Common use of Non-Competition Clause in Contracts

Non-Competition. (a) Unless the obligation is waived or limited by Ceridian in accordance with subsection (b) of this Section 6.02, Executive agrees that for a period of two years following termination of employment for any reason, Executive will not directly or indirectly, alone or as a partner, officer, director, shareholder or employee of any other firm or entity, engage in any commercial activity in competition with any part of Ceridian's business as conducted as of the date of such termination of employment or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this Agreement. For purposes of this subsection (a), "shareholder" shall not include beneficial ownership of less than five percent (5%) of the combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stock. (b) At its sole option Ceridian may, by written notice to Executive within 30 days after the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term of the non-competition obligation, prior to accepting employment with, or agreeing to provide consulting services to, any firm which offers products or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waived.

Non-Competition. (a) Unless By and in consideration of the obligation is waived or limited Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by Ceridian the Company hereunder, and in accordance with subsection (b) further consideration of this Section 6.02the Executive’s exposure to the Confidential Information of the Company and its affiliates, the Executive agrees that the Executive shall not, during the Executive’s employment with the Company (whether during the Term or thereafter) and for a period of two years following termination of employment for any reasontwelve (12) months thereafter (the “Restriction Period”), Executive will not directly or indirectly, alone own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a partnerstockholder, director, officer, directorconsultant, shareholder independent contractor, employee, partner, or employee investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent (1%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other firm or entitythan rights as a stockholder thereof. For purposes of this paragraph, engage “Restricted Enterprise” shall mean any Person that is actively engaged in any commercial activity business which is either (i) in competition with the business of the Company or any part of Ceridian's its Subsidiaries conducted during the preceding twelve (12) months (or following the Executive’s termination of employment, the twelve (12) months preceding the date of termination of the Executive’s employment with the Company) or (ii) proposed to be conducted by the Company or any of its Subsidiaries in the Company’s business plan as conducted in effect at that time (or following the Executive’s termination of employment, the business plan as in effect as of the date of such termination of the Executive’s employment or with any part of Ceridian's contemplated business the Company); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, the Executive has Confidential Information as governed by Article V shall notify the Company of this Agreementthe Executive’s then-current employment status. For purposes the avoidance of this subsection (a)doubt, "shareholder" shall not include beneficial ownership of less than five percent (5%) of the combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence Restricted Enterprise shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stock. (b) At its sole option Ceridian may, by written notice to Executive within 30 days after the effective date of termination of Executive's employment, waive Person or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term of the non-competition obligation, prior to accepting employment with, or agreeing to provide consulting services to, any firm which offers products or services division thereof that is engaged in the fields business of electronics supplying (but not refining) crude oil or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VInatural gas. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waived.

Non-Competition. The Executive acknowledges that the Executive has been provided with Confidential Information and, during the Term, Amneal from time to time will provide Executive with access to Confidential Information. Ancillary to the rights provided to the Executive as set forth in this Agreement, the Executive’s continued employment with Amneal during the Term (a) Unless subject to earlier termination as provided herein), and Amneal’s provision of Confidential Information, and the obligation is waived or limited Executive’s agreements regarding the use of same, in order to protect the value of any Confidential Information, and in consideration for good and valuable consideration received by Ceridian in accordance with subsection (b) the Executive, the Parties agree to the following provisions against unfair competition, which the Executive acknowledges represent a fair balance of this Section 6.02, Amneal’s rights to protect its business and the Executive’s right to pursue employment. The Executive hereby agrees that for a period of two years following termination of employment for any reasonhe shall not, Executive will not during the Term, directly or indirectly, alone engage or as a partner, officer, director, shareholder or employee of any other firm or entity, engage in any commercial activity in competition with any part of Ceridian's business as conducted as of the date of such termination of employment or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this Agreement. For purposes of this subsection (a), "shareholder" shall not include beneficial ownership of less than five percent (5%) of the combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stock. (b) At its sole option Ceridian may, by written notice to Executive within 30 days after the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term of the non-competition obligation, prior to accepting employment withhave an interest in, or agreeing to provide consulting render any services to, any firm which offers business (whether as owner, manager, operator, licensor, licensee, lender, partner, stockholder, joint venturer, employee, consultant or otherwise) (such activities hereinafter referred to collectively as “Engaging”) that competes directly with Amneal or its Subsidiaries. Notwithstanding the foregoing, nothing herein shall prevent the Executive from (i) owning securities in a publicly traded entity whose activities compete with those of Amneal or its Subsidiaries provided that such securities holdings are not greater than five percent of the equity ownership in such entity; (ii) Engaging in the business of the ownership and licensing (as licensor) of trademarks and brands if the products or services carrying such trademarks and brands do not compete with the products or services carrying the trademarks and brands owned and licensed (as licensor) by Amneal or its Subsidiaries, or that Amneal or any of its Subsidiaries is actively planning to own or license (as licensor), during the Term; or (iii) Engaging in the fields an operating company (including ownership of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to securities of such notice shall operating company’s holding company) with annual revenues not in any way constitute acquiescence or waiver excess of Ceridian's rights under this Article VI$10,000,000. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waived.

Non-Competition. (a) Unless At all times while the obligation Executive is waived or limited employed by Ceridian in accordance with subsection (b) of this Section 6.02, Executive agrees that the Company and for a one (1) year period of two years following after the termination of the Executive's employment with the Company for any reason, the Executive will not shall not, directly or indirectly, alone engage in or have any interest in any sole proprietorship, partnership, corporation or business or any other person or entity (whether as a partneran employee, officer, director, shareholder partner, agent, security holder, creditor, consultant or employee of otherwise) that directly or indirectly (or through any other firm or affiliated entity, engage in any commercial activity ) engages in competition with any part the Company; provided that such provision shall not apply to the Executive's ownership of Ceridian's business as conducted as Common Stock of the date Company or the acquisition by the Executive, solely as an investment, of securities of any issuer that is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System, or any similar system or automated dissemination of quotations of securities prices in common use, so long as the Executive does not control, acquire a controlling interest in or become a member of a group which exercises direct or indirect control or, more than five percent of any class of capital stock of such corporation. Notwithstanding the foregoing, if either (i) the Company delivers a written notice to the Executive pursuant to Section 2.2 hereof of its intention not to renew the term of this Agreement for reasons other than Cause (as defined in Section 5.1 hereof), or (ii) the Executive's employment is terminated by the Company without Cause pursuant to Section 5.4 of this Agreement, and within 90 days of such termination the Executive agrees to waive his right to receive a continuation of employment or with any part of Ceridian's contemplated business with respect Base Salary, the bonus, Benefits, and the lump sum payment, otherwise payable to which Executive has Confidential Information as governed by Article V of this Agreement. For purposes of this subsection him under clauses (aiii), "shareholder" shall not include beneficial ownership of less than five percent (5%iv), (v) and (vi) of Section 5.4, by providing the combined voting power of all issued and outstanding voting securities of Company a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection written waiver (a), the "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, Waiver"affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of such right, in such form as the voting stock. (b) At its sole option Ceridian mayCompany reasonably may require, by written notice to Executive within 30 days after then the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term of the non-competition obligation, prior to accepting employment with, or agreeing to provide consulting services to, any firm which offers products or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice cease to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal subject to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) provisions of this Section 6.02, to waive all 6.1 immediately upon the Expiration Date or any portion upon delivery of the non-competition obligation, no payment shall be required Waiver by Ceridian with respect the Executive to the portion of the non-competition period which has been waivedCompany, as applicable.

Non-Competition. (a) Unless the obligation is waived or limited by Ceridian in accordance with subsection (b) of this Section 6.02, Executive 10.1 The Employee agrees that for a period from and after the date hereof and ending on the third anniversary of two years following the termination date of the Employee's employment for any reasonhereunder he will not, Executive will not directly or indirectly, alone engage in or be concerned with or interested in, advise, lend money to, guarantee the debts or obligations of, or permit his name or any part thereof to be used or employed by, any business (whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, officer, director, shareholder beneficial or employee of any record owner (other firm or entity, engage than as a passive investor owning less than a 2% interest in a publicly held company)) which is competitive in any commercial activity in competition respect with any part of Ceridian's business the businesses of the Company and its subsidiaries as conducted as of the date the Employee's employment is terminated hereunder or which is, directly or indirectly, engaged in the design, development, production, marketing or distribution of such termination of employment or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this Agreement. For purposes of this subsection (a), "shareholder" shall not include beneficial ownership of less than five percent (5%) products of the combined voting power nature designed, developed, produced marketed or distributed by the Company or any of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" subsidiaries as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stock. (b) At its sole option Ceridian may, by written notice to Executive within 30 days after the effective date of termination of Executivethe Employee's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term of the non-competition obligation, prior to accepting employment with, or agreeing to provide consulting services to, any firm which offers products or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreementis terminated hereunder. In the event that Ceridian elects, pursuant this agreement is assigned to subsection (b) of this Section 6.02, to waive all or any portion entity other than a subsidiary of the Company, this non-competition obligationclause shall refer to the businesses of the Company and its subsidiaries and not those of the assignee as of the date of any such assignment. 10.2 If any of the foregoing provisions relating to the duration, no payment business or geographic scope of this covenant shall be required held to be more restrictive than permitted by Ceridian with respect the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, shall be limited to the portion extent permitted by law. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the non-competition period which has been waivedobligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damages.

Non-Competition. (a) Unless Executive acknowledges and recognizes the obligation highly competitive nature of the business of the Company and its affiliates and accordingly agrees that, in consideration of this Agreement, the rights hereunder, and any payments hereunder, from the date hereof until the earlier of (i) the last day of the Employment Term, (ii) the last day of any Severance Period and (iii) two years following Executive's Date of Termination (the "Non- Compete Term"), Executive will not, subject to Section 3(c) hereof, directly or indirectly engage in the operation of any cable television system or any other line of business in place at the Systems as of the Date of Termination within one hundred miles of any geographic area where the Company or its affiliates operate a cable system as of the Date of Termination during the Non-Compete Term, whether such engagement is waived as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent, sales representative or limited other participant; provided, however, that, during the Non-Compete Term, Executive will not be prohibited from engaging in any activity in which Executive may engage while employed by Ceridian the Company pursuant to the terms of the Exclusivity Agreement. Notwithstanding any provision of this Agreement to the contrary, from and after any breach by Executive of the provisions of this Section 9(a), the Company shall cease to have any obligations to make payments to Executive under this Agreement, it being understood, however, that nothing contained in accordance with subsection this Agreement shall in any manner affect the obligations of Holdings to Executive under the Holdings LLC Agreement or the rights of Executive under the MSCP Carry LLC Agreement and the TWI Carry LLC Agreement. (b) of this Section 6.02, Executive agrees that for For a period of two years following termination the Date of employment for any reasonTermination, Executive will not directly or indirectly, alone indirectly induce any employee or as a partner, officer, director, shareholder client of the Company or employee any of any other firm or entity, its affiliates to engage in any commercial activity in competition with any part of Ceridian's business as conducted as of the date of such termination of employment or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this Agreement. For purposes of this subsection (a), "shareholder" shall not include beneficial ownership of less than five percent (5%) of the combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stock. (b) At its sole option Ceridian may, by written notice to Executive within 30 days after the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive canis prohibited from engaging by Section 9(a) hereof or to terminate his or her client or employment relationship, as applicable, with the Company or any of its affiliates, and will not engage in competitive activitydirectly or indirectly solicit the performance of services for any person who is a customer or client or former customer or client of the Company or any of its affiliates unless such person shall have ceased to have been a customer or client of the Company or any of its affiliates for a period of at least six (6) months. (c) During It is expressly understood and agreed that although Executive and the term 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 territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may 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 non-competition obligation, prior to accepting employment with, or agreeing to provide consulting services to, any firm which offers products or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VIother restrictions contained herein. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waived.

Non-Competition. (a) During the term of this Agreement, Executive will devote full time and energy to furthering Ceridian's business and will not pursue any other business activity without Ceridian's written consent. Unless the obligation is waived or limited by Ceridian in accordance with subsection (b) of this Section 6.02, Executive agrees that during his or her employment with Ceridian and for a period of two years following termination of employment for any reasonreason ("Non-Compete Period"), Executive will not directly or indirectly, alone or as a partner, officer, director, shareholder or employee of any other firm or entity, engage in any commercial activity in competition with any part of Ceridian's business as conducted as of the date of such termination of employment or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this AgreementInformation. For purposes of this subsection (a), "shareholder" shall not include beneficial ownership of less than five percent (5%) of the combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stock. (b) At its sole option Ceridian may, by written notice to Executive at any time within 30 days after the effective date of termination of Executive's employmentNon-Compete Period, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term of the nonNon-competition obligationCompete Period, prior to accepting employment with, with or agreeing to provide consulting services to, any firm or entity which offers competitive products or services in the fields of electronics or information processingservices, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed firm and the employment or consulting services and to be rendered to the firm to which they will be renderedor entity, and shall include a copy of the written offer of employment or engagement of consulting services. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During In the event Executive has provided notice to Ceridian pursuant to subsection (c) of this Section 6.02 and has not accepted employment with or agreed to provide consulting services to, any period firm or entity directly as a result of his or her non-competition obligation pursuant to this Article VI Section 6.02, Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of terminationtermination on a regular payroll period basis until the end of the Non-Compete Period. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the non-competition obligationobligation set forth in subsection (a) hereof, no payment shall be required by Ceridian with respect to the portion of the nonNon-competition period Compete Period which has been waived. (e) In the event Executive fails to provide notice to Ceridian pursuant to subsection (c) of this Section 6.02 and/or in anyway violates its non-competition obligation pursuant to Section 6.02, Ceridian may enforce all of its rights and remedies provided to it under this Agreement, in law and in equity, and Executive shall be deemed to have expressly waived any rights he or she may have had to payments under subsection (d) of this Section 6.02.

Non-Competition. (a) Unless It is recognized that in order to protect the obligation Company’s Confidential Information, as defined above, and the Company’s valuable relationships with customers, vendors, employees and others, that a limited covenant restricting competition within the Company’s niche market following any termination of employment is waived or limited by Ceridian in accordance with subsection (b) of this Section 6.02necessary. Consequently, Executive agrees that for a period of two years one (1) year following termination of Employee’s employment with the Company for any reason, Executive will Employee shall not, except with Company’s express prior written consent: (i) Solicit any employee, salesman, agent, or representative of the Company that Employee supervised and/or had contact with on behalf of the Company or about whom Employee gained confidential information, in the one year prior to termination of Employee’s employment with the Company, in any manner which interferes or might interfere with such person’s relationship with Company. This provision is not directly intended and shall not be construed to foreclose or indirectly, alone or as a partner, officer, director, shareholder or employee burden the employment of any other firm such employee who pursues or entityaccepts such employment without any solicitation prohibited by this provision. (ii) Work for (or consult to) any competitor of the Company, engage including one in which the Employee has an ownership interest, in any commercial activity management capacity or in competition with any part other capacity in which Employee’s knowledge of Ceridian's business as conducted as of Company’s customer relationships and other Confidential Information would be a value to the date of Employee in competing against the Company, and in which management capacity or other such termination of employment capacity the Employee has duties or with any part of Ceridian's contemplated business responsibilities, including management oversight, with respect to which Executive has Confidential Information as governed by Article V of this Agreement. For purposes of this subsection (a), "shareholder" shall not include beneficial ownership of less than five percent (5%) of the combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and involving any partnership or joint venture assisted living facility located in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stock. (b) At its sole option Ceridian may, by written notice to Executive within 30 days after the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term of the non-competition obligation, prior to accepting employment with, or agreeing to provide consulting services to, any firm which offers products or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the non-competition obligationTerritory, no payment defined below. “Territory” shall mean anywhere that is within 20 miles of any assisted living facility operated by the Company. Employee acknowledges that the Confidential Information which Employee has had access to, and will continue to have access to, would be required of value to Employee in competing against or assisting a competitor in competing against any assisted living facility operated by Ceridian with respect the Company. Employee acknowledges, therefore, that the geographic scope of this restriction is reasonably necessary to protect the portion of Company’s legitimate business interest in protecting against Employee using the non-competition period which has been waivedCompany’s Confidential Information to compete against the Company or assist a competitor in competing against the Company.

Non-Competition. The Practice hereby recognizes, acknowledges, and avers that Retail Business Manager will incur substantial costs in providing the equipment, support services, personnel, management, administration, and other items and services that are the subject matter of this Retail Business Management Agreement and that in the process of providing services under this Retail Business Management Agreement, the Practice will be privy to financial and Confidential Information, to which the Practice would not otherwise be exposed. The Parties also recognize that the services to be provided by Retail Business Manager will be feasible only if the Practice operates an active practice to which the Professionals associated with the Practice devote their full time and attention. The Practice agrees, acknowledges, and avers that the non-competition covenants described hereunder are necessary for the protection of Retail Business Manager, and that Retail Business Manager would not have entered into this Retail Business Management Agreement without the following covenants. (a) Unless Except as specifically agreed to by Retail Business Manager in writing, the obligation is waived or limited by Ceridian in accordance with subsection (b) Practice covenants and agrees that during the Term of this Section 6.02, Executive agrees that Retail Business Management Agreement and for a period of two years following termination of employment one (1) year from the date this Retail Business Management Agreement is terminated, other than if terminated by the Practice for any reasoncause, Executive will or expires the Practice shall not directly or indirectly, alone or as a partner, officer, director, shareholder or employee of any other firm or entity, engage in any commercial activity in competition with any part of Ceridian's business as conducted as of the date of such termination of employment or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this Agreement. For purposes of this subsection indirectly own (a), "shareholder" shall not include beneficial excluding ownership of less than five one percent (51%) of the combined voting power equity of all issued any publicly traded entity and outstanding voting securities excluding ownership of a publicly held corporation whose the common stock is traded on a major stock exchange. Also for purposes of this subsection (aRetail Business Manager), "Ceridian's business" shall include business conducted by Ceridian manage, operate, control, contract with, lend funds to, lend its name to, maintain any interest whatsoever in, or its affiliates and be employed by, any partnership enterprise (i) having to do with the provision, distribution, promotion, or joint venture advertising of any type of management or administrative services or products to third parties in which Ceridian or its affiliates is competition with Retail Business Manager, within a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include 10 mile radius of any corporation in which Ceridian has ownership of less than fifteen percent (15%) Dispensary of the voting stock. Practice; and/or (bii) At its sole option Ceridian may, offering any type of service(s) or product(s) to third parties substantially similar to those offered by written notice Retail Business Manager to Executive the Practice in competition with Retail Business Manager within 30 days after the effective date a 10 mile radius of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term any Dispensary of the non-Practice; and/or (iii) providing Optical Services in competition obligation, prior to accepting employment with, or agreeing to provide consulting services to, with Retail Manager within a ten (10) mile radius of any firm which offers products or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion Dispensary of the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waivedPractice.

Non-Competition. Because of the Company’s legitimate business interest as described herein and the good and valuable consideration offered to the Employee, during the Employment Term and for two years, to run consecutively, beginning on the last day of the Employee’s employment with the Company, the Employee agrees and covenants not to engage in any Prohibited Activity (aas defined below) Unless within the obligation is waived or limited by Ceridian in accordance with subsection (b) United States of America. For the purposes of this Section 6.02Agreement, Executive agrees that for a period of two years following termination of employment for “Prohibited Activity” means any reasonactivity in which the Employee contributes the Employee’s knowledge, Executive will not directly or indirectly, alone in whole or in part, as a an employee, employer, owner, operator, manager, advisor, consultant, agent, employee, partner, director, stockholder, officer, directorvolunteer, shareholder intern, or employee of any other firm similar capacity to an entity engaged in the funeral home, mortuary, crematory, cemetery, burial insurance, preneed trust, trust banking, or entityany other line of business in the death care industry. “Prohibited Activity” also includes activities that may require or inevitably require disclosure of trade secrets, engage in any commercial activity in competition with any part of Ceridian's business as conducted as of proprietary information, or Confidential Information. Nothing herein shall prohibit the date of such termination of employment Employee from purchasing or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this Agreement. For purposes of this subsection (a), "shareholder" shall not include beneficial ownership of owning less than five percent (5%) of the combined voting power of all issued and outstanding voting publicly traded securities of any corporation, provided that such ownership represents a publicly held corporation whose stock passive investment and that the Employee is traded on not a major stock exchangecontrolling person of, or a member of a group that controls, such corporation. Also for purposes This Section 7 does not, in any way, restrict or impede the Employee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of this subsection (a)a court of competent jurisdiction or an authorized government agency, "Ceridian's business" provided that such compliance does not exceed that required by the law, regulation, or order. The Employee shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stock. (b) At its sole option Ceridian may, by promptly provide written notice to Executive within 30 days after the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term of the non-competition obligation, prior to accepting employment with, or agreeing to provide consulting services to, any firm which offers products or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal order to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waivedBoard.

Non-Competition. (a) Unless Parent and SpinCo acknowledge that, prior the obligation Distribution Date, certain of their respective employees have been materially active in, and had access to the material, non-public information with respect to, the business operations of the other party and its Subsidiaries. In light of the foregoing, SpinCo acknowledges that, in order to protect adequately the interest of the Parent Group in the Parent Business and the goodwill associated therewith, it is waived or limited by Ceridian essential that any noncompetition covenant with respect thereto cover all Parent Activities throughout the entire world on the terms and conditions set forth in accordance Section 2.15(b). Likewise, Parent acknowledges that, in order to protect adequately the interest of the SpinCo Group in the SpinCo Business and the goodwill associated therewith, it is essential that any noncompetition covenant with subsection respect thereto cover all SpinCo Activities throughout the entire world on the terms and conditions set forth in Section 2.15(c). (b) of this Section 6.02During the Non-Competition Period, Executive agrees that for a period of two years following termination of employment for any reason, Executive SpinCo will not and will not permit any member of the SpinCo Group to, directly or indirectly, alone or as a partner, officer, director, shareholder or employee of any other firm or entity, engage in any commercial activity the Parent Activities. Parent acknowledges that in competition with any the course of acquiring business entities or assets (“SpinCo Acquired Entities”), the SpinCo Group may wish to acquire a SpinCo Acquired Entity that engages in the Parent Activities as part of Ceridian's its business as conducted as activities. Parent agrees that, subject to the remaining provisions of this Section 2.15(b), nothing in this Agreement shall prevent the SpinCo Group from acquiring (and, thereafter, owning and operating) a SpinCo Acquired Entity during the Non-Competition Period that engages in the Parent Activities, provided that the revenues derived from the Parent Activities by the SpinCo Acquired Entity do not exceed twenty percent (20%) of the date total revenue of the SpinCo Acquired Entity during the twelve month period immediately prior to such acquisition. SpinCo shall notify Parent in writing within ten (10) days following the consummation of an acquisition described in the preceding sentence. During the sixty (60) day period following Parent’s receipt of such termination notice, Parent shall have the right to acquire from the SpinCo Group the business operations of employment or with any part the SpinCo Acquired Business related to Parent Activities (the “Related Parent Business”) for a cash purchase price equal to the price actually paid by the SpinCo Group for the Related Parent Business. Unless otherwise agreed by SpinCo and Parent, such price shall be determined by multiplying (i) (A) the purchase paid actually paid by the SpinCo Group for the SpinCo Acquired Entity, divided by (B) the Adjusted EBITDA of Ceridian's contemplated business with respect the SpinCo Acquired Entity during the twelve month period immediately prior to which Executive has Confidential Information as governed such acquisition, by Article V (ii) the Adjusted EBITDA of the Related Parent Business during the twelve month period immediately prior to such acquisition. Notwithstanding anything contained in this Agreement. For purposes of this subsection (a)Agreement to the contrary, "shareholder" shall not include beneficial ownership of less than the SpinCo Group may acquire up to five percent (5%) of the combined voting power of all issued and outstanding voting securities of a publicly held corporation any company whose common stock is publicly traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian national securities exchange or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stock. (b) At its sole option Ceridian may, by written notice to Executive within 30 days after the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activityover-the-counter market. (c) During the term Non-Competition Period, Parent will not and will not permit any member of the nonParent Group to, directly or indirectly, engage in the SpinCo Activities. SpinCo acknowledges that in the course of acquiring business entities or assets (“Parent Acquired Entities”), the Parent Group may wish to acquire a Parent Acquired Entity that engages in the SpinCo Activities as part of its business activities. SpinCo agrees that, subject to the remaining provisions of this Section 2.15(c), nothing in this Agreement shall prevent the Parent Group from acquiring (and, thereafter, owning and operating) a Parent Acquired Entity during the Non-competition obligationCompetition Period that engages in the SpinCo Activities, provided that the revenues derived from the SpinCo Activities by the Parent Acquired Entity do not exceed twenty percent (20%) of the total revenue of the Parent Acquired Entity during the twelve month period immediately prior to accepting employment with, or agreeing to provide consulting services to, any firm which offers products or services such acquisition. Parent shall notify SpinCo in writing within ten (10) days following the consummation of an acquisition described in the fields preceding sentence. During the sixty (60) day period following SpinCo’s receipt of electronics or information processingsuch notice, Executive SpinCo shall give 30 days have the right to acquire from the Parent Group the business operations of the Parent Acquired Business related to SpinCo Activities (the “Related SpinCo Business”) for a cash purchase price equal to the price actually paid by the Parent Group for the Related SpinCo Business. Unless otherwise agreed by SpinCo and Parent, such price shall be determined by multiplying (i) (A) the purchase paid actually paid by the Parent Group for the Parent Acquired Entity, divided by (B) the Adjusted EBITDA of the Parent Acquired Entity during the twelve month period immediately prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not acquisition, by (ii) the Adjusted EBITDA of the Related SpinCo Business during the twelve month period immediately prior to such acquisition. Notwithstanding anything contained in this Agreement to the contrary, the Parent Group may acquire up to five percent (5%) of any way constitute acquiescence company whose common stock is publicly traded on a national securities exchange or waiver of Ceridian's rights under this Article VIin the over-the-counter market. (d) During If a judicial or arbitral determination is made that any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) provisions of this Section 6.022.15 constitutes an unreasonable or otherwise unenforceable restriction against the SpinCo Group or the Parent Group, to waive all or any portion as applicable, the provisions of the non-competition obligation, no payment this Section 2.15 shall be required by Ceridian rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable with respect to the SpinCo Group or the Parent Group, as applicable. In this regard, each party hereby agrees that any judicial or arbitral authority construing this Section 2.15 shall be empowered to sever any portion of any geographic location, any prohibited business activity or any time period from the coverage of this Section 2.15, and to apply the provisions of this Section 2.15 to the remaining geographic locations, the remaining business activities, and the remaining time period not so severed by such judicial or arbitral authority. (e) Each party hereby agrees that any remedy at law for any breach of the provisions contained this Section 2.15 shall be inadequate and that the non-competition period which has been waivedbreaching party shall be entitled to seek injunctive relief in addition to any other remedy such non-breaching party might have under this Agreement.

Non-Competition. (a) Unless While employed by the obligation is waived or limited by Ceridian in accordance with subsection (b) of this Section 6.02, Executive agrees that Company and for a period of two years following termination of employment for any reasonOne (1) year thereafter, Executive will not shall not, directly or indirectly, alone engage in, operate, have any investment or interest or otherwise participate in any manner (whether as a partneran employee, officer, director, shareholder partner, agent, security holder, creditor, consultant or employee otherwise) in any Competing Business (as defined below); provided, that Executive may continue to hold securities and/or acquire, solely as an investment, shares of capital stock or other equity securities of any other firm company that is publicly traded, so long as Executive does not control, acquire a controlling interest in, or entitybecome a member of a group which exercises direct or indirect control of, engage in any commercial activity in competition with any part of Ceridian's business as conducted as of the date of such termination of employment or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this Agreement. For purposes of this subsection (a), "shareholder" shall not include beneficial ownership of less more than five percent (5%) of the combined voting power any class of all issued and outstanding voting securities capital stock of a publicly held corporation whose stock is traded on a major stock exchangesuch company. Also for For purposes of this subsection (a)Agreement, "Ceridian's the term “Competing Business” means any corporation, company, partnership, sole proprietorship, business" shall include business conducted by Ceridian , or its affiliates other person or entity that is engaged in the design, development of energy resources and any partnership or joint venture the production of electrical energy. Executive has carefully read and considered the provisions of Sections 9 and 11 hereof and agrees that the restrictions set forth in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) such sections are fair and reasonable and are reasonably required for the protection of the voting stock. (b) At interests of the Company, its sole option Ceridian mayofficers, by written notice directors, shareholders, and other employees, for the protection of the business of the Company. Executive acknowledges that he is qualified to Executive within 30 days after the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During businesses other than those that are subject to this Section 11. It is the term belief of the non-competition obligationparties, prior therefore, that the best protection that can be given to accepting employment with, or agreeing to provide consulting services to, any firm which offers products or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall Company that does not in any way constitute acquiescence infringe upon the rights of Executive to engage in any unrelated businesses is to provide for the restrictions described above. In view of the substantial harm which would result from a breach by Executive of Sections 9 or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian 11, the parties agree that the restrictions contained therein shall pay Executive an amount equal be enforced to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made maximum extent permitted by Ceridian to Executive pursuant to Article IV of this Agreementlaw. In the event that Ceridian elects, pursuant to subsection (b) any of this Section 6.02, to waive all or any portion of the non-competition obligation, no payment said restrictions shall be required held unenforceable by Ceridian with respect to any court of competent jurisdiction, the portion parties hereto agree that it is their desire that such court shall substitute a reasonable judicially enforceable limitation in place of any limitation deemed unenforceable and that as so modified, the non-competition period which has covenant shall be as fully enforceable as if it had been waivedset forth herein by the parties.

