicensing, investormanufacturing, partnerdistributing, proprietor, business associate, employee, representative selling or otherwise, do supporting) any existing product of the following acts: (i) provide services which are competitive with the businesses Business or services of the Brokerage Services Group of ADP (as such businesses are conducted on the date hereof any related roadmap or at any time during the Non-Competition Period) (the "Businesses"), or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses (a "Competitor") or (ii) solicit or refer, 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 product anywhere in the sale, lease or licensing of any equipment or software by which services and/or products similar to those provided by the Company or ADP world (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained 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 Section 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, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organization; provided, however, that Employee not be otherwise connected with or active in the business of the issuers described restrictions set forth in this Section 6(a)7.1(a) shall not (i) prohibit any Restricted Party from being an investor in a mutual fund or a diversified investment company, and (ii) Employee prohibit any Restricted Party from being a passive owner of not more than five percent (5%) in the aggregate of an outstanding class of publicly traded securities or (iii) in any way limit or prohibit Seller’s or any of its Affiliates’ (A) actions or operations with respect to Seller’s Services and Support segment or (B) strategic investments in Quortus Limited, Spyrus Solutions, Inc. and Kogniz, Inc.); (b) directly or indirectly (i) solicit for employment or any similar arrangement any employee of the Companies or of the Company Subsidiaries or (ii) hire or knowingly assist any other Person in hiring any employee of the Companies or of the Company Subsidiaries (provided, however, that this Section 7.1(b) shall be permitted, after the Employment Termination Date, not apply to (A) provide consulting services to entities which are not Competitors and employees of the Companies or of the Company Subsidiaries who have been terminated by the Companies or any of their Affiliates (including Purchaser) after Closing, (B) be employed on employees of the Companies who have left the employment of the Companies or any of their Affiliates (including Purchaser) for a full-time basis period of at least six (i.e.6) months and (C) any general solicitations for employment (such as any newspaper, not on an independent contracting basisperiodical or internet help wanted advertisement or any search firm engagement) by and any person, firm, corporation, partnership or other entity to provide for hiring arising out of such entity in-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 general solicitations); or (c) directly or indirectly marketed cause, solicit, induce or sold by encourage any client, customer, supplier or licensor of the Business or the Companies prior to the Closing to terminate or modify any such entity for the use by any unrelated third party; provided that in either case Employee complies with the provisions of sub-sections (b), (c) and (d) of this Section 6 in connection therewithrelationship.

Non-Competition. (a) Subject to the last sentence of this Section 6(a)subsection (c) hereof, 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 notnot during the period he is employed under this Agreement engage in, except on behalf of the Company or ADP or any of their respective affiliates, otherwise directly or indirectlyindirectly be employed by, whether or act as an officera consultant or lender to, or be a director, stockholder, investor, partner, proprietor, business associateofficer, employee, representative owner, or otherwisepartner of, do 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 following actsCompany under this Agreement: (i) provide services which are competitive Employee will not directly or indirectly compete with the businesses or services of the Brokerage Services Group of ADP (as such businesses are conducted on the date hereof or at any time during the Non-Competition Period) (the "Businesses"), or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of the same coffee business competitive with as the Businesses (Company, or be employed by, or act as consultant or lender to, or be a "Competitor") director, officer, employee, owner, or (ii) solicit or refer, directly or indirectlypartner of, any clients business or prospective clients of any services and/or products which are similar to those offered by organization which, at the Company or ADP (at any time during the Non-Competition Period) to another provider of such servicescessation, competes with or (iii) promote, market or participate is engaged in the sale, lease or licensing of any equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained herein, if the Company terminates the Employee's employment hereunder pursuant to Section 5(a)(v) hereof, the "Non-Competition Period" shall be defined same coffee business 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 Section 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, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organizationCompany; provided, however, that Employee not be otherwise connected with or active in the business of the issuers described in this Section 6(a), and (ii) Employee shall be permittednot, after the Employment Termination Datedirectly or indirectly, to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) or by any personact in concert with others, firmemploy, corporationattempt to employ, partnership recruit or other entity otherwise solicit or induce or influence to provide for such entity in-house products leave his or services her employment any employee of the Company or any Company subsidiary. The Employee and the Company agree that may the restrictions on competition in the coffee business by the Employee with the Company provided in this Section 5(b) shall be deemed limited geographically to be competitive with those offered the City of New Haven. (c) The Employee and the Company agree that in the event of a default by the Company only if such products of any of its material obligations under this Agreement or services are used exclusively under the Stock Purchase Agreement dated October 21, 1996 by such entity and are among ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇'▇ Incorporated and New World Coffee, Inc., or under the promissory notes issued to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ or ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ pursuant to said Stock Purchase Agreement, which default is not directly cured in any applicable notice, grace, or indirectly marketed or sold by such entity for cure period, the use by any unrelated third party; provided that restrictive covenants of the Employee set forth in either case Employee complies with the provisions of sub-sections (b), (c) and (d) of this Section 6 in connection therewith5 shall terminate automatically.

Non-Competition. Subject to At all times while the last sentence Executive is employed by the Company and for a period of: (i) two (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 6(a)5, 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 Executive shall not, except on behalf of the Company or ADP or any of their respective affiliates, directly or indirectly, engage in or have any interest in any person (whether as an employee, officer, director, stockholder, investor, partner, proprietoragent, business associatesecurity holder, employeecreditor, representative consultant or otherwise, do ) that directly or indirectly (or through any affiliated entity) competes with the Company’s Business (as defined below); provided that such provision shall not apply to the Executive’s ownership of securities of the following acts: (iCompany or the acquisition by the Executive, solely as an investment, of securities of any issuer that is registered under Section 12(b) provide services which are competitive with the businesses or services 12(g) of the Brokerage Services Group Securities Exchange Act of ADP (1934, as such businesses amended and that are conducted listed or admitted for trading on any United States national securities exchange or that are quoted on the date hereof or at any time during the Non-Competition Period) (the "Businesses")National Association of Securities Dealers Automated Quotations System, or promoteany similar system or automated dissemination of quotations of securities prices in common use, marketso long as the Executive does not control, acquire a controlling interest in or become a member of a group which exercises direct or acquire an interest inindirect control of, or associate in a business relationship withmore than five percent of any class of capital stock of such issuer. For purposes of this Section 6.1, the term “Business” shall mean the Business and any other person, corporation, firm, partnership or other entity whatsoever who business in which the Company is or may be engaged in any line prior to the delivery of business competitive with the Businesses (a "Competitor") or (ii) solicit or refer, directly or indirectly, any clients or prospective clients notice of any services and/or products which are similar to those offered termination 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 equipment or software by Executive hereunder and which services and/or products similar to those provided by business the Company or ADP (is engaged at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained 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 termination of the Effective Date. Notwithstanding anything to the contrary contained herein, (i) the foregoing provisions of this Section 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, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organization; provided, however, that Employee not be otherwise connected with or active in the business of the issuers described in this Section 6(a), and (ii) Employee shall be permitted, after the Employment Termination Date, to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-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 the use by any unrelated third party; provided that in either case Employee complies with the provisions of sub-sections (b), (c) and (d) of this Section 6 in connection therewithExecutive’s employment.

Non-Competition. Subject to (a) For a period of three years after the last sentence of this Section 6(a)Effective Time, except as contemplated or permitted under the Merger Agreement, the Employee agrees that during a period commencing on Amended and Restated Labor Pooling Agreements, the Corporate Opportunity Agreement, the Investors Agreement, dated the date hereof hereof, among the Company and ending 12 months after the other parties named therein, the Amended and Restated Employment Termination Agreement, dated as of the Effective Date between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ and the Company (the "Non-Competition Period▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Employment Agreement"), he will notor the Amended and Restated Employment Agreement, except on behalf dated the Effective Date, between ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ and the Company (the "▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Employment Agreement" and, together with the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Employment Agreement, the "Amended and Restated Employment Agreements") each of the Company or ADP or any Kleinknechts severally agrees, and shall cause each of their respective affiliatesAffiliates, including, without limitation, KEC-NY and KEC-NJ, to agree, that any such Person shall not, directly or indirectly, whether as an officer, director, stockholder, investor, partner, proprietor, business associate, employee, representative through any Person Controlled by either of the Kleinknechts in any form or otherwise, do manner within any jurisdiction in which the Company or any of the following actsits Affiliates are doing business: (i) provide services which are competitive with engage in the businesses or services of the Brokerage Services Group of ADP Business (as such businesses are conducted on defined herein) for his or their own account or for the date hereof or at any time during the Non-Competition Period) (the "Businesses"), or promote, market, become or acquire an interest in, or associate in a business relationship with, account of any other personPerson, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses (a "Competitor") or (ii) solicit or refer, directly or indirectly, become interested in 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 Person engaged in the saleBusiness as a partner, lease shareholder, member, principal, agent, employee, trustee, consultant or licensing of any equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained 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 Section 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, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of in any other security convertible into such securities) two percent (2%) relationship or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organizationcapacity; provided, however, that Employee not be otherwise connected with or active in the business either of the issuers described 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 Merger Agreement, each of the Kleinknechts severally agrees, and shall cause each of their respective Affiliates including, without limitation, KEC-NY or KEC-NJ to agree, that such Person shall not, directly or indirectly, disclose to any other party, 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 such Person's relationship with the Company, 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 6(a), Agreement by the Kleinknechts. (c) For a period ending on the later to occur of (i) three years after the Effective Time and (ii) Employee shall be permittedthe expiration or termination of the Amended and Restated Labor Pooling Agreements, after the Employment Termination Date, to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e.worldwide basis, not on except as contemplated or permitted under the Merger Agreement or the Amended and 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 any business or enterprise with which either of the Kleinknechts is associated as an independent contracting basis) by any personofficer, firm, corporation, partnership director or controlling shareholder or other entity investor with the power to provide for direct or cause the direction of the management of such entity in-house products business or services that may be deemed enterprise shall not employ or attempt to be competitive with those offered by employ an employee of the Company only if such products or services are used exclusively by such entity and are not directly any of its subsidiaries or indirectly marketed or sold by such entity for the use by any unrelated third party; provided that in either case Employee complies joint ventures (other than, with the provisions of sub-sections (brespect to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, his executive assistant), (c) and . (d) If either of the Kleinknechts breaches, or threatens to commit a breach of, any of the provisions contained in this Section 6, the Company shall have the following rights and remedies with respect to ▇▇▇▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, as the case may be, each of which rights and remedies shall be independent of the 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 of this Section 6 specifically enforced by any court of competent jurisdiction and Merger Subsidiary shall be entitled to apply for and receive injunctive relief in connection therewithorder to prevent the continuation of any existing breach or the occurrence of any threatened breach, it being agreed that any breach or threatened breach of the provisions of this Section 6 would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company. (e) 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 effect without regard to invalid portions.