Non-Competition. (a) Unless Because of Employer's legitimate business interest as described herein and the obligation good and valuable consideration offered to the Employee, [the [receipt and] sufficiency of which is waived or limited by Ceridian in accordance acknowledged, ]during the term of Employee's employment and for the [TERM OF YEARS OR MONTHS], to run consecutively, beginning on the last day of the Employee's employment with subsection (b) of this Section 6.02the Employer [Group], Executive agrees that for a period of two years following termination of employment [for any reason, Executive will reason or no reason and whether employment is terminated at the option of the Employee or the Employer [Group],] the Employee agrees and covenants not directly or indirectly, alone or as a partner, officer, director, shareholder or employee of any other firm or entity, to engage in any commercial activity in competition with any part of Ceridian's business as conducted as of Prohibited Activity within the date of such termination of employment or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this Agreement[DESCRIPTION OF SCOPE OF GEOGRAPHIC RESTRICTION AND/OR SUBSECTION OF INDUSTRY OR CUSTOMER LIST]. For purposes of this subsection (a)non-compete clause, "shareholderProhibited Activity" is activity in which the Employee contributes the Employee's knowledge, directly or indirectly, in whole or in part, as an employee, employer, owner, operator, manager, advisor, consultant, agent, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity to an entity engaged in the same or similar business as the Employer, including those engaged in the business of [DESCRIPTION OF BUSINESS]. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. The Employer regards as its primary, but not exclusive, competitors the following [LIST OF PRIMARY COMPETITORS]. Nothing herein shall not include beneficial ownership of prohibit Employee from purchasing or owning less than five percent (5%) of the combined voting power of all issued and outstanding voting publicly traded securities of any corporation, provided that such ownership represents a publicly held corporation whose stock passive investment and that the Employee is traded on not a major stock exchangecontrolling person of, or a member of a group that controls, such corporation. Also for purposes This Section does not, in any way, restrict or impede the Employee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of this subsection (a)a court of competent jurisdiction or an authorized government agency, "Ceridian's business" provided that such compliance does not exceed that required by the law, regulation, or order. The Employee shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stock. (b) At its sole option Ceridian may, by promptly provide written notice of any such order to Executive within 30 days after the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity[AUTHORIZED OFFICER]. (c) During the term of the non-competition obligation, prior to accepting employment with, or agreeing to provide consulting services to, any firm which offers products or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waived.

Non-Competition. (ai) Unless Awardee agrees that, during the obligation is waived or limited by Ceridian in accordance with subsection (b) period commencing on the Date of this Section 6.02, Executive agrees that Grant and for a period of two years following termination of employment one (1) year after the date the Awardee ceases to be employed by the Company (the “Covenant Period”), Awardee shall not within the Area, for any reason, Executive will not a Protected Business (as defined below): (1) directly or indirectly, alone undertake to perform the duties and responsibilities substantially similar to those Awardee conducted, offered or as provided for the Company during the last twenty-four (24) months of Awardee’s employment with the Company (or such shorter period of time Awardee may have been employed); (2) directly or indirectly, undertake to perform any duties or responsibilities with regard to the development or enhancement of a partnerproduct, officerservice or software application competitive with any product, directorservice or software application of the Company about which Awardee obtained or created Confidential Information during the last twenty-four (24) months of Awardee’s employment with the Company (or such shorter period of time Awardee may have been employed); or (3) directly or indirectly, shareholder or employee of any other firm or entity, engage own an equity interest in a business engaged in any commercial activity in competition with any part Protected Business; provided, however, that nothing herein shall prohibit Awardee from being an owner of Ceridian's business as conducted as not more than 1.9% of the date of such termination of employment or with outstanding equity interests in any part of Ceridian's contemplated business with respect to entity which Executive has Confidential Information as governed by Article V of this Agreement. For purposes of this subsection (a), "shareholder" shall not include beneficial ownership of less than five percent (5%) of the combined voting power of all issued and outstanding voting equity securities of a publicly held corporation whose stock is traded listed on a major national stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian exchange or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stockother public market. (bii) At any time following the date the Awardee ceases to be employed by the Company and at least 90 days prior to the expiration of the Covenant Period, the Company may in its sole option Ceridian maydiscretion extend such Covenant Period for one (1) additional year, by written notice to Executive within 30 days after the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term of the non-competition obligation, prior to accepting employment with, or agreeing to provide consulting services to, any firm which offers products or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they during such extended Covenant Period Awardee will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount receive severance payments equal to the usual rate twelve (12) months of Executive's Base Salary Awardee’s base salary in effect at the time of terminationAwardee ceased to be employed by the Company (the “Severance Payments”). There Severance Payments, if elected by the Company, shall be credited against Ceridian's obligation payable in equal installments in accordance with the Company’s normal payroll practices. If the Company elects to make such payments extend the Covenant Period, then Awardee shall be entitled to Severance Payments only so long as Awardee has not breached any of the provisions of Section 11. Awardee shall not be entitled to any other payments made salary, compensation or benefits after termination of employment, except as may be provided under any Executive Severance Agreement between Awardee and Saia (if any) or as required by Ceridian to Executive pursuant to Article IV law. (iii) For purposes of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waived.a “

Non-Competition. (a) Unless While employed by the obligation is waived or limited by Ceridian in accordance with subsection (b) of this Section 6.02, Executive agrees that Company and for a period of two years following termination of employment for any reasonOne (1) year thereafter, Executive will not shall not, directly or indirectly, alone engage in, operate, have any investment or interest or otherwise participate in any manner (whether as a partneran employee, officer, director, shareholder partner, agent, security holder, creditor, consultant or employee otherwise) in any Competing Business (as defined below); provided, that Executive may continue to hold securities and/or acquire, solely as an investment, shares of capital stock or other equity securities of any other firm company that is publicly traded, so long as Executive does not control, acquire a controlling interest in, or entitybecome a member of a group which exercises direct or indirect control of, engage in any commercial activity in competition with any part of Ceridian's business as conducted as of the date of such termination of employment or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this Agreement. For purposes of this subsection (a), "shareholder" shall not include beneficial ownership of less more than five percent (5%) of the combined voting power any class of all issued and outstanding voting securities capital stock of a publicly held corporation whose stock is traded on a major stock exchangesuch company. Also for For purposes of this subsection (a)Agreement, "Ceridian's the term “Competing Business” means any corporation, company, partnership, sole proprietorship, business" shall include business conducted by Ceridian , or its affiliates other person or entity that is engaged in the design, development of energy resources and any partnership or joint venture the production of electrical energy. Executive has carefully read and considered the provisions of Sections 10 and 12 hereof and agrees that the restrictions set forth in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) such sections are fair and reasonable and are reasonably required for the protection of the voting stock. (b) At interests of the Company, its sole option Ceridian mayofficers, by written notice directors, shareholders, and other employees, for the protection of the business of the Company. Executive acknowledges that he is qualified to Executive within 30 days after the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During businesses other than those that are subject to this Section 12. It is the term belief of the non-competition obligationparties, prior therefore, that the best protection that can be given to accepting employment with, or agreeing to provide consulting services to, any firm which offers products or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall Company that does not in any way constitute acquiescence infringe upon the rights of Executive to engage in any unrelated businesses is to provide for the restrictions described above. In view of the substantial harm which would result from a breach by Executive of Sections 10 or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian 12, the parties agree that the restrictions contained therein shall pay Executive an amount equal be enforced to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made maximum extent permitted by Ceridian to Executive pursuant to Article IV of this Agreementlaw. In the event that Ceridian elects, pursuant to subsection (b) any of this Section 6.02, to waive all or any portion of the non-competition obligation, no payment said restrictions shall be required held unenforceable by Ceridian with respect to any court of competent jurisdiction, the portion parties hereto agree that it is their desire that such court shall substitute a reasonable judicially enforceable limitation in place of any limitation deemed unenforceable and that as so modified, the non-competition period which has covenant shall be as fully enforceable as if it had been waivedset forth herein by the parties.

Non-Competition. (a) Unless the obligation is waived or limited by Ceridian Except as otherwise provided in accordance with subsection (b) of this Section 6.02Agreement, Executive agrees that for a period of two five (5) years following termination after the Contribution Closing Date, the Contributor Parties shall not, and shall cause each of employment for any reasontheir respective Affiliates to not, Executive will not directly or indirectly, alone (x) engage in, or acquire an equity interest in, or provide debt financing to any Person who is engaged in, the Restricted Business in the United States (the “Restricted Territory”), (y) request any past, present or future customers of the Propane Group Entities within the Restricted Territory to curtail or cancel their business with Acquirer or any of its Affiliates (including the Propane Group Entities), or (z) except as a partnerrequired by Law, officerdisclose to any Person the names of past or existing customers of the Propane Group Entities. Nothing in this Agreement or in the definition of Restricted Business shall prohibit or in any way restrict any NRGY Entity from: (i) acquiring or owning the Retained Units, director, shareholder the Retained Assets or employee otherwise entering into or exercising any rights of such NRGY Entity pursuant to the NRGY Support Agreement or acquiring or owning less than 5% of the outstanding voting power of any other firm publicly traded Person, including if such Person is engaged in a Restricted Business; (ii) performing its obligations under the Transaction Agreements; or (iii) acquiring the assets or entitycapital stock or other equity interests of any Person which is engaged in a Restricted Business (“Acquired Company”) if, engage in any commercial activity in competition with any part of Ceridian's business as conducted as of its last full fiscal year prior to such acquisition, the date consolidated revenues of such termination of employment or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this Agreement. For purposes of this subsection (a), "shareholder" shall not include beneficial ownership of Acquired Company from the Restricted Business in the Restricted Territory was less than twenty-five percent (525%) of the combined voting power aggregate consolidated revenues of all issued and outstanding voting securities of such Acquired Company; provided, however, that if an NRGY Entity acquires an Acquired Company with consolidated revenues from a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture Restricted Business in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less the Restricted Territory greater than fifteen ten percent (1510%) of the voting stockaggregate consolidated revenues of such Acquired Company, such NRGY Entity shall (A) provide Acquirer the exclusive opportunity, for a period of forty five (45) days following the closing of such acquisition, to negotiate the purchase of such portion of such business that is engaged in the Restricted Business and (B) if such NRGY Entity and Acquirer do not enter into an agreement with respect to Acquirer’s purchase of such portion of such business within such forty five (45)-day period, divest such portion of such entire business within nine (9) months of the acquisition. (b) At its sole option Ceridian may, by written notice to Executive within 30 days after The Contributor Parties agree that the effective date of termination of Executive's employment, waive or limit the time and/or duration and geographic area in which Executive cannot engage in competitive activity. (c) During the term scope of the non-competition obligation, prior to accepting employment with, or agreeing to provide consulting services to, any firm which offers products or services provision set forth in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this AgreementSection 5.11 are reasonable. In the event that Ceridian electsany court determines that the duration or geographic scope of the restrictions set forth in this Section 5.11, pursuant or both, is unreasonable and that such provision is to subsection (b) that extent unenforceable, the Parties agree that the provision shall remain in full force and effect for the greatest time period and in the greatest area that would not render it unenforceable. The Parties intend that this non-competition provision shall be deemed to be a series of separate covenants, one for each and every county of each and every state of the United States of America. Additionally, because of the difficulty of measuring economic losses to Acquirer as a result of a breach of this Section 6.025.11, to waive all or any portion and because of the non-competition obligationimmediate and irreparable damage that could be caused to Acquirer for which it may not have any other adequate remedy, no payment shall be required the Contributor Parties agree that Acquirer may seek to enforce the provisions of this Section 5.11 by Ceridian with respect seeking to the portion of the non-competition period which has been waivedobtain injunctions, restraining orders and other equitable actions pursuant to Section 9.4.

Non-Competition. (a) Unless During the obligation is waived or limited by Ceridian in accordance with subsection (b) of this Section 6.02Term, Executive agrees that for a period of two years following termination of employment for any reason, Executive Knight will not Promote, or permit its Affiliates to Promote, market or sell a Competitive Product in the Territory, or acquire, or permit its Affiliates to acquire, directly or indirectlyindirectly any rights or interest in or to any Competitive Product that is being Promoted, alone marketed or as sold in the Territory, if such Competitive Product has Regulatory Approval for, or is otherwise not prohibited by a partnerRegulatory Authority from being marketed for, officer, director, shareholder either the Initial Indication or employee of any a Subsequent Indication other firm or entity, engage in any commercial activity in competition with any part of Ceridian's business as conducted as of the date of such termination of employment or with any part of Ceridian's contemplated business with respect than Sublicensed Product sublicensed to which Executive has Confidential Information as governed by Article V of Knight under this Agreement. For purposes of this subsection (a)Notwithstanding anything in the preceding sentence, "shareholder" Knight shall not include beneficial ownership of less than five percent (5%) of the combined voting power of all issued and outstanding voting securities of only be prohibited from Promoting, marketing or selling a publicly held corporation whose stock Competitive Product for a Subsequent Indication if there is traded on a major stock exchangeFDA Regulatory CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. Also A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Approval for purposes of this subsection (a)such Subsequent Indication prior to such time as Knight begins to Promote, "Ceridian's business" shall include business conducted by Ceridian market or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stocksell such Competitive Product. (b) At During the Term, Braeburn will not Promote, or permit its sole option Ceridian mayAffiliates to Promote, by written notice market or sell a Competitive Product in the Territory, or acquire, or permit its Affiliates to Executive within 30 days after acquire, directly or indirectly any rights or interest in or to any Competitive Product that is being Promoted, marketed or sold in the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activityTerritory. (c) During the term of the non-competition obligationSubject to Section 2.9, prior to accepting employment withnothing in this Section 2.10 shall prevent either party from marketing, or agreeing to provide consulting services to, any firm which offers products or services in the fields Territory, pharmaceutical products other than Sublicensed Products and Competitive Products, including pharmaceutical products that contain buprenorphine with a treatment duration of electronics one week or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VIone month. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waived.

Non-Competition. (a) During the term of this Agreement, Executive will devote full time and energy to furthering Ceridian's business and will not pursue any other business activity without Ceridian's written consent. Unless the obligation is waived or limited by Ceridian in accordance with subsection (b) of this Section 6.02, Executive agrees that during his or her employment with Ceridian and for a period of two years following termination of employment for any reasonreason ("Non-Compete Period"), Executive will not directly or indirectly, alone or as a partner, officer, director, shareholder or employee of any other firm or entity, engage in any commercial activity in competition with any part of Ceridian's business as conducted as of the date of such termination of employment or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this AgreementInformation. For purposes of this subsection (a), "shareholder" shall not include beneficial ownership of less than five percent (5%) of the combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stock. (b) At its sole option Ceridian may, by written notice to Executive at any time within 30 days after the effective date of termination of Executive's employmentNon-Compete Period, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term of the nonNon-competition obligationCompete Period, prior to accepting employment with, with or agreeing to provide consulting services to, any firm or entity which offers competitive products or services in the fields of electronics or information processingservices, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed firm and the employment or consulting services and to be rendered to the firm to which they will be renderedor entity, and shall include a copy of the written offer of employment or engagement of consulting services. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During In the event Executive has provided notice to Ceridian pursuant to subsection (c) of this Section 6.02 and has not accepted employment with or agreed to provide consulting services to, any period firm or entity directly as a result of his or her non-competition obligation pursuant to this Article VI Section 6.02, Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of terminationtermination on a regular payroll period basis until the end of the Non-Compete Period. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waived.Article

Non-Competition. (a) Unless Except for any Subsidiaries retained by the obligation is waived or limited by Ceridian in accordance with subsection (b) of this Section 6.02Company because a Requisite Regulatory Approval was not obtained prior to the Closing Date, Executive Parent agrees that for a period of two (2) years following termination of employment for any reason, Executive from the Closing Date hereof it will not directly or indirectly, alone or as a partner, officer, director, shareholder or employee of any other firm or entity, and it will cause its subsidiaries not to (a) engage in any commercial activity in competition with any part consumer finance lending which has as its primary purpose direct general consumer lending, except as otherwise contemplated by this Agreement or (b) specifically target customers of Ceridian's business as conducted the Company or its Subsidiaries as of the date of such termination of employment Closing Date for financial services or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this Agreementinsurance products. For purposes of this subsection (a), "shareholder" shall not include beneficial ownership of less than five percent (5%) of the combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also Except for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stock. clause (b) At in the immediately preceding sentence, nothing herein shall be interpreted, however, to restrict Parent or its sole option Ceridian maysubsidiaries from engaging in consumer lending and leasing (secured or unsecured) which is related to the purchase, by written notice financing or refinancing of (i) timeshare intervals, whether fee simple, fractional, right to Executive within 30 days after the effective date use, membership, or any similar resort industry description; (ii) memberships of termination of Executive's employmentany kind or classification in golf courses, waive country clubs, boating clubs, or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term yacht clubs, or other clubs, resorts or any organizations related to any of the non-competition obligationforegoing; (iii) aircraft, prior to accepting employment withaircraft engines, avionics or agreeing to provide consulting services toflight related equipment; (iv) products manufactured, distributed or sold by Parent or any firm entity which offers products formerly or services may in the fields future be a commercial finance customer of electronics Parent or information processingits subsidiaries, Executive shall give 30 days prior written notice to Ceridianwhether or not such products are also financed by Parent or its subsidiaries under a flooring or wholesale arrangement, (v) residential real estate, improved or unimproved; or (vi) premiums for any insurance products. Such written notice shall describe It is expressly understood that Parent and its subsidiaries are in the proposed employment or consulting services global commercial finance and insurance business, and in the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver business of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There purchasing and/or servicing consumer notes, invoices, accounts, mortgages, security instruments and other paper, and nothing herein shall be credited against Ceridianinterpreted as restricting Parent's obligation or its subsidiaries' right to make such payments any continue in those businesses. It is also expressly understood that Parent and its subsidiaries routinely accept the pledge of consumer notes, invoices, accounts, mortgages, security instruments and other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the non-competition obligation, no payment paper in connection with global commercial finance transactions and nothing herein shall be required by Ceridian with respect interpreted as restricting Parent's or its subsidiaries' continued right to the portion of the non-competition period which has been waivedaccept such security.

Non-Competition. (a) Unless the obligation is waived or limited by Ceridian in accordance with subsection (b) of this Section 6.02, Executive agrees that for a period of two years following termination of employment for any reasonreason ("Non-Compete Period"), Executive will not directly or indirectly, alone or as a partner, officer, director, shareholder or employee of any other firm or entity, engage in any commercial activity in competition with any part of Ceridian's business as conducted as of the date of such termination of employment or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this AgreementInformation. For purposes of this subsection (a), "shareholder" shall not include beneficial ownership of less than five percent (5%) of the combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stock. (b) At its sole option Ceridian may, by written notice to Executive at any time within 30 days after the effective date of termination of Executive's employmentNon-Compete Period, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term of the nonNon-competition obligationCompete Period, prior to accepting employment with, with or agreeing to provide consulting services to, any firm or entity which offers competitive products or services in the fields of electronics or information processingservices, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed firm and the employment or consulting services and to be rendered to the firm to which they will be renderedor entity, and shall include a copy of the written offer of employment or engagement of consulting services. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During In the event Executive has provided notice to Ceridian pursuant to subsection (c) of this Section 6.02 and has not accepted employment with or agreed to provide consulting services to, any period firm or entity directly as a result of his or her non-competition obligation pursuant to this Article VI Section 6.02, Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of terminationtermination on a regular payroll period basis until the end of the Non-Compete Period. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the non-competition obligationobligation set forth in subsection (a) hereof, no payment shall be required by Ceridian with respect to the portion of the nonNon-competition period Compete Period which has been waived. (e) In the event Executive fails to provide notice to Ceridian pursuant to subsection (c) of this Section 6.02 and/or in anyway violates its non-competition obligation pursuant to Section 6.02, Ceridian may enforce all of its rights and remedies provided to it under this Agreement, in law and in equity, and Executive shall be deemed to have expressly waived any rights he or she may have had to payments under subsection (d) of this Section 6.02.

Non-Competition. (a) Unless Seller agrees that, as part of the obligation is waived or limited by Ceridian in accordance with subsection (b) consideration for the payment of this Section 6.02the Purchase Price, Executive agrees that for a period of two three (3) years immediately following termination the Closing Date, neither Seller nor any of employment for any reasonits Affiliates will, Executive will not directly or indirectly, alone or as a partnerprincipal, officerstockholder, directorjoint venturer or otherwise, shareholder operate, perform or employee have any ownership interest in any business that designs, develops, manufactures, markets, sells, installs or distributes products in competition with the Engenio Business, except that Seller may (i) continue the activities of its RAID adapter business which develops LSI® MegaRAID® and 3ware® storage controllers and software and the ONStor™ clustered NAS gateway and non-integrated file storage products business of Seller which develops ONStor™ Products, and (ii) purchase or otherwise acquire by merger, purchase of assets, stock (including investing as a minority shareholder), controlling interest or otherwise any other firm Person or entity, business or engage in any commercial similar merger and acquisition activity with any Person the primary business of which is not in competition with the Engenio Business, provided that Seller may not provide any part of Ceridian's such business as conducted as access or license to any of the date of such termination of employment Assigned Intellectual Property for use in any business or product line that competes with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this Agreementthe Engenio Business. For the purposes of this subsection (aSection 5.11(a), "shareholder" shall not include beneficial ownership of less than five percent (5%) of the combined voting power of all issued and outstanding voting securities of a company whose securities are publicly held corporation whose stock is traded on under a major stock exchangerecognized securities exchange not in excess of 5% of any class of such securities shall not be considered to be competition with the Engenio Business, and a Person shall not be considered to be in the “primary business” of competing with the Engenio Business if such Person derives less than 20% of its revenues from products that compete with the Engenio Business. Also for purposes For the avoidance of this subsection (a)doubt, "Ceridian's business" shall include business conducted by Ceridian or its affiliates the parties agree that the agreements and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used limitations set forth in this sentence Section 5.11 shall not include apply to any corporation entity that acquires all or part of Seller in which Ceridian has ownership of less than fifteen percent (15%) of the voting stockany transaction. (b) At its sole option Ceridian maySeller acknowledges that the restrictions set forth in Section 5.11(a) constitute a material inducement to Buyer’s entering into and performing this Agreement. Seller further acknowledges, by written notice stipulates and agrees that a breach of such obligation could result in irreparable harm and continuing damage to Executive within 30 days after Buyer for which there may be no adequate remedy at Law and further agrees that in the effective date event of termination any breach of Executive's employmentsaid obligation, waive or limit Buyer may be entitled to injunctive relief and to such other relief as is proper under the time and/or geographic area in which Executive cannot engage in competitive activitycircumstances. (c) During If any provision contained in this Section shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 5.11, but this Section 5.11 shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the term intention of the non-competition obligation, prior parties that if any of the restrictions or covenants contained herein is held to accepting employment withcover a geographic area or to be for a length of time which is not permitted by applicable Law, or agreeing to provide consulting services to, any firm which offers products or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence construed to be too broad or waiver to any extent invalid, such provision shall not be construed to be null, void and of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal no effect, but to the usual rate extent such provision would be valid or enforceable under applicable Law, a court of Executive's Base Salary in effect at competent jurisdiction shall construe and interpret or reform this Section 5.11 to provide for a covenant having the maximum enforceable geographic area, time of termination. There period and other provisions (not greater than those contained herein) as shall be credited against Ceridian's obligation to make valid and enforceable under such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waivedapplicable Law.

Non-Competition. (a) Unless Executive recognizes that his duties will entail the obligation is waived or limited by Ceridian receipt of Trade Secrets and Confidential Information as defined in accordance with subsection (b) of this Section 6.026. Those Trade Secrets and Confidential Information have been developed by the Company at substantial cost and constitute valuable and unique property of the Company. Accordingly, the Executive acknowledges that protection of Trade Secrets and Confidential Information is a legitimate business interest. Executive agrees that not to compete with the Company during the Employment Term and for a reasonable and limited period thereafter. Therefore, during the Employment Term and during the applicable Continuation Period thereafter (or, in the event of as termination for Cause by the Company or without Good Reason by the Executive, a period of two (2) years following termination the Termination Date), the Executive shall not have an investment of employment for $100,000.00 or more in a Competing Business (as defined herein) and shall not render personal services to any reasonsuch Competing Business in any manner, Executive will not directly or indirectlyincluding, alone or without limitation, as a owner, partner, director, trustee, officer, directoremployee, shareholder consultant or employee advisor thereof. If the Executive shall breach the covenants contained in this Non-Competition provision, the Company shall have no further obligation to make any payment to the Executive pursuant to this Agreement and may recover from the Executive all such damages as it may be entitled to at law or in equity. In addition, the Executive acknowledges that any such breach is likely to result in irreparable harm to the Company. The Company shall be entitled to specific performance of the covenants in this Section 6, including entry of a temporary restraining order in state or federal court, preliminary and permanent injunctive relief against activities in violation of this Section 6, or both, or other appropriate judicial remedy, writ or order, in addition to any damages and legal expenses which the Company may be legally entitled to recover. Executive acknowledges and agrees that the covenants in this Section 6 shall be construed as agreements independent of any other firm provision of this Agreement or entityany other agreement between the Company and Executive, engage in and that the existence of any commercial activity in competition with claim or cause of action by Executive against the Company, whether predicated upon this Agreement or any part of Ceridian's business as conducted as of other agreement, shall not constitute a defense to the date enforcement by the Company of such termination of employment or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this Agreementcovenants. For purposes The provisions of this subsection (a), "shareholder" d) shall not include beneficial ownership of less than five percent (5%) of the combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stock. (b) At its sole option Ceridian may, by written notice be applicable to Executive within 30 days after if Executive is terminated from employment without Cause or the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term of the non-competition obligation, prior to accepting resigns from employment with, or agreeing to provide consulting services to, any firm which offers products or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waived.for Good Reason

Non-Competition. 12.1 The Employee covenants and agrees that he will not, until that day which is the earlier of: (i) one year from the expiry of the Term; and (ii) the day the Vendors become entitled to terminate Chelsea's right of first refusal provided in Section 7 of the Amendment and Restatement pursuant to Section 7.4(h)(i) of the Escrow Agreement: (a) Unless the obligation is waived or limited by Ceridian in accordance with subsection (b) of this Section 6.02, Executive agrees that for a period of two years following termination of employment for any reason, Executive will not directly or indirectly, in any capacity whatsoever, alone or in association with any other person, firm or corporation (other than the Company or Cool Entertainment), as a partnerprincipal, officeragent, shareholder, director, shareholder guarantor, creditor, or employee of in any other firm or entityrelationship whatsoever, save and except as an employee only, engage or be concerned or interested in any commercial activity business substantially similar to the business of Cool Entertainment and which may compete with the business of Cool Entertainment at any time during that period in competition any territory in which Cool Entertainment carries on its business; (b) directly or indirectly, use or disclose to any person, except duly authorized officers and employees of the Company and Cool Entertainment, any Confidential Information acquired by him by reason of his involvement and association with the Company; or (c) directly or indirectly, solicit any part customer of Ceridian's business as conducted Cool Entertainment, as of the date of such termination of employment, in any territory in which Cool Entertainment carries on its business during that period. Notwithstanding the foregoing, the Employee may invest in or have an interest in entities traded on any public market or offered by any brokerage house, if an so long as the interest does not exceed 5% of the voting control of such entity. 12.2 The parties recognize that irreparable damage would result from any violation of the covenant in Section 12. 1. It is therefore expressly agreed that, in addition to any and all of the remedies available to the Company and Cool Entertainment, they will each be entitled to the immediate remedy of injunction or such other equitable relief as may be decreed or issued by any court of competent jurisdiction to enforce Section 12.1 hereof. 12.3 The Employee acknowledges that the covenant in Section 12.1 hereof is given for good and valuable consideration (receipt of which is hereby acknowledged), and that by reason of his unique knowledge of and his association with the business of Cool Entertainment, the scope of such covenant as to time and area is reasonable and commensurate with the protection of the legitimate interests of Cool Management and Cool Entertainment. The covenant in Section 12.1 shall survive termination of the Employees employment or with hereunder for a period of one year, and such covenant is severable for that purpose. If any part of Ceridian's contemplated business with respect such covenant is held to which Executive has Confidential Information as governed be unenforceable by Article V a court of this Agreementcompetent jurisdiction, such part may be severed and replaced by the widest term that would not be held to be void or unenforceable. For purposes of this subsection (a), "shareholder" shall not include beneficial ownership of less than five percent (5%) of the combined voting power of The Employee waives all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stock. (b) At its sole option Ceridian may, by written notice to Executive within 30 days after the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term of the non-competition obligation, prior to accepting employment with, or agreeing to provide consulting services to, any firm which offers products or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal defences to the usual rate strict enforcement of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waivedcovenant.