Non-Competition. Subject to the last sentence of this Section 6(a), the Employee The Optionee covenants and agrees that during the Optionee’s Employment and for a period commencing of twenty-four (24) months (and such period shall be tolled on a day-to-day basis for each day during which the date hereof and ending 12 months after Optionee participates in any activity in violation of the Employment Termination Date (restrictions set forth in this Section 5(a)) following the "Non-Competition Period")Optionee’s termination of Employment, he will not, except on behalf whether such termination occurs at the insistence of the Company or ADP its Affiliates or any of their respective affiliatesthe Optionee (for whatever reason), the Optionee will not, directly or indirectly, whether 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, director, stockholderemployee, investor, principal, joint venturer, shareholder, partner, proprietordirector, business associateconsultant, employeeagent or otherwise with, representative or have any financial interest (through stock or other equity ownership, investment of capital, the lending of money or otherwise) in, do any of the following acts: (i) provide services which are competitive business, venture or activity that directly or indirectly competes, or is in planning, or has undertaken any preparation, to compete, with the businesses or services Business of the Brokerage Services Group of ADP (as such businesses are conducted on the date hereof or at any time during the Non-Competition Period) (the "Businesses"), or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses (a "Competitor") or (ii) solicit or refer, 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 any of its Immediate Affiliates (at any time during the Non-Competition Period) to another provider of Person who engages in any such servicesbusiness venture or activity, or (iii) promotea “Competitor”), market or participate except that nothing contained in the sale, lease or licensing of any equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained 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 Section 6(a5(a) shall not be deemed violated by prevent the purchase and/or Optionee’s wholly passive ownership by Employee of shares of any class of equity securities (or options, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are Competitor that is a publicly-traded on a national securities exchange or listed by NASDAQcompany. For purposes of this Section 5(a), the National Quotation Bureau Incorporated “Business of the Company or any similar organizationof 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) months immediately preceding the Optionee’s termination of Employment; provided, howeverthat the term “Competitor” shall not include any business, that Employee not be otherwise connected 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 active in the business any related business, venture or activity) are less than ten percent (10%) of the issuers described in aggregate gross receipts of such businesses, ventures or activities. For purposes of this Section 6(a5(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) Employee shall be permitted, after the Employment Termination Date, a parent to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-house products or services that may be deemed to be competitive with those offered by the Company only if or (iii) a direct or indirect subsidiary of such products or services are used exclusively by such entity and are not directly or indirectly marketed or sold by such entity for the use by any unrelated third party; provided that in either case Employee complies with the provisions of sub-sections (b), (c) and (d) of this Section 6 in connection therewitha parent.

Non-Competition. Subject to the last sentence of this Section 6(a), the (a) 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 during the period of Employee's employment with TSI, and for a period of two (2) years immediately following the Company or ADP or termination of Employee's employment under this Agreement, for any of their respective affiliatesreason whatsoever, directly or indirectly, whether for himself or on behalf of or in conjunction with any other person, persons, company, partnership, corporation or business of whatever nature (other than a subsidiary or affiliate of TSI): (i) engage, as an officer, director, stockholdershareholder, investorowner, partner, proprietorjoint venturer or in a managerial capacity, business associate, whether as an employee, representative independent contractor, consultant or otherwiseadvisor or as a sales representative, do in any travel service business in direct competition with TSI or any subsidiary of TSI, within the United States or within 100 miles of any other geographic area in which TSI or any of the following acts: (i) provide services which are competitive with the businesses TSI's subsidiaries conducts business, including any territory serviced by TSI or services any of the Brokerage Services Group of ADP (as such businesses are conducted on the date hereof or at any time during the Non-Competition Period) its subsidiaries (the "BusinessesTerritory"), or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses (a "Competitor") or ; (ii) solicit 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 refer, directly with the intent of enticing such employee away from or indirectly, any clients or prospective clients out of any services and/or products which are similar to those offered by the Company or ADP employ of TSI (at any time during including the Non-Competition Period) to another provider of such services, or subsidiaries thereof); (iii) promotecall upon any person or entity which is, market at that time, or participate which has been, 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 saleTerritory; or (iv) call upon any prospective acquisition candidate, lease on Employee's own behalf or licensing on behalf of any equipment competitor, which candidate was, to Employee's actual knowledge after due inquiry, either called upon by TSI (including the respective subsidiaries thereof) or software by for which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, toTSI made an acquisition analysis, for or with any person, corporation, firm, partnership or other entity whatsoeverthe purpose of acquiring such entity. Notwithstanding anything to the contrary contained herein, if the Company terminates the Employee's employment hereunder pursuant to Section 5(a)(v) hereofabove, 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 Section 6(a) covenant shall not be deemed violated by the purchase and/or ownership by to prohibit Employee of shares of any class of equity securities (or options, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) from acquiring as an investment not more than two percent (2%) or less of the outstanding shares capital stock of any such class of equity securities of any issuer a competing business, whose securities are stock is traded on a national securities exchange or listed by NASDAQover-the-counter. Additionally, none of the National Quotation Bureau Incorporated above restrictions in Section 4(a) subsections (i) through (iv), shall apply to Employee's endeavors relating to companies which are either suppliers to the Company or any similar organizationof its subsidiaries (such as airlines, cruise lines, hotel operators, etc.) or customers of the Company or any of its subsidiaries, inasmuch as suppliers and customers of TSI are not deemed by the Company to be in direct competition with TSI or its subsidiaries. (b) Because of the difficulty of measuring economic losses to TSI as a result of a breach of the foregoing covenant, 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 his, 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); providedbut it is also the intent of TSI and Employee that such covenants be construed and enforced in accordance with the changing activities, howeverbusiness 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 employed hereunder, and 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 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 otherwise connected chargeable with a violation of this paragraph 4 if TSI (including TSI's subsidiaries) shall thereafter enter the same, similar or active in the business of the issuers described in this Section 6(a)a competitive (i) business, and (ii) Employee course of activities or (iii) location, as applicable. (d) The covenants in this paragraph 4 are severable and separate, and the unenforceability of any specific covenant shall be permitted, after the Employment Termination Date, to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-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 the use by any unrelated third party; provided that in either case Employee complies with affect the provisions of sub-sections 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 fullest extent which the court deems reasonable, and the Agreement shall be reformed in accordance therewith. All of the covenants in this paragraph 4 shall be construed as an agreement independent of any other provision in this Agreement, 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 period of two (b), (c2) and (d) years following termination of employment stated at the beginning of this Section 6 paragraph 4, during which the agreements and covenants of Employee made in connection therewiththis paragraph 4 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 4.

Non-Competition. Subject a. At all times during Employee’s employment hereunder, and for a period equal to the last sentence longer of this Section 6(a), the Employee agrees that during a period commencing on the date hereof and ending 12 months (i) one (1) year after the Employment Termination Date (the "Non-Competition Period"), he will not, except on behalf termination of employment with the Company or ADP or any of their respective affiliates(ii) three (3) years from the Effective Date, Employee shall not, 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 the date hereof or at any time during the Non-Competition Period) (the "Businesses"), or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged engage in any line of business competitive with the Businesses business, (a "Competitor") or (ii) solicit or refer, directly or indirectly, any clients or prospective clients of any services and/or products which are similar to those offered except where approved by the Company or ADP in writing in advance), whether as owner, operator, shareholder (at any time during the Non-Competition Period) to another provider except as a holder of such services, or (iii) promote, market or participate in the sale, lease or licensing of any equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained 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 Section 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, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two more than five percent (25%) or less of the outstanding shares stock of any such class of equity securities of any issuer whose securities are company traded on a national securities exchange or listed by NASDAQactively traded in a national over-the-counter market), director, partner, creditor, consultant, agent, employee or in any other capacity whatsoever that manufactures products or provides services that compete, in any material respect, directly with products or services of the National Quotation Bureau Incorporated Company (its affiliates, parents, subsidiaries or any similar organization; provided, however, that Employee not be otherwise connected with predecessors in interest) or active markets such products anywhere in the world where the Company (its affiliates, parents, subsidiaries or predecessors in interest) (i) is engaged in business of the issuers described in this Section 6(a), and 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 study or committed resources of the Company to investigate on or before the date of termination of Employee’s employment. Employee acknowledges that he has read the foregoing and agrees that the nature of the geographical restrictions are reasonable given the international nature of the Company’s business. In the event that these geographical or temporal restrictions are judicially determined to be unreasonable, the parties agree that these restrictions shall be permitted, after judicially reformed to the Employment Termination Date, to (A) provide consulting services to entities maximum restrictions which are not Competitors and (B) be employed on reasonable. b. Notwithstanding the provisions of the preceding Paragraph 10a., Employee may accept employment with a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-house products or services company that may would be deemed to be competitive with those offered by a competitor of the Company only if such (its affiliates, parents, subsidiaries or predecessors in interest) as described in the previous sentence (“Competitor”), so long as (i) the Competitor has had annual revenues of at least $1 billion in each of the prior two fiscal years, (ii) the Competitor’s revenues for products or services are used exclusively by such entity and are not directly or indirectly marketed or sold by such entity for the use by any unrelated third party; provided that maintenance in either case Employee complies direct competition with the provisions Company does not exceed 50% of sub-sections (b), (c) its total revenues and (diii) Employee’s responsibilities are solely for divisions or subsidiaries of this Section 6 the Competitor that do not compete with the Company (its affiliates, subsidiaries or predecessors in connection therewithinterest).

Non-Competition. Subject (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 last sentence of this Section 6(a), the Employee agrees that during a period commencing on Company after the date hereof and ending 12 months after during the Employment Termination Date 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 "Non-Competition Period")Company (and its Affiliates) and the Business; (v) the agreements and covenants contained in this Agreement are essential to protect the Company, he its Affiliates and the goodwill of the Business; (vi) Executive’s employment with the Company and/or its Affiliates has special, unique and 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 (vii) Executive has means to support Executive and Executive’s dependents other than by engaging in the Business, and the provisions of this Section 6 will not impair such ability. (b) Executive will not, except on behalf of during the Company or ADP or any of their respective affiliatesRestricted Period (as defined below), anywhere in the world (the “Restricted Territory”), directly or indirectly, indirectly (whether as an owner, partner, shareholder, agent, officer, director, stockholder, investor, partner, proprietor, business associate, employee, representative independent contractor, consultant, or otherwise) own, do operate, manage, control, invest in, perform services for, or engage or participate in any manner in, or 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 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 time from the date hereof until two (2) years after the termination for any reason of Executive’s employment relationship with the Company and/or any Affiliate or at any successor thereto (including any termination based on non-renewal of any employment agreement or arrangement). The Restricted Period shall be extended for a period equal to any time during the Non-Competition Period) (the "Businesses"), or promote, market, become or acquire an interest in, or associate period that Executive is in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses (a "Competitor") or (ii) solicit or refer, 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 equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained 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 violation of this Section 6(a) 6. Nothing contained in this Section 6 shall not be deemed violated by construed to prevent Executive from investing in the purchase and/or ownership by Employee of shares stock of any class of equity securities (or options, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded competing corporation listed on a national securities exchange or listed by NASDAQtraded in the over-the-counter market, the National Quotation Bureau Incorporated or any similar organization; provided, however, that Employee but only if Executive is not be otherwise connected with or active involved in the business of said corporation and if Executive and Executive’s associates (as such term is defined in Regulation 14(A) promulgated under the issuers described Securities Exchange Act of 1934, as in this Section 6(aeffect on the date hereof), and collectively, do not own more than an aggregate of one percent (ii) Employee shall be permitted, after the Employment Termination Date, to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-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 the use by any unrelated third party; provided that in either case Employee complies with the provisions of sub-sections (b), (c) and (d1%) of this Section 6 in connection therewiththe stock of such corporation.

Non-Competition. Subject to the last sentence of this Section 6(a), the Employee understands and agrees that during Employee’s employment with the Company, Employee will be provided access to specialized information related to Company Business and trade secrets, as well as the Company’s customers and their confidential information. Employee further agrees that if this information were used in competition against the Company, the Company would experience serious harm and the competitor would have a period commencing on unique advantage against the Company. Employee hereby covenants and agrees that (A) at no time during Employee’s employment with the Company and (B) at no time until the two years from the date hereof and ending 12 months after the Employment Termination Date of Employee’s termination (the "“Non-Competition Compete Period"”), he will notEmployee (i) develop, except on behalf of own, manage, operate, or otherwise engage in, participate in, represent in any way or be connected with, as officer, director, partner, owner, employee, agent, independent contractor, consultant, proprietor, stockholder or otherwise, any Competing Business in any geographic territory (within or outside the United States) in which the Company does business; or ADP or (ii) act in any of their respective affiliatesway, directly or indirectly, whether on behalf of any Competing Business, with the purpose or effect of soliciting, diverting or taking away any business, customer, client, supplier, or good will of the Company. The foregoing provisions shall not restrict Employee from (i) owning up to a 2% interest in a publicly traded company which is or engages in a Competing Business or (ii) acting as an officer, director, stockholder, investor, partner, proprietor, business associate, employee, representative agent, independent contractor or otherwiseconsultant to any company or business which engages in multiple lines of business, do one or more of which may be a Competing Business, if Employee has no direct or indirect involvement, oversight or responsibility with respect to the unit, division, group or other area of operations which cause such company or business to be a Competing Business. A “Competing Business” shall mean a company or business which is engaged, or intends to engage in, the manufacture, distribution, sale or marketing of any of the following acts: (i) provide services products which are competitive compete directly with the businesses Company’s products or services of the Brokerage Services Group of ADP (as such businesses are conducted on the date hereof or at any time during the Non-Competition Period) (the "Businesses"), or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses (a "Competitor") or (ii) solicit or refer, 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 servicesBusiness. Employee acknowledges that this covenant has a unique, or (iii) promotesubstantial, market or participate in the sale, lease or licensing of any equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything and immeasurable value to the contrary contained 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 Section 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, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organization; provided, however, that Employee not be otherwise connected with or active in the business of the issuers described in this Section 6(a), and (ii) Employee shall be permitted, after the Employment Termination Date, to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-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 the use by any unrelated third party; provided that in either case Employee complies with the provisions of sub-sections (b), (c) and (d) of this Section 6 in connection therewithCompany.

Non-Competition. Subject to (i) During the last sentence of this Section 6(a)Non-Compete Period, 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 Executive shall not, except on behalf of the Company or ADP or any of their respective affiliates, directly or indirectly, whether as an officer, director, stockholder, investor, partner, proprietor, business associate, employee, representative (A) solicit or otherwise, do encourage any client or customer of the following acts: Employer or a Company Affiliate, or any person or entity who was a client or customer within 180 days prior to Executive’s action to terminate, reduce or alter in a manner adverse to the Employer, any existing business arrangements with the Employer or a Company Affiliate or to transfer existing business from the Employer or a Company Affiliate to any other person or entity, (B) provide services anywhere in the United States to any entity if (i) provide services which are competitive with during the businesses or services preceding 12 months more than 5% of the Brokerage Services Group revenues of ADP (as such businesses are conducted on entity and its affiliates is derived from any business from which the date hereof or at any time Employer derived more than 5% of its revenue during the Non-Competition Period) (the "Businesses"), or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses such period (a "Competitor"“Material Business”) or (ii) solicit or refer, directly or indirectly, any clients or prospective clients of any the services and/or products which to be provided by the Executive are competitive with a Material Business and substantially 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 equipment or software by which services and/or products similar to those previously provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything Executive to the contrary contained 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 Section 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, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organizationMaterial Business; provided, however, that Employee following a Change in Control this Section 7(d)(i)(B)(i) shall not be otherwise connected with apply to the Executive, or active (C) own an interest in any entity described in subsection (B)(i) immediately above; provided, however, that Executive may own, as a passive investor, securities of any such entity that has outstanding publicly traded securities so long as his direct holdings in any such entity shall not in the business aggregate constitute more than 5% of the issuers described in voting power of such entity. For purposes of this Section 6(a7(d), a “client or customer” shall be limited to any actual borrower of the Employer (as set forth in the Employer’s CAM or substantially similar successor or related system) and any other entity in the “term sheet issued,” “term sheet executed” or “credit committee approved” categories listed in the Employer’s DealTracker or substantially similar successor or related system. The Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the Non-Compete Period, he will provide a copy of this Agreement to such entity, and such entity shall acknowledge to the Employer in writing that it has read this Agreement. The Executive acknowledges that this covenant has a unique, very substantial and immeasurable value to the Employer, that the Executive has sufficient assets and skills to provide a livelihood for the Executive while such covenant remains in force and that, as a result of the foregoing, in the event that the Executive breaches such covenant, monetary damages would be an insufficient remedy for the Employer and equitable enforcement of the covenant would be proper. (ii) Employee If the restrictions contained in Section 7(d)(i) shall be permitted, after the Employment Termination Date, to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) determined by any personcourt of competent jurisdiction to be unenforceable by reason of their extending for too great a period of time or over too great a geographical area or by reason of their being too extensive in any other respect, firm, corporation, partnership or other entity Section 7(d)(i) shall be modified to provide be effective for such entity in-house products or services that the maximum period of time for which it may be deemed enforceable and over the maximum geographical area as to which it may be competitive with those offered by enforceable and to 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 the use by any unrelated third party; provided that maximum extent in either case Employee complies with the provisions of sub-sections (b), (c) and (d) of this Section 6 in connection therewithall other respects as to which it may be enforceable.

Non-Competition. Subject 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 last sentence 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 this Section 6(a)the Employee’s employment 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 a period of 12 months immediately thereafter, 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 Employee will not, except on behalf of the Company or ADP or any of their respective affiliates, directly or indirectly, other than through the Company, engage or participate (or prepare to engage or participate), in any manner, whether as directly or indirectly through an employee, employer, consultant, agent, principal, partner, more than 1% shareholder, officer, director, stockholderlicensor, investorlender, partnerlessor or in any other individual or representative capacity, proprietorin any business or activity which is in competition with the business of the Company Group in the leasing, business associateacquiring, employeeexploring or producing hydrocarbons and related products within the boundaries of, representative or otherwisewithin a ten-mile radius of the boundaries of, do any mineral property interest of any member of the Company Group (including, without limitation, a mineral lease, overriding royalty interest, production payment, net profits interest, mineral fee interest or option or right to acquire any of the following acts: (i) provide services which are competitive with the businesses foregoing, or services an area of mutual interest as designated pursuant to contractual agreements between any member of the Brokerage Services Company Group of ADP (as such businesses are conducted on the date hereof or at and any time during the Non-Competition Period) (the "Businesses"third party), or promote, market, become or acquire an interest in, or associate in a business relationship with, any other personproperty on which any of the Company Group has an option, corporationright, firmlicense or authority to conduct or direct exploratory activities, partnership such as three-dimensional seismic acquisition or other seismic, geophysical and geochemical activities (but not including any preliminary geological mapping), provided that the foregoing will not restrict the Employee from obtaining post-termination employment with an entity whatsoever who is or may be engaged that only has de minimis operations in any line the restricted territory (as determined by the Board in good faith); provided that, this Section 7.4 will not preclude the Employee from making passive investments in securities of business competitive with the Businesses (a "Competitor") or (ii) solicit or refer, directly or indirectly, any clients or prospective clients of any services and/or products oil and gas companies 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 equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained hereinregistered on a national stock exchange, 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 Section 6(a) shall not be deemed violated aggregate amount owned by the purchase and/or ownership by Employee and her spouse and children, if any, does not exceed 1% of shares of any class of equity securities (or options, warrants or rights to acquire such company’s outstanding securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organization; provided, however, that Employee not be otherwise connected with or active in the business of the issuers described in this Section 6(a), and (ii) Employee shall be permitted, after the Employment Termination Date, to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for aggregate amount invested in such entity in-house products or services that may be deemed to be competitive with those offered investments by the Company only if such products or services are used exclusively by such entity Employee and are her spouse and children does not directly or indirectly marketed or sold by such entity for the use by any unrelated third party; provided that in either case Employee complies with the provisions of sub-sections (b), (c) and (d) of this Section 6 in connection therewithexceed $1,000,000.

Non-Competition. Subject to Each of the last sentence 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 this Section 6(a), the Employee oil and gas industry for acquisition opportunities. Each of the Members agrees that during the period that it is a period commencing on the date hereof and ending 12 months after the Employment Termination Date (the "Non-Competition Period")Member, he will it shall not, except on behalf of the Company or ADP or any of their respective affiliates, directly or indirectly, whether use any of the confidential information it receives as an officera Member or which its designee receives as a Director of the Company or as the Oxy Observer to compete with, directoror engage in or become interested financially in as a principal, stockholder, investoremployee, partner, proprietorshareholder, business associateagent, employeemanager, representative or otherwiseowner, do advisor, lender, guarantor of 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 the date hereof or at any time during the Non-Competition Period) (the "Businesses"), or promote, market, become or acquire an interest in, or associate Person that competes in a business relationship North America with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of the business competitive with the Businesses (a "Competitor") or (ii) solicit or refer, directly or indirectly, any clients or prospective clients of any services and/or products which are similar to those offered conducted 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 equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained 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 Section 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, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organizationits Subsidiaries; provided, however, that Employee when a Member engages in such activities, there shall be no presumption of misuse of such confidential information solely because a Representative or 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 such activities or business; and (iii) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, First Reserve, EMG, Oxy and their respective Affiliates (A) shall not be otherwise connected with prohibited, by virtue of its status as a Member or active its designation of a Director or an observer, from pursuing or engaging in such Institutional Investments described in clause (i) above or activities or interests described in clause (ii) above, as applicable; (B) shall not be obligated, or have a duty, to inform or present to the business Company or any of its Subsidiaries, of any opportunity, relationship or investment (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 to have breached this Section 11.1 or any duty (if any), whether express or implied by law, to, the Company or its Affiliates or any other Member by reason of such Member’s (or any of its Representative’s or equity holder’s) involvement in such activities or interests; provided, that in all cases, such Institutional Investments are not in violation of the issuers described provisions of Section 10.4 or the second sentence of this Section 11.1. Each of the Members confirms that the restrictions in this Section 6(a), 11.1 are reasonable and (ii) Employee shall be permitted, after valid and all defenses to the Employment Termination Date, to (A) provide consulting services to entities which strict enforcement thereof are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) hereby waived by any person, firm, corporation, partnership or other entity to provide for such entity in-house products or services that may be deemed to be competitive with those offered by each of 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 the use by any unrelated third party; provided that in either case Employee complies with the provisions of sub-sections (b), (c) and (d) of this Section 6 in connection therewithMembers.