Non-Competition. (a) Unless the obligation is waived or limited by Ceridian in accordance with subsection (b) of this Section 6.02, Executive Such Restricted Party agrees that for a such Restricted Party shall not, at any time during the period of two years following termination time during which such Restricted Party is providing services to the Facility and continuing during the Restricted Period, on such Restricted Party’s own behalf or on behalf of employment for any reasonother Person (other than Holdco Group), Executive will not directly or indirectlyindirectly (including through another Person, alone including its Family Group or any Affiliate) enter into or attempt to enter into any Restricted Business or own voting equity in, or form or operate as a partneran owner, equity holder, interest holder, stockholder, officer, director, shareholder or employee of member, manager, partner, co-venturer, any other firm or entity, engage business engaged in activities relating to any commercial activity in competition with any part of Ceridian's business as conducted as of the date of such termination of employment or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this Agreement. For purposes of this subsection (a), "shareholder" shall not include beneficial ownership of less than five percent (5%) of the combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stockRestricted Business. (b) At its sole option Ceridian maySuch Restricted Party acknowledges and agrees that, for purposes of this Agreement, indirect acts by written notice to Executive within 30 days after the effective date of termination of Executive's employmentsuch Restricted Party shall include, waive without limitation, an act by any Person directly or limit the time and/or geographic area in which Executive cannot engage in competitive activityindirectly controlled by such Restricted Party. (c) During Such Restricted Party acknowledges that (i) the term confidential and propriety information and the goodwill associated with the Business and its customers, suppliers, vendors and employees is an integral component of the non-competition obligation, prior to accepting employment with, or agreeing to provide consulting services to, any firm which offers products or services value of the Business being acquired by Holdco in this Agreement and Braves in the fields Merger Agreement and that the obligations of electronics or information processingsuch Restricted Party under this Agreement are a material inducement to Holdco’s execution and performance of this Agreement and Braves’ execution and performance of the Merger Agreement, Executive shall give 30 days prior written notice (ii) at the time that these restrictive covenants are made, to Ceridian. Such written notice shall describe the proposed employment or consulting services extent applicable to such Restricted Party, the limitations as to time, geographic scope and activity to be restrained, as described in this Section 2 are reasonable and do not impose a greater restraint than necessary to protect Holdco’s and Braves’ legitimate business interests and the firm value to Holdco and Braves of the transactions contemplated by this Agreement and the Merger Agreement, including, without limitation, the Confidential Information, the relationships with employees and customers, and/or the goodwill and business productivity of the Business, (iii) such Restricted Party has carefully read this Agreement and has given careful consideration to the restraints imposed upon such Restricted Party by this Agreement and consents to the terms of such restrictive covenants and (iv) the restrictions set forth in this Agreement are fair and reasonable in light of the nature of the operations of the Business and geographic scope, which they will be rendered. Ceridian's failure reasonably correlates to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VIthe Restricted Area. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal Notwithstanding anything to the usual rate contrary in this Section 2, (a) the Restricted Parties may own or hold, solely as passive investments, securities of Executive's Base Salary a publicly traded corporation involved in effect at a Restricted Business; provided that, for each such investment, (i) the time aggregate securities held by the Restricted Parties do not exceed three percent (3%) of termination. There shall be credited against Ceridian's obligation the outstanding securities of such Restricted Business, and (ii) no Restricted Party, directly or indirectly, participates in, or attempts to make influence, the management, direction or policies of such payments Restricted Business (other than through the exercise of any other payments made voting rights held by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian electssuch Restricted Party in connection with such securities), pursuant to subsection (b) if the Restricted Party retains ownership in the Company following the Merger, the Restricted Party shall remain subject to the terms and conditions of the Operating Agreement of the Company, and (c) the Restricted Party may provide services for a Restricted Business within the Restricted Territory so long as the Restricted Party does not own or hold any securities in such Restricted Business. (e) Notwithstanding anything to the contrary in this Section 6.022, a Restricted Party who is a licensed physician by ‎the applicable state medical board in which such Restricted Party practices or in which such Facility is located may, at all times:‎ (i) have access to waive all or any portion medical records of the non-competition obligation, no payment shall be required by Ceridian with respect physician's patients upon authorization of the ‎pertinent patient and any copies of medical records to the portion extent permitted by applicable ‎state and federal Legal Requirements upon payment of a reasonable fee when permitted by applicable ‎Legal Requirements, which access will be in the non-competition period format in which has been waived.those records are normally maintained; and (ii) provide continuing care and treatment to any patients during the course of an acute illness.‎

Non-Competition. (a) Unless the obligation is waived or limited by Ceridian in accordance with subsection (b) of this Section 6.02, Executive agrees that for a period of two years following termination of employment for any reason, Executive will not directly or indirectly, alone or as a partner, officer, director, shareholder or employee of any other firm or entity, engage in any commercial activity in competition with any part of Ceridian's business as conducted as In view of the date employer’s international field of such termination of employment or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this Agreement. For purposes of this subsection (a)activity, "shareholder" shall not include beneficial ownership of less than five percent (5%) of the combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stock. (b) At its sole option Ceridian may, by written notice to Executive within 30 days after the effective date Grantee has left the employer and even if the Grantee’s seniority would be inferior to six (6) months, except in case of termination of Executive's the employment by the Grantee for serious cause, the Grantee shall, during the Grantee’s employment with any member of the Company Group, during any period between Retirement and the Vesting Date (if applicable) and during the Restricted Period, on the territory specified below, be prohibited from exercising similar activities, either by running a personal enterprise or by being hired or engaged by a competing employer and having thus the opportunity of causing a prejudice to the employer by using for himself/herself or for the profit of a competitor, the Grantee’s knowledge of any practice specific to the employer which the Grantee has acquired on an industrial or commercial level during the Grantee’s employment, waive or limit . The prohibition referred to in this Sub-Section 6bis applies to the time and/or geographic area territory of Belgium and the Netherlands. The Grantee accepts that this territory is automatically extended to the countries in which Executive cannot engage the Grantee would also be active in competitive activity. the last thirty-six (c36) During months prior to the day of termination of the employment. If the non-competition obligation of this Sub-Section 6bis applies, a one off and lump sum indemnity will be paid to the Grantee, unless the employer waives the application of this clause within fifteen (15) days following the termination of the employment. This indemnity will amount to half of the gross salary for the term of the effective application of the non-competition obligation, prior to accepting employment with, or agreeing to provide consulting services to, any firm which offers products or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of If the non-competition obligationobligation of this Sub-Section 6bis applies and if the Grantee fails to comply with its provisions, no payment shall be required by Ceridian with respect the Grantee will reimburse to the portion employer the indemnity the Grantee received and, in addition thereto, the Grantee will pay an equivalent amount as damages, without prejudice to the employer’s right to claim any additional damages. If, notwithstanding the severability provisions in the Agreement, the Belgian Alternative Provision 1 would also be considered to be null and void, the Company, acting on behalf of the non-competition period which has been waivedemployer, and the Grantee, agree to be bound by the following provision if the Grantee does not qualify as a sales representative (the “Belgian Alternative Provision 2”): 6bis.

Non-Competition. 10.1 The Executive shall not compete with the Corporation, the Parent or any of their Affiliates, directly or indirectly. He shall not participate in any capacity whatsoever in a business that would directly or indirectly compete with the Corporation, the Parent or any of their Affiliates, including, without limitation, as an executive, director, officer, employer, principal, agent, fiduciary, administrator of another's property, associate, independent contractor, franchisor, franchisee, distributor or consultant unless such participation is fully disclosed to the Board and approved in writing in advance. In addition, the Executive shall not have any interest whatsoever in such an enterprise, including, without limitation, as owner, shareholder, partner, limited partner, lender or silent partner. This noncompetition covenant is limited as follows: (a) Unless As to the obligation is waived or limited by Ceridian in accordance with subsection (b) time period, to the duration of this Section 6.02, Executive agrees that the Executive's employment and for a period of two one (1) years following termination of employment for any reason, Executive will not directly or indirectly, alone or as a partner, officer, director, shareholder or employee of any other firm or entity, engage in any commercial activity in competition with any part of Ceridian's business as conducted as of the date of such termination of employment his employment; (b) As to the geographical area, the territory in which a specific product had been actively exploited by the Corporation, the Parent and/or their Affiliates during the period of Executive’s employment; (c) As to the nature of the activities, to duties or with any part activities which are identical or substantially similar to those performed or carried on by the Executive at or during Executive’s employment. 10.2 The foregoing stipulation shall nevertheless not prevent the Executive from buying or holding shares or other securities of Ceridian's contemplated business with respect to which a corporation or entity other than the Corporation or the Parent whose securities are publicly traded on a recognized stock exchange where the securities so held by the Executive has Confidential Information as governed by Article V of this Agreement. For purposes of this subsection (a), "shareholder" shall do not include beneficial ownership of less represent more than five percent (5%) of the combined voting power shares of all issued such other corporation or entity and outstanding voting securities do not allow for its control. 10.3 The Executive also undertakes, for the same period and in respect of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (athe same territory referred to hereinabove in subsections 10.1(a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stock. (b) At its sole option Ceridian mayand (c), by written notice not to Executive within 30 days after solicit clients or do anything whatsoever to induce or to lead any person to end, in whole or in part, business relations with the effective date Corporation, the Parent or any of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activitytheir Affiliates. (c) During 10.4 The Executive also undertakes, for the term same period and in respect of the non-competition obligationsame territory referred to hereinabove in subsections 10.1(a), prior to accepting employment with, or agreeing to provide consulting services to, any firm which offers products or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) and (c), not to induce, attempt to induce or otherwise interfere in the relations which the Corporation, the Parent or any of their Affiliates has with their distributors, suppliers, representatives, agents and other parties with whom any of them deals. 10.5 The Executive also undertakes, for the same period and in respect of the same territory referred to in subsections 10.1(a), (b) and (c), not to induce, attempt to induce or otherwise solicit the personnel of the Corporation, the Parent or their Affiliates to leave their employment with the Corporation, the Parent or any of their Affiliates nor to hire the personnel of the Corporation, the Parent or any of their Affiliates for any enterprise in which the Executive has an interest. 10.6 The Executive acknowledges that the provisions of this Section 6.0210 are limited as to the time period, to waive all or any portion the geographic area and the nature of the non-competition obligation, no payment shall be required by Ceridian with respect activities to what the portion parties deem necessary to protect the legitimate interests of the non-competition period Corporation, the Parent and their Affiliates, while allowing the Executive to earn his living. 10.7 Nothing in this Section 10 shall operate to reduce or extinguish the obligations of the Executive arising at law or under this contract which has been waivedsurvive at the termination of this Agreement in reason of their nature and, in particular, without limiting the foregoing, the Executive's duty of loyalty and obligation to act faithfully, honestly and ethically.

Non-Competition. Executive agrees to comply with the non-competition covenants set forth in this Section 10.1. Executive may at any time waive his right to receive Severance Compensation (aincluding during the period that he is receiving Severance Compensation) Unless by notifying ATA in writing of such waiver, at which point Executive will no longer be entitled to receive any further Severance Compensation and Executive will no longer be bound by the obligation is waived or limited by Ceridian non-competition covenants set forth in accordance with subsection (b) Section 10.1 of this Agreement. If Executive violates any of the non-competition covenants set forth in Section 6.02, Executive agrees that for a period 10.1 of two years following termination of employment for any reasonthis Agreement, Executive will not directly be entitled to payment of any further Severance Compensation. (a) During the term of Executive’s employment with the Companies under this Agreement and thereafter during the period that Executive is actually receiving Severance Compensation after the termination of such employment (the "Post-Termination Period"), Executive will not own, manage, operate, control, invest in, lend to, acquire an interest in, or indirectlyotherwise engage or participate in (whether as an employee, alone or as a independent contractor, consultant, partner, officershareholder, directorjoint venturer, shareholder investor or employee of any other firm type of participant), or entityuse or permit Executive’s name to be used in, engage in any commercial activity in competition business which competes with any part of Ceridian's business Business (as conducted as of the date of such termination of employment or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this Agreementdefined below). For purposes of clarity, if this subsection Agreement terminates and Executive is not to receive Severance Compensation following such termination, the non-competition covenants in this Section 10.1 shall no longer be in effect. Further, if following a termination of this Agreement Executive is to be receiving Severance Compensation but the Companies default in its payment following ten (a10) days' written notice to the Companies from Executive, the non-competition covenants in this Section 10.1 shall expire and shall no longer be in effect. (b) During Executive’s employment under this Agreement and thereafter during the Post-Termination Period, Executive will not within the Restricted Geographic Territory own, manage, operate, control, invest in, lend to, acquire an interest in, or otherwise engage or participate in (whether as an employee, independent contractor, consultant, partner, shareholder, joint venturer, investor or any other type of participant), "or use or permit Executive’s name to be used in, any business which competes with any Business. The parties acknowledge and agree that the Business is generally located at least within the Restricted Geographic Territory, extends throughout the Restricted Geographic Territory and is not limited to any particular region of the Restricted Geographic Territory. (c) During Executive’s employment under this Agreement and thereafter during the Post-Termination Period, Executive will not within the Restricted Geographic Territory own, manage, operate, control, invest in, lend to, acquire an interest in, or otherwise engage or participate in (whether as an employee, independent contractor, consultant, partner, shareholder" shall , joint venturer, investor or any other type of participant), or use or permit Executive’s name to be used in, any business which competes with any Business, as such Business existed during Executive’s employment with ATA and as of the termination of Executive’s employment with ATA. (d) During Executive’s employment under this Agreement and thereafter during the Post-Termination Period, Executive will not include beneficial within the Restricted Geographic Territory own, manage, operate, control, invest in, lend to, acquire an interest in, or otherwise engage or participate in (whether as an employee, independent contractor, consultant, partner, shareholder, joint venturer, investor or any other type of participant) or use or permit Executive’s name to be used in, any business which competes with any charter or scheduled service commercial air carrier routes flown by ATA as such existed during Executive’s employment with ATA and as of the termination of Executive’s employment with ATA. (e) Notwithstanding the provisions of Sections 10.1(a), 10.1(b), 10.1(c), and 10.1(d) hereof, the parties agree that Executive is not prohibited from owning for investment purposes securities of any public company provided such ownership of less than does not exceed five percent (5%) of the combined voting power any class of all issued and outstanding voting securities of a publicly held corporation whose stock such public company. (f) Notwithstanding the provisions of Sections 10.1(a), 10.1(b), 10.1(c), and 10.1(d) hereof, the parties agree that during the Post-Termination Period, Executive may be employed by or render services to Southwest Airlines Co. or any of its subsidiaries, without limitation, and also to any entity that owns at least ten percent (10%) of one of the Companies, if Executive’s principal function for such entity is traded on a major stock exchange. Also for to assist in monitoring, and counseling such entity with respect to, its investment in both or either of the Companies. (g) For purposes of this subsection Agreement, the term “Business” means, collectively, the sale or provision of air carrier services certified by the Federal Aviation Association (a“FAA”) or United States Department of Transportation (“DOT”), "Ceridian's business" shall include non-military charter and air taxi services, military charter services to the United States’ military, cargo services, wet leasing or any other business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) either of the voting stock. (b) At its sole option Ceridian may, by written notice to Executive within 30 days after Companies as such business existed at any time during Executive’s employment with either of the effective date Companies and as of the termination of Executive's such employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term of the non-competition obligation, prior to accepting employment with, or agreeing to provide consulting services to, any firm which offers products or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV For purposes of this Agreement. In , the event that Ceridian elects, pursuant to subsection term “Restricted Geographic Territory” means (bi) of this Section 6.02, to waive all or any portion the geographic area of the noncontinental United States plus the State of Hawaii plus any geographic area within a 100-competition obligation, no payment shall be required by Ceridian mile radius of any destination in the world to which ATA has flown commercial airline passengers at any time during Executive’s employment with respect to the portion either of the nonCompanies; (ii) the geographic area of the continental United States, plus the State of Hawaii, plus any geographic area within a 50-competition period mile radius of any destination in the world to which ATA has been waivedflown United States’ military charters at any time during the Executive’s employment with either of the Companies; and (iii) any additional geographic areas in which either of the Companies sold or solicited or marketed the sale of any aspect of its Business at any time during Executive’s employment with either of the Companies.

Non-Competition. A. Executive acknowledges and recognizes the highly competitive nature of the busi-ness of the Company and that he provides essential and unique services to the Company. Accordingly, despite that the terms contained herein may limit Executive's ability to engage in certain business pursuits during the Restricted Period (aas defined below), Executive hereby agrees as follows: During the Term and for the period ending three years following the termination of the Term and Executive's employment with the Company for any reason other than an involuntary termination without Cause or a voluntary resignation by Executive, each within one (1) Unless the obligation is waived or limited by Ceridian in accordance with subsection year of a Change of Control (bas defined herein) of this Section 6.02, Executive agrees that for a period of two years following termination of employment for any reasonthe Company (the "Restricted Period"), Executive will not directly not, whether on Executive's own behalf or indirectlyon behalf of or in conjunction with any person, alone firm, partnership, joint venture, association, corporation or as a partnerother business organization, entity or enterprise whatsoever ("Person"): (I) become an officer, director, shareholder joint venturer, employee, agent, consultant or employee of any other firm or entity, engage in any commercial activity in competition with any part of Ceridian's business as conducted as of the date of such termination of employment or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this Agreement. For purposes of this subsection (a), "shareholder" shall not include beneficial ownership of less than five percent (5%) or more shareholder (either directly or indirectly) of, or promote, provide services to or assist in any way, any person or entity which directly competes with any business of the combined voting power Company or any of all issued its affiliates in which the Company or such affiliates are engaged as of the date of Executive's termination of employment with the Company, and outstanding voting securities of a publicly held corporation whose stock is traded which constitutes, on a major stock exchange. Also for purposes of this subsection (a)consolidated basis, "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen at least ten percent (1510%) of the voting stock. Company's revenues (b) At its sole option Ceridian mayhereinafter, by written notice to Executive within 30 days after the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. a "Competing Business"). Executive acknowledges that such restriction may limit his ability to engage in certain business pursuits during the Restricted Period, but also acknowledges that the Company has provided significantly higher remuneration and benefits from the Company, as provided herein, than that which he otherwise would have received to adequately compensate him for such restriction. Executive has had an opportunity to consult with an attorney with respect to these restrictions; (cII) During the term of the non-competition obligation, prior to accepting employment interfere with, or agreeing attempt to provide consulting services tointerfere with, any firm which offers products business relationships (whether formed before, on or services in after the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV date of this Agreement. In ) between the event Company and customers, clients, suppliers, partners, members or investors of the Company. B. It is expressly understood and agreed that Ceridian electsalthough Executive and the Company consider the restrictions contained in this Paragraph 10 to be reasonable, pursuant to subsection (b) if a final determination is made by an arbitrator or arbitrators, or by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Section 6.02Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and terri-tory and to such maximum extent as such court may judicially d▇▇▇▇▇▇▇▇ ▇r indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restric-tion contained in this Agreement is unenforceable, and such restriction cannot be amended so as to waive all or make it enforceable, such finding shall not affect the enforceability of any portion of the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waivedother restrictions contained herein.

Non-Competition. (a) Unless During the obligation is waived 24-month period that commences on the Termination Date and ends on the second anniversary of the Termination Date, the Executive shall not, without the prior consent of the Company, directly or limited indirectly own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be employed by Ceridian or otherwise connected in accordance any substantial manner with subsection (b) any business which directly or indirectly competes to a material extent with any line of business of the Company or its subsidiaries which was operated by the Company or its subsidiaries at the Termination Date; provided that nothing in this paragraph shall prohibit the Executive from acquiring up to 5% of any class of outstanding equity securities of any corporation whose equity securities are regularly traded on a national securities exchange or in the "over-the-counter market". The foregoing noncompetition restriction of this Section 6.02, Executive agrees that for 11(C) shall not apply following a period Change of Control Event if (v) the Executive's employment has been terminated by the Company without Cause within two years following termination of such Change in Control Event, (w) the Executive terminates his employment for any reason, Executive will not directly or indirectly, alone or as a partner, officer, director, shareholder or employee of any other firm or entity, engage in any commercial activity in competition with any part of Ceridian's business as conducted as of the date of such termination of employment or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this Agreement. For purposes of this subsection (a), "shareholder" shall not include beneficial ownership of less than five percent (5%) of the combined voting power of all issued and outstanding voting securities result of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection Constructive Termination within two years following such Change in Control Event or (a)x) the Company elects, "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture within two years following such Change in which Ceridian or its affiliates is a partner or joint venturer; provided thatControl Event, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stock. (b) At its sole option Ceridian may, by written notice to Executive within 30 days after the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During extend the term of the non-competition obligation, prior to accepting employment with, or agreeing to provide consulting services to, any firm which offers products or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridianemployment. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) The foregoing noncompetition restriction of this Section 6.0211(C) shall not apply following a Potential Change in Control if: 1) the Executive's employment is terminated without Cause within two years following such Potential Change in Control, and such termination is at the request or direction of or pursuant to waive all negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Discharge without Cause within two years following such Potential Change in Control, and the circumstances or any portion events which constitute the basis for Executive's claim of Constructive Discharge occur at the non-competition obligationrequest or direction of, no payment shall be required by Ceridian or pursuant to negotiations with, such Person, 3) the Company elects, within two years following such Potential Change in Control, not to extend the term of employment, and such election was at the request or direction of or pursuant to negotiations with respect to such Person; or 4) the portion Executive's employment is terminated without Cause within two years following such Potential Change in Control and such termination is otherwise in connection with or in anticipation of the non-competition period a Change in Control which has been waivedactually occurs.

Non-Competition. (a) Unless the obligation is waived or limited by Ceridian in accordance with subsection (b) Upon any termination of Executive's employment hereunder pursuant to Section 4 of this Section 6.02Agreement, Executive agrees that not to compete with the Institution or its Subsidiaries for a period of two years one (1) year following such termination in the county in which the Institution's executive office is located as of employment for any reasonthe effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said location, Executive will shall not work for or advise, consult or otherwise serve with, directly or indirectly, alone any entity whose business materially competes with the depository, lending or as a partnerother business activities of the Institution or its Subsidiaries. The parties hereto, officerrecognizing that irreparable injury will result to the Institution or its Subsidiaries, director, shareholder or employee its business and property in the event of Executive's breach of this Subsection 10(a) agree that in the event of any such breach by Executive, the Institution or its Subsidiaries, will be entitled, in addition to any other firm remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employees and all persons acting for or entity, engage under the direction of Executive. Executive represents and admits that in any commercial activity in competition with any part of Ceridian's business as conducted as the event of the date of such termination of his employment or with any part of Ceridianpursuant to Section 4 hereof, Executive's contemplated experience and capabilities are such that Executive can obtain employment in a business with respect to which Executive has Confidential Information as governed by Article V of this Agreement. For purposes of this subsection (a), "shareholder" shall not include beneficial ownership of less than five percent (5%) of the combined voting power of all issued and outstanding voting securities engaged in other lines and/or of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian different nature than the Institution or its affiliates Subsidiaries, and any partnership or joint venture in which Ceridian that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Institution or its affiliates is a partner Subsidiaries from pursuing any other remedies available to the Institution or joint venturer; provided thatits Subsidiaries for such breach or threatened breach, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership including the recovery of less than fifteen percent (15%) of the voting stockdamages from Executive. (b) At Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Institution and its sole option Ceridian maySubsidiaries as it may exist from time to time, by written notice to is a valuable, special and unique asset of the business of the Institution and its Subsidiaries. Executive within 30 days will not, during or after the effective date of termination term of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term disclose any knowledge of the non-competition obligationpast, prior present, planned or considered business activities of the Institution and its Subsidiaries thereof to accepting employment withany person, firm, corporation, or agreeing to provide consulting services to, other entity for any firm which offers products reason or services in purpose whatsoever unless expressly authorized by the fields Board of electronics Directors or information processingrequired by law. Notwithstanding the foregoing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the proposed employment or consulting services business plans and activities of the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this AgreementInstitution. In the event that Ceridian elects, pursuant to subsection (b) of a breach or threatened breach by the Executive of the provisions of this Section 6.0210, the Institution will be entitled to waive all an injunction restraining Executive from disclosing, in whole or any portion in part, the knowledge of the non-competition obligationpast, no payment shall present, planned or considered business activities of the Institution or its Subsidiaries or from rendering any services to any person, firm, corporation, or other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be required by Ceridian with respect disclosed. Nothing herein will be construed as prohibiting the Institution from pursuing any other remedies available to the portion Institution for such breach or threatened breach, including the recovery of the non-competition period which has been waiveddamages from Executive.

Non-Competition. Because of the Company’s legitimate business interests as described herein and the good and valuable consideration offered to the Executive, during the Employment Term and for a twelve (a) Unless 12)-month period beginning on the obligation last day of the Executive’s employment with the Company (the “Non-Competition Period”), for any reason or no reason and whether employment is waived terminated at the option of the Executive or limited by Ceridian in accordance with subsection (b) of this Section 6.02the Company, the Executive agrees that for a period of two years following termination of employment for any reason, Executive will and covenants not directly or indirectly, alone or as a partner, officer, director, shareholder or employee of any other firm or entity, to engage in any commercial activity in competition with any part of Ceridian's business as conducted as of Prohibited Activity within the date of such termination of employment or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this AgreementUnited States. For purposes of this subsection (a)Section 7, "shareholder" “Prohibited Activity” is activity in which the Executive contributes his knowledge, directly or indirectly, in whole or in part, as an employee, employer, owner, operator, manager, advisor, consultant, agent, employee, partner, director, stockholder, officer, volunteer, intern or any other similar capacity to an entity engaged in the same or similar business as the Company, including those engaged in the business of researching, developing or commercializing any products or services relating to medical devices that aid in human respiration, including medical devices that provide or facilitate drug delivery through the respiratory system and medical devices that monitor the respiratory system. Prohibited Activity also includes activity that may require or inevitably requires disclosure of trade secrets, proprietary information or Confidential Information. Nothing herein shall not include beneficial ownership of prohibit the Executive from purchasing or owning less than five two percent (52%) of the combined voting power of all issued and outstanding voting publicly traded securities of any corporation, provided that such ownership represents a publicly held corporation whose stock passive investment and that the Executive is traded on not a major stock exchangecontrolling person of, or a member of a group that controls, such corporation. Also for purposes This Section 7 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of this subsection (a)a court of competent jurisdiction or an authorized government agency, "Ceridian's business" provided that such compliance does not exceed that required by the law, regulation or order. The Executive shall include business conducted by Ceridian or its affiliates and promptly provide written notice of any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) such order to the Chairman of the voting stockBoard. (b) At its sole option Ceridian may, by written notice to Executive within 30 days after the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term of the non-competition obligation, prior to accepting employment with, or agreeing to provide consulting services to, any firm which offers products or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waived.