Non-Competition. Subject a. 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 trade secrets, valuable confidential business and professional information, substantial relationships with prospective and existing customers and clients, and specialized training provided to the last sentence Participant and other employees of this Section 6(a), the Employee 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 a period commencing on the date hereof and ending 12 months of two (2) years after the Employment Termination Date termination thereof (the "Non-Competition “Restriction Period"), he ”): (i) The Participant will not, except on behalf not directly or indirectly engage in any business substantially similar to any line of business conducted by the Company or ADP or any of their respective affiliatesits Affiliates, directly or indirectlyincluding, whether but not limited to, where such engagement is as an officer, director, stockholderproprietor, investoremployee, partner, proprietorinvestor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), business associateconsultant, employeeadvisor, representative agent or otherwisesales representative, do 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 accept business from any customer or prospective customer of the following actsCompany or any of its Affiliates; (iii) The Participant will not directly or indirectly induce any employee of the Company or any of its Affiliates to: (i1) provide services engage in any activity or conduct which are competitive is prohibited pursuant to subparagraph 8.1(a); or (2) terminate such employee’s employment with the businesses Company or services any of its Affiliates. Moreover, the Brokerage Services Group of ADP Participant will not directly or indirectly employ or offer employment (as such businesses are conducted on the date hereof or at in connection with any time during the Non-Competition Period) (the "Businesses"), or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in substantially similar to any line of business competitive with the Businesses (a "Competitor") or (ii) solicit or refer, directly or indirectly, any clients or prospective clients of any services and/or products which are similar to those offered conducted by the Company or ADP (at any time during the Non-Competition Periodof its Affiliates) to another provider of such services, or (iii) promote, market or participate in the sale, lease or licensing of any equipment or software by which services and/or products similar to those provided person who was employed by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything of its Affiliates unless such person shall have ceased to the contrary contained 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 Section 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, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organization; provided, however, that Employee not be otherwise connected with or active in the business of the issuers described in this Section 6(a), and (ii) Employee shall be permitted, after the Employment Termination Date, to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-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 any of its Affiliates for a period of at least 12 months; and (iv) The Participant will not directly or indirectly marketed assist others in engaging in any of the activities, which are prohibited under subparagraphs (a) — (c) above. Notwithstanding the foregoing, if the Restriction Period set forth herein is shorter in 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 be the Restriction Period for all such prior Award Agreements and related Awards. Similarly, 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 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 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or sold by such entity for territory or any other restriction contained in this Agreement is an unenforceable restriction against the use by any unrelated third party; provided that in either case Employee complies with Participant, the provisions of sub-sections (b)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, (c) if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and (d) such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. The restrictive covenants set forth in this Section 6 8 shall be extended by any amount of time that the Participant is in connection therewithbreach of such covenants, such that the Company receives the full benefit of the time duration set forth above.

Non-Competition. Subject 1.1 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 trade secrets, valuable confidential business and professional information, substantial relationships with prospective and existing customers and clients, and specialized training provided to the last sentence Participant and other employees of this Section 6(a), the Employee 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 a period commencing on the date hereof and ending 12 months of two (2) years after the Employment Termination Date termination thereof (the "Non-Competition “Restriction Period"), he ”): (a) The Participant will not, except on behalf not directly or indirectly engage in any business substantially similar to any line of business conducted by the Company or ADP or any of their respective affiliatesits Affiliates, directly or indirectlyincluding, whether but not limited to, where such engagement is as an officer, director, stockholderproprietor, investoremployee, partner, proprietorinvestor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), business associateconsultant, employeeadvisor, representative agent or otherwisesales representative, do 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 accept business from any customer or prospective customer of the following actsCompany or any of its Affiliates; (c) The Participant will not directly or indirectly induce any employee of the Company or any of its Affiliates to: (i1) provide services engage in any activity or conduct which are competitive is prohibited pursuant to subparagraph 8.1(a); or (2) terminate such employee’s employment with the businesses Company or services any of its Affiliates. Moreover, the Brokerage Services Group of ADP Participant will not directly or indirectly employ or offer employment (as such businesses are conducted on the date hereof or at in connection with any time during the Non-Competition Period) (the "Businesses"), or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in substantially similar to any line of business competitive with the Businesses (a "Competitor") or (ii) solicit or refer, directly or indirectly, any clients or prospective clients of any services and/or products which are similar to those offered conducted by the Company or ADP (at any time during the Non-Competition Periodof its Affiliates) to another provider of such services, or (iii) promote, market or participate in the sale, lease or licensing of any equipment or software by which services and/or products similar to those provided person who was employed by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything of its Affiliates unless such person shall have ceased to the contrary contained 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 Section 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, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organization; provided, however, that Employee not be otherwise connected with or active in the business of the issuers described in this Section 6(a), and (ii) Employee shall be permitted, after the Employment Termination Date, to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-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 any of its Affiliates for a period of at least 12 months; and (d) The Participant will not directly or indirectly marketed assist others in engaging in any of the activities, which are prohibited under subparagraphs (a) — (c) above. Notwithstanding the foregoing, if the Restriction Period set forth herein is shorter in 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 be the Restriction Period for all such prior Award Agreements and related Awards. Similarly, 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 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 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or sold by such entity for territory or any other restriction contained in this Agreement is an unenforceable restriction against the use by any unrelated third party; provided that in either case Employee complies with Participant, the provisions of sub-sections (b)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, (c) if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and (d) such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. The restrictive covenants set forth in this Section 6 8 shall be extended by any amount of time that the Participant is in connection therewithbreach of such covenants, such that the Company receives the full benefit of the time duration set forth above.

Non-Competition. Subject In consideration for the issuance to the last sentence Harris 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 shares of the Company or ADP or any pursuant to the Formation Agreement and the performance by Stratex of their respective affiliatesits obligations under the Agreements (collectively, 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 the date hereof or at any time during the “Non-Competition Period) (the "Businesses"Compete Consideration”), or promoteHarris agrees that, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses (a "Competitor") or (ii) solicit or refer, 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 equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained 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 of this Agreement and ending on the fourth fifth anniversary of the Effective Date. Notwithstanding anything date hereof, H▇▇▇▇▇ will not, and will not permit any of its Subsidiaries to (a) engage, directly or indirectly, in the contrary contained hereinRestricted Business, (ib) form any Person other than the foregoing provisions of this Section 6(aCompany and its Subsidiaries (a “Covered Person”) shall not be deemed violated by or change or extend the purchase and/or ownership by Employee of shares current business activities of any class existing Covered Person for the purpose of equity securities engaging, directly or indirectly, in the Restricted Business or (c) invest, directly or optionsindirectly, warrants in any Covered Person engaged, directly or rights to acquire such securitiesindirectly, or in the Restricted Business in any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organizationmaterial respect; provided, however, that Employee not be otherwise connected with or active notwithstanding the foregoing H▇▇▇▇▇ and/or its Subsidiaries may (i) collectively own less than 20% of the total equity interests in any Covered Person engaged in the business Restricted Business as long as none of the issuers described employees of H▇▇▇▇▇ or any of its 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 retirement 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 business 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, as applicable, total revenues (based on its latest annual audited financial statements, if available) and (y) such Covered Person or 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 6(a)2 shall in no way prohibit H▇▇▇▇▇ and/or its Subsidiaries from, (a) purchasing and reselling products produced by, and (ii) Employee shall be permittedmarked with the brands of, after an Unaffiliated Person in connection with the Employment Termination Datesale, to (A) provide consulting services to entities which are not Competitors and (B) be employed on service, design or maintenance of a full-time basis (i.e.system that contains or uses microwave radios or related components, not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-house products systems or services that may be deemed to be competitive with those offered by the Company only if such products or (b) developing, manufacturing, distributing or selling microwave radios or related components, systems or services are used exclusively by such entity and are not directly or indirectly marketed or sold by such entity for the use by any unrelated third party; provided that in either case Employee complies with the provisions of sub-sections (b), (c) and (d) of this Section 6 in connection therewithGovernment Entities.

Non-Competition. Subject to (1) During the last sentence of this Section 6(a)term hereof, without approval by the Board, 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 or ADP or any of their respective affiliates, directly or indirectly, whether (i) engage or become interested, directly or indirectly, as an officerowner, employee, director, stockholderpartner, investorconsultant, through stock ownership (except ownership of 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 property, rendering of services, or otherwise, either alone or in association with others, in any business which competes directly or indirectly 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 become interested, directly or indirectly, as owner, employee, director, partner, proprietorconsultant, business associatethrough stock ownership (except ownership of not more than five percent (5%) of any class of securities of a corporation which is publicly traded), employeeinvestment of capital, representative lending of money or property, rendering of services, or otherwise, do either alone or in association with others, in any healthcare real estate investment trust financing business which competes directly and materially with the business 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 the date hereof or at any time during the Non-Competition Period) (the "Businesses"), or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses (a "Competitor") Employer or (ii) solicit any of the Employer's employees to leave the employ of the Employer or refer, directly or indirectly, employ 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 servicesemployees, or (iii) promote, market or participate in the sale, lease or licensing of any equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, except for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained herein, if the Company terminates the Employee's employment hereunder pursuant administrative assistant. The Employee recognizes and acknowledges that his obligations under this Section 5.1(b) are limited to Section 5(a)(vthe geographic areas in which the Employer is doing business at the time of the expiration or termination of this Agreement. (3) hereofAs used in Sections 5.1, 5.2, 7.2 and 7.3, the term "Non-Competition PeriodEmployer" shall be defined as the period commencing mean Meditrust Corporation or its subsidiaries and affiliates. The restrictions 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 Section 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, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organization; provided, however, that Employee not be otherwise connected with or active in the business of the issuers described set forth in this Section 6(a), and (ii) Employee 5.1 shall be permitted, after not apply in the Employment case of a Termination Date, to (A) provide consulting services to entities which are not Competitors and (B) be employed on Upon a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-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 the use by any unrelated third party; provided that Change in either case Employee complies with the provisions of sub-sections (b), (c) and (d) of this Section 6 in connection therewithControl.

Non-Competition. Subject to the last sentence of this (a) Except as provided in Section 6(a5.5(b), during the Employee agrees that during a period commencing beginning on the date hereof Distribution Date and ending 12 months after on the Employment Termination Date (the "Non-Competition Period"), he will not, except on behalf second anniversary of the Company or ADP or Distribution Date, neither Computer Sciences GS nor any of their respective affiliatesits controlled Affiliates will own, directly or indirectlymanage, whether as an officeroperate, 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 the date hereof or at any time during the Non-Competition Period) (the "Businesses"), or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses (a "Competitor") or (ii) solicit or refer, 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 control or participate in the saleownership, lease management, operation or licensing control of any equipment company engaged in the CSC State and Local Field in the Territory. (b) Nothing contained in the Agreement shall prohibit Computer Sciences GS or software by which services and/or products similar to those provided by the Company its Affiliates from: (i) acquiring or ADP (at any time during the Non-Competition Period) can be performed, to, for holding shares of capital stock or with any person, corporation, firm, a partnership or other entity whatsoever. Notwithstanding anything to equity interest in any Person that engages in the contrary contained hereinCSC State and Local Field in the Territory, 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 Section 6(a) shall not be deemed violated by the purchase and/or ownership by Employee of where such shares of any class of equity securities (or options, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two interest represent no more than ten percent (210%) or less of the outstanding shares of any voting power in such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organizationPerson; provided, however, that Employee in any such case, such shares or interests are purchased and/or held solely for investment purposes and Computer Sciences GS or its Affiliates are not be otherwise connected with in control of such Person; (ii) acquiring (whether by merger, consolidation, stock or active in asset purchase or other similar transaction) all or substantially all of the business of any Person 20% or less of whose revenues is derived from the issuers described in this Section 6(a)CSC State and Local Field within the Territory; provided, and (ii) Employee shall be permittedhowever, after the Employment Termination Datethat, to (A) provide consulting services within six (6) months after its acquisition, Computer Sciences GS or its Affiliates shall use all commercially reasonable efforts to entities sell the portion of the business of such Person which are not Competitors is then operating in the CSC State and Local Field within the Territory, and (B) with respect to such portion, CSC shall be employed given a first right of refusal to purchase such portion on a full-time basis the same terms and conditions as offered by Computer Sciences GS or controlled affiliates to any prospective purchaser; (i.e., not on an independent contracting basisiii) by any person, firm, corporation, partnership marketing or other entity to provide for such entity in-house selling its own products or services that may are not in the CSC State and Local Field within the Territory. (c) Except as provided in Section 5.5(d), during the period beginning on the Distribution Date and ending on the second anniversary of the Distribution Date, neither CSC nor any of its controlled Affiliates will own, manage, operate, control or participate in the ownership, management, operation or control of any company engaged in the Computer Sciences GS Field in the Territory. (d) Nothing contained in the Agreement shall prohibit CSC or its Affiliates from: (i) acquiring or holding shares of capital stock or a partnership or other equity interest in any Person that engages in the Computer Sciences GS Field in the Territory, where such shares or interest represent no more than ten percent (10%) of the outstanding voting power in such Person; provided, however, that in any such case, such shares or interests are purchased and/or held solely for investment purposes and CSC or its Affiliates are not in control of such Person; (ii) acquiring (whether by merger, consolidation, stock or asset purchase or other similar transaction) all or substantially all of the business of any Person 20% or less of whose revenues is derived from the Computer Sciences GS Field within the Territory; provided, however, that, (A) within six (6) months after its acquisition, CSC or its Affiliates shall use all commercially reasonable efforts to sell the portion of the business of such Person which is then operating in the Computer Sciences GS Field within the Territory, and (B) with respect to such portion, Computer Sciences GS shall be deemed given a first right of refusal to be competitive with those purchase such portion on the same terms and conditions as offered by the Company only if such CSC or controlled affiliates to any prospective purchaser; (iii) marketing or selling its own products or services are used exclusively by such entity and that are not directly or indirectly marketed or sold by such entity for in the use by any unrelated third party; provided that in either case Employee complies with Computer Sciences GS Field within the provisions of sub-sections (b), (c) and (d) of this Section 6 in connection therewithTerritory.