Non-Competition. (a) Unless Except as set forth in this Agreement or any of the obligation is waived or limited by Ceridian in accordance with subsection (b) of this Section 6.02Ancillary Agreements, Executive agrees that for a period of two years following termination the Closing Date (the -25- "RESTRICTED PERIOD") neither St. ▇▇▇▇ nor any of employment for its Post-closing Subsidiaries nor any reasonof their respective directors, Executive will not officers or agents may (i) offer, issue, sell, refer or promote, directly or indirectly, alone any contracts, treaties or as a partner, officer, director, shareholder or employee agreements of any other firm or entity, engage in any commercial activity in competition with any part of Ceridian's business as conducted as reinsurance of the date same type as the Reinsurance Agreements or of the same type as those for which St. ▇▇▇▇ has granted Renewal Rights to the Company provided that the Company or its Post-closing Subsidiaries continue to provide, during the Restricted Period, reinsurance coverage of such termination types to third parties; (ii) employ, offer to employ or solicit with a view to employment any of employment the individuals listed or with individuals holding positions listed on SCHEDULE 7.01(a)(ii) to this Agreement; or (iii) use or disclose to any part of Ceridian's contemplated business with respect to which Executive has Person other than the Company or its Post-closing Subsidiaries, any Transferred Business Confidential Information as governed by Article V except in connection with the administration of this Agreement. For purposes (x) the Reinsurance Agreements, (y) the Run-Off Business or (z) any retained Liabilities PROVIDED that St. ▇▇▇▇, its Post-Closing Subsidiaries and their respective directors, officers and agents will disclose Transferred Business Confidential Information only in the ordinary course of this subsection (a)business, "shareholder" consistent with past practice including in connection with resolving claims and the purchase of retrocessional coverage and PROVIDED, FURTHER, that St. ▇▇▇▇, its Post-Closing Subsidiaries and their respective directors, officers and agents shall not include beneficial ownership of less than five percent (5%) use reasonable efforts to avoid providing Transferred Business Confidential Information to a competitor of the combined voting power Company under circumstances reasonably likely to materially impair the value of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturerthe Renewal Rights; provided PROVIDED that, "affiliate" as used in this sentence the case of Transferred Business Confidential Information that relates to the Reinsurance Agreements, the Restricted Period shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stockbe indefinite. (b) At Notwithstanding any other provision of this Section 7.01 to the contrary, neither St. ▇▇▇▇ nor any of its sole option Ceridian mayPost-closing Subsidiaries is prohibited from: (i) engaging in any line of business in which it is engaged immediately after the completion of the Public Offering and for which Renewal Rights were not transferred hereunder, including, without limitation, the administration of reinsurance contracts with inception dates prior to January 1, 2002 (the "Run-off Business") and the Reinsurance Agreements (but not including any renewals thereof), purchasing reinsurance for its own account, reinsurance business written through St. Paul's Discover Re operation and Lloyd's of London operation and property catastrophe facultative reinsurance business written by St. Paul's CATRisk Property division; (ii) acquiring any Person or, subject to the limitation in (iii) below, any interest in any Person engaged in any line of business except for an acquisition of an interest of more than 49% of any Person that generated 50% or more of its gross revenues, excluding investment income and realized investment gains and losses, in its most recent fiscal year for which financial statements are available, by written notice writing property -26- or casualty reinsurance (a "PERMITTED ACQUIREE"), provided that any Permitted Acquiree may not use any marks, designs, logos, slogans, names, words or letters which include the words "St. ▇▇▇▇", "USF&G" or "F&G" or those that are suggestive or, derivative thereof, or any logo or ▇▇▇▇ identified with "St. ▇▇▇▇", "USF&G" or "F&G" (except as may be required by law) in connection with its reinsurance business, if any, PROVIDED FURTHER, HOWEVER, that St. ▇▇▇▇ and any of its Post-Closing Subsidiaries may acquire an interest of more than 49% of a Person that is not a Permitted Acquiree if St. ▇▇▇▇ or such Post-closing Subsidiary promptly divests the property or casualty reinsurance operations of such Person; or (iii) soliciting, offering, issuing, selling, purchasing or referring any contracts of reinsurance of any type to, from or with any of its Affiliates or engaging in any reinsurance activities in connection with the Run-off Business (other than renewals thereof) or with finite business which is either covered by a Quota Share Retrocession Agreement or which the Company and its Post-closing Subsidiaries declines to Executive within 30 days after the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activityreinsure. (c) During the term Restricted Period neither St. ▇▇▇▇ nor any of its Post-closing Subsidiaries shall sponsor or assist, directly or indirectly, in the sponsorship of a newly formed property or casualty reinsurer for so long as St. ▇▇▇▇ continues to own 10% or more of the non-competition obligation, prior to accepting employment with, or agreeing to provide consulting services to, any firm which offers products or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VIoutstanding Common Shares. (d) During Section 7.01(a)(i) and (ii) shall not be binding upon a Post-closing Subsidiary of St. ▇▇▇▇ after the time such Person ceases to be a Post-closing Subsidiary of St. ▇▇▇▇. For avoidance of doubt, Section 7.01(a) also does not apply to any period Person which on or after the Closing Date becomes an Affiliate (other than a Post-closing Subsidiary) of St. ▇▇▇▇, including any Person that acquires all or substantially all of the capital stock or assets of St. ▇▇▇▇ through merger, consolidation, tender offer, acquisition of assets or otherwise, PROVIDED, HOWEVER, that Section 7.01(a)(ii) and (iii) shall apply to such Person. (e) Transferred Business Confidential Information shall not include information relating to the Transferred Business which is or becomes generally known on a non-competition pursuant confidential basis provided that the source of such information was not bound by a confidentiality agreement or other obligation of confidentiality. If St. ▇▇▇▇, any of its Post-closing Subsidiaries or any of their respective directors, officers or agents or any Affiliate of St. ▇▇▇▇ is legally requested or required under an order or subpoena issued by a court, administrative agency or arbitration panel (through oral examination, interrogatories, requests for information or documents, civil investigation demand or other legal, administrative or arbitration processes) to this Article VI Ceridian disclose any Transferred Business Confidential Information, St. ▇▇▇▇ shall pay Executive provide the Company with prompt written notice of the request, requirement, subpoena or order to permit the Company (if it so elects) to seek an amount equal appropriate protective order preventing or limiting disclosure. If the Company seeks such an order or takes other steps to avoid or limit disclosure, St. ▇▇▇▇ shall cooperate with the usual rate of Executive's Base Salary in effect Company at the time Company's expense. If, in the absence of terminationsuch protective order, St. ▇▇▇▇, is compelled to disclose any Transferred Business Confidential Information, St. ▇▇▇▇ ▇▇▇ disclose such Transferred Business Confidential Information without liability hereunder. There -27- (f) St. ▇▇▇▇ and its Post-closing Subsidiaries shall treat any Transferred Business Confidential Information with the same degree of care with which it treats its own confidential information. (g) The Company and St. ▇▇▇▇ agree that money damages would not be credited against Ceridian's obligation to make such payments a sufficient remedy for any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) breach of this Section 6.02, to waive all 7.01 by St. ▇▇▇▇ or any portion of its Post-closing Subsidiaries or any of its or such Post-Closing Subsidiaries' directors, officers or agents, and that, in addition to all other remedies, the non-competition obligation, no payment Company shall be required by Ceridian with respect entitled to the portion of the non-competition period which has been waivedspecific performance and injunctive or other equitable relief as a remedy for any such breach.

Non-Competition. (a) Unless The Employee agrees that, except as otherwise provided herein, during the obligation is waived or limited by Ceridian in accordance with subsection (b) of this Section 6.02, Executive agrees that Employment and for a period of two (2) years following termination of employment for any reason, Executive after the applicable Termination Date Employee will not directly or indirectly, alone whether or not for compensation and whether or not as an employee, be engaged in or have any impermissible financial interest in any business that is engaged in the merchandising, manufacturing, distribution or marketing of men's casual pants, shorts or jeans (a "competing business") within the territory consisting of The United States of America, the United Kingdom and Australia. For purpose of this Agreement, the Employee shall not be deemed to be engaged in a competing business if Employee is employed by a division or subsidiary or similar business unit of a company or other business entity that would otherwise be deemed a competing business so long as the division, subsidiary or similar business unit by which the Employee is employed is accounted for as a partnerseparate profit center and does not engage in a competing business, and Employee's ownership interest, if any, is not an impermissible financial interest. For purposes of this Agreement, the Employee shall be deemed to be engaged in a competing business if Employee is an employee, officer, director, shareholder partner or employee of any other firm or entity, engage in any commercial activity in competition with any part of Ceridian's business as conducted as of the date consultant of such termination of employment competing business or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this Agreementan impermissible financial interest therein. For purposes of this subsection (a)Agreement, "shareholder" the Employee shall be deemed to have an impermissible financial interest in competing business if Employee is a partner or shareholder directly or indirectly, therein, except as provided hereafter. Employee shall not include beneficial ownership of be deemed to have an impermissible financial interest in any competing publicly traded or privately held business so long as Employee owns less than five percent (5%) of the combined voting power any class of all issued and outstanding voting securities of such publicly traded or privately held company and is not an officer, director, partner, employee or consultant thereto, except as to holding an office or being an employee, as otherwise provided in the "employed by a publicly held corporation whose stock is traded on a major stock exchangedivision . Also for purposes . ." sentence above. The provisions of this subsection (a), "Ceridian's business" Section 7(B) shall include business conducted by Ceridian survive the expiration or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stock. (b) At its sole option Ceridian may, by written notice to Executive within 30 days after the effective date of other termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term of the non-competition obligation, prior to accepting employment with, or agreeing to provide consulting services to, any firm which offers products or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (bexcept for a termination for Disability as set forth in Section 5(C) of this or a termination for a Business Reason as set forth in Section 6.02, to waive all or any portion of the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waived5(A)(iv).

Non-Competition. (a) Unless At all times while the obligation Executive is waived or limited employed by Ceridian in accordance with subsection (b) of this Section 6.02, Executive agrees that for a period of two years following termination of employment the Company and for any reasonPost- Employment Non-Compete Period (defined below) elected by the Company, the Executive will not shall not, directly or indirectly, alone engage in or have any interest in any sole proprietorship, partnership, corporation or business or any other person or entity (whether as a partneran employee, officer, director, shareholder partner, agent, security holder, creditor, consultant or employee of otherwise) that directly or indirectly (or through any other firm or affiliated entity, engage in any commercial activity ) engages in competition with any part of Ceridian's the Company (based on the business as conducted in which the Company was engaged or was actively planning on being engaged as of the date of such termination of the Employee’s employment or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this Agreement. For purposes of this subsection (a), "shareholder" shall not include beneficial ownership of less than five percent (5%) of and in the combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture geographic areas in which Ceridian the Company operated or its affiliates is a partner or joint venturer; provided that, "affiliate" was actively planning on operating as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stock. (b) At its sole option Ceridian may, by written notice to Executive within 30 days after the effective date of termination of the Employee’s employment); provided that such provision shall not apply to the Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term ’s ownership of Common Stock of the non-competition obligationCompany or the acquisition by the Executive, prior to accepting employment withsolely 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 agreeing 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. As used herein, the “Post Employment Non- Compete Period” shall be any period up to provide consulting services toone year immediately following the Termination Date that the Company may elect, in its complete discretion, to be subject to the restrictive covenant set forth in this Section 6.1. For the avoidance of doubt, the Company may elect not to have any firm which offers products Post Employment Non-Compete Period apply. Within 10 days after the Termination Date, the Company shall notify Executive in writing whether or services not it is electing to impose a Post Employment Non-Compete Period and, if applicable, the duration of any such period. During any Post Employment Non-Compete Period elected by the Company, the Company shall continue to pay Executive his Base Salary hereunder, in the fields of electronics or information processing, same amount and manner as if Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe was still employed by the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VICompany. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waived.

Non-Competition. Executive acknowledges and agrees that the nature of the Confidential Information that the Company commits to provide to Executive during Executive’s employment by the Company would make it unlikely that Executive would be able to perform in a similar capacity for a Competing Business (aas defined below) Unless without disclosing or utilizing the obligation Confidential Information. Executive further acknowledges and agrees that the Company’s business is waived or limited by Ceridian conducted in accordance with subsection (b) of this Section 6.02a highly competitive market. Accordingly, Executive agrees that for a period of two years following termination of employment for any reasonduring the Non-Competition Period (as defined below), Executive will not (other than for the benefit of the Company, its subsidiaries and affiliates, and any Protected Company pursuant to this EMPLOYMENT AGREEMENT Agreement) directly or indirectly, alone individually or as a partner, an officer, director, shareholder employee, shareholder, consultant, contractor, partner, joint venturer, agent, equity owner, or employee in any capacity whatsoever, (i) regardless of any other firm or entitythe reason for termination, work for, engage in in, or operate any commercial activity in competition with any part restaurant business or restaurant operating or management company that (x) features the sale of Ceridian's business as conducted as steak where the sale of the date of such termination of employment or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this Agreement. For purposes of this subsection (a), "shareholder" shall not include beneficial ownership of less than five steak exceeds thirty percent (530%) of the combined voting power restaurant’s revenues from food sales and (y) which is, or owns or operates restaurants, located within thirty (30) miles of all issued and outstanding voting securities of any Del Frisco’s Double Eagle Steak House restaurant, any Del Frisco’s Grill restaurant, or any ▇▇▇▇▇▇▇▇’▇ Steakhouse restaurant (a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a“Competing Business”), "Ceridian's business" shall include or (ii) (x) hire, attempt to hire, contact with respect to hiring, or solicit with respect to hiring any employee of any Protected Company; (y) solicit, divert, or take away any customers or customer leads of any Protected Company with whom Executive had, whether directly or indirectly, contact or business conducted relations during the period of time that Executive was employed by Ceridian the Company or its predecessors-in-interest or its affiliates and any partnership (herein, the “Employment Period”) or joint venture in which Ceridian about whom Executive possesses Confidential Information; or its affiliates is a partner or joint venturer; provided that(z) solicit, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stock. (b) At its sole option Ceridian may, by written notice to Executive within 30 days after the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term of the non-competition obligation, prior to accepting employment withencourage, or agreeing influence any suppliers or vendors of any Protected Company to provide consulting services to, cease doing business with any firm which offers products Protected Company or services in change the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services terms and the firm to conditions upon which they will be rendered. Ceridian's failure to respond conduct their business with any Protected Company where Executive had, whether directly or object to indirectly, contact during the Employment Period or business relations during the Employment Period with such notice shall not in any way constitute acquiescence vendors or waiver of Ceridian's rights under this Article VIsuppliers, or about whom Executive possesses Confidential Information. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waived.

Non-Competition. Executive acknowledges that: (a) Unless his services, expertise, ideas and experience are considered part of the obligation is waived or limited goodwill acquired by Ceridian Acxiom in accordance with subsection the Merger Agreement; (b) the business of Acxiom is national in scope and its respective products are marketed and sold throughout the United States; (c) Acxiom competes with other businesses that are located throughout the United States; and (d) the provisions of this Section 6.021 are reasonable and necessary to protect Acxiom’s business. In consideration of the foregoing acknowledgements by Executive, and in consideration of the compensation and benefits to be paid or provided to Executive by Acxiom, Executive covenants and agrees that for through the later of (x) the duration of his term of employment with Acxiom, or (y) a period of two three (3) years following termination of employment for any reasonafter the Effective Time (as such term is defined in the Merger Agreement), Executive will refrain from carrying on or engaging in the provision of e-mail marketing products or services that compete with the e-mail marketing products or services of Acxiom, including, without limitation, becoming an employee, owner, investor (except for passive investments of not directly or indirectly, alone or as a partner, officer, director, shareholder or employee of any other firm or entity, engage in any commercial activity in competition with any part of Ceridian's business as conducted as of the date of such termination of employment or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this Agreement. For purposes of this subsection (a), "shareholder" shall not include beneficial ownership of less more than five three percent (53%) of the combined voting power outstanding shares of all issued and outstanding voting securities of a any publicly held traded corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen one percent (151%) of a privately-held entity), officer, agent, partner, contractor, consultant, or director of, or other participant in, any firm, company, partnership, person or other entity in any geographic area within the voting stock. United States which is engaged in the provision of e-mail marketing products or services that compete with the e-mail marketing products or services of Acxiom (b) At its sole option Ceridian maya “Competing Company”); provided, by written notice to Executive within 30 days after the effective date of however, that following his termination of Executive's employmentemployment with Acxiom (i) Executive shall be permitted to work for a Competing Company whose primary business is not providing e-mail marketing products or services that compete with the e-mail marketing products or services of Acxiom, waive or limit the time and/or geographic area in which so long Executive candoes not engage in competitive activity. a business that makes such entity a Competing Company, and (cii) During the term of the non-competition obligation, prior to accepting employment with, or agreeing to provide consulting services to, any firm which offers products or services Executive may also receive and hold in such situation equity in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to Competing Company that he obtains in connection with such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VIemployment. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waived.

Non-Competition. (a) Unless The Seller acknowledges that reasonable limits on its ability to engage in activities competitive with the obligation is waived Purchaser are warranted to protect the Purchaser's substantial investment in acquiring the Shares, the Assets and the Businesses. Accordingly, the Seller hereby covenants and agrees that during the period commencing with the Closing Date and ending on the third anniversary of the Closing Date, Viacom and the Seller shall not, and shall cause their direct and indirect Subsidiaries not to (subject, in the case of its existing Subsidiaries that are not wholly owned, to its fiduciary duties to holders of minority interests), for the Seller's own account or limited jointly with any other Person, publish or produce textbooks intended for use primarily in instruction in academic institutions of higher learning in the United States (a "Competing Education Business"); provided, however, that the foregoing shall not be breached as a result of (a) the ownership or other right to acquire by Ceridian in accordance with subsection Viacom or the Seller (bor any of their Subsidiaries) of this Section 6.02not more than an aggregate of 10% of any class of stock of a Person engaged, Executive agrees that for a period of two years following termination of employment for any reason, Executive will not directly or indirectly, alone in a Competing Education Business; (b) the acquisition of, holding by, operation of, or as disposition by Viacom or the Seller (or any of their Subsidiaries) of an interest in any Person whose primary business is not a partner, officer, director, shareholder Competing Education Business; (c) the licensing or employee sale of any other firm of the Seller's or entity, engage its Subsidiaries' intellectual property for use in any commercial activity in competition connection with any part Competing Education Business; (d) any activity relating to the publication of Ceridian's business as conducted as fiction or non-fiction (other than in the subject matter of computer applications and operation systems) sold primarily into the date consumer retail channel; or (e) any activity relating to any book or category of books presently published by Simon & ▇▇▇▇▇▇▇▇'▇ Consumer division or similar in genre to any such termination of employment book or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this Agreement. For purposes of this subsection (a), "shareholder" shall not include beneficial ownership of less than five percent (5%) of the combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stockcategory. (b) At The Seller acknowledges that reasonable limits on its sole option Ceridian may, by written notice ability to Executive within 30 days after the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in activities competitive activitywith the Purchaser are warranted to protect the Purchaser's substantial investment in acquiring the Shares, the Assets and the Businesses. Accordingly, the Seller hereby covenants and agrees that during the period commencing with the Closing Date and ending on the third anniversary of the Closing Date, Viacom and the Seller shall not, and shall cause their direct and indirect Subsidiaries not to (subject, in the case of its existing Subsidiaries that are not wholly owned, to its fiduciary duties to holders of minority interests), for the Seller's own account or jointly with any other Person, publish or produce (i) textbooks intended for use primarily in instruction in academic institutions of higher learning outside of the United States or (ii) any branded series of tutorial reference books in the computer applications and operating systems categories outside of the United States (a "Competing International Business"); provided, however, that the foregoing shall not be breached as a result of (a) the ownership or other right to acquire by Viacom or the Seller (or any of their Subsidiaries) of not more than an aggregate of 10% of any class of stock of a Person engaged, directly or indirectly, in a Competing International Business; (b) the acquisition of, holding by, operation of, or disposition by Viacom or the Seller (or any of their Subsidiaries) of an interest in any Person whose primary business is not a Competing International Business; (c) the licensing or sale of any of the Seller's or its Subsidiaries' intellectual property for use in connection with any Competing International Business; (d) any activity relating to the publication of fiction or non-fiction (other than in the subject matter of computer applications and operation systems) sold primarily into the consumer retail channel; or (e) any activity relating to any book or category of books presently published by Simon & ▇▇▇▇▇▇▇▇'▇ Consumer division or similar in genre to any such book or category. (c) During The Seller acknowledges that reasonable limits on its ability to engage in activities competitive with the term Purchaser are warranted to protect the Purchaser's substantial investment in acquiring the Shares, the Assets and the Businesses. Accordingly, the Seller hereby covenants and agrees that during the period commencing with the Closing Date and ending on the third anniversary of the non-competition obligationClosing Date, prior the Seller shall not, and shall cause their direct and indirect Subsidiaries not to accepting employment with(subject, in the case of its existing Subsidiaries that are not wholly owned, to its fiduciary duties to holders of minority interests), for the Seller's own account or jointly with any other Person, publish or produce any branded series of tutorial reference books in the computer applications and operating systems categories in the United States (a "Competing Computer Business"); provided, however, that the foregoing shall not be breached as a result of (a) the ownership or other right to acquire by the Seller (or any of their Subsidiaries) of not more than an aggregate of 10% of any class of stock of a Person engaged, directly or indirectly, in a Competing Computer Business; (b) the acquisition of, holding by, operation of, or agreeing to provide consulting services to, disposition by the Seller (or any firm which offers products or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not their Subsidiaries) of an interest in any way constitute acquiescence Person whose primary business is not a Competing Computer Business; (c) the licensing or waiver sale of Ceridianany of the Seller's rights under this Article VI. or its Subsidiaries' intellectual property for use in connection with any Competing Computer Business; (d) During any period activity relating to the publication of fiction or non-competition pursuant fiction (other than in the subject matter of computer applications and operation systems) sold primarily into the consumer retail channel; or (e) any activity relating to this Article VI Ceridian shall pay Executive an amount equal any book or category of books presently published by Simon & ▇▇▇▇▇▇▇▇'▇ Consumer division or similar in genre to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make any such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection book or category." (bnn) of this The following text is hereby inserted immediately following Section 6.02, to waive all or any portion of the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waived.5.13:

Non-Competition. The Company shall comply with the following covenants: (a) Unless For a period of five (5) years following the obligation is waived Closing, the Company shall not, and shall cause its affiliates not to solicit any Transferring Employees to leave the employ of Buyer or limited its affiliates or violate the terms of their contracts, or any employment arrangements, with Buyer or its affiliates, provided, however, that the Company or any of its affiliates may solicit any such employees who are involuntarily discharged by Ceridian in accordance with subsection Buyer or its affiliates. (b) For a period of this Section 6.02five (5) years following the Closing (the “Restricted Period”), Executive agrees the Company and its affiliates shall continue to have the right to engage only in the following (“Acceptable Activities”): (i) continue to engage in the traditional treaty reinsurance brokerage business for current clients operating out of Global Risks unit in the United Kingdom; (ii) place reinsurance arising directly out of its United States advisory practice engaged in consultative services to small and mid-size insurance companies, MGAs/MGUs and program managers; (iii) place reinsurance in connection with its retail and wholesale property and casualty insurance brokerage operations services for pools, captives, MGAs/MGUs and program managers, and other alternative risk mechanisms; (iv) place reinsurance in connection with its current and future operations outside of the United States and the United Kingdom; (v) place facultative reinsurance; and (vi) place reinsurance which is a part of any acquisition; provided however, the Company shall not make such an acquisition if the acquired company’s annual revenues derived from traditional treaty reinsurance brokerage is more than $10,000,000 and a majority of the acquired company’s annual revenues is derived from traditional reinsurance brokerage; provided further, that the acquired company shall only engage in Acceptable Activities. Provided, however, in no event will the Company engage in the following (the “Prohibited Activities”): (vii) use the name ▇▇▇▇▇▇▇▇▇ Re (or any variant thereof involving the use of the name Gallagher and implying the conduct of reinsurance brokerage business) for any purpose whatsoever during the Restricted Period, including for the avoidance of doubt with respect to the Acceptable Activities; (viii) solicit or accept business of the Treaties; and (ix) for a period of two (2) years following termination the Closing Date, solicit or accept United States or United Kingdom domiciled traditional treaty ceded reinsurance brokerage business in excess of employment for any reason, Executive will not directly or indirectly, alone or as a partner, officer, director, shareholder or employee of any other firm or entity, engage $10,000,000 in any commercial activity in competition with any part of Ceridian's business as conducted as of the date of such termination of employment or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this Agreement. For purposes of this subsection (a), "shareholder" shall not include beneficial ownership of less than five percent (5%) of the combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stockceded premium per treaty. (b) At its sole option Ceridian may, by written notice to Executive within 30 days after the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term of the non-competition obligation, prior to accepting employment with, or agreeing to provide consulting services to, any firm which offers products or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waived.

Non-Competition. (a) Unless Executive hereby acknowledges and agrees that, during the obligation is waived or limited by Ceridian in accordance with subsection (b) course of this Section 6.02employment, Executive has become familiar with and involved in all aspects of the business and operations of the Employer. Executive hereby covenants and agrees that for a period of two four (4) years following termination of employment for any reasonafter the Effective Time (the “Restricted Period”), Executive will shall not, without the prior approval of a majority of the Company’s board of directors (Executive not participating), directly or indirectly, alone or in any capacity (whether as a partnerproprietor, owner, agent, officer, director, shareholder shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or employee otherwise) own, manage or control or participate in the ownership, management or control, or perform services that are the same as or substantially to those services provided by Executive to the Bank Entities twelve (12) months prior to the cessation of Executive’s employment by the Bank Entities to, any Competitive Business or to any Person that is attempting to form or acquire a Competitive Business if such Competitive Business operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank Entities’ headquarters or within a twenty-five (25) mile radius of any other firm or entity, engage in any commercial activity in competition with any part of Ceridian's business as conducted as Branch office of the date Bank Entities that is in existence immediately prior to the cessation of Executive’s employment by the Bank Entities. Notwithstanding any provision hereof to the contrary, this Section 7.1 does not restrict Executive’s right to (a) own or acquire securities of any entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); provided that his total ownership constitutes less than two percent (2%) of the outstanding securities of such termination entity; (b) to own, or during the Restricted Period to maintain ownership of employment or with any part of Ceridian's contemplated business with respect (but not to which Executive has Confidential Information as governed by Article V of this Agreement. For purposes of this subsection (aacquire ownership of), "shareholder" shall passive investments in securities of any entity that does not include beneficial file periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Exchange Act; provided that his total ownership of constitutes less than five percent (5%) of the combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian such company or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stock. (b) At its sole option Ceridian may, by written notice to Executive within 30 days after the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term to serve as a director of the non-competition obligation, prior to accepting employment with, or agreeing to provide consulting services to, any firm which offers products or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VIWestminster American Insurance Company. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waived.

Non-Competition. (a) Unless The parties acknowledge that: (A) the obligation services of Services PLLC and the Practice Physicians under this Agreement require special expertise and talent in the provision of pathology services and that Services PLLC and the Practice Physicians will have substantial contact with customers, suppliers, advertisers and patients of the Company and its affiliates; (B) pursuant to this Agreement, Services PLLC and the Practice Physicians will be placed in a position of trust and responsibility and will have access to a substantial amount of Proprietary Information (as defined below) and that the Company is waived placing Services PLLC and the Practice Physicians in such position and giving them access to such information in reliance upon Services PLLC’s and the Practice Physicians’ agreements set forth in this Article VI; (C) the Company has a legitimate interest in adequately protecting the goodwill of the Company; and (D) the Practice Physicians are capable of obtaining gainful, lucrative and desirable employment that does not violate the restrictions contained in this Agreement. Accordingly, in consideration of the compensation and benefits being paid and to be paid by the Company to Services PLLC hereunder, Services PLLC agrees that, except for the services and duties that Services PLLC and the Practice Physicians perform for or on behalf of the Company pursuant to the terms of this Agreement, during the Restricted Period (as defined below), Services PLLC shall not, and shall use commercially reasonable efforts to cause the Practice Physicians not to, directly or indirectly: (i) engage in the provision of pathology or clinical laboratory services, including, without limitation, related laboratory testing services, or manage, operate, maintain, control, serve as an advisor, employee or consultant for, or otherwise provide management, administrative or consulting services to, a pathology practice (collectively, the “Services”) within the Restricted Territory (as define below); (ii) provide or otherwise facilitate the provision of the Services to or for any person or Entity, including but not limited by Ceridian to a hospital, ambulatory surgery center, medical group or physician, that has been a customer or client of the Company during the twenty-four (24) month period preceding the date hereof (each, a “Customer”); or (iii) have any equity interest or other financial interest in accordance with subsection any Entity that engages in the provision of the Services within the Restricted Territory or which provides the Services to or for any Customer. (b) of As used in this Section 6.02Agreement, Executive agrees that the term “Restricted Period” shall mean, with respect to Services PLLC, at all times during the Initial Term or any Renewal Term and for a period of two (2) years following the date of the termination of employment this Agreement for any reason. With respect to any Practice Physician, Executive will not directly the term “Restricted Period” shall have the meaning set forth in such Practice Physician’s employment agreement, if any. The term “Entity” shall mean any corporation, partnership, sole proprietorship, limited liability company, practice, business, company, or indirectlyother entity. The term “Restricted Territory” shall mean, alone or as a partner, officer, director, shareholder or employee of any other firm or entitymeasurement date, engage those counties in any commercial activity in competition with any part of Ceridian's business as conducted which the Company operates as of the date of such termination of employment or Effective Date, together with those counties where the Company provided any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this Agreement. For purposes of this subsection (a), "shareholder" shall not include beneficial ownership of less than five percent (5%) of the combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection Services during the twelve (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%12) of the voting stockmonth period preceding such measurement date. (b) At its sole option Ceridian may, by written notice to Executive within 30 days after the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term of the non-competition obligation, prior to accepting employment with, or agreeing to provide consulting services to, any firm which offers products or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waived.

Non-Competition. (a) Unless Seller agrees that, as part of the obligation is waived or limited by Ceridian in accordance with subsection (b) consideration for the payment of this Section 6.02the Purchase Price, Executive agrees that for a period of two five (5) years immediately following termination the Closing Date, neither Seller nor any of employment for any reasonits Affiliates will, Executive will not directly or indirectly, alone or as a partnerprincipal, officerstockholder, directorjoint venturer or otherwise, shareholder operate, perform or employee have any ownership interest in any business that designs, develops, manufactures, markets, sells, installs or distributes products in competition with the Seller Business starting at the border of Mexico, San Ysidro crossing and extending into the United States seventy-five (75) miles, except that Seller may purchase or otherwise acquire by merger, purchase of assets, stock (including investing as a minority shareholder), controlling interest or otherwise any other firm Person or entity, business or engage in any commercial similar merger and acquisition activity with any Person the primary business of which is not in competition with the Seller Business, provided that Seller may not provide any such business access or license to any of the Assigned Intellectual Property for use in any business that competes with the Seller Business. For the purposes of this Section 5.10(a), ownership of securities of a company whose securities are publicly traded under a recognized securities exchange not in excess of 5% of any class of such securities shall not be considered to be competition with the Seller Business, and a Person shall not be considered to be in the “primary business” of competing with the Seller Business if such Person derives less than 20% of its revenues from products that compete with the Seller Business. For the avoidance of doubt, the parties agree that the agreements and limitations set forth in this Section 5.10 shall not apply to any entity that acquires all or part of Ceridian's business as conducted as of Seller in any transaction. b) Seller acknowledges that the date of such termination of employment or with any part of Ceridian's contemplated business with respect restrictions set forth in Section 5.10(a) constitute a material inducement to which Executive has Confidential Information as governed by Article V of Buyer’s entering into and performing this Agreement. For purposes Seller further acknowledges, stipulates and agrees that a breach of such obligation could result in irreparable harm and continuing damage to Buyer for which there may be no adequate remedy at Law and further agrees that in the event of any breach of said obligation, Buyer may be entitled to injunctive relief and to such other relief as is proper under the circumstances. c) If any provision contained in this Section shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this subsection (a)Section 5.10, "shareholder" but this Section 5.10 shall not include beneficial ownership of less than five percent (5%) be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and parties that if any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stock. (b) At its sole option Ceridian may, by written notice restrictions or covenants contained herein is held to Executive within 30 days after the effective date of termination of Executive's employment, waive or limit the time and/or cover a geographic area in or to be for a length of time which Executive canis not engage in competitive activity. (c) During the term of the non-competition obligation, prior to accepting employment withpermitted by applicable Law, or agreeing to provide consulting services to, any firm which offers products or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence construed to be too broad or waiver to any extent invalid, such provision shall not be construed to be null, void and of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal no effect, but to the usual rate extent such provision would be valid or enforceable under applicable Law, a court of Executive's Base Salary in effect at competent jurisdiction shall construe and interpret or reform this Section 5.10 to provide for a covenant having the maximum enforceable geographic area, time of termination. There period and other provisions (not greater than those contained herein) as shall be credited against Ceridian's obligation to make valid and enforceable under such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waivedapplicable Law.

Non-Competition. During the twenty-four (24)-month period that commences on the Termination Date and ends on the second anniversary of the Termination Date, the Executive shall not, without the prior consent of the Company, directly or indirectly own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be employed by or otherwise connected in any substantial manner with any business which directly or indirectly competes to a material extent with any line of business of the Company or its subsidiaries which was operated by the Company or its subsidiaries at the Termination Date; provided that nothing in this paragraph shall prohibit the Executive from acquiring up to 5% of any class of outstanding equity securities of any corporation whose equity securities are regularly traded on a national securities exchange or in the “over-the-counter market.” The foregoing noncompetition restriction of this Section 11(C) shall not apply following a Change of Control Event if (a) Unless the obligation is waived or limited Executive’s employment has been terminated by Ceridian the Company without Cause within two years following such Change in accordance with subsection Control Event, (b) the Executive terminates his/her employment as the result of a Constructive Termination within two years following such Change in Control Event or (c) the Company elects, within two years following such Change in Control Event, not to extend the term of employment. The foregoing noncompetition restriction of this Section 6.02, Executive agrees that for 11(C) shall not apply following a period of Potential Change in Control if: (i) the Executive’s employment is terminated without Cause within two years following termination of employment for any reasonsuch Potential Change in Control, Executive will not directly or indirectly, alone or as a partner, officer, director, shareholder or employee of any other firm or entity, engage in any commercial activity in competition with any part of Ceridian's business as conducted as of the date of and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; (ii) the Executive’s employment is terminated through a Constructive Discharge without Cause within two years following such Potential Change in Control, and the circumstances or with any part events which constitute the basis for Executive’s claim of Ceridian's contemplated business with respect Constructive Discharge occur at the request or direction of, or pursuant to which Executive has Confidential Information as governed by Article V of this Agreement. For purposes of this subsection (a)negotiations with, "shareholder" shall such Person, iii) the Company elects, within two years following such Potential Change in Control, not include beneficial ownership of less than five percent (5%) of the combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stock. (b) At its sole option Ceridian may, by written notice to Executive within 30 days after the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During extend the term of employment, and such election was at the non-competition obligation, prior to accepting employment with, request or agreeing to provide consulting services to, any firm which offers products direction of or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to negotiations with such Person; or iv) the usual rate Executive’s employment is terminated without Cause within two years following such Potential Change in Control and such termination is otherwise in connection with or in anticipation of Executive's Base Salary a Change in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period Control which has been waivedactually occurs.

Non-Competition. (a) Unless Related to Licensed IP. As partial consideration for the obligation is waived or limited by Ceridian in accordance with subsection (b) rights granted to it under Section 2.1, Arcus hereby covenants, and will require each of its Affiliates and sublicensees to covenant, that, during the Term of this Section 6.02, Executive agrees that for a period of two years following termination of employment for any reason, Executive will not directly Agreement (or indirectly, alone or as a partner, officer, director, shareholder or employee of any other firm or entity, engage in any commercial activity in competition with any part of Ceridian's business as conducted as of the date of such termination of employment or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this Agreement. For purposes of this subsection (a)any Arcus sublicensees, "shareholder" shall not include beneficial ownership of less than five percent (5%) of the combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stock. (b) At its sole option Ceridian may, by written notice to Executive within 30 days after the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During during the term of the non-competition obligationrespective sublicenses granted by Arcus to such sublicensees), prior each will not commercialize, in the Territory (or, with respect to accepting employment withArcus’ sublicensees, or agreeing to provide consulting services tothe applicable countries of the Territory for which Arcus has granted them a sublicense under the Licensed IP), any firm which offers products or services product for application in the fields Field, except a Licensed Product, if such product includes any anti-PD-1 antibody that was licensed in or obtained by Arcus, its Affiliates or the respective sublicensee (as the case may be) after being granted license rights to the Licensed IP. Notwithstanding the foregoing, in no event does the foregoing prohibit or restrict Arcus or any of electronics its Affiliates or information processingsublicensees from (i) developing, Executive shall give 30 days prior written notice to Ceridianmanufacturing or commercializing any combination of a development compound of Arcus or any of its Affiliates or sublicensees with another party’s anti-PD-1 antibody or (ii) developing, manufacturing or commercializing any product, other than Licensed Product, that includes any antibody against the target of PD-1, provided that such product is in an earlier stage of development than the first Licensed Product. Such written notice shall describe In addition, notwithstanding the proposed employment or consulting services and foregoing, the firm to which they will be renderedrestriction in the first sentence *** CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Ceridian's failure to respond or object to such notice CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. of this Section shall not apply to any Third Party permitted assignee of this Agreement or any of such Third Party’s affiliates. WuXi materially relies on this Section 3.5 in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV formation of this Agreement. In , and would not have entered this Agreement but for the event that Ceridian elects, pursuant rights provided to subsection (b) of WuXi by this Section 6.02, to waive all or any portion of the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waived3.5.

Non-Competition. (a) Unless the obligation is waived or limited by Ceridian in accordance with subsection (b) Upon any termination of this Executive's employment hereunder pursuant to Section 6.024 hereof, Executive agrees that not to compete with the Association for a period of two years one (1) year following such termination in any city, town or county in which the Executive's normal business office is located and the Association has an office or has filed an application for regulatory approval to establish an office, determined as of employment for any reasonthe effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive will shall not work for or advise, consult or otherwise serve with, directly or indirectly, alone any entity whose business materially competes with the depository, lending or as a partnerother business activities of the Association. The parties hereto, officerrecognizing that irreparable injury will result to the Association, director, shareholder or employee its business and property in the event of Executive's breach of this Subsection 10(a) agree that in the event of any such breach by Executive, the Association, will be entitled, in addition to any other firm remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employees and all persons acting for or entityunder the direction of Executive. Nothing herein will be construed as prohibiting the Association from pursuing any other remedies available to the Association for such breach or threatened breach, engage in any commercial activity in competition with any part including the recovery of Ceridian's business as conducted as of the date of such termination of employment or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this Agreement. For purposes of this subsection (a), "shareholder" shall not include beneficial ownership of less than five percent (5%) of the combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stockdamages from Executive. (b) At its sole option Ceridian mayExecutive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Association and affiliates thereof, by written notice as it may exist from time to time, is a valuable, special and unique asset of the business of the Association. Executive within 30 days will not, during or after the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term of his employment, disclose any knowledge of the non-competition obligationpast, prior present, planned or considered business activities of the Association or affiliates thereof to accepting employment withany person, firm, corporation, or agreeing to provide consulting services to, other entity for any firm which offers products reason or services in purpose whatsoever. Notwithstanding the fields of electronics or information processingforegoing, Executive shall give 30 days prior written notice may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Association. Further, Executive may disclose information regarding the business activities of the Association to Ceridian. Such written notice shall describe the proposed employment or consulting services OTS and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. Federal Deposit Insurance Corporation (d"FDIC") During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreementa formal regulatory request. In the event that Ceridian elects, pursuant to subsection (b) of a breach or threatened breach by Executive of the provisions of this Section 6.02Section, the Association will be entitled to waive all an injunction restraining Executive from disclosing, in whole or any portion in part, the knowledge of the non-competition obligationpast, no payment shall present, planned or considered business activities of the Association or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be required by Ceridian with respect disclosed. Nothing herein will be construed as prohibiting the Association from pursuing any other remedies available to the portion Association for such breach or threatened breach, including the recovery of the non-competition period which has been waiveddamages from Executive.

Non-Competition. (a) Unless 23.2.1 During the obligation is waived or limited by Ceridian in accordance with subsection (b) term of this Section 6.02Contract, Executive agrees that for a period neither Party shall either on its own account or in conjunction with or on behalf of two years following termination of employment for any reasonor, Executive will not directly or indirectly, alone or as a partnerthrough any person, officer, director, shareholder or employee of any other firm or entityjoint venture, engage in whatever capacity bid on any commercial activity in competition with any part programs for which the Board of Ceridian's business Directors has approved the Joint Venture to bid, unless the Customer specifically rejects the Joint Venture as conducted as the supplier of the date Selected Mobile Power Products in which case Aura may pursue the business. The Board of such termination Directors shall make assessment of employment or with the Joint Venture’s capability to bid on any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this Agreement. For purposes of this subsection (a), "shareholder" programs in good faith and shall not include beneficial ownership of less than five percent (5%) unreasonably withhold its approval in this regard. 23.2.2 Each Party hereby undertakes and covenants to and for the benefit of the combined voting power of all issued other Party and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a)the Joint Venture that it shall not, "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stock. (b) At its sole option Ceridian may, by written notice to Executive within 30 days after the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During during the term of this Contract, solicit or entice away or endeavour to solicit or entice away from the non-competition obligationJoint Venture any person who is an employee of the Joint Venture, prior to accepting whether or not such person would commit a breach of contract by reason of leaving the employment withof the Joint Venture. However, or agreeing to provide consulting services tofor avoidance of doubt, any firm which offers products or services the Parties agree that neither Party may hire the employees of the Joint Venture within two (2) years after his/her labor contract with the Joint Venture is terminated; provided, however, that in the fields event this Contract is terminated pursuant to Section 13.2 above, Aura may hire the employees of electronics the Joint Venture at any time following the termination date of this Contract. 23.2.3 Neither party shall solicit or information processingentice or endeavour to solicit or entice the Customer to transfer to it the business that the Joint Venture has already undertaken by means of breach of contract or in any other way. Each undertaking contained in Section 23 shall be read and construed independently of the other covenants contained in this Contract so that if one or more of such covenants should be held to be invalid for any reason whatsoever then the remaining covenants shall be valid to the extent that they are not held to be so invalid; provided, Executive shall give 30 days prior written notice however, that in the event this Contract is terminated pursuant to Ceridian. Such written notice shall describe Section 13.2 above, the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice prohibitions of this section 23.2.3 shall not in apply to Aura at any way constitute acquiescence or waiver time following the termination date of Ceridian's rights under this Article VIContract. (d) During 23.2.4 Each Party acknowledges that the restrictions contained in Section 23.2.1 are considered reasonable by it but if any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There such restriction shall be credited against Ceridian's obligation found to be void or voidable but would be valid if some part or some parts thereof were deleted or the period or area of application reduced, such restriction shall apply with such modification as may be necessary to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waivedit valid and effective.

Non-Competition. (a) Unless Executive represents to the Company that Executive is not a party to any agreement with a prior employer or otherwise which would prohibit Executive from employment with the Company. Executive further represents that he has provided to the Company copies of any and all agreements (e.g., non-competition, non-solicitation, or non-disclosure agreements) that might limit Executive’s ability, in any way, to perform the duties of Executive’s position on behalf of the Company, and Executive agrees to act at all times on behalf of the Company in a manner consistent with any such agreements. Executive acknowledges and understands that the Company will have no obligation to provide legal representation to Executive in the event a prior employer or other third party brings or threatens to bring an action against Executive for violating any such agreements; that the Company may elect, at its sole discretion, to provide legal representation to Executive but Executive may be required to reimburse the Company for any legal expenses paid on Executive’s behalf in the event Executive is waived or limited by Ceridian found to have violated any such agreements; and that Executive may be terminated in accordance with subsection the event the Company determines that Executive may have violated any such agreements. Despite anything to the contrary herein, termination based upon the Company’s determination that Executive has violated this Section 8.2 shall be considered termination for Cause. (b) of this Section 6.02, Executive covenants and agrees that during Executive’s employment with the Company and for the twenty-four (24) months following termination of employment for any reason, he will not, in any state in which Executive worked on behalf of the Company or in any state or country where the Company has a period material ownership or possessory interest in molybdenum, engage in or carry on, directly or indirectly, as an owner, employee, agent, associate, consultant or in any other capacity, a business competitive with that conducted by the Company. A “business competitive with that conducted by the Company” shall mean any business or activity involved in the discovery or mining of two years molybdenum or any similar ore with properties for strengthening or hardening steel, or any other ore with which the Company is in the business of discovering or mining at the time of Executive’s termination. To “engage in or carry on” shall mean to have ownership in such business or consult, work in, direct or have responsibility for any area of such business, including but not limited to the following areas: operations, sales, marketing, manufacturing, procurement or sourcing, purchasing, customer service, distribution, product planning, research, design or development. (c) For the twelve (12) months following termination of employment for any reason, Executive certifies and agrees that he will not directly notify the Chairman of the Board of the Company of his employment or indirectly, alone or as a partner, officer, director, shareholder or employee of any other firm or entity, engage in any commercial activity in competition affiliation with any part of Ceridian's potentially competitive business as conducted as of or entity prior to the date commencement of such termination of employment or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this Agreement. For purposes of this subsection (a), "shareholder" shall not include beneficial ownership of less than five percent (5%) of the combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stockaffiliation. (b) At its sole option Ceridian may, by written notice to Executive within 30 days after the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term of the non-competition obligation, prior to accepting employment with, or agreeing to provide consulting services to, any firm which offers products or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waived.

Non-Competition. (ai) Unless the obligation is waived or limited by Ceridian in accordance with subsection (b) of this Section 6.02, Executive covenants and agrees that for any period during which Base Salary is continued (or in respect of which it is paid in a period lump sum), or for one year after Executive's voluntary termination of two years following employment without Good Reason or his termination of employment for any reasonCause, Executive he or she will not directly or indirectlyindirectly engage in or invest in, alone own, manage, operate, finance, control or as a partnerparticipate in the ownership, officermanagement, directoroperation, shareholder financing or employee of control of, be employed by, associated with or in any manner connected with, lend Executive's name or any similar name to, lend Executive's credit to, or render services or advice to any business that provides or sells or attempts to provide or sell behavioral managed care services, in the United States or any other firm geographic location in which Employer or entitya controlled subsidiary or affiliate of Employer then sells or provides behavioral managed care services, engage other than Internet Healthcare Group, Digital, Lumenos, RealMed, CPA2Biz, Navimedix, and iKnowMed, unless waived in writing by Employer in its sole discretion. Executive recognizes that the above restriction is reasonable and necessary to protect the interest of the Employer and its controlled subsidiaries and affiliates, which are engaged in the provision, or sale of behavioral managed care services. The foregoing shall not be deemed to prohibit Executive's association with a company if an immaterial portion of such company's revenues is attributable to operations directly competitive with the Company (provided Executive is not employed within those directly competitive operations). Further, nothing contained in this Section 8(b)(i) shall restrict Executive from making any investments in any commercial activity in competition with any part corporation or other business enterprise whose outstanding capital stock or other equity interests are listed or admitted to unlisted trading privileges on a national securities exchange or included for quotation through an inter-dealer quotation system of Ceridian's business as conducted as of the date of a registered national securities association, provided that such termination of employment or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this Agreement. For purposes of this subsection investment (a), "shareholder" shall not include beneficial ownership of i) represents less than five percent (5%) of the combined voting power aggregate outstanding capital stock or other equity interests of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a)such corporation, "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian business enterprise and (ii) does not otherwise provide Executive or its affiliates is a partner any affiliate of Executive with the right or joint venturer; provided thatpower (whether or not exercised) to influence, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) direct or cause the direction of the voting stockmanagement, policies and/or affairs of any business or enterprise which is or might directly or indirectly compete with any business operations or activities of Company or any of its subsidiaries. (b) At its sole option Ceridian may, by written notice to Executive within 30 days after the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (cii) During the term period following Executive's termination from his or her employment with Employer for which Executive is subject to the restrictions set forth in Section 8(b)(i), Executive may submit a written request to Employer outlining a proposed employment or other employment opportunity that Executive is considering. Employer will review such request and make a determination, in its sole discretion, as to whether the opportunity would constitute a breach of the non-competition obligation, prior to accepting employment with, or agreeing to provide consulting services to, any firm which offers products or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VIcovenant. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waived.

Non-Competition. (a) Unless Executive recognizes that his duties will entail the obligation is waived or limited by Ceridian receipt of Trade Secrets and Confidential Information as defined in accordance with subsection (b) of this Section 6.026. Those Trade Secrets and Confidential Information have been developed by the Company at substantial cost and constitute valuable and unique property of the Company. Accordingly, the Executive acknowledges that protection of Trade Secrets and Confidential Information is a legitimate business interest. Executive agrees that not to compete with the Company during the Employment Term and for a reasonable and limited period thereafter. Therefore, during the Employment Term and during the applicable Continuation Period thereafter (or, in the event of as termination for Cause by the Company or without Good Reason by the Executive, a period of two (2) years following termination the Termination Date), the Executive shall not have an investment of employment for $100,000.00 or more in a Competing Business (as defined herein) and shall not render personal services to any reasonsuch Competing Business in any manner, Executive will not directly or indirectlyincluding, alone or without limitation, as a owner, partner, director, trustee, officer, directoremployee, shareholder consultant or employee advisor thereof. If the Executive shall breach the covenants contained in this Non-Competition provision, the Company shall have no further obligation to make any payment to the Executive pursuant to this Agreement and may recover from the Executive all such damages as it may be entitled to at law or in equity. In addition, the Executive acknowledges that any such breach is likely to result in irreparable harm to the Company. The Company shall be entitled to specific performance of the covenants in this Section 6, including entry of a temporary restraining order in state or federal court, preliminary and permanent injunctive relief against activities in violation of this Section 6, or both, or other appropriate judicial remedy, writ or order, in addition to any damages and legal expenses which the Company may be legally entitled to recover. Executive acknowledges and agrees that the covenants in this Section 6 shall be construed as agreements independent of any other firm provision of this Agreement or entityany other agreement between the Company and Executive, engage in and that the existence of any commercial activity in competition with claim or cause of action by Executive against the Company, whether predicated upon this Agreement or any part of Ceridian's business as conducted as of other agreement, shall not constitute a defense to the date enforcement by the Company of such termination of employment or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this Agreementcovenants. For purposes The provisions of this subsection (a), "shareholder" d) shall not include beneficial ownership of less than five percent (5%) of the combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stock. (b) At its sole option Ceridian may, by written notice be applicable to Executive within 30 days after if Executive is terminated from employment without Cause or the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activityresigns from employment for Good Reason. (c) During the term of the non-competition obligation, prior to accepting employment with, or agreeing to provide consulting services to, any firm which offers products or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waived.

Non-Competition. The Practice hereby recognizes, acknowledges, and avers that Professional Business Manager will incur substantial costs in providing the equipment, support services, personnel, management, administration, and other items and services that are the subject matter of this Professional Business Management Agreement and that in the process of providing services under this Professional Business Management Agreement, the Practice will be privy to financial and Confidential Information, to which the Practice would not otherwise be exposed. The Parties also recognize that the services to be provided by Professional Business Manager will be feasible only if the Practice operates an active practice to which the Professionals associated with the Practice devote their full time and attention. The Practice agrees, acknowledges, and avers that the non-competition covenants described hereunder are necessary for the protection of Professional Business Manager, and that Professional Business Manager would not have entered into this Professional Business Management Agreement without the following covenants. (a) Unless Except as specifically agreed to by Professional Business Manager in writing, the obligation is waived or limited by Ceridian in accordance with subsection (b) Practice covenants and agrees that during the Term of this Section 6.02, Executive agrees that Professional Business Management Agreement and for a period of two years following termination of employment one (1) year from the date this Professional Business Management Agreement is terminated other than if terminated by the Practice for any reasoncause, Executive will or expires, the Practice shall not directly or indirectly, alone or as a partner, officer, director, shareholder or employee of any other firm or entity, engage in any commercial activity in competition with any part of Ceridian's business as conducted as of the date of such termination of employment or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this Agreement. For purposes of this subsection indirectly own (a), "shareholder" shall not include beneficial excluding ownership of less than five one percent (51%) of the combined voting power equity of all issued any publicly traded entity and outstanding voting securities excluding ownership of the common stock of Professional Business Manager), manage, operate, control, contract with, lend funds to, lend its name to, maintain any interest whatsoever in, or be employed by, any enterprise (i) having to do with the provision, distribution, promotion, or advertising of any type of management or administrative services or products to third parties in competition with Professional Business Manager, within a publicly held corporation whose stock is traded on 10 mile radius of any Office; and/or (ii) offering any type of service(s) or product(s) to third parties substantially similar to those offered by Professional Business Manager to the Practice in Competition with Professional Business Manager within a major stock exchange10 mile radius of any Office. Also for purposes Notwithstanding the above restriction, nothing herein shall prohibit (i) the Practice or any of its Shareholders from providing management and administrative services to this or their own optometry practice after the termination of this subsection Professional Business Management Agreement; (a), "Ceridian's business" shall include business conducted by Ceridian ii) the Practice or its affiliates and Shareholders from contracting with a third-party manager to provide administrative or management services for its or their professional eye care practices after termination of this Professional Business Management Agreement; (iii) any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stock. (b) At its sole option Ceridian may, by written notice Practice’s Shareholders from providing management and administrative services to Executive within 30 days their own optometry practices after the effective date of termination of Executive's employmenttheir employment relationship with the Practice, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. and (civ) During the term of the nonsuch Shareholders from contracting with a third-competition obligation, prior to accepting employment with, or agreeing party manager to provide consulting administrative or management services to, any firm which offers products or services in for their professional eye care practices after the fields termination of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe their employment relationship with the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VIPractice. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waived.

Non-Competition. (a) Unless the obligation is waived or limited by Ceridian in accordance with subsection (b) The Lessee acknowledges that upon and after any termination of this Section 6.02Lease, Executive any competition by any member of the Leasing Group with any subsequent owner or subsequent lessee of the Leased Property (the "Purchaser") would cause irreparable harm to the Lessor and any such Purchaser. To induce the Lessor to enter into this Lease, the Lessee agrees that for a period that, from and after the end of two years following the seventh (7th) Lease Year and thereafter until the later of (A) the expiration of this Lease or (B) the fifth (5th) anniversary of the termination of employment this Lease on account of a Lease Default, without the prior written consent of the Lessor (which consent shall not be unreasonably withheld or delayed), no member of the Leasing Group nor any Subsidiary of any member of the Leasing Group (collectively, the "Limited Parties") shall be involved in any capacity in or lend any of their names to or engage in any capacity in any assisted living facility (or other facility operated for any reasonuse included within the definition of the Primary Intended Use), Executive will not directly center, unit or indirectlyprogram (or in any Person engaged in any such activity or any related activity competitive therewith), alone or excluding however any of the facilities described on Schedule 11.5 attached hereto (collectively, the "Excluded Facilities"), whether such competitive activity (the "Competitive Activity") shall be as a partner, an officer, director, shareholder owner, employee, agent, advisor, independent contractor, developer, lender, sponsor, venture capitalist, administrator, manager, investor, partner, joint venturer, consultant or employee of any other firm or entity, engage participant in any commercial activity in competition with any part of Ceridian's business as conducted as of the date of such termination of employment or with any part of Ceridian's contemplated business capacity whatsoever with respect to which Executive has Confidential Information as governed by Article V an assisted living facility (or other facility operated for any use included within the definition of this Agreement. For purposes of this subsection (aPrimary Intended Use), "shareholder" shall not include beneficial ownership of less than five percent center, unit or program located within a seven (5%7) mile radius of the combined voting power Leased Property. The Lessee hereby acknowledges and agrees that none of the time span, scope or area covered by the foregoing restrictive covenants is or are unreasonable and that it is the specific intent of the Lessee that each and all issued of the restrictive covenants set forth hereinabove shall be valid and outstanding voting securities enforceable as specifically set forth herein. The Lessee further agrees that these restrictions are special, unique, extraordinary and reasonably necessary for the protection of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates the Lessor and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include Purchaser and that the violation of any corporation in which Ceridian has ownership of less than fifteen percent (15%) such covenant by any of the voting stock. (b) At its sole option Ceridian may, by written notice to Executive within 30 days after the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term of the non-competition obligation, prior to accepting employment with, or agreeing to provide consulting services to, any firm which offers products or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal Limited Parties would cause irreparable damage to the usual rate of Executive's Base Salary in effect at the time of termination. There shall Lessor and any Purchaser for which a legal remedy alone would not be credited against Ceridian's obligation sufficient to make fully protect such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waivedparties.