Non-Competition. Subject to the last sentence (a) The term of this Section 6(a), the Employee agrees that during Non-Competition (herein so called) shall be for a period commencing term beginning on the date hereof and ending 12 months after continuing until the Employment Termination first anniversary of the Date (of Termination; provided, however, that if the "Executive's employment is terminated by the Company other than for Cause or by the Executive for Good Reason the term of Non-Competition Period")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. (b) During the term of Non-Competition, he the Executive will not, except on behalf not (other than for the benefit of the Company or ADP or any of their respective affiliates, pursuant to this Agreement) directly or indirectly, whether individually or as an officer, director, stockholderemployee, investorshareholder, equity owner, consultant, contractor, partner, proprietorjoint venturer, business associateagent, employeeequity owner or in any capacity whatsoever, representative or otherwise, do any of the following acts: (i) provide services engage in the operation of any AM or FM radio station within 50 miles of any transmission site on which are competitive with Capstar or any of its direct or indirect subsidiaries operates a radio station at the businesses or services Date of the Brokerage Services Group of ADP Termination (as such businesses are conducted on the date hereof or at any time during the Non-Competition Period) (the a "BusinessesCompeting Business"), or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses (a "Competitor") or (ii) hire, attempt to hire, contact or solicit with respect to hiring any employee of Capstar or refer, directly any of its direct 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 servicesindirect subsidiaries, or (iii) promotedivert or take away any customers or suppliers of Capstar or any of its direct or indirect subsidiaries. Notwithstanding the foregoing, market or 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 the sale, lease or licensing of such competing business in any equipment or software by which services and/or products similar to those provided way prohibited by the Company or ADP preceding clause. (at any time during c) During the term of Non-Competition Period) can be performedCompetition, the Executive will not use the Executive's access to, knowledge of, or application of Confidential Information to perform any duty for any Competing Business; it being understood and agreed to that this Section 9(c) shall be in addition to and not be construed as a limitation upon the covenants in Section 9(b) hereof. (d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in 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. (e) If any court determines that any portion of this Section 9 is invalid or with any personunenforceable, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything the remainder of this Section 9 shall not thereby be affected and shall be given full effect without regard to the contrary contained 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 invalid provisions. If any court construes any of the Effective Date. Notwithstanding anything to the contrary contained herein, (i) the foregoing provisions of this Section 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, warrants or rights to acquire such securities9, or any securities convertible into such securities) representing (together with any securities which would part thereof, to be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less unreasonable because of the outstanding shares duration or scope of any such class provision, such court shall have the power to reduce the duration or scope of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organization; provided, however, that Employee not be otherwise connected with or active in the business of the issuers described in this Section 6(a), such provision and (ii) Employee shall be permitted, after the Employment Termination Date, to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for enforce such entity in-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 the use by any unrelated third party; provided that in either case Employee complies with the provisions of sub-sections (b), (c) and (d) of this Section 6 in connection therewithprovision as so reduced.

Non-Competition. Subject A. Employee acknowledges that the services rendered to the last sentence Schools prior to the purchase and the knowledge obtained as a result of such services and such employment were of a special and unusual character and have a unique value to the Schools. In view of the unique value of the services, and as a material inducement to EMI and Acquisition to enter into this Section 6(a)Agreement and to pay to her the consideration referred to below, the Employee covenants and agrees that during a period commencing on the date hereof and ending 12 months she will not, after the Employment Termination Date effective date of the Purchase (i) directly or indirectly engage in any business anywhere within 50 miles of the boundaries of the state of New Hampshire (the "Non-Competition PeriodArea") if such business teaches courses similar to those taught by EMI or Acquisition or any affiliate or subsidiary of EMI ("Affiliate") in the state of New Hampshire ("Prohibited Activities"); (ii) become associated as manager, he will not, except on behalf of the Company or ADP or any of their respective affiliates, directly or indirectly, whether as an officer, director, stockholder, investor, partner, proprietor, business associatesupervisor, employee, representative consultant, advisor, or otherwise, do any stockholder owning more than 5% of the following acts: (i) provide services which are competitive with the businesses or services outstanding stock of the Brokerage Services Group of ADP (as such businesses are conducted on the date hereof or at any time during the Non-Competition Period) (the "Businesses"), or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses (a "Competitor") or (ii) solicit or refer, 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 company or participate in the salemanagement or direction of a company or otherwise with any person, lease corporation or licensing entity engaging in Prohibited Activities anywhere within the Area; (iii) call upon any of Acquisition's, EMI's or any of EMI's subsidiary schools' students, teachers or referral sources for the promotion of any equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, Prohibited Activities for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to within the contrary contained hereinArea, 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 terminates the Employee's employment hereunder pursuant to covenants or agreements contained in this Section 5(a)(v) hereof2, the "Non-Competition Period" EMI and/or Acquisition shall be defined 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 has carefully read and considered 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 Section 6(aand 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) shall not be deemed violated by are fair and reasonable and are reasonably required for the purchase and/or ownership by Employee of shares of any class of equity securities (or options, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less protection of the outstanding shares interests of EMI, Acquisition, its officers, directors, and other employees. D. In the event that, notwithstanding the foregoing, any such class of equity securities the provisions of any issuer whose securities are traded on a national securities exchange this Section or listed by NASDAQSection 1 shall be held to be invalid or unenforceable, the National Quotation Bureau Incorporated remaining provisions thereof shall nevertheless continue to be valid and enforceable as though invalid or unenforceable parts had not been included therein. In the event that any similar organization; provided, however, that Employee not be otherwise connected with or active in the business provision of the issuers described in this Section 6(a), and (ii) Employee relating to time period and/or areas of restriction shall be permitted, after the Employment Termination Datedeclared by a panel of arbitrators or a court of competent jurisdiction if such court refuses to refer such matter to arbitration, to (A) provide consulting services to entities which are not Competitors exceed the maximum time period or areas such panel or court deems reasonable and (B) be employed on a full-enforceable, said time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-house products or services that may period and/or areas of restriction shall be deemed to be competitive with those offered by become, and thereafter be, the Company only if maximum time period and/or area which such products panel or services are used exclusively by such entity court deems reasonable and are not directly or indirectly marketed or sold by such entity for the use by any unrelated third party; provided that in either case Employee complies with enforceable. E. With respect to the provisions of sub-sections (b)this Section, (c) and (d) Employee agrees that damages, by themselves, are an inadequate remedy at law, that a material breach of the provisions of this Section 6 would cause irreparable injury to the aggrieved party, and that the provisions of this Section 2 may be specifically enforced by injunction or similar remedy in connection therewith.any court of competent jurisdiction without affecting any claim for damages, provided that any such injunction shall either be preliminary in nature, enjoining such activity pending the outcome of arbitration as provided for in Section 4 of this Agreement, or be in assistance of the final determination of the arbitrators as provided for in such Section. Employee agrees that such injunction may be issued without the necessity of bond. CONSIDERATION

Non-Competition. Subject to the last sentence of this Section 6(a), the Employee The Optionee covenants and agrees that during the Optionee’s Employment and for a period commencing of twelve (12) months (and such period shall be tolled on a day-to-day basis for each day during which the date hereof and ending 12 months after Optionee participates in any activity in violation of the Employment Termination Date (restrictions set forth in this Section 5(a)) following the "Non-Competition Period")Optionee’s termination of Employment, he will not, except on behalf whether such termination occurs at the insistence of the Company or ADP its Affiliates or any of their respective affiliatesthe Optionee (for whatever reason), the Optionee will not, directly or indirectly, whether 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, director, stockholderemployee, investor, principal, joint venturer, shareholder, partner, proprietordirector, business associateconsultant, employeeagent or otherwise with, representative or have any financial interest (through stock or other equity ownership, investment of capital, the lending of money or otherwise) in, do any of the following acts: (i) provide services which are competitive business, venture or activity that directly or indirectly competes, or is in planning, or has undertaken any preparation, to compete, with the businesses or services Business of the Brokerage Services Group of ADP (as such businesses are conducted on the date hereof or at any time during the Non-Competition Period) (the "Businesses"), or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses (a "Competitor") or (ii) solicit or refer, 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 any of its Immediate Affiliates (at any time during the Non-Competition Period) to another provider of Person who engages in any such servicesbusiness venture or activity, or (iii) promotea “Competitor”), market or participate except that nothing contained in the sale, lease or licensing of any equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained 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 Section 6(a5(a) shall not be deemed violated by prevent the purchase and/or Optionee’s wholly passive ownership by Employee of shares of any class of equity securities (or options, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are Competitor that is a publicly-traded on a national securities exchange or listed by NASDAQcompany. For purposes of this Section 5(a), the National Quotation Bureau Incorporated “Business of the Company or any similar organizationof 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) months immediately preceding the Optionee’s termination of Employment; provided, howeverthat the term “Competitor” shall not include any business, that Employee not be otherwise connected 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 active in the business activity) are less than ten percent (10%) of the issuers described in aggregate gross receipts of such businesses, ventures or activities. For purposes of this Section 6(a5(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) Employee shall be permitted, after the Employment Termination Date, a parent to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-house products or services that may be deemed to be competitive with those offered by the Company only if or (iii) a direct or indirect subsidiary of such products or services are used exclusively by such entity and are not directly or indirectly marketed or sold by such entity for the use by any unrelated third party; provided that in either case Employee complies with the provisions of sub-sections (b), (c) and (d) of this Section 6 in connection therewitha parent.