Non-Competition. (a) Unless In order to fully protect the obligation is waived or limited by Ceridian in accordance with subsection (b) of this Section 6.02Company's Proprietary Information, at all times during the Restricted Period, the Executive agrees that for a period of two years following termination of employment for any reasonshall not, Executive will not directly or indirectly, alone perform or as a partner, officer, director, shareholder provide managerial or employee executive services on behalf of any other firm person, entity or entityenterprise which is engaged in, or plans to engage in the United States that directly or indirectly competes with the Company's Business (for this purpose, the "COMPANY'S BUSINESS" is the business of manufacturing or distribution of products related the Department of Transportation/Intelligent Traffic Systems); excluding any commercial activity activities in competition the construction industry. During the Executive's employment with the Company, the Executive shall not, directly or indirectly, have any part interest in any business that provides work related to the Department of CeridianTransportation/Intelligent Traffic Systems in the United States (other than the Company) that competes with the Company's business Business, provided that this provision shall not apply to the Executive's ownership or acquisition, solely as conducted as an investment, of securities of any issuer that is registered under Section 12(b) or 12(g) of the date Securities Exchange Act of such termination 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 employment Securities Dealers Automated Quotations System, or with any part similar system or automated dissemination of Ceridian's contemplated business with respect to 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 Executive has Confidential Information as governed by Article V of this Agreement. For purposes of this subsection (a)exercises direct or indirect control of, "shareholder" shall not include beneficial ownership of less more than five percent (5%) of the combined voting power any class of all issued and outstanding voting securities capital stock of a publicly held corporation whose stock is traded on a major stock exchangesuch corporation. Also for For purposes of this subsection (a), Agreement the "Ceridian's businessRESTRICTED PERIOD" shall include business conducted be the period during which the Executive is employed by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided thatthe Company and, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of if the voting stock. (b) At its sole option Ceridian may, by written notice to Executive within 30 days after the effective date of termination of Executive's employment, waive or limit employment with the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During Company is either terminated by the term of the non-competition obligation, prior Company without Cause pursuant to accepting employment withSection 5.4, or agreeing by the Executive for Good Reason pursuant to provide consulting services toSection 5.5c, any firm which offers products or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal Company has paid to the usual rate Executive all of Executive's Base Salary in effect at amounts then payable to the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV Sections 5.4 or 5.5c, as applicable, the one (1) year period immediately following the termination of the Executive's employment with the Company. EGPI acknowledges that the Factoring Transaction associated with Creative Capital Associates is a temporary bridge financing and EGPI is bound by the Stock Purchase Agreement to use its best efforts to obtain a traditional Line of Credit as soon as possible, as stipulated in the original Letter of Intent. EGPI agrees to use its best efforts to replace the temporary bridge financing within forty-five (45) days of closing with an option by EGPI to extend this Agreementdeadline to January 31, 2010. In the event that Ceridian electsEGPI does not obtain a traditional Line of Credit within the timeline, pursuant to subsection (b) of the Executive may terminate the Agreement, and the Non-Compete shall be null and void. If this Section 6.02clause is exercised by the Executive, to waive all or it will not trigger any Clawback against the Promissory Note portion of the non-competition obligationCash Consideration or the Stock Consideration, no payment shall be required by Ceridian with respect or a claim against the Executive for any of the Cash Consideration paid at Closing. Exercise of this option will also void any payments due to the portion Executive by EGPI under this Agreement. This option is only exercisable at the election of the nonExecutive after January 31, 2010. In addition, EGPI is required to obtain a commitment for funding of $500,000 within twenty-competition period which one (21) days of closing. If the commitment has not been waivedobtained in the 21 day period, by November 24, 2009, then by written demand by the majority of the Sellers the Employment Agreements including the Non-Compete will be null and void, and EGPI will have no claims against the Cash Consideration paid except for any balances on the Promissory Notes and the Stock Consideration.

Non-Competition. (a) Unless Prior to the obligation is waived third anniversary of the Closing Date, the Parent Entities shall not engage in the business of (i) manufacturing or limited selling overhead systems, headliners, interior instrument panels, interior quarter panel/sidewall trim, interior trim consoles, lift-gate trim panels, painted or unpainted fascia and bumpers, claddings/exterior trim moldings, exterior grilles, structural composite bumpers, or signal, taillight and other lighting or (ii) assembling or selling cockpit systems or front-end modules, in each case as currently manufactured, assembled or sold by Ceridian the Bison Subsidiaries and in accordance with subsection each case for use in automotive passenger cars and light and heavy trucks (b) the "Restricted Field"). For the avoidance of doubt, the continued operation of the existing businesses of Parent and the Non-Bison Subsidiaries shall not be a violation of this Section 6.02, Executive agrees that for a period of two years following termination of employment for any reason, Executive will not directly or indirectly, alone or as a partner, officer, director, shareholder or employee of any other firm or entity, engage in any commercial activity in competition with any part of Ceridian's business as conducted as of the date of such termination of employment or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this Agreement. For purposes of this subsection (a5.11(a), "shareholder" shall not include beneficial ownership of less than five percent (5%) of the combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stock. (b) At Notwithstanding the foregoing, the Parent Entities may acquire, directly or indirectly, all or substantially all of the capital stock or assets of any Person (an "After-Acquired Business") which derives 33% or less of its sole gross sales revenues from the Restricted Field, if Parent or such Parent Entity promptly grants to Holdings an option Ceridian may, by written to acquire the portion of the After-Acquired Business which engages in the Restricted Field (the "Restricted Portion") upon the terms and conditions set forth in this Section 5.11(b) and promptly gives notice to Executive within 30 days after Holdings of such option (but in no event later than the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During After-Acquired Business was acquired). The purchase price for the term of the non-competition obligation, prior to accepting employment with, or agreeing to provide consulting services to, any firm which offers products or services in the fields of electronics or information processing, Executive Restricted Portion shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate aggregate purchase price, including any liabilities assumed by a Parent Entity, paid by a Parent Entity for the After-Acquired Business, multiplied by a fraction, the numerator of Executivewhich shall be the net operating profit or other mutually acceptable measure of value of the Restricted Portion during the most recently completed fiscal year prior to the date such Parent Entity acquired the After-Acquired Business and the denominator of which shall be the net operating profit or other mutually acceptable measure of value of the After-Acquired Business during the same period. (i) The purchase of the Restricted Portion by Holdings will be subject to the execution by the Parent Entity and Holdings of a mutually satisfactory definitive agreement for such purchase and the obtaining of all necessary regulatory approvals from any Governmental Authority and material third party Consents (in each case at no out-of-pocket cost or expense to the Parent Entity) and the expiration or termination of any applicable waiting period under the HSR Act and any applicable Foreign Competition Laws. The Parent Entity's Base Salary representations and warranties in effect the definitive purchase agreement for the Restricted Portion shall be limited to reasonable assurances that the applicable Parent Entity had caused the Restricted Portion to be operated in the ordinary course of business during the period of such Parent Entity's ownership, and the Parent Entity shall use all commercially reasonable efforts to cause its rights under the purchase agreement by which it acquired the After-Acquired Business to the extent relating to the Restricted Portion to be assigned or otherwise made available to Holdings. The definitive purchase agreement shall provide that such agreement may be terminated at the time option of termination. There shall be credited against Ceridian's obligation to make either a Parent Entity (or the applicable Non-Bison Subsidiary) or Holdings if such payments any other payments made transaction is not consummated by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion six month anniversary of the nondate the After-competition obligation, no payment shall be required Acquired Business was acquired by Ceridian with respect a Parent Entity. (ii) If Holdings fails to give Parent notice of its intent to exercise this option on or before the portion one month anniversary of the nondate the After-competition period which has been waivedAcquired Business was acquired or the sale of the Restricted Portion to Holdings is not consummated, other than because of a default by a Parent Entity, the Parent Entity may retain ownership of the After-Acquired Business, including the Restricted Portion.

Non-Competition. The Seller and the Equity Holders are familiar with the trade secrets related to the Business and with other Confidential Information concerning the Business, including all (a) Unless inventions, technology and research and development related to the obligation is waived or limited by Ceridian in accordance with subsection Business, (b) of this Section 6.02customers and clients and customer and client lists related to the Business, Executive (c) products (including products under development) and services related to the Business and related costs and pricing structures, (d) accounting and business methods and practices related to the Business and (e) similar and related Confidential Information and trade secrets related to the Business. The Seller and the Equity Holders acknowledges and agrees that the Business would be irreparably damaged if such Party were to directly or indirectly provide services to any Person competing with the Business or engaging in a similar business and that such direct or indirect competition by any such Party would result in a significant loss of goodwill by the Business. In further consideration for the Buyer’s payment of the Purchase Price under this Agreement (in respect of which payment the Equity Holders and the Seller expressly acknowledges that he or it derives a substantial and direct benefit), and in order to protect the value of the Business acquired by the Buyer hereunder (including the goodwill inherent in the Business as of the date hereof), the Seller and the Equity Holders hereby agrees that during the period commencing on the Closing Date and ending on the third (3rd) anniversary of two years following termination the Closing Date (the “Non-Competition Period”), such Party shall not acquire or hold any economic or financial interest in, act as a partner, member, stockholder, or representative of, render any services to, or otherwise operate or hold an interest in any Person (other than the Seller, Restaurant Coverage Associates, Inc., Risk Control Associates, Inc. and RCA of employment for New England, Inc.) having any reasonlocation in any county in which the Business or the Buyer conducts operations, Executive will not which entity, enterprise or other Person primarily engages in, directly or indirectly, alone any business that competes with the Business or as a partneroperates in the industry; provided, officerhowever, director, shareholder or employee that nothing contained herein shall be construed to prohibit any such Party from purchasing up to an aggregate of any other firm or entity, engage in any commercial activity in competition with any part of Ceridian's business as conducted as of the date of such termination of employment or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this Agreement. For purposes of this subsection (a), "shareholder" shall not include beneficial ownership of less than five two percent (52%) of any class of the combined voting power of all issued and outstanding voting securities of a publicly held corporation any other Person whose stock is traded securities are listed on a major stock exchangenational securities exchange (but only if such investment is held on a purely passive basis). Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of Notwithstanding the voting stock. (b) At its sole option Ceridian may, by written notice to Executive within 30 days after the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term of the non-competition obligation, prior to accepting employment with, or agreeing to provide consulting services to, any firm which offers products or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the non-competition obligationforgoing, no payment Equity Holder shall be required by Ceridian with respect to the portion of the non-competition period which has been waiveddivest their equity interest in any currently owned investment including but not limited to First Jersey Casualty Insurance Company, Borges, Hanlon, H▇▇▇▇ & G▇▇▇▇▇ and/or other RCA related Affiliates.

Non-Competition. (a) Unless The Grantee acknowledges and recognizes the obligation is waived or limited by Ceridian in accordance with subsection (b) highly competitive nature of this Section 6.02, Executive the business of the Company and accordingly agrees that while Grantee is an employee of the Company and for a the [one year for VPs/6 months for Directors/3 months for managers] period of two years following termination of employment such relationship for any reasonreason (whether voluntary or involuntary) (the “Restricted Period”), Executive will not directly the Grantee shall not, as an employee, independent contractor, consultant, or indirectly, alone or as a partner, officer, director, shareholder or employee of in any other firm form, prepare to provide or entityprovide any of the same or similar services that Grantee performed during his/her employment with (or service to) Company for any other individual, engage partnership, limited liability company, corporation, independent practice association, management services organization, or any other entity (collectively, “Person”) that competes in any commercial activity in competition way with any part the area of Ceridian's business as conducted as of the date Company, or any of such termination of employment its subsidiaries or with any part of Ceridian's contemplated business with respect to affiliates, in which Executive has Confidential Information as governed by Article V of this AgreementGrantee worked and/or performed services. For purposes of this subsection (a)the above, "shareholder" preparing to provide any of the same or similar services includes, but is not limited to, planning with any Person on how best to compete with Company or any of its subsidiaries or affiliates, or discussing Company’s, or any of its subsidiaries’ or affiliates’ business plans or strategies with any Person. The Grantee further agrees that during Restricted Period, Grantee shall not include beneficial ownership own, manage, control, operate, invest in, acquire an interest in, or otherwise engage in, act for, or act on behalf of less any Person (other than five percent (5%Company and its subsidiaries and affiliates) engaged in any activity that Grantee was responsible for during Grantee’s employment with Company where such activity is similar to or competitive with the activities carried on by Company or any of its subsidiaries or affiliates. The Grantee acknowledges that during the Restricted Period, the Grantee may be exposed to confidential information and/or trade secrets relating to business areas of the combined voting power Company or any of all issued its subsidiaries or affiliates that are different from and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in addition to the areas in which Ceridian or its affiliates is Grantee primarily works for Company (the “Additional Protected Areas of Business”). As a partner or joint venturer; provided thatresult, "affiliate" as used in this sentence the Grantee agrees he/she shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stock. (b) At its sole option Ceridian mayown, by written notice to Executive within 30 days after the effective date of termination of Executive's employmentmanage, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term of the non-competition obligationcontrol, prior to accepting employment withoperate, invest in, acquire an interest in, or agreeing to otherwise act for, act on behalf, or provide consulting the same or similar services to, any firm which offers products or services Person that engages in the fields Additional Protected Areas of electronics or information processing, Executive shall give 30 days prior written notice to CeridianBusiness. Such written notice shall describe The Grantee acknowledges and agrees that the proposed employment or consulting services geographical limitations and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV duration of this Agreementcovenant not to compete are reasonable. In To the event extent that Ceridian elects, pursuant to subsection (b) the provisions of this Section 6.0210(a) conflict with any other agreement signed by Grantee relating to non-competition, to waive all or any portion the provisions that are most protective of the non-competition obligationCompany’s, no payment and any of its subsidiaries’ or affiliates’, interests shall be required by Ceridian with respect to the portion of the non-competition period which has been waivedgovern.

Non-Competition. (a) Unless Executive acknowledges that Executive has gained and will gain extensive and valuable experiences and knowledge in the obligation is waived or limited business conducted by Ceridian the Company and has had and will have extensive contacts with customers of the Company. Accordingly, in accordance consideration of the mutual promises contained in this Agreement, Executive covenants and agrees with subsection (b) the Company that, during the term of this Section 6.02, Executive agrees that Agreement and for a period of two years twelve (12) months or, if Executive receives Enhanced Severance Benefits under Section 7.4, eighteen (18) months, following termination of employment for any reasonthe Executive’s Termination Date, Executive will shall not compete directly or indirectly with the Company and shall not during such period make public statements in derogation of the Company. Competing directly or indirectly with the Company shall mean engaging or having a material interest, directly or indirectly, alone or as a partnerowner, employee, officer, director, shareholder partner, venturer, stockholder, capital investor, consultant, agent, principal, advisor or employee otherwise, either alone or in association with others, in the operation of any entity’s division or group which (a) provides operational support systems (OSS) software solutions for provisioning for telecommunications carriers similar to those provided by the Company and/or (b) is engaged in such other firm or entity, engage businesses as the Company is actively engaged in any commercial activity in competition with any part at the time of Ceridian's business as conducted as of the date of such Executive’s termination of employment employment. Competing directly or indirectly with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information the Company, as governed by Article V of used in this Agreement. For , shall not include having an ownership interest as an inactive investor, which for purposes of this subsection (a), "shareholder" Agreement shall not include mean the beneficial ownership of less than five percent (5%) of the combined voting power outstanding shares of all issued and outstanding voting any series or class of securities of a any competitor of the Company, which shares are publicly held corporation whose stock traded in the securities markets. This Section 4.1 shall cease to apply in the event the Company is traded on a major stock exchangein breach of any obligations to provide severance benefits in accordance with Section 7.2 and/or Section 7.4 and fails to cure such breach within twenty (20) days of receiving written notice of such breach from Executive. Also for purposes Executive agrees that any violation of this subsection (a)Section 4.1 by Executive, "Ceridian's business" as determined by a court of law, shall include business conducted by Ceridian or its affiliates and any partnership or joint venture result in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) termination of the voting stock. (b) At its sole option Ceridian may, by written notice to Executive within 30 days after the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term of the non-competition obligation, prior to accepting employment with, or agreeing Company’s obligations to provide consulting services to, any firm which offers products or services severance benefits hereunder and in the fields event of electronics or information processingsuch termination, Executive shall give 30 days prior written notice be required to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal repay to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make Company any such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waivedseverance benefits previously received.

Non-Competition. 11.1 In view of the fact that any activity of Provider in violation of the terms hereof would adversely affect Jutvision and its subsidiaries, and to preserve the goodwill associated with Jutvision's business, Provider hereby agrees to the following restrictions on its activities: 11.1.1 Provider hereby agrees that during the term of this Agreement and during the period commencing on the date this Agreement is terminated for any reason and ending on the date which is the third anniversary of the date thereof (athe "Noncompete Period") Unless Provider will not, without the obligation express written consent of Jutvision, directly or indirectly, engage in any activity that is waived competitive with any of the business activities, products or limited services conducted or offered by Ceridian in accordance with subsection Jutvision and its subsidiaries and affiliates or proposed to be conducted or offered by Jutvision and its subsidiaries and affiliates. 11.1.2 In the event (bi) Provider receives and considers any offer for an Acquisition (as defined below) of this Section 6.02Provider, Executive agrees that or (ii) Provider determines to solicit bids from third parties for a potential Acquisition, Provider shall notify Jutvision, and Jutvision shall have the exclusive right to negotiate such an Acquisition with Provider for a period of two years following termination of employment for any reason, Executive will not directly or indirectly, alone or as a partner, officer, director, shareholder or employee of any other firm or entity, engage in any commercial activity in competition with any part of Ceridian's business as conducted as of thirty (30) days after the date of receipt of such termination of employment or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this Agreement. notice. 11.1.3 For purposes of this subsection Agreement, the "Acquisition" of a party shall mean (a)i) a merger, consolidation or other reorganization, if the individuals and entities who were stockholders of the party immediately prior to the effective date of the transaction have "shareholderbeneficial ownership" shall not include beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of less than five sixty percent (560%) of the total combined voting power for election of directors (or their equivalent) of the surviving entity following the effective date of the transaction, (ii) acquisition by any entity or group of direct or indirect beneficial ownership in the aggregate of securities of the party then issued and outstanding representing forty percent (40%) or more of the total combined voting power of the party, or (iii) a sale of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) substantially all of the voting stock. (b) At its sole option Ceridian may, by written notice to Executive within 30 days after the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term of the non-competition obligation, prior to accepting employment with, or agreeing to provide consulting services to, any firm which offers products or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waived.party's

Non-Competition. (a) Unless During the obligation is waived 12-month period that commences on the Termination Date and ends on the first anniversary of the Termination Date, the Executive shall not, without the prior consent of the Company, directly or limited indirectly own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be employed by Ceridian or otherwise connected in accordance any substantial manner with subsection (b) any business which directly or indirectly competes to a material extent with any line of business of the Company or its subsidiaries which was operated by the Company or its subsidiaries at the Termination Date; provided that nothing in this paragraph shall prohibit the Executive from acquiring up to 5% of any class of outstanding equity securities of any corporation whose equity securities are regularly traded on a national securities exchange or in the "over-the-counter market," and provided further, that the foregoing restriction of this Section 6.02, 11(C) shall not be construed as to require Executive agrees that for to violate the Rules of Professional Conduct (applicable to attorneys). The foregoing noncompetition restriction of this Section 11(C) shall not apply following a period Change of Control Event if (v) the Executive's employment has been terminated by the Company without Cause within two years following termination of such Change in Control Event, (w) the Executive terminates his employment for any reason, Executive will not directly or indirectly, alone or as a partner, officer, director, shareholder or employee of any other firm or entity, engage in any commercial activity in competition with any part of Ceridian's business as conducted as of the date of such termination of employment or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this Agreement. For purposes of this subsection (a), "shareholder" shall not include beneficial ownership of less than five percent (5%) of the combined voting power of all issued and outstanding voting securities result of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection Constructive Termination within two years following such Change in Control Event or (a)x) the Company elects, "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture within two years following such Change in which Ceridian or its affiliates is a partner or joint venturer; provided thatControl Event, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stock. (b) At its sole option Ceridian may, by written notice to Executive within 30 days after the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During extend the term of the non-competition obligation, prior to accepting employment with, or agreeing to provide consulting services to, any firm which offers products or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridianemployment. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) The foregoing noncompetition restriction of this Section 6.0211(C) shall not apply following a Potential Change in Control if: 1) the Executive's employment is terminated without Cause within two years following such Potential Change in Control, and such termination is at the request or direction of or pursuant to waive all negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Discharge without Cause within two years following such Potential Change in Control, and the circumstances or any portion events which constitute the basis for Executive's claim of Constructive Discharge occur at the non-competition obligationrequest or direction of, no payment shall be required by Ceridian or pursuant to negotiations with, such Person, 3) the Company elects, within two years following such Potential Change in Control, not to extend the term of employment, and such election was at the request or direction of or pursuant to negotiations with respect to such Person; or 4) the portion Executive's employment is terminated without Cause within two years following such Potential Change in Control and such termination is otherwise in connection with or in anticipation of the non-competition period a Change in Control which has been waivedactually occurs.

Non-Competition. (a) Unless the obligation is waived or limited by Ceridian in accordance with subsection (b) of this Section 6.02, Executive Company Parent agrees that neither it nor any of its Subsidiaries shall, for a period of two three (3) years after the Closing Date, compete directly or indirectly with Newco or Newco Parent and its Subsidiaries (including, without limitation, by seeking business opportunities, responding to requests for bids or other proposals, and by performing contracts) for revenue producing service contracts with state and local government agencies in the state and local government markets (which shall refer to vertical lines of business and not geographic areas) in which the Company and Newco Parent's Subsidiaries are actively engaged in business as of the Closing Date; provided, however, that such restriction shall not apply, and Company Parent and its Subsidiaries shall be free at all times to pursue and perform any and all of the following termination contracts secured before, during and after the aforementioned restriction period: (a) Contracts and business in the health-related, transportation, law enforcement and public safety markets pursued by Company Parent's Subsidiaries, AdvanceMed Corporation, DynRide LLC, DynCorp Information and Enterprise Technology, Inc. and DynCorp Information Systems, respectively; (b) Any and all business that is conducted by Company Parent or any of employment its Subsidiaries under or in connection with, or as an outgrowth of, any federal government contract regardless of when awarded to Company Parent or a Subsidiary; (c) Any and all business that is conducted by Company Parent or any of its Subsidiaries under any non-federal government contract that is in effect as of the Closing Date (other than contracts that are currently being performed, or are presently contemplated to be performed, by the Company); (d) Any and all business that is conducted at any time by any business or entity that may be acquired by Company Parent or any of its Subsidiaries, so long as the aggregate revenue of such business or entity from contracts with state and local governments does not exceed, in the year of acquisition, more than the lesser of 15% of total annual revenue of such acquired business or entity or $7,500,000; (e) Any and all business that is conducted by an Affiliate of Company Parent that is not a Subsidiary consolidated with Company Parent (or its parent) for financial reporting purposes; (f) Any and all business that is conducted by (i) any reasonSubsidiary of Company Parent subsequent to Company Parent's complete divestiture of such Subsidiary or (ii) any non-affiliated third party that purchases any portion of Company Parent's or any of its Subsidiaries' business; (g) Any and all business under contracts or proposals of any Subsidiary of Company Parent (other than the Company) outstanding as of the Closing Date with other than state and local government agencies, Executive will not but for services ultimately beneficial, directly or indirectly, alone to a state or as local government; (h) Contracts to provide information technology desk top or "seat" management hardware and services to a partnerstate or local government agency if, officerafter reasonable notice of the opportunity by Company Parent or a Subsidiary to Newco or Newco Parent, director, shareholder Newco or employee of any other firm Newco Parent has failed to actively seek or entity, engage pursue such opportunity; and (i) Investments in any commercial activity business that may be involved in competition with any part providing services to state and local government agencies so long as the securities of Ceridian's business as conducted as such businesses are publicly traded and the aggregate investment by Company Parent does not exceed 1% of the date of such termination of employment or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this Agreement. For purposes of this subsection (a), "shareholder" shall not include beneficial ownership of less than five percent (5%) of the combined voting power of all issued and total outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates the investment is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stockmade. (b) At its sole option Ceridian may, by written notice to Executive within 30 days after the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term of the non-competition obligation, prior to accepting employment with, or agreeing to provide consulting services to, any firm which offers products or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waived.

Non-Competition. (a) Unless the obligation is waived or limited by Ceridian in accordance with subsection (b) of this Section 6.02, Executive CNCHK agrees that for a period of two years following termination of employment for any reasonit will not, Executive will not directly or indirectly, alone or as a partner, officer, director, shareholder or employee of any other firm or entityindirectly through its Affiliates, engage in any commercial activity business opportunity which is directly or indirectly in competition with any part of Ceridian's business as conducted as the Business or the Company without the agreement of the date Other Shareholders; provided, that CNCHK and its Affiliates may engage in business opportunities (i) in the PRC or (ii) anywhere in the world outside the PRC, to the extent such business opportunities (A) are in the lines of such termination business that CNCHK and its Subsidiaries engage in outside the PRC as at the Effective Date, (B) are consistent with the scope of employment or with any part the business outside the PRC of Ceridian's contemplated business with respect to which Executive has Confidential Information CNCHK and its Subsidiaries, as governed by Article V at the Effective Date, and (C) are within the geographical area of CNCHK and its Subsidiaries, as at the Effective Date, provided, that this Agreement. For purposes of this subsection subclause (a), "shareholder" C) shall not include beneficial ownership purport to restrict any such business opportunities (1) in existing locations of less than five percent business of CNCHK and its Subsidiaries as at the Effective Date, (5%2) of the combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in countries in which Ceridian the Company does not operate and which the Company has not communicated to the Shareholders its intention to enter, (3) which are not in competition with the Business or its affiliates is a partner the Company or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%4) of the voting stockare outside Asia and Australia. (b) At Notwithstanding anything to the contrary contained in this Agreement, if such party's interest in any business opportunity that it pursues pursuant to Section 9.01(b) is a substantial Non-Passive Interest and such business directly competes with the Business (or any part thereof) or the Company, the rights of such party (together with its sole option Ceridian mayAffiliates), by written notice together with its appointees to Executive within 30 days after the effective date Board (other than an Independent Director), to exercise any voting rights in respect of termination matters that relate solely and directly to the businesses of Executive's employmentthe Company that compete directly with such business, waive or limit the time and/or geographic area shall be suspended for so long as such party holds a substantial Non-Passive Interest in which Executive cannot engage in competitive activitysuch competing business. (c) During The covenants set out in this Section 9.01 shall cease to apply upon the term earlier of (i) the non-competition obligation, prior termination of this Agreement and (ii) CNCHK ceasing to accepting employment with, or agreeing to provide consulting services to, any firm which offers products or services hold Shares in the fields of electronics Company, whether directly or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment indirectly through one or consulting services more Affiliates or China Netcom Group and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VIits Affiliates. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waived.

Non-Competition. (a) Unless Executive recognizes that his duties will entail the obligation is waived or limited by Ceridian receipt of Trade Secrets and Confidential Information as defined in accordance with subsection (b) of this Section 6.026. Those Trade Secrets and Confidential Information have been developed by the Company at substantial cost and constitute valuable and unique property of the Company. Accordingly, the Executive acknowledges that protection of Trade Secrets and Confidential Information is a legitimate business interest. Executive agrees that not to compete with the Company during the Employment Term and for a reasonable and limited period thereafter. Therefore, during the Employment Term and during the applicable Continuation Period thereafter (or, in the event of as termination for Cause by the Company or without Good Reason by the Executive, a period of two (2) years following termination the Termination Date), the Executive shall not have an investment of employment for $100,000.00 or more in a Competing Business (as defined herein) and shall not render personal services to any reasonsuch Competing Business in any manner, Executive will not directly or indirectlyincluding, alone or without limitation, as a owner, partner, director, trustee, officer, directoremployee, shareholder consultant or employee advisor thereof. If the Executive shall breach the covenants contained in this Non-Competition provision, the Company shall have no further obligation to make any payment to the Executive pursuant to this Agreement and may recover from the Executive all such damages as it may be entitled to at law or in equity. In addition, the Executive acknowledges that any such breach is likely to result in irreparable harm to the Company. The Company shall be entitled to specific performance of the covenants in this Section 6, including entry of a temporary restraining order in state or federal court, preliminary and permanent injunctive relief against activities in violation of this Section 6, or both, or other appropriate judicial remedy, writ or order, in addition to any damages and legal expenses which the Company may be legally entitled to recover. Executive acknowledges and agrees that the covenants in this Section 6 shall be construed as agreements independent of any other firm provision of this Agreement or entityany other agreement between the Company and Executive, engage in and that the existence of any commercial activity in competition with claim or cause of action by Executive against the Company, whether predicated upon this Agreement or any part of Ceridian's business as conducted as of other agreement, shall not constitute a defense to the date enforcement by the Company of such termination of employment or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this Agreementcovenants. For purposes The provisions of this subsection (a), "shareholder" d) shall not include beneficial ownership of less than five percent be applicable to Executive if (5%i) Executive is terminated from employment without Cause, (ii) the Executive resigns from employment for Good Reason, or (iii) the Company elects not to renew the Executive’s employment following the end of the combined voting power of all issued Term with compensation and outstanding voting securities of benefits not materially less advantageous to the Executive than those set forth in this Agreement, but the Executive is willing and able to enter into a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes renewal of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates Agreement with compensation and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used benefits not materially less advantageous to the Executive than those set forth in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stockAgreement. (b) At its sole option Ceridian may, by written notice to Executive within 30 days after the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term of the non-competition obligation, prior to accepting employment with, or agreeing to provide consulting services to, any firm which offers products or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waived.