Non-Competition. Subject to The Executive acknowledges that there is a worldwide market for the last sentence products of this Section 6(a)the Company and its Subsidiaries, that the Company and its Subsidiaries engage in one or more facets of their respective businesses throughout the world, and that the Company and its Subsidiaries compete with other Persons in the business of the Company and its Subsidiaries located in jurisdictions throughout the world, including, without limitation, the Employee territorial United States. During the Employment Period and for a period of 12 months thereafter or the Severance Period, whichever is longer, the Executive 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 or ADP or any of their respective affiliates, directly or indirectly, engage in or have any interest in any sole proprietorship, partnership, corporation, limited liability company or business or any other Person (other than the Company and its Subsidiaries), whether as an employee, officer, director, stockholder, investor, partner, proprietoragent, business associatesecurity holder, employee, representative consultant or otherwise, do any of the following acts: (i) provide services which are competitive with the businesses that directly or services of the Brokerage Services Group of ADP (as such businesses are conducted on the date hereof or at any time during the Non-Competition Period) (the "Businesses"), or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who indirectly is or may be engaged in any line of business competitive with the Businesses (a "Competitor") or (ii) solicit or refer, directly or indirectly, any clients or prospective clients of any services and/or products in which are similar to those offered by the Company or ADP (at any time during the Non-Competition Period) to another provider of such servicesits Subsidiaries is then engaged, or (iii) promote, market or participate in the sale, lease or licensing of any equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained 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 Section 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, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organizationterritorial United States; provided, however, that Employee (i) the provisions of this §7(a) shall not be otherwise connected with or active apply in the business event that the Employment Period is terminated by reason of the issuers described in expiration of this Section 6(a)Agreement on the third anniversary hereof or any extension date agreed to by the Executive and the Company, and (ii) Employee nothing herein shall be permitted, after the Employment Termination Date, to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-house products or services that may be deemed to be competitive with those offered by prevent the Company only if such products Executive from acquiring through market purchases and owning, solely as an investment, less than one percent in the aggregate of the equity securities of any class of any issuer whose shares are registered under Section 12(b) or services are used exclusively by such entity 12(g) of the Securities Exchange Act, 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 Quotations System, or any similar system of automated dissemination of quotations of securities prices in common use, so long as he is not directly or indirectly marketed or sold by such entity for a member of any “control group” (within the use by any unrelated third party; provided that in either case Employee complies with meaning of the provisions rules and regulations of sub-sections (bthe United States Securities and Exchange Commission), (c) and (d) of this Section 6 in connection therewith.

Non-Competition. Subject to a. Executive acknowledges and recognizes the last sentence highly competitive nature of this Section 6(a), the Employee businesses of the Company and its affiliates and accordingly agrees as follows: (1) Executive agrees that during a period commencing on the term of employment and until the first anniversary of the date hereof and ending 12 months after of termination of Executive’s employment with the Employment Termination Date Company or any subsidiary of the Company, as the case may be (the "“Non-Competition Period"”), he the Executive will notnot directly or indirectly, except on behalf (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 Company time of termination of Executive’s employment (a “Competitive Business”), (ii) enter the employ of, or ADP render any services to, any person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any of their respective affiliatesperson engaged in a Competitive Business, directly or indirectly, whether as an individual, partner, shareholder, officer, director, stockholderprincipal, investoragent, partnertrustee or consultant, proprietor, or (iv) interfere with business associate, employee, representative relationships (whether formed before or otherwise, do after the date of this Agreement) between the Company or any of its Affiliates and customers, suppliers, partners, members or investors of the following acts: 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 (i) provide services is not a controlling person of, or a member of a group which are competitive with the businesses controls, such person and (ii) does not, directly or services indirectly, own 5% or more of the Brokerage Services Group any class of ADP securities of such person. (as such businesses are conducted on the date hereof or at any time 2) Executive further agrees that during the Non-Competition Period) (the "Businesses"), or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses (a "Competitor") or (ii) solicit or referExecutive will not, directly or indirectly, (i) solicit or encourage any clients employee of the Company or prospective clients its Affiliates to leave the employment of the Company or its Affiliates, (ii) hire any services and/or products which are similar to those offered such employee who was employed by the Company or ADP (at any time during its Affiliates as of the Non-Competition Period) date of Executive’s termination of employment with the Company or who left the employment of the Company or its Affiliates within one year prior to another provider or after the termination of such servicesExecutive’s employment with the Company, or (iii) promote, market solicit or participate in the sale, lease or licensing of any equipment or software by which services and/or products similar encourage to those provided by cease to work with the Company or ADP (at its Affiliates any time during consultant then under contract with the Non-Competition Period) can Company or its Affiliates. b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 8 to be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained hereinreasonable, if a final judicial determination is made by a court of competent jurisdiction that the Company terminates the Employee's employment hereunder pursuant to Section 5(a)(v) hereoftime or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, 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 Section 6(a) Agreement shall not be rendered void but shall be deemed violated by 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 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 purchase and/or ownership by Employee of shares enforceability of any class of equity securities (or options, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organization; provided, however, that Employee not be otherwise connected with or active in the business of the issuers described in this Section 6(a), and (ii) Employee shall be permitted, after the Employment Termination Date, to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-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 the use by any unrelated third party; provided that in either case Employee complies with the provisions of sub-sections (b), (c) and (d) of this Section 6 in connection therewithrestrictions contained herein.

Non-Competition. Subject to Employee acknowledges and recognizes the last sentence highly competitive nature of this Section 6(a)the businesses of the Company and its affiliates and accordingly agrees as follows: (a) During the Period of Employment and, the Employee agrees that during for a period commencing on of two (2) years following the date hereof and ending 12 months after Employee ceases to be employed by the Employment Termination Date Company for any reason (the "Non-Competition Restricted Period"), he Employee will not, except on behalf directly or indirectly, (i) engage in any business for Employee's own account that competes with the business of the Company or ADP its affiliates (including, without limitation, businesses which the Company or its affiliates have specific plans to conduct in the future and as to which Employee is aware of such planning), (ii) enter the employ of, or render any services to, any person engaged in any business that competes with the business of their respective 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, whether as an individual, partner, shareholder, officer, director, stockholderprincipal, investoragent, partnertrustee or consultant, proprietor, or (iv) interfere with business associate, employee, representative relationships (whether formed before or otherwise, do after the date of this Agreement) between the Company or any of the following acts: (i) provide services which are competitive with the businesses its affiliates and customers, suppliers, partners, members or services investors of the Brokerage Services Group of ADP Company or its affiliates. (as such businesses are conducted on b) Notwithstanding anything to the date hereof or at any time during the Non-Competition Period) (the "Businesses")contrary in this Agreement, or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses (a "Competitor") or (ii) solicit or referEmployee may, 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 servicesown, or (iii) promotesolely as an investment, market or participate in the sale, lease or licensing of any equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained 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 Section 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, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organization; provided, however, that Employee not be otherwise connected with or active person engaged in the business of the issuers described in this Section 6(a)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, directly or indirectly, own five percent (5%) or more of any class of securities of such person. (c) During the Restricted Period, Employee shall be permittedwill not, after directly or indirectly, (i) solicit or encourage any employee of the Employment Termination DateCompany or its affiliates to leave the employment of the Company or its affiliates, to or (Aii) provide consulting services to entities which are not Competitors and (B) be hire any such employee who was employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-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 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 affiliates within one (1) year prior to or after the termination of Employee's employment with the Company. (d) During the Restricted Period, Employee will not, directly or indirectly marketed indirectly, solicit or sold encourage to 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 agreed that although Employee and the Company consider the restrictions contained in this Section 12 to be reasonable, if a final judicial determination is made by such entity for a court of competent jurisdiction that the use by time or territory or any unrelated third party; provided that other restriction contained in either case Employee complies with this Agreement is an unenforceable restriction against Employee, the provisions of sub-sections (b)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, (c) if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and (d) such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of this Section 6 in connection therewithany of the other restrictions contained herein.

Non-Competition. Subject to During Employee’s service with Evercore and the last sentence 12-month period immediately following cessation of this Section 6(a)that service for any reason, 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 directly or indirectly: (A) engage in any business that competes with the business of Evercore (including, without limitation, any businesses that Evercore is then actively considering conducting, 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 (a “Competitive Business”); (B) enter the Company employ of, or ADP render any services to, any Person (or any division or controlled or controlling affiliate of their respective affiliatesany 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, whether as an individual, partner, shareholder, officer, director, stockholderprincipal, investoragent, partner, proprietor, business associate, employee, representative trustee or otherwise, do any consultant. Notwithstanding the provisions 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 the date hereof or at any time during the Non-Competition Period) (the "Businesses"Section 2(a)(i)(A), or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses (a "Competitor"B) or (iiC) solicit or referabove, 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 nothing contained in the sale, lease or licensing of any equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained 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 Section 6(a2(a)(i) shall not be deemed violated by the purchase and/or prohibit Employee from (x) investing, as a passive investor, in any publicly held company; provided that Employee’s beneficial ownership by Employee of shares of any class of equity such publicly held company’s securities (or options, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) does not exceed two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded 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 national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organization; provided, however, that Employee not be otherwise connected with or active in the business board of the issuers described in this Section 6(a), and (ii) Employee shall be permitted, after the Employment Termination Date, to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership directors or other governing body of an entity that engages in a Competitive Business, if Employee provided such service prior to provide for such entity in-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 the use by any unrelated third party; provided that in either case Employee complies with the provisions date of sub-sections (b), (c) and (d) of this Section 6 in connection therewithtermination.

Non-Competition. Subject to Executive acknowledges and recognizes the last sentence highly competitive nature of this Section 6(a)the business of the Company and its affiliates and accordingly agrees as follows: During his employment, 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 Executive will not, except on behalf directly or indirectly, (a) engage in any business for Executive’s own account that competes with the business of the Company or ADP its affiliates (including, without limitation, businesses which the Company or 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 business that competes with the business of their respective the Company or its affiliates, (c) 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, whether as an individual, partner, stockholder, officer, director, stockholderprincipal, investoragent, partnertrustee or consultant, proprietor, or (d) interfere with business associate, employee, representative relationships (whether formed before 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 after the date hereof or at any time during the Non-Competition Periodof this Agreement) (the "Businesses"), or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses (a "Competitor") or (ii) solicit or refer, directly or indirectly, any clients or prospective clients of any services and/or products which are similar to those offered by between the Company or ADP (at any time during the Non-Competition Period) to another provider of such servicesits affiliates and customers, suppliers, partners, members or (iii) promote, market or participate in the sale, lease or licensing investors of any equipment or software by which services and/or products similar to those provided by the Company or ADP its affiliates. Without limiting the generality of the foregoing, Executive agrees that any designer, manufacturer, wholesaler or retailer which designs, manufactures, markets or sells specialty apparel, clothing or accessories to primarily the age groups between fourteen (at 14) and thirty-five (35) and where such designer, manufacturer, wholesaler or retailer operates a retail store within seventy-five (75) miles of any time during location of the Non-Competition Period) can Company or any subsidiary or affiliate, would be performed, to, for “in competition with the business of the Company” or with any person, corporation, firm, partnership its subsidiaries or other entity whatsoeveraffiliates. Notwithstanding anything to the contrary contained hereinin this Agreement, if the Company terminates the Employee's employment hereunder pursuant to Section 5(a)(v) hereofExecutive may, the "Non-Competition Period" shall be defined directly or indirectly, own, solely as the period commencing on the date hereof and ending on the fourth anniversary of the Effective Date. Notwithstanding anything to the contrary contained hereinan investment, (i) the foregoing provisions of this Section 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, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organization; provided, however, that Employee not be otherwise connected with or active person engaged in the business of the issuers described in this Section 6(a)Company 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 a group which controls, such person and (ii) Employee shall be permitteddoes not, after the Employment Termination Date, to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-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 indirectly, own five percent (5%) or sold by more of any class of securities of such entity for the use by any unrelated third party; provided that in either case Employee complies with the provisions of sub-sections (b), (c) and (d) of this Section 6 in connection therewithperson.