Non-Competition. During the period beginning on the Closing Date and ending on the third (a3rd) Unless anniversary of the obligation is waived Closing Date (the “Non-Competition Period”), neither Seller nor Seller Parent or limited by Ceridian in accordance with subsection any of their respective Subsidiaries (bcollectively, the “Restricted Entities”) of this Section 6.02shall, Executive agrees that for a period of two years following termination of employment for any reason, Executive will not directly or indirectly, alone own, invest in or as a partneroperate an electronic communication network, officerelectronic market or matching platform, directoraggregation service or third party liquidity management service in the institutional foreign exchange (“FX”) market (including, shareholder for the avoidance of doubt, for financial institutions or employee of any other firm or entity, engage in any commercial activity in competition with any part of Ceridian's business as conducted as of the date of such termination of employment or with any part of Ceridian's contemplated business retail brokers and with respect to which Executive has Confidential Information as governed by Article V FX spots, swaps, futures, non-deliverable forwards or spot metals) (any of the foregoing, a “Competing Business”); provided, however, that Seller may do each of the following without Seller or any Affiliate of Seller being deemed to be in violation of this Agreement. For purposes of this subsection Section 7.7(a): (a), "shareholder" shall not include beneficial ownership of less than five i) own or hold as principal up to ten percent (510%) of the combined voting power outstanding securities of any entity (provided that Seller Parent or an Affiliate of Seller Parent does not otherwise control the business or affairs of such entity), hold or exercise rights of ownership with respect to any security in any amount in a fiduciary capacity for the benefit of an unaffiliated third party or make markets in any security; (ii) merge, consolidate or otherwise engage in a business combination with, or sell all or substantially all of its assets or businesses to, any Person that is not an Affiliate of Seller Parent with an existing Competing Business and continue to operate such existing Competing Business; provided that members of Seller’s board of directors do not constitute fifty percent (50%) or more of the board of directors of the surviving corporation of such transaction (or of the board of directors of its publicly traded parent company) and that Seller’s shareholders immediately prior to consummation of such transaction do not immediately after consummation of such transaction own fifty percent (50%) or more of the outstanding capital stock or other equity interests of the surviving entity of such transaction (or of its publicly traded parent company); and, upon the consummation of such a permitted transaction, the Non-Competition Period and the prohibitions of this Section 7.7 shall immediately terminate and be of no further effect; (iii) purchase or acquire (through merger, stock purchase or purchase of all issued or substantially all of the assets or otherwise) any entity with an existing Competing Business and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturercontinue to operate such existing Competing Business; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership that if the consolidated revenue of less such Competing Business for the twelve (12) month period ending on the date of the consummation of such purchase or acquisition is greater than fifteen percent (15%) of such acquired entity’s total revenue over the voting stock.same period, Seller then shall commence as promptly as practicable a process to sell such Competing Business to an unaffiliated third party and shall use reasonable best efforts to complete such sale within nine (9) months after the consummation of such purchase or acquisition; (biv) At own or hold equity interests in Purchaser or its sole option Ceridian may, by written notice to Executive within 30 days after the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity.Affiliates; and (cv) During the term of the provide liquidity (A) on FX electronic communications networks, matching platforms, electronic markets, aggregation services, third party liquidity management services or any other platform or (B) directly to customers (including financial institutions and retail brokers) in FX spots, swaps, futures, non-competition obligationdeliverable forwards, prior to accepting employment with, spot metals or agreeing to provide consulting services to, any firm which offers products or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waivedproduct.

Non-Competition. (a) Unless the obligation is waived or limited by Ceridian in accordance with subsection (b) of this Section 6.02, Executive 1. Employee agrees that for so long as Employee is employed by Chemtura and continuing for a period not in excess of two years twelve (12) months following termination of such employment for any reason, Executive reason Employee will not without the prior written consent of Chemtura, directly or indirectly, alone whether alone, in association with or on behalf of any other person, firm, corporation or other business organization, whether as an individual proprietor or entrepreneur or as a partneran agent, consultant, director, employee, officer, directorpartner, shareholder stockholder or employee of in any other firm or entitycapacity, engage in any commercial activity in competition Compete with any part of Ceridian's business as conducted as of the date of such termination of employment or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this AgreementChemtura. For purposes of this subsection Agreement, the term “Compete” means to take or plan to take any position, or otherwise perform or plan to perform any services, in any geographic region: (a) that could result in the use or disclosure of Confidential Information (as defined in the agreement between you and Chemtura Corporation, dated November 10, 2010 (your “Confidentiality Agreement”), "shareholder" shall not include beneficial ownership of less than five percent (5%) of the combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a)whether intentional or inadvertent, "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stock. and/or (b) At its sole option Ceridian maywith respect to any business, where as of or within the twenty-four (24) month period immediately preceding Employee’s termination of employment, (i) Chemtura is or has engaged in such business, or (ii) Chemtura has formally announced plans, or Employee has actual knowledge of plans, to engage in such business. 2. Employee acknowledges that Employee has carefully read and considered the provisions of this Section A and, having done so, agrees that the restrictions set forth in this Section (including, but not limited to, the duration and geographic scope of the restrictions set forth in this Section) are fair and reasonable, and are reasonably required for the protection of the interests of Chemtura, and do not preclude Employee from earning a livelihood, nor do they unreasonably impose limitations on Employee’s ability to earn a living. Employee further agrees that the potential harm to Chemtura from the non-enforcement of these restrictions outweighs any potential harm to the Employee. 3. If any of the provisions of this Section A are determined to be invalid or unenforceable to any extent, by written notice reason of being vague or unreasonable as to Executive within 30 days after area, duration or scope of activity, that portion of this Section shall be considered divisible and shall immediately be reformed to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the effective date court having jurisdiction over the matter. Employee agrees that any such reformation shall be valid and binding as though any invalid or unenforceable provision had not been included herein. 4. Employee agrees that in the event of termination of Executive's employmentemployment with Chemtura, waive whether voluntary or limit involuntary, Employee shall provide Chemtura with written notice in advance of such termination, (i) identifying Employee’s subsequent employer, if any, and the time and/or geographic area nature of the work in which Executive cannot engage in competitive activity. Employee expects to be engaged therewith and (cii) During granting Chemtura permission to communicate with Employee’s new employer for the term purpose of advising Employee’s new employer of the non-competition obligation, prior to accepting employment with, or agreeing to provide consulting services to, any firm which offers products or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV content of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waived.

Non-Competition. During the period beginning on the Closing Date and ending on the date that is three years and six months after the Closing Date (athe “Restricted Period”), Seller shall not, and shall cause its Affiliates (together with Seller, the “Restricted Entities”) Unless the obligation is waived or limited by Ceridian in accordance with subsection (b) of this Section 6.02not to, Executive agrees that for a period of two years following termination of employment for any reason, Executive will not directly or indirectly, alone issue or as a partner, officer, director, shareholder or employee of any other firm or entity, engage sell in any commercial activity in competition with state or jurisdiction within the United States, any products or services of a type that comprises part of Ceridian's business as conducted the Business as of the date of such termination of employment hereof and that was underwritten, issued, sold, renewed or with any serviced as part of Ceridian's contemplated business with respect the Business during the two years prior to which Executive has Confidential Information as governed by Article V of the date hereof (the “Competing Businesses”); provided, however, that this Agreement. For purposes of this subsection Section 5.13 shall not prohibit or in any way prevent or restrict: (a), "shareholder" shall not include beneficial ownership ) any Restricted Entity from operating any business other than the Business (including the business described in the proviso included in the definition of less than five percent (5%“Business”) of or from operating the combined voting power of all issued Business from and outstanding voting securities of a publicly held corporation whose stock after the time at which the Business or any portion thereof is traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and recaptured under any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stock.coinsurance agreement; (b) At its sole option Ceridian mayany Restricted Entity from providing (i) provider network access or network management services; (ii) medical management, case management, or cost containment services; or (iii) administrative services for short-term disability plans that are provided in conjunction with a self-funded plan sponsor’s medical benefits coverage or plan that is administered or serviced by written notice to Executive within 30 days after the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activitya Restricted Entity. (c) During the term of the non-competition obligation, prior to accepting employment with, any Restricted Entity from performing any act or agreeing to provide consulting services to, conducting any firm which offers products business expressly required by this Agreement or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI.other Transaction Agreement; (d) During any period Restricted Entity from entering into a reinsurance agreement or similar arrangement primarily reinsuring the Competing Business of non-competition pursuant a ceding company that is not a Restricted Entity, so long as none of the Restricted Entities engages in the issuing, underwriting, selling, distributing, marketing, delivering, cancelling or administering of such underlying reinsured business; (e) any Restricted Entity from (A) making any investment or providing advisory services (or activities related thereto) in a fiduciary or agency capacity and carried out on behalf of clients or other third party beneficiaries in the ordinary course of business, or (B) making passive investments for general insurance accounts or investment management, proprietary investing or trading activities in the ordinary course of its businesses; provided that in no event shall the aggregate ownership interest held by Restricted Entities in any Person engaged in a Competing Business, whether directly or indirectly, equal or exceed 20% of the aggregate voting power or issued and outstanding equity securities of such Person, subject to this Article VI Ceridian shall pay Executive an amount equal Sections 5.13(f) and (g) below; (f) the ownership of, any affiliation with, or the conduct of any other activity with respect to, a Person that conducts, either directly or indirectly, a Competing Business (any such person, together with all of its Affiliates, a “Competing Person”) that is the result of (A) the merger, consolidation, share exchange, sale or purchase of assets, scheme of arrangement or similar business combination involving any Restricted Entity with any Competing Person or (B) the acquisition of 20% or more of the voting power or outstanding equity interests in any Competing Person by any Restricted Entity, if, in the case of either (A) or (B), at least 66 2/3% of the total consolidated revenues of such Competing Person in the calendar year prior to such ownership or affiliation was derived from activities that do not constitute Competing Business; provided, however, that such Restricted Entity may proceed with such acquisition of a Competing Person that derived in excess of 33 1/3% of its total consolidated revenues in its most recent fiscal year from activities that constitute Competing Business only if such Restricted Entity divests, within 24 months of its acquisition, a sufficient portion of such Competing Person such that the total consolidated revenues from activities that constitute Competing Business that remain with any such Competing Person after such divestment over the last four full fiscal quarters prior to such acquisition are not greater than 33 1/3% of its consolidated revenues for such period; or (g) subject to the usual rate foregoing clause (f), any Restricted Entity from foreclosing on collateral of Executive's Base Salary or acquiring any of the outstanding capital stock or other interests in effect at the time of termination. There shall be credited against Ceridian's obligation any person that has outstanding indebtedness to make such payments any other payments made Restricted Entity, or engaging in any activities otherwise prohibited by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or 5.13 in connection with any portion such Person as a result of the non-competition obligation, no payment shall be required by Ceridian acquisition of such capital stock or other interests in connection with respect to the portion of the non-competition period which has been waiveda debt previously contracted.

Non-Competition. (a) Unless the obligation is waived or limited by Ceridian in accordance with subsection (b) of this Section 6.02, The Executive agrees that his services hereunder are of a special character, and his position with the Company places him in a position of confidence and trust with the customers and employees of the Company. The Executive and the Company agree that in the course of employment hereunder, the Executive has and will continue to develop a personal acquaintanceship and relationship with the Company's customers, and a knowledge of those customers' affairs and requirements which may constitute the Company's primary or only contact with such customers. The Executive consequently agrees that it is reasonable and necessary for the protection of the goodwill and business of the Company that the Executive make the covenants contained herein. Accordingly, the Executive agrees that while he is in the Company's employ and for a period of two 2 years following termination of employment for any reason, thereafter the Executive will not not, without the prior written consent of the Company, either directly or indirectly, alone or in any capacity whether as a promoter proprietor, partner, joint venturer, employee, agent, consultant, director, officer, directormanager, shareholder or employee of any other firm or entity, engage in any commercial activity in competition with any part of Ceridian's business (except as conducted as of the date of such termination of employment or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this Agreement. For purposes of this subsection (a), "shareholder" shall not include beneficial ownership of a shareholder holding less than five percent Five Percent (5%) of the combined voting power of all a publicly traded company's issued and outstanding voting securities capital stock, or otherwise) work for, act as a consultant to or own any interest in any direct competitor of the Company which operates in or provides services essentially the same as the Company. For purposes hereof a Direct Competitor is a business, or a division of a publicly held corporation whose stock business, which is traded on engaged in providing discount dining or restaurant services, whether through use of barter, trade credits, scrip or similar items or printing, selling, distributing or soliciting of a major stock exchangecharge card for discount services and activities or promoting a charge card or providing services the same as or similar to that sold or offered by the Company or Network. Also for purposes of this subsection (a)The Executive further agrees that he will not solicit, "Ceridian's business" shall include business conducted by Ceridian entice, induce or its affiliates and persuade, either directly or indirectly, any partnership employee or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) customer of the voting stockCompany to alter, terminate or refrain from extending or renewing any contractual or other relationship with the Company, or commence a similar or substantially similar relationship with the Executive or any direct competitor of the Company. (b) At its sole option Ceridian mayAs used in this paragraph 10, by written notice to Executive within 30 days after the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term "Company" and "Network" shall include subsidiaries of the non-competition obligationCompany and Network, prior to accepting employment with, or agreeing to provide consulting services to, any firm which offers products or services in the fields of electronics or information processing, Executive term "customer" shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VImean. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waived.

Non-Competition. (a) Unless A. Employee is familiar with the obligation is waived or limited by Ceridian business of Company, the commercial and competitive nature of the industry, and with his extraordinary and unique services and abilities which enable him to seek and obtain similar employment in accordance with subsection (b) the broadcast industry. Employee recognizes that the value of this Section 6.02, Executive agrees that for a period of two years following termination of Company's business would be injured if Employee obtained comparable employment for any reason, Executive will not directly or indirectly, alone or as a partner, officer, director, shareholder or employee of any other firm or entity, engage in any commercial activity in competition with any part of CeridianCompany's business as conducted competitors which own broadcast properties within any of the markets in which the Company owns broadcast properties as of the date day on which this Agreement expires/terminates or as of such termination the day before a Change of employment or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this AgreementControl is consummated, whichever is applicable. For purposes of this subsection (aSection 12A, the day before a Change of Control shall be applicable for determining limitations on broadcast markets if this Agreement terminates as a direct or indirect result of the Change of Control; otherwise, the day before the Agreement expires/terminates shall be the applicable date for these purposes. Employee further recognizes that such injury could not be reasonably or adequately compensated by monetary compensation. For these reasons, upon the expiration/termination of this Agreement under either Section 8 or 9, Employee will not, for a period equal to the number of months for which severance benefits are payable to Employee under either Section 8B or 9B(3), but not more than one (1) year (the "shareholder" Non-Competition Term"), perform services for any other person or entity in any broadcast market in which Company owns any broadcast properties as of the day on which this Agreement expires/terminates or as of the day before a Change of Control is consummated, whichever is applicable. Nothing in this Section 12 shall prevent Employee from performing services, during the Non-Competition Term, for any person or entity in broadcast markets in which Company owns no broadcast properties as of the day on which this Agreement expires/terminates or as of the day before a Change of Control is consummated, whichever is applicable. Furthermore, this Section 12 shall not include beneficial ownership prevent Employee from performing services during the Non-Competition Term in broadcast markets in which the acquiring company owns broadcast properties on the day before a Change of less than five percent (5%) Control becomes effective. B. During the Non-Competition Term, Employee shall not either directly or indirectly employ, solicit for employment, or advise or recommend to any other person that they employ or solicit for employment, any other employee of Company. C. It is understood and agreed that part of the combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also consideration for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stock. (b) At its sole option Ceridian may, by written notice to Executive within 30 days after the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term of the non-competition obligation, prior to accepting covenant is the employment with, or agreeing to provide consulting services to, any firm which offers products or services of Employee by Company and such employment is being made in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services reliance on this non-competition covenant and the firm protection it affords from the irreparable injury Company would suffer should Employee compete with or serve a competitor of Company in violation of the provisions of this non-competition covenant. Employee hereby acknowledges and agrees that it is impossible to measure in monetary terms the damages which they will be rendered. Ceridianaccrue to Company by reason of Employee's failure to respond or object to such notice shall not in perform any way constitute acquiescence or waiver of Ceridian's rights his obligations under this Article VI. (d) During any period of non-competition pursuant covenant. Accordingly, if Company, or any of its successors or assigns, shall institute an action or proceeding to enforce the provisions of this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There non-competition covenant, Company shall be credited against Ceridian's obligation entitled to make such payments any injunctive or other payments made by Ceridian equitable relief, in addition to Executive pursuant damages in an action at law, to Article IV prevent the failure to perform or other violation of the provisions of this Agreement. In . D. Employee acknowledges that he has carefully read and considered the event that Ceridian elects, pursuant to subsection (b) provisions of this Section 6.0212 and agrees that the restrictions herein contained, including but not limited to waive the time period and geographical areas of restriction, are fair and reasonable, are common in the broadcast industry, and are reasonably required for the protection of Company. Employee acknowledges that he has had the opportunity to consult with his attorney, and/or agent in connection with this Section 12. E. If at any time all or any portion part of the non-competition obligation, no payment any provision of this Section 12 shall be required by Ceridian with respect held to be invalid or unenforceable in any particular jurisdiction or circumstance, such provision shall be enforceable in all other jurisdictions or circumstances and the remaining provisions of this Section 12 and this Agreement shall nevertheless continue to be valid and enforceable to the portion fullest extent permitted by law as though any invalid or unenforceable provision had not been included herein. F. If the scope of any restriction contained in this Section 12 is too broad to permit enforcement of such restriction to its full extent, then such restriction shall be enforced to the non-competition period which has been waivedmaximum extent permitted by law and Employee hereby consents and agrees that such scope may be judicially modified accordingly in any proceeding to enforce such restriction.

Non-Competition. (a) Unless In consideration of the obligation is waived or limited by Ceridian in accordance with subsection (b) benefits of this Section 6.02Agreement to Leucadia and in order to induce Buyer and Buyer Subsidiary to enter into this Agreement, Executive Leucadia hereby covenants and agrees that for a period of two (a) three years following termination the Closing Date neither Leucadia nor any of employment its affiliates under actual control of Leucadia shall commence selling any variable annuity contracts or variable life insurance policies in the United States and (b) ten years following the Closing Date, neither Leucadia nor any of its affiliates under actual control of Leucadia will enter into any form of a marketing and solicitation agreement with S▇▇▇▇▇▇ ▇▇▇▇▇▇ Investments, Inc., S▇▇▇▇▇▇ Fund Distributors, Inc., S▇▇▇▇▇▇ Variable Life Investment Fund, or any successor thereto for the sale of variable annuity products and variable life insurance products. Notwithstanding the foregoing, Leucadia retains the right to acquire insurance companies that are not engaged primarily in the business of offering variable annuity contracts or variable life insurance policies. Leucadia specifically agrees that this covenant is an integral part of the inducement of Buyer to enter into this Agreement and that Buyer (or its successor assigns) shall be entitled to injunctive relief in addition to all other legal and equitable rights and remedies available to it in connection with a breach by Leucadia or any reasonof its affiliates of any provision of this Section 8.1 and that, Executive will not directly notwithstanding the foregoing, no right, power or indirectly, alone remedy conferred upon or as a partner, officer, director, shareholder reserved or employee exercised by Buyer in this Section 8.1 is intended to be exclusive of any other firm right, power or entityremedy, engage each and every one of which (now or hereafter existing at law, in any commercial activity in competition with any part of Ceridian's business as conducted as of the date of such termination of employment or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this Agreement. For purposes of this subsection (a), "shareholder" shall not include beneficial ownership of less than five percent (5%) of the combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stock. (b) At its sole option Ceridian mayequity, by written notice to Executive within 30 days after the effective date of termination of Executive's employment, waive status or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (cotherwise) During the term of the non-competition obligation, prior to accepting employment with, or agreeing to provide consulting services to, any firm which offers products or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV cumulative and concurrent. Each of this Agreement. In Leucadia and Buyer agrees that in the event that Ceridian electseither the length of time or area set forth herein is deemed too restrictive by any governmental entity of competent jurisdiction, pursuant to subsection (b) of the covenants and agreements in this Section 6.02, to waive all or any portion of the non-competition obligation, no payment 8.1 shall be required by Ceridian with respect to enforceable for such time and within such geographical area as such governmental entity may deem reasonable under the portion of the non-competition period which has been waivedcircumstances.

Non-Competition. During the period commencing on the Effective Date and ending twelve (a12) Unless months after the obligation is waived Executive's Date of Termination (the “Non-Compete Period”), the Executive shall not, directly or limited by Ceridian indirectly through an intermediary without the prior written consent of the Board, which consent shall not be unreasonably withheld, directly or indirectly own any interest in, manage, control, participate in, consult with, or render services similar to those that the Executive performed on behalf of the Company or Company Affiliates during the last two (2) years of the Executive’s employment, or otherwise be or be connected in accordance with subsection (b) of this Section 6.02, Executive agrees that for a period of two years following termination of employment for any reason, Executive will not manner directly or indirectly, alone with, (i) any person or entity that is engaged in the same business as the business in which the Company or any Company Affiliate is engaged or (ii) any person or entity that is engaged in a partner, officer, director, shareholder business which otherwise materially competes with any business that the Company or employee any Company Affiliate conducts or has taken substantial measures to conduct within the next six (6) months (as determined at the Date of Termination) in any state in the United States of America and the District of Columbia or any other firm jurisdiction in which such business is conducted or entity, engage in any commercial activity in competition with any part which the Company has taken substantial measures to conduct within the next six (6) months (as applicable) at the Date of Ceridian's business as conducted as of the date of such termination of employment or with any part of Ceridian's contemplated business Termination and with respect to which the Executive provided services or Company Confidential Information; provided, however, that the Executive may own, as a passive investor, securities of any such entity that has Confidential Information outstanding publicly traded securities or is passively owned through an interest in a hedge fund or private equity fund, so long as governed by Article V of this Agreement. For purposes of this subsection (a), "shareholder" his direct holdings in any such entity shall not include beneficial ownership of less in the aggregate constitute more than five percent (5%) of the combined voting power of all issued and outstanding voting securities of such entity and, while employed by the Company does not otherwise violate any Company or Company Affiliate policy applicable to the Executive. 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 publicly held corporation whose stock is traded on a major stock exchange. Also for purposes copy of this subsection (a)Agreement to such entity. The Executive acknowledges that this covenant has a unique, "Ceridian's business" shall include business conducted by Ceridian or its affiliates very substantial and any partnership or joint venture immeasurable value to the Company and Company Affiliates, that the Executive has sufficient assets and skills to provide a livelihood for the Executive while such covenant remains in which Ceridian or its affiliates is a partner or joint venturer; provided force and that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) a result of the voting stock. (b) At its sole option Ceridian mayforegoing, by written notice to Executive within 30 days after the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term of the non-competition obligation, prior to accepting employment with, or agreeing to provide consulting services to, any firm which offers products or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian electsthe Executive breaches such covenant, pursuant to subsection (b) of this Section 6.02, to waive all or any portion monetary damages would be an insufficient remedy for the Company and equitable enforcement of the non-competition obligation, no payment shall covenant would be required by Ceridian with respect to the portion of the non-competition period which has been waivedproper.

Non-Competition. (a) Unless Prior to the obligation is waived third anniversary of the Closing Date, the Parent Entities shall not engage in the business of (i) manufacturing or limited selling overhead systems, headliners, interior instrument panels, interior quarter panel/sidewall trim, interior trim consoles, lift-gate trim panels, painted or unpainted fascia and bumpers, claddings/exterior trim moldings, exterior grilles, structural composite bumpers, or signal, taillight and other lighting or (ii) assembling or selling cockpit systems or front-end modules, in each case as currently manufactured, assembled or sold by Ceridian the Bison Subsidiaries and in accordance with subsection each case for use in automotive passenger cars and light and heavy trucks (b) the "Restricted Field"). For the avoidance of doubt, the continued operation of the existing businesses of Parent and the Non-Bison Subsidiaries and the continued ownership by Parent or one or more of its Affiliates of a direct or indirect equity interest in THI and its Subsidiaries shall not be a violation of this Section 6.025.11(a). Notwithstanding anything to the contrary contained herein, Executive agrees that if C&A Products or any of its Subsidiaries default under any of the Leasing Documents and Parent or any of its Affiliates continue to own any interest in the Equipment (as defined in the Equipment Lease Term Sheet attached hereto as Exhibit 12) subject thereto, then the Parent Entities (and all Affiliates of Parent) shall be permitted to use such Equipment (whether or not in the Restricted Field) and lease, license, sell or otherwise transfer (whether or not for a period of two years following termination of employment for any reason, Executive will not directly use in the Restricted Field) all or indirectly, alone or as a partner, officer, director, shareholder or employee of any other firm or entity, engage in any commercial activity in competition with any part of Ceridian's business as conducted as of the date of their respective right, title and interest in and to such termination of employment or with Equipment to any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this Agreement. For purposes of this subsection (a), "shareholder" shall not include beneficial ownership of less than five percent (5%) of the combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stockthird party. (b) At Notwithstanding the foregoing, the Parent Entities may acquire, directly or indirectly, all or substantially all of the capital stock or assets of any Person (an "After-Acquired Business") which derives 33% or less of its sole gross sales revenues from the Restricted Field, if Parent or such Parent Entity promptly grants to Holdings an option Ceridian may, by written to acquire the portion of the After-Acquired Business which engages in the Restricted Field (the "Restricted Portion") upon the terms and conditions set forth in this Section 5.11(b) and promptly gives notice to Executive within 30 days after Holdings of such option (but in no event later than the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During After-Acquired Business was acquired). The purchase price for the term of the non-competition obligation, prior to accepting employment with, or agreeing to provide consulting services to, any firm which offers products or services in the fields of electronics or information processing, Executive Restricted Portion shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate aggregate purchase price, including any liabilities assumed by a Parent Entity, paid by a Parent Entity for the After-Acquired Business, multiplied by a fraction, the numerator of Executivewhich shall be the net operating profit or other mutually acceptable measure of value of the Restricted Portion during the most recently completed fiscal year prior to the date such Parent Entity acquired the After-Acquired Business and the denominator of which shall be the net operating profit or other mutually acceptable measure of value of the After-Acquired Business during the same period. (i) The purchase of the Restricted Portion by Holdings will be subject to the execution by the Parent Entity and Holdings of a mutually satisfactory definitive agreement for such purchase and the obtaining of all necessary regulatory approvals from any Governmental Authority and material third party Consents (in each case at no out-of-pocket cost or expense to the Parent Entity) and the expiration or termination of any applicable waiting period under the HSR Act and any applicable Foreign Competition Laws. The Parent Entity's Base Salary representations and warranties in effect the definitive purchase agreement for the Restricted Portion shall be limited to reasonable assurances that the applicable Parent Entity had caused the Restricted Portion to be operated in the ordinary course of business during the period of such Parent Entity's ownership, and the Parent Entity shall use all commercially reasonable efforts to cause its rights under the purchase agreement by which it acquired the After-Acquired Business to the extent relating to the Restricted Portion to be assigned or otherwise made available to Holdings. The definitive purchase agreement shall provide that such agreement may be terminated at the time option of termination. There shall be credited against Ceridian's obligation to make either a Parent Entity (or the applicable Non-Bison Subsidiary) or Holdings if such payments any other payments made transaction is not consummated by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion six month anniversary of the nondate the After-competition obligation, no payment shall be required Acquired Business was acquired by Ceridian with respect a Parent Entity. (ii) If Holdings fails to give Parent notice of its intent to exercise this option on or before the portion one month anniversary of the nondate the After-competition period which has been waivedAcquired Business was acquired or the sale of the Restricted Portion to Holdings is not consummated, other than because of a default by a Parent Entity, the Parent Entity may retain ownership of the After-Acquired Business, including the Restricted Portion.