Non-Competition. Subject 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 sentence day of this Section 6(a)the Term or until the Employee's date of termination of, 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")or resignation from, he will not, except on behalf of employment from the Company or ADP or any of their respective affiliatesits subsidiaries or affiliates for any reason, including the expiration of the Term (the “Restricted Period”), Employee shall not, directly or indirectly, whether as an officerengage in, director, stockholder, investor, partner, proprietor, business associate, employee, representative assist or otherwise, do any become associated with a Competitive Activity. For purposes of the following acts: this Section 2(b): (i) provide services which are competitive with a “Competitive Activity” means, at the businesses time of Employee's termination, any business or services other endeavor in any jurisdiction conducted by the Company or any of its subsidiaries or affiliates (or demonstrably anticipated by the Company or its subsidiaries or affiliates in any jurisdiction as of the Brokerage Services Group of ADP (as such businesses are conducted on the date hereof Effective Date or at any time during the Non-Competition Period) (the "Businesses"thereafter), or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses (a "Competitor") or (ii) solicit or refer, 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 equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained 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 Section 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, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organization; provided, however, that Employee not be otherwise connected with or active in the business of the issuers described in this Section 6(a), and (ii) Employee shall be permitted, after the Employment Termination Date, considered to (A) provide consulting services to entities which are not Competitors and (B) be employed on have become “associated with a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-house products or services that may be deemed to be competitive with those offered by the Company only Competitive Activity” if such products or services are used exclusively by such entity and are not Employee becomes directly or indirectly marketed involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, advisor, lender, or sold by in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding the foregoing, (i) Employee may make and retain investments during the Restricted Period, for investment purposes only, in less than 5% of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if stock of such entity for corporation is either listed on a national stock exchange or on the use by any unrelated third party; provided that in either case NASDAQ National Market System if Employee complies is not otherwise affiliated with such corporation is not directly involved with the provisions provision of sub-sections (b), (c) and (d) direction or management of this Section 6 in connection therewith.such entity;

Non-Competition. Subject 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 last sentence Confidential Information of this Section 6(a)the Company and its affiliates, the Employee agrees that the Employee shall not, during the Employee’s employment with the Company and for a twelve-month period commencing on the date hereof and ending 12 months after the Employment Termination Date thereafter (the "Non-Competition “Restriction Period"”), he will not, except on behalf of the Company or ADP or any of their respective affiliates, directly or indirectly, whether as an officerown, directormanage, stockholderoperate, investorjoin, partnercontrol, proprietorbe employed by, 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 the date hereof or at any time during the Non-Competition Period) (the "Businesses"), or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses (a "Competitor") or (ii) solicit or refer, 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 saleownership, lease management, operation or licensing of control of, or be connected in any equipment manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or software by which services and/or products similar to those provided by the Company or ADP investor in, any Restricted Enterprise (at any time during the Non-Competition Period) can be performedas defined below); provided, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained 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, that in no event (i) the foregoing provisions of this Section 6(a) shall not be deemed violated ownership by the purchase and/or ownership by Employee of shares of any class of equity securities (or options, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two five percent (25%) or less of the outstanding shares securities of any such class of equity securities of any issuer whose securities are traded on a national securities exchange registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 5.2, so long as the Employee does not have, or listed by NASDAQexercise, the National Quotation Bureau Incorporated any rights to manage or any similar organization; provided, however, that Employee not be otherwise connected with or active in operate the business of the issuers described in this Section 6(a)such issuer other than rights as a stockholder thereof, and nor (ii) Employee shall being employed by a Person that is a Restricted Enterprise, standing alone, be permittedprohibited by this Section 5.2, after the Employment Termination Date, to so long as (A) provide consulting services to entities which are not Competitors such Person has more than one discrete and readily distinguishable part of its business, (B) be employed on the Employee’s duties are not at or involving the part of such Person that is the Restricted Enterprise, including, without limitation, serving in a full-time basis capacity where any Person involved in the Restricted Enterprise reports to the Employee and (i.e., not on an independent contracting basisC) by any person, firm, corporation, partnership or other entity to provide for such entity in-house products or services that may be deemed to be competitive with those offered by the Employee notifies the Company only if of employment with such products Person prior to commencement of his or services are used exclusively by her employment with such entity and are not Person. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is engaged, directly or indirectly marketed indirectly, in (or sold by such entity intends or proposes to engage in, or has been organized for the use by any unrelated third party; provided that in either case Employee complies purpose of engaging in) the generic injectible pharmaceutical industry. During the one-year period following the termination of the Employee’s employment with the provisions Company, upon request of subthe Company, the Employee shall notify the Company of the Employee’s then-sections (b), (c) and (d) of this Section 6 in connection therewithcurrent employment status.

Non-Competition. Subject a. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows: (1) During the Employment Term and, for a period of two years following the date Executive ceases to be employed by the last sentence of this Section 6(aCompany for any reason (the “Restricted Period”), 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 Executive will not, except whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company, the business of any client or prospective client: (i) with whom Executive had personal contact or dealings on behalf of the Company during the one year period preceding Executive’s termination of employment; (ii) with whom employees reporting to Executive have had personal contact or ADP dealings on behalf of the Company during the one year immediately preceding the Executive’s termination of employment; or (iii) for whom Executive had direct or indirect responsibility during the one year immediately preceding Executive’s termination of employment. (2) During the Restricted Period, Executive will not directly or indirectly: (i) engage in any business that competes with the Company or its affiliates (including, without limitation, businesses which the Company or its affiliates have specific plans to conduct in the future and as to which Executive is aware of such planning) in the area of assistive technology in North America or Europe (a “Competitive Business”); (ii) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of their respective affiliatesany Person) who or which engages in a Competitive Business; (iii) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, whether as an individual, partner, shareholder, officer, director, stockholderprincipal, investoragent, partnertrustee or consultant; or (iv) interfere with, proprietoror attempt to interfere with, business associaterelationships (whether formed before, employee, representative on or otherwise, do after the date of this Agreement) between the Company or any of its affiliates and customers, clients, suppliers, partners, members or investors of the following acts: Company or its affiliates. (3) 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 or its affiliates (including a Competitive Business) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (i) provide services which are competitive with the businesses or services of the Brokerage Services Group of ADP (as such businesses are conducted on the date hereof or at any time during the Non-Competition Period) (the "Businesses")is not a controlling person of, or promotea member of a group which controls, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses (a "Competitor") or such person and (ii) solicit or referdoes not, directly or indirectly, any clients own 5% or prospective clients more of any services and/or products which are similar class of securities of such Person. (4) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (i) solicit or encourage any employee of the Company or its affiliates to those offered leave the employment of the Company or its affiliates; or (ii) hire any such employee who was employed by the Company or ADP (at any time during its affiliates as of the Non-Competition Period) to another provider date of such services, or (iii) promote, market or participate in the sale, lease or licensing Executive’s termination of any equipment or software by which services and/or products similar to those provided by employment with the Company or ADP who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the Company. (5) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates. (6) During the Employment Term and at all times thereafter, Executive agrees not to engage in any act or make any public statement that is intended, or may reasonably be expected, to harm the reputation, business, prospects or operations of the Company or any of its affiliates. The Company agrees to use reasonable efforts to instruct its employees not to engage in any act or make any public statement that is intended, or may reasonably be expected, to harm the reputation of Executive or those business prospects of hers of which the Company is aware. b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 10 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time during or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the Non-Competition Period) can provisions of this Agreement shall not be performedrendered 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, toif any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, for or with and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any person, corporation, firm, partnership or of the other entity whatsoever. Notwithstanding anything to the contrary restrictions contained 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 The provisions of this Section 6(a) 10 shall not be deemed violated by survive the purchase and/or ownership by Employee termination of shares of Executive’s employment for any class of equity securities (or options, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organization; provided, however, that Employee not be otherwise connected with or active in the business of the issuers described in this Section 6(a), and (ii) Employee shall be permitted, after the Employment Termination Date, to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-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 the use by any unrelated third party; provided that in either case Employee complies with the provisions of sub-sections (b), (c) and (d) of this Section 6 in connection therewithreason.

Non-Competition. Subject 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 status as an Investor in the Company pursuant to the last sentence Investment Agreement and as a stockholder of the Company, the Employee hereby agrees that, during any period during which the Employee is employed by the Company, the period of one year following the date of the Employee's Termination upon Retirement, and/or any period during which the Employee is receiving any compensation pursuant to this Agreement, including, without limitation, compensation pursuant to Section 5(a) and 5(b) hereof during the Initial Severance Period, 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) (by the Company for Cause) or Section 4(e) (by the Employee without Good Reason) hereof, 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 period in which the Employee is in breach of any obligations under this Section 6(a8 (all of which applicable periods, including any such extension, the "Restricted Period"), the Employee agrees that during shall not ----------------- engage, directly or indirectly (except as a period commencing on the date hereof and ending 12 months after the Employment Termination Date (the "Non-Competition Period")stockholder, he will notdirector, except on behalf 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, or ADP representative, or in any other capacity: (A) in the 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 (C) in any other business which the Company 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 the date hereof or its Subsidiaries may conduct at any time during the Non-Competition Period) (period of the "Businesses")Employee's employment hereunder, or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses (a "Competitor") or (ii) solicit or refer, directly or indirectly, any clients or prospective clients of any services and/or products which are similar to those offered by anywhere that the Company or ADP (any its Subsidiaries may conduct such business at any time during the Non-Competition Period) to another provider term of such services, or (iii) promote, market or participate in the sale, lease or licensing of any equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Nonnon-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained 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 Section 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, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organization; provided, however, that Employee not be otherwise connected with or active in the business of the issuers described in this Section 6(a), and (ii) Employee shall be permitted, after the Employment Termination Date, to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-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 the use by any unrelated third party; provided that in either case Employee complies with the provisions of sub-sections (b), (c) and (d) of this Section 6 in connection therewithcompetition obligations.

Non-Competition. Subject to the last sentence of this Section 6(a), the Each Member that is an Employee agrees that during a period commencing on such employment and for 18 months following termination of employment, and each other Member (other than Employees) agrees that until the date hereof and ending 12 earlier to occur of (i) 18 months after the Employment Termination Date date such Member no longer has a Membership Interest and (ii) twelve (12) months following the "consummation of a Drag-Along Transaction (as applicable, the “Non-Competition Period"”), he 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 the Company Company, its Subsidiaries, PubCo (and any successor or ADP assign of PubCo) or any of their respective affiliatesits 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 any person, 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 employment, work, business, or endeavor which would require such Member to use or disclose the Company’s Confidential Information. Notwithstanding the foregoing to the contrary, 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 not a controlling person of or a member of a group which controls such entity and does not, directly or indirectly, whether as an officer, director, stockholder, investor, partner, proprietor, business associate, employee, representative own beneficially or otherwise, do any of the following acts: record more than one percent (i1.0%) provide services which are competitive with the businesses or services of the Brokerage Services Group of ADP (as such businesses are conducted on the date hereof or at any time during the Non-Competition Period) (the "Businesses"), or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses (a "Competitor") or (ii) solicit or refer, 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 equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained 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 Section 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, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organization; provided, however, that Employee not be otherwise connected with or active in the business of the issuers described in this Section 6(a), and (ii) Employee shall be permitted, after the Employment Termination Date, to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-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 the use by any unrelated third party; provided that in either case Employee complies with the provisions of sub-sections (b), (c) and (d) of this Section 6 in connection therewithPerson.

Non-Competition. Subject to During the last sentence Restricted Period, (a) none of this Section 6(a), the Employee agrees that during a period commencing on members of 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 or ADP Compete Group or any of their respective affiliatesAffiliates shall engage in Restricted Activities in the Restricted Area, directly and (b) none of the members of the Non-Compete Group or indirectly, whether any of their Affiliates shall serve as an officer, director, stockholder, investor, partner, proprietor, business associatemember, employee, representative or otherwiseconsultant, 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 the date hereof or at any time during the Non-Competition Period) (the "Businesses")contractor, joint venturer, or promote, market, become or acquire an interest inagent of, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses (a "Competitor") or (ii) solicit or referown, directly or indirectly, any clients equity interest in any Person that engages in Restricted Activities within the Restricted Area; provided, however, that (i) MEP may serve as an officer, director, partner, member, employee, consultant, contractor, joint venturer, stockholder, or prospective clients agent of the PREIT Entities and may serve as a director of any services and/or products which are similar Person that is not engaged in nor has any stated business plan to those offered by be engaged in Restricted Activities in the Company or ADP 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 Restricted Activities of such Person, (at any time during ii) the Non-Competition Period) to another provider of such services, or (iii) promote, market or participate Compete Group may make passive investments in the sale, lease or licensing of any equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained 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 Section 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, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such a class of equity securities of any issuer whose 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 members of the Non-Compete Group and any of their Affiliates five percent (5%) of the 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 traded on 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 national securities exchange or listed by NASDAQRestricted Area prior to the time of such engagement, the National Quotation Bureau Incorporated 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 Person that is engaged in Restricted Activities within an area which was not a Restricted Area prior to the time of such investment, the Non-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 five percent (5%) of the outstanding equity securities of such Person. Without limiting the generality of this paragraph, during the Restricted Period no member of the Non-Compete Group or any similar organization; provided, however, that Employee not of their Affiliates shall serve as a consultant to any person or entity if such consulting services reasonably could be otherwise connected with expected to help such person or active entity (or the Affiliates of such person or entity) engage in Restricted Activities in the business of the issuers described in this Section 6(a), and (ii) Employee shall be permitted, after the Employment Termination Date, to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-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 the use by any unrelated third party; provided that in either case Employee complies with the provisions of sub-sections (b), (c) and (d) of this Section 6 in connection therewithRestricted Area.

Non-Competition. Subject to (a) Upon the last sentence expiration of this Section 6(a)the term of the Employee’s employment hereunder or in the event the Employee’s employment hereunder terminates prior thereto for any reason whatsoever, the Employee agrees that during shall not, for a period commencing 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 hereof and ending 12 months after the Employment Termination Date (the "Non-Competition Period"), he will not, except on behalf of the Company or ADP or any of their respective affiliatestermination, directly or indirectly, whether as an officerown, directormanage, stockholderoperate or control, 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 the date hereof or at any time during the Non-Competition Period) (the "Businesses"), or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses (a "Competitor") or (ii) solicit or refer, 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 saleownership, lease management, operation or licensing of control of, or be employed by or connected in any equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained 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, manner with; (i) any financial institution having an office located within fifty (50) miles of any office of the foregoing 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. (c) The provisions of subsections (a) and (b) hereof shall not prevent the Employee from purchasing, solely for investment, not more than five percent (5%) of any financial institution’s stock or other securities which are traded on any national or regional securities exchange or are actively traded in the over-the-counter market and registered under Section 12 (g) of the Securities Exchange Act of 1934. (d) The provisions of this Section 6(a) shall not be deemed violated by survive the purchase and/or ownership by Employee of shares of any class of equity securities (or options, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less termination of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed Employee’s employment hereunder whether by NASDAQ, the National Quotation Bureau Incorporated or any similar organization; provided, however, that Employee not be otherwise connected with or active in the business expiration of the issuers described in this Section 6(a), and (ii) Employee shall be permitted, after the Employment Termination Date, to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership term thereof or other entity to provide for such entity in-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 the use by any unrelated third party; provided that in either case Employee complies with the provisions of sub-sections (b), (c) and (d) of this Section 6 in connection therewithotherwise.

Non-Competition. Subject to the last sentence of this Section 6(a), the Employee The Optionee covenants and agrees that during the Optionee’s Employment and for a period commencing of twelve (12) months (and such period shall be tolled on a day-to-day basis for each day during which the date hereof and ending 12 months after Optionee participates in any activity in violation of the Employment Termination Date (restrictions set forth in this Section 5(a)) following the "Non-Competition Period")Optionee’s termination of Employment, he will not, except on behalf whether such termination occurs at the insistence of the Company or ADP its Affiliates or any of their respective affiliatesthe Optionee (for whatever reason), the Optionee will not, directly or indirectly, whether 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, director, stockholderemployee, investor, principal, joint venturer, shareholder, partner, proprietordirector, business associateconsultant, employeeagent or otherwise with, representative or have any financial interest (through stock or other equity ownership, investment of capital, the lending of money or otherwise) in, do any of the following acts: (i) provide services which are competitive business, venture or activity that directly or indirectly competes, or is in planning, or has undertaken any preparation, to compete, with the businesses or services Business of the Brokerage Services Group of ADP (as such businesses are conducted on the date hereof or at any time during the Non-Competition Period) (the "Businesses"), or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses (a "Competitor") or (ii) solicit or refer, 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 any of its Immediate Affiliates (at any time during the Non-Competition Period) to another provider of Person who engages in any such servicesbusiness venture or activity, or (iii) promotea “Competitor”), market or participate except that nothing contained in the sale, lease or licensing of any equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained 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 Section 6(a5(a) shall not be deemed violated by prevent the purchase and/or Optionee’s wholly passive ownership by Employee of shares of any class of equity securities (or options, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two percent (2%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are Competitor that is a publicly-traded on a national securities exchange or listed by NASDAQcompany. For purposes of this Section 5(a), the National Quotation Bureau Incorporated “Business of the Company or any similar organizationof 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) months immediately preceding the Optionee’s termination of Employment; provided, howeverthat the term “Competitor” shall not include any business, that Employee not be otherwise connected 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 active in the business any related business, venture or activity) are less than ten percent (10%) of the issuers described in aggregate gross receipts of such businesses, ventures or activities. For purposes of this Section 6(a5(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) Employee shall be permitted, after the Employment Termination Date, a parent to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-house products or services that may be deemed to be competitive with those offered by the Company only if or (iii) a direct or indirect subsidiary of such products or services are used exclusively by such entity and are not directly or indirectly marketed or sold by such entity for the use by any unrelated third party; provided that in either case Employee complies with the provisions of sub-sections (b), (c) and (d) of this Section 6 in connection therewitha parent.

Non-Competition. Subject to the last sentence (a) The term of this Section 6(a), the Employee agrees that during Non-Competition (herein so called) shall be for a period commencing term beginning on the date hereof and ending 12 months after continuing until (i) if this Agreement is terminated during the Employment Period by either the Company or the Executive for any reason, the first anniversary of the Date of Termination Date or (ii) if the "Employment Period expires by reason of a Non-Competition Renewal Notice, 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 not be bound by the provisions of this Section 9. (b) During the term of Non-Competition, he the Executive will not, except on behalf not (other than for the benefit of the Company or ADP or any of their respective affiliates, pursuant to this Agreement) directly or indirectly, whether individually or as an officer, director, stockholderemployee, investorshareholder, consultant, contractor, partner, proprietorjoint venturer, business associateagent, employeeequity owner or in any capacity whatsoever, representative or otherwise, do any of the following acts: (i) provide services which are competitive with the businesses engage in any radio broadcasting business that transmits a primary or services of the Brokerage Services Group of ADP city-grade signal within a Metro Survey Area (as such businesses are conducted on currently defined by The Arbitron Company in its Radio Markets Reports) in which a station directly operated by the date hereof Company transmits a primary or at any time during city-grade signal (1), with respect to the term of Non-Competition Periodthat 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") (the a "BusinessesCompeting Business"), or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses (a "Competitor") or (ii) hire, attempt to hire, or contact or solicit or refer, directly or indirectly, with respect to hiring any clients or prospective clients employee 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 servicesCompany, or (iii) promote, market divert or participate take away any customers or suppliers of the Company in the saleGeographic Area. Notwithstanding the foregoing, lease or licensing of any equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained 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 agrees that none of the Effective Date. Notwithstanding anything to the contrary contained herein, (i) the foregoing provisions following shall constitute a violation by Executive of this Section 6(a6; (A) shall not be deemed violated ownership by the purchase and/or ownership by Employee Executive of shares of any class of equity securities (or options, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two less than five percent (2%) or less of the outstanding shares of any such class of equity voting securities of any issuer whose securities are publicly traded on company that is a national securities exchange or listed Competing Business so long as the Executive does not otherwise participate in such competing business in any way prohibited by NASDAQthe preceding sentence, the National Quotation Bureau Incorporated or any similar organization; provided, however, that Employee not be otherwise connected with or active (B) Executive serving in the business capacity of the issuers described director of SFX Entertainment, Inc., or (C) ownership of less than a 5% voting or equity interest in Resource Media, Phoenix. As used in this Section 6(a9(b) (and in Section 6), and (ii) Employee "Company" shall be permitted, after the Employment Termination Date, to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-house products or services that may be deemed to be competitive with those offered by include 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 the use by any unrelated third party; provided that in either case Employee complies with the provisions of sub-sections (b), (c) and (d) of this Section 6 in connection therewithits subsidiaries.

Non-Competition. Subject 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 Executive, Executive hereby agrees and covenants that: Until the longer of (i) the last sentence day of this Section 6(athe Term and (ii) a period of 18 months beyond Executive’s date of termination of employment for any reason, including the expiration of the Term (the “Restricted Period”), 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 Executive shall not, except on behalf of the Company or ADP or any of their respective affiliates, directly or indirectly, whether engage in, assist or become associated with a Competitive Activity. For purposes of this Section 2(b): (i) a “Competitive Activity” means, at the time of Executive’s termination, any business or other endeavor in any jurisdiction of a kind being conducted by the Company or any of its subsidiaries or affiliates (or demonstrably anticipated by the Company or its subsidiaries or affiliates), including, without limitation, those that are engaged in the provision of any lodging or travel related services (including, without limitation, corporate travel services), in any jurisdiction as of the Effective Date or at any time thereafter (such 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 indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, investorfinancial backer, agent, partner, proprietoradvisor, business associatelender, employeeor in any other individual or representative capacity with any individual, representative partnership, corporation or otherwiseother organization that is engaged in a Competitive Activity. Notwithstanding the foregoing, 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 the date hereof or at any time Executive may make and retain investments during the Non-Competition Restricted Period) (the "Businesses"), or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses (a "Competitor") or (ii) solicit or refer, 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 equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any personinvestment purposes only, corporation, firm, partnership or other entity whatsoever. Notwithstanding anything to the contrary contained 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 Section 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, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) two in less than five percent (2%) or less of the outstanding shares capital stock of any publicly-traded corporation engaged in a Competitive Activity if stock of such class of equity securities of any issuer whose securities are traded corporation is either listed on a national securities stock exchange or listed by NASDAQ, on the NASDAQ National Quotation Bureau Incorporated or any similar organization; provided, however, that Employee Market System if Executive is not be otherwise connected affiliated with or active in the business of the issuers described in this Section 6(a), and (ii) Employee shall be permitted, after the Employment Termination Date, to (A) provide consulting services to entities which are not Competitors and (B) be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, such corporation, partnership or other entity to provide for such entity in-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 the use by any unrelated third party; provided that in either case Employee complies with the provisions of sub-sections (b), (c) and (d) of this Section 6 in connection therewith.