Non-Competition. a. The Executive acknowledges that, during the course of the Executive’s employment or similar engagement with the Company and its controlled affiliates (a) Unless including their respective predecessors in interest), the obligation is waived Executive has or limited by Ceridian in accordance will become familiar with subsection (b) 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 this Section 6.02special, unique and extraordinary value to the Company and its affiliates. As a result, the Executive agrees that for a period of two years following termination of employment for any reasonthat, during the Noncompete Period, the Executive will shall not directly or indirectlyindirectly own any interest in, alone manage, control, participate in, be employed by, consult with, render services for, or as a partner, officer, director, shareholder or employee of in any other firm or entity, manner engage in any commercial activity Competing Business within any geographical area in competition which the Company or any of its 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, 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 international competitor with an unfair competitive advantage, and that, therefore, the restrictions set forth in this section are reasonable and properly required for the adequate protection of the legitimate interests of the Company. Nothing herein shall prohibit the Executive from owning beneficially not more than 2% of any part class of Ceridian's 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 as conducted of such issuer. For purposes hereof, the term “Competing Business” means any business that is engaged in the production or sale of products that compete with the products produced, distributed or sold by the Company or its controlled affiliates (or are in the process of being actively developed by such entities) as of the date Date of such termination of employment or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this AgreementTermination. For purposes of this subsection (a), "shareholder" This restriction shall not include beneficial ownership of less than five percent prevent the Executive from working for a subsidiary, division, venture or other business or functional service unit (5%collectively a “Unit”) of a Competing Business so long as (i) such Unit is not itself a Competing Business, (ii) the combined voting power Executive does not manage or participate in business activities or projects of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates Unit that is a partner or joint venturer; provided thatCompeting Business, "affiliate" as used and (iii) the Executive otherwise strictly complies with the restrictive covenants contained in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stockExhibit. (b) At its sole option Ceridian may, by written notice to Executive within 30 days after the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term of the non-competition obligation, prior to accepting employment with, or agreeing to provide consulting services to, any firm which offers products or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waived.

Non-Competition. Developer acknowledges and agrees that Friendly's has invested a substantial amount of time and money in developing the System and the confidential information associated therewith (athe "Confidential Information") Unless and that Friendly's would be unable to protect its System, the obligation Confidential Information and trade secrets against unauthorized use or disclosure and would be unable to encourage a free exchange of ideas and information among Friendly's and its licensees if prospective licensees or licensees were permitted to hold interests in or perform services for any competing business and that the following restrictions are reasonably required in order to protect Friendly's information, marketing strategies, operating policies and other elements of the System from unauthorized appropriation and to ensure that Developer is waived or limited by Ceridian using its best efforts in accordance with subsection (b) employing its financial and management resources effectively to meet and exceed the minimum and target development schedule set forth in this Agreement. Therefore, Developer agrees that, during the term of this Section 6.02Agreement, Executive neither Developer nor any of its corporate parent, subsidiaries or their affiliates will have any direct or indirect legal or beneficial interest or perform services in any business which owns, operates, licenses, franchises or develops any restaurant concept which both (i) has sit down, table service, and (ii) is a mid-scale priced, family style restaurant, coffee shop or ice cream/frozen yogurt shoppe (as defined by CREST operators list as of June 1, 1997) including but not limited to Denny's Shoney's Big Boy, Country Kitchen, ▇▇▇ ▇▇▇▇▇, Cracker Barrel, IHOP, Village Inn, Waffle House, Dairy Queen, ▇▇▇▇▇▇▇'▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, TCBY or similar. Notwithstanding the above, a restaurant concept which is a mid-scale priced family style restaurant will be deemed competitive if frozen deserts comprise 5% or more of the sales mix as measured on any six (6) month basis. Developer further agrees that for a period of two (2) years following after the termination or expiration of employment for any reasonthis Agreement, Executive Developer and all of such persons will not directly or indirectly, alone or be subject to the same restriction on competing activities (i) within the Territory and (ii) within the trade area (as a partner, officer, director, shareholder or employee reasonably determined by Friendly's) of any other firm Friendly's Restaurant currently operated by Friendly's or entityany licensee, engage but in no event within a radius of three (3) miles from any commercial activity in competition with any part of Ceridian's business as conducted as of the date of such termination of employment or with any part of Ceridian's contemplated business restaurant. Developer further acknowledges that this paragraph confers no exclusivity on Developer with respect to which Executive has Confidential Information as governed by Article V Developer's further operation of any Restaurant within the Territory after the expiration or termination of this Agreement. For purposes The restrictions of this subsection (a), "shareholder" section shall not include beneficial be applicable to the Friendly's Restaurants operated under franchise agreements between Developer and Friendly's, to the ownership of less than shares of a class of securities listed on a stock exchange or traded on the over-the-counter market that represent five percent (5%) or less of the combined voting power numbers of all shares of that class of securities issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stock. (b) At its sole option Ceridian may, by written notice to Executive within 30 days after the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term of the non-competition obligation, prior to accepting employment withoutstanding, or agreeing to provide consulting services to, any firm which offers products or services in restaurants franchised by Wendy's International and operated by the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all corporate parent or any portion affiliate of the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waivedDeveloper.

Non-Competition. The JVC Shareholders undertakes that they will (aand will cause their affiliates to) Unless maintain the obligation is waived confidentiality of the JVC’s trade secrets (including technical know-how, customer information, etc.). The JVC Shareholders undertakes that they or limited by Ceridian in accordance with subsection (b) of this Section 6.02, Executive agrees that for a period of two years following termination of employment for any reason, Executive their affiliates have not and will not in Mainland China, prior to December 31, 2024, (i) engage, directly or indirectly, alone in any business identical or as a partnersimilar to the business to be conducted by the JVC at that time (including but not limited to the rental and trading of battery packs for electrically powered vehicles (e.g., officerelectric motorcycles and/or electric bicycles), directorand the operation, shareholder maintenance and trading of battery swapping stations and the provision of battery swapping services; hereinafter, the “Competing Business”); or employee of (ii) holds, directly or indirectly, any ownership, shareholding, equity interest or competing position in any other firm entity engaging in the same or entity, engage in any commercial activity in competition with any part of Ceridian's similar business as conducted as the Competing Business (provided, however, that this restriction does not apply to such Shareholder or its affiliate holding less than a total of 5% of the securities of a listed company for the purpose of financial investment) (collectively, the “Non-competition Restriction”). Notwithstanding the foregoing, if Party D gives a written notice to the JVC and the Chairman of the Steering Committee, proposing that the JVC conducts business related to the JVC in other areas in Mainland China (the “New Area Business”), the JVC and the Chairman of the Steering Committee shall submit such Party D’s proposal to the Steering Committee for a resolution. The Steering Committee/JVC shall respond to Party D in writing within one hundred and twenty (120) days from the date of such termination receipt of employment the written notice (the “Proposal Consideration Period”) as to whether it agrees to have the JVC launch the New Area Business. If the Steering Committee/JVC rejects the JVC’s launch of the New Area Business or fails to respond during the Proposal Consideration Period, then Party D may, upon receipt of the Steering Committee/JVC’s rejection or expiration of the Proposal Consideration Period, launch the New Area Business on its own and/or with its affiliates or in cooperation with any part third party (not any of Ceridian's contemplated business JVC Shareholders) without any restriction. If the JVC intends to participate in the New Area Business after the New Area Business is actually launched by Party D and/or its affiliate together (and possibly together with respect to which Executive has Confidential Information as governed by Article V of this Agreement. For purposes of this subsection (aother non-JVC Shareholders), "shareholder" shall not include beneficial ownership of less than five percent (5%) of the combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also JVC may separately negotiate with Party D for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stock. (b) At its sole option Ceridian may, by written notice to Executive within 30 days after the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term of the non-competition obligation, prior to accepting employment with, or agreeing to provide consulting services to, any firm which offers products or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal matters relating to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waivedspecific investment.

Non-Competition. (a) Unless In consideration of the obligation is waived or limited 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 Ceridian in accordance with subsection (b) of this Section 6.02Executive, Executive hereby agrees that for a period and covenants that: Until the end of two years following termination of employment for any reasonthe Salary Continuation Period, defined above in Section 1(d)(i) (the “Restricted Period”), Executive will not shall not, anywhere in the Restricted Territory, directly or indirectly, alone engage in, assist or become associated with a Competitive Activity. For purposes of this Section 2(b): (i) the “Restricted Territory” shall mean the United States of America and any other country in the world where the Company or any Affiliate is providing or supplying, or is planning to provide or supply, goods or services and in or concerning which, during the course of Executive’s employment, Executive or any employee under Executive’s direct supervision performed material duties for the Company or Affiliate; (ii) a “Competitive Activity” means, at the time of Executive’s termination, any business or other endeavor in the Restricted Territory of a kind being conducted by the Company or any of its subsidiaries or, if engaged in the provision of any travel related services, any of its affiliates in the Restricted Territory (or demonstrably anticipated by the Company or its subsidiaries or affiliates as of the Effective Date or at any time thereafter; and (iii) Executive shall be considered to have become “associated with a partnerCompetitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, shareholder independent contractor, representative, stockholder, financial backer, agent, partner, advisor, lender, or employee of in any other firm individual or entity, engage in any commercial activity in competition representative capacity with any part of Ceridian's business as conducted as of individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding the date of such termination of employment or with any part of Ceridian's contemplated business with respect to which foregoing, Executive has Confidential Information as governed by Article V of this Agreement. For may make and retain investments during the Restricted Period, for investment purposes of this subsection (a)only, "shareholder" shall not include beneficial ownership of in less than five percent (5%) of the combined voting power outstanding capital stock of all issued and outstanding voting securities any publicly-traded corporation engaged in a Competitive Activity if stock of a publicly held such corporation whose stock is traded either listed on a major national stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian exchange or its affiliates and any partnership or joint venture in which Ceridian or its affiliates on the NASDAQ National Market System if Executive is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stockotherwise affiliated with such corporation. (b) At its sole option Ceridian may, by written notice to Executive within 30 days after the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term of the non-competition obligation, prior to accepting employment with, or agreeing to provide consulting services to, any firm which offers products or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waived.

Non-Competition. (a) Unless During the obligation is waived or limited by Ceridian in accordance with subsection (b) of this Section 6.02, Executive agrees that for a period of two years following termination Executive’s employment hereunder and during the period, if any, during which payments are required to be made to the Executive by the Company pursuant to Sections 4(b) or 4(c), the Executive shall not, within any state or foreign jurisdiction in which the Company or any subsidiary of employment for the Company is then providing services or products or marketing its services or products (or engaged in active discussions to provide such services), or within a fifty (50) mile radius of any reasonsuch state, Executive will not directly or indirectlyindirectly own any interest in, alone manage, control, participate in, consult with, render services for, or as a partner, officer, director, shareholder or employee of in any other firm or entity, manner engage in any commercial business engaged in by the Company (unless the Board of Directors shall have authorized such activity and the Company shall have consented thereto in competition with any part of Ceridian's business as conducted as of the date of such termination of employment or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this Agreementwriting). For purposes of this subsection (a), "shareholder" The foregoing sentence shall not include beneficial ownership prevent Executive from practicing in a law firm which represents a client which performs business engaged in by the Company as long as Executive herself provides no legal services, directly or indirectly to the client which performs business engaged in by the Company. The term “business engaged in by the Company” shall mean the development and commercialization of autologous fibroblast system technology for application in, among other therapies, dermatology, surgical and post-traumatic scarring, skin ulcers, cosmetic surgery, periodontal disease, reconstructive dentistry, vocal chord injuries, urinary incontinence, and digestive and gastroenterological disorders and other applications relating to the market for autologous fibroblast or UMC cells and the five derivative cell lines: osteoblast, chondroblast, fibroblast, adipocyte, and neuroectoderm. Investments in less than five percent (5%of the outstanding securities of any class of a corporation subject to the reporting requirements of Section 13 or Section 15(d) of the combined voting power Securities Exchange Act of all issued and outstanding voting securities 1934, as amended, shall not be prohibited by this Section 5. At the option of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes Executive, Executive’s obligations under this Section 5 arising after the termination of this subsection (a), "Ceridian's business" Executive shall include business conducted by Ceridian or its affiliates and be suspended during any partnership or joint venture period in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stock. (b) At its sole option Ceridian may, by written notice Company fails to Executive within 30 days after the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term of the non-competition obligation, prior pay to accepting employment with, or agreeing her Termination Payments required to provide consulting services to, any firm which offers products or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice be paid to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition her pursuant to this Article VI Ceridian shall pay Executive an amount equal Agreement. The provisions of this Section 5 are subject to the usual rate provisions of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV Section 14 of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waived.

Non-Competition. (a) Unless From and after the obligation is waived or limited by Ceridian in accordance with subsection (b) Closing, until the fifteenth anniversary of this Section 6.02the Closing Date, Executive agrees that for a period of two years following termination of employment for any reasonSeller Parent will not, Executive and Seller Parent will cause its affiliates not to, directly or indirectly, alone anywhere in the United States (i) engage in, own any interest in, invest in, lend funds to, or provide any management, consulting, financial, administrative or other services to any Competitive Business (as defined below), (ii) solicit, sell or attempt to sell goods and services offered by the Business to any facility which is a partner, officer, director, shareholder or employee of any other firm or entity, engage in any commercial activity in competition with any part of Ceridian's business as conducted as customer of the date of such termination of employment Business (or with any part of Ceridian's contemplated business with respect successor), or (iii) disclose any confidential or non-public information regarding the Business to which Executive has Confidential Information any third party, except as governed may be required by Article V of this Agreementlaw. For purposes of this subsection hereof, a "Competitive Business" means any business that provides the following goods or services to nursing homes, assisted living facilities and other long-term care constituencies: (a)) pharmaceutical products, "shareholder" (b) pharmacy-related services of a nature currently provided (or being developed with the intention of providing) by Parent, its affiliates or the Business, (c) infusion therapy products and services, (d) respiratory equipment and supplies, and (e) parenteral and enteral nutrition products, wound care products, ostomy and urological supplies, together with all home health care services provided by UPC at its Springfield, Ohio location whether to LTC Customers or others. For a period of one year following the Closing Date, Seller Parent will not, and will cause its affiliates to not solicit, employ or contract with any person who is an employee of the Business (or any successor) and who is hired by Parent or the Purchaser in connection with the transactions contemplated thereby. This covenant not to hire shall not include beneficial ownership preclude Seller Parent or any of its affiliates from employing any person responding to a general solicitation for employment, provided neither Seller Parent nor any of its affiliates specifically directed the solicitation to such person. Moreover, the noncompetition covenant contained in this Section 4.13(a) shall not be interpreted to prohibit Seller Parent or any affiliate from owning or acquiring securities of any corporation or other business enterprise that may be engaged in activities described in said noncompetition covenants, provided that: (i) no affiliate of Seller Parent is an officer, director or employee of, or consultant to, such corporation or business enterprise, (ii) such securities are held by Seller Parent or any affiliate for investment purposes only and represent in the aggregate less than five percent (5%) of the combined voting power total equity interests of all issued such corporation or business enterprise and outstanding voting (iii) such securities of a publicly held corporation whose stock is traded are listed on a major stock exchange. Also for purposes national securities exchange or are regularly quoted in the over the counter market by one or more members of the National Association of Securities Dealers, Inc. Additionally, this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence covenant shall not include any corporation preclude Sellers from continuing to operate the businesses identified in which Ceridian has ownership of less than fifteen percent (15%) Section 4.13 of the voting stockDisclosure Schedule. The Sellers shall use all reasonable efforts to cause such employees as Parent may designate to sign employment and non-competition agreements on such terms as Parent may reasonably designate. (b) At Notwithstanding the foregoing, Seller Parent may acquire a healthcare business which includes business operations in which Seller Parent could not engage consistent with its sole option Ceridian maycovenant under Section 4.13(a) above (a "Competitive Operation") or an investment therein, provided that Parent shall have the right to acquire the Competitive Operation portion of such business at its fair market value. Seller Parent shall give Parent notice of such acquisition as promptly as practicable, but in no event later than the execution of a definitive purchase agreement relating thereto. As promptly as practicable Seller Parent and Parent shall attempt to agree on the fair market value of such Competitive Operation and the terms of the acquisition thereof, which shall be reasonable and customary under the circumstances. If they are not able to agree promptly, they shall engage a recognized, national investment banking firm (the "Investment Bank") to resolve such dispute. Parent and Seller Parent will each pay one-half of the fees and expenses of the Investment Bank and shall cooperate with each other and such firm in connection with the matters contemplated by written notice this Section 4.13, including by furnishing such information and access to Executive books, records, personnel and properties as may be reasonably requested. Parent shall have the right, within 30 days after the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term of the nonfinal determination of such price and terms, to execute a definitive agreement with Seller Parent to implement such acquisition. If Parent does not exercise such right, Seller Parent may continue to operate such Competitive Operation for eighteen months, during which time it shall use its reasonable best efforts to divest itself of such Competitive Operation. If, upon the expiration of such 18-competition obligationmonth period, prior to accepting employment with, or agreeing to provide consulting services to, any firm which offers products or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to Seller Parent has not sold such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian electsCompetitive Operation, pursuant to subsection (b) the noncompetition covenants contained herein, Seller Parent shall cease its operation of this Section 6.02, to waive all or any portion of the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waivedsaid Competitive Operation.

Non-Competition. (a) Unless Seller agrees that, as part of the obligation is waived or limited by Ceridian in accordance with subsection (b) consideration for the payment of this Section 6.02the Purchase Price, Executive agrees that for a period of two (2) years immediately following termination the Closing Date, neither Seller nor any of employment for any reasonits Affiliates will, Executive will not directly or indirectly, alone or as a partnerprincipal, officerstockholder or otherwise, directoroperate, shareholder perform or employee have any ownership interest in any business that develops, manufactures, sells, installs or distributes products in competition with the CATV Business, except that Seller may (i) purchase or otherwise acquire by merger, purchase of assets, stock, controlling interest or otherwise any other firm Person or entity, business or engage in any commercial similar merger and acquisition activity with any Person the primary business of which is not in competition with the CATV Business, or (ii) invest as a minority shareholder in any part of Ceridian's business as conducted as of the date of such termination of employment or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this AgreementPerson. For the purposes of this subsection (aSection 5.11(a), "shareholder" shall not include beneficial ownership of less than five percent (5%) of the combined voting power of all issued and outstanding voting securities of a company whose securities are publicly held corporation whose stock is traded on under a major stock exchange. Also for purposes recognized securities exchange not in excess of this subsection (a)10% of any class of such securities shall not be considered to be competition with the CATV Business, and a Person shall not be considered to be in the "Ceridian's primary business" shall include business conducted by Ceridian or of competing with the CATV Business if such Person derives less than 15% of its affiliates revenues from products that compete with the CATV Business. For the avoidance of doubt, the parties agree that the agreements and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used limitations set forth in this sentence Section 5.11 shall not include apply to any corporation entity that acquires all or part of Seller in which Ceridian has ownership of less than fifteen percent any transaction, but shall continue to apply to Seller and its Affiliates (15%) of the voting stockas constituted immediately prior to any such transaction). (b) At its sole option Ceridian maySeller acknowledges that the restrictions set forth in Section 5.11(a) constitute a material inducement to Buyer's entering into and performing this Agreement. Seller further acknowledges, by written notice stipulates and agrees that a breach of such obligation could result in irreparable harm and continuing damage to Executive within 30 days after Buyer for which there may be no adequate remedy at law and further agrees that in the effective date event of termination any breach of Executive's employmentsaid obligation, waive or limit Buyer may be entitled to injunctive relief and to such other relief as is proper under the time and/or geographic area in which Executive cannot engage in competitive activitycircumstances. (c) During If any provision contained in this Section shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 5.11, but this Section 5.11 shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the term intention of the non-competition obligation, prior parties that if any of the restrictions or covenants contained herein is held to accepting employment withcover a geographic area or to be for a length of time which is not permitted by applicable Law, or agreeing to provide consulting services to, any firm which offers products or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence construed to be too broad or waiver to any extent invalid, such provision shall not be construed to be null, void and of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal no effect, but to the usual rate extent such provision would be valid or enforceable under applicable Law, a court of Executive's Base Salary in effect at competent jurisdiction shall construe and interpret or reform this Section 5.11 to provide for a covenant having the maximum enforceable geographic area, time of termination. There period and other provisions (not greater than those contained herein) as shall be credited against Ceridian's obligation to make valid and enforceable under such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waivedapplicable Law.

Non-Competition. (a) Unless the obligation is waived or limited by Ceridian in accordance with subsection (b) of this Section 6.02, Executive agrees that for For a period of two five (5) years following termination of employment for any reasonfrom the Closing Date, Executive each Seller agrees that it will not, and each will cause its controlled Affiliates not to, directly or indirectly, alone engage in the distribution, marketing or as selling of Products or providing related inventory management and warehousing services with respect to the Products, in each case to third party customers in the aerospace industry (a partner“Competing Business”); provided, officerhowever, directorthat nothing in this Section 5.11 shall be deemed to limit in any way the conduct of the Excluded Business or the provision of inventory management or warehousing services to third party customers that include Products in addition to other products or services (provided that the Products are provided to such third party customer pursuant to the Supply Agreement) and such activities and businesses shall be excluded from the definition of Competing Business for all purposes related to this Agreement. The restrictions set forth in this Section 5.11(a) shall not be construed to prohibit or restrict any Seller or any of its controlled Affiliates from acquiring any Person or business that engages in any Competing Business provided that (i) the engagement in such Competing Business does not constitute the principal part of the activities of the Person or business to be acquired (based on total revenues expressed in US dollars or calculated in US dollars utilizing the relevant and then applicable current foreign currency exchange rate, shareholder of all sales of such Person or employee business during the consecutive four (4) full calendar quarters immediately preceding the effective date of acquisition of such Person or business), or (ii) if the Competing Business constitutes in excess of 20% of the revenues of the Person or business acquired, or the revenues of such Competing Business are in excess of $50,000,000 per year, Sellers (A) promptly provide written notice to Purchaser after its acquisition of the Competing Business (the “Acquisition Notice”) and (B) subject to Section 5.11(b), use their commercially reasonable best efforts to divest that portion of such Person or business that engages in the Competing Business within 12 months after the later of its acquisition of the Competing Business or the expiration of any other firm effort to sell the Competing Business to the Purchaser under Section 5.11(b). Notwithstanding this Section 5.11(a), if the exclusivity provisions of the Supply Agreement or entitythe Intellectual Property License Agreement are suspended or terminated before the fifth anniversary of the Closing Date, Honeywell or any Seller may engage in any commercial activity in competition with necessary to replace the services performed by Purchaser under the Supply Agreement or Intellectual Property License Agreement during such suspension or after such termination. (b) In the event that Sellers are required to divest any part Competing Business pursuant to Section 5.11(a), the Acquisition Notice shall constitute an exclusive offer by Sellers to sell such Competing Business to Purchaser at Fair Market Value. Such offer shall remain open and irrevocable until the expiration of Ceridian's business as conducted as 20 Business Days after receipt of such Acquisition Notice (the “Offer Period”). At any time prior to expiration of the date Offer Period, Purchaser shall have the right to accept Sellers’ offer by delivering a written notice to Sellers (the “Acceptance Notice”). If Purchaser delivers the Acceptance Notice during the Offer Period, Sellers shall sell the Competing Business to Purchaser at the Fair Market Value on mutually acceptable terms, which terms shall be negotiated in good faith. In the event that (i) Purchaser shall have received an Acquisition Notice from Sellers but Sellers shall not have received an Acceptance Notice prior to expiration of such termination the Offer Period or (ii) Purchaser shall have given an Acceptance Notice to Sellers but shall have failed to purchase the Competing Business within the time frame specified in Section 5.11(a), then nothing in this Section 5.11(b) shall limit the right of employment or with any part of Ceridian's contemplated business with respect Sellers thereafter to which Executive has Confidential Information as governed by Article V of this Agreementsell the Competing Business to a third party. For purposes of this subsection (a)Section 5.11, "shareholder" shall not include beneficial ownership of less than five percent (5%) “Fair Market Value” of the combined voting power Competing Business shall mean the cash price that an unaffiliated third party would pay to acquire such Competing Business in an arm’s-length transaction, assuming the Sellers are not compelled to divest the Competing Business. To determine the Fair Market Value of all issued such Competing Business, Honeywell and outstanding voting securities Purchaser shall agree on and designate an investment banking firm of a publicly held corporation whose stock is traded on a major stock exchangerecognized international standing (the “Investment Banking Firm”). Also for purposes of this subsection (a)The Investment Banking Firm, "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stock. (b) At its sole option Ceridian may, by written notice to Executive within 30 days after appointment, shall deliver its final view as to the effective date Fair Market Value of termination of Executive's employment, waive or limit the time and/or geographic area Competing Business to Honeywell and Purchaser and such final view shall be the price to be paid by the Purchaser for such Competing Business if Purchaser elects to purchase such Competing Business pursuant to Section 5.11(b). Each party shall have the opportunity to share any materials with the Investment Banking Firm containing information regarding the potential Fair Market Value within 21 days after appointment. The Investment Banking Firm shall employ generally accepted valuation methodologies including reviewing precedent transactions in which Executive cansellers were not engage in competitive activitycompelled to sell. The Investment Banking Firm shall, among other things, also take into account the value of any applicable tax benefit accruing to the Buyer (if any) as a result of the Transaction as determined by the Investment Banking Firm. The costs and expenses of the Investment Banking Firm shall be shared equally by Honeywell and the Purchaser. (c) During Notwithstanding anything to the term of contrary in this Agreement, the non-competition obligation, prior to accepting employment with, or agreeing to provide consulting services to, any firm which offers products or services prohibitions in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice Section 5.11(a) shall not in apply to (i) any way constitute acquiescence businesses or waiver operations of Ceridian's rights under this Article VISellers or any of their Subsidiaries which are transferred to any third party after the date hereof, (ii) any Subsidiaries of any Seller the stock of which is transferred to any third party after the date hereof, (iii) any Affiliate of Sellers who becomes an Affiliate as a result of a change of control of Honeywell or (iv) any acquisition of securities by any Seller’s pension trust or similar employee benefit plan investment vehicle, provided that any securities acquired shall be held for investment purposes only and such benefit plans comply with the ERISA requirements as to the independence of investment decisions. (d) During Each Seller acknowledges and agrees that the remedy at law for any period breach, or threatened breach, of non-competition pursuant any of the provisions of this Section 5.11 may be inadequate and, accordingly, each Seller covenants and agrees that Purchaser shall, in addition to this Article VI Ceridian shall pay Executive an amount equal any other rights and remedies which Purchaser may have at Law, be entitled to seek equitable relief, including injunctive relief, and to the usual rate remedy of Executive's Base Salary in effect at specific performance with respect to any breach or threatened breach of the time provisions of termination. There shall this Section 5.11, as may be credited against Ceridian's obligation available from any court of competent jurisdiction without the need to make such payments post bond or any other payments made by Ceridian to Executive pursuant to Article IV security. In addition, Sellers and Purchaser agree that the provisions of this AgreementSection 5.11 are fair and reasonable in light of Purchaser’s plans for the Business and are necessary to accomplish the full transfer of the goodwill and other intangible assets contemplated hereby. In the event that Ceridian elects, pursuant to subsection (b) any of the provisions of this Section 6.02, to waive all or any portion of the non-competition obligation, no payment 5.11 shall be required determined by Ceridian any court of competent jurisdiction to be unenforceable for any reason whatsoever, then all other provisions of this Section 5.11 shall remain in full force and effect, and the parties hereto agree that such unenforceable provision may be modified by the court so as to comply with respect to applicable Law and that the portion provisions of the non-competition period which has been waivedthis Section 5.11 shall be amended in accordance with said modification.

Non-Competition. Because of the legitimate business interest of the Company and its’ affiliates as described herein and the good and valuable consideration offered to the Executive, during the Employment Term and for the term of one (a1) Unless year thereafter, to run consecutively, beginning on the obligation last day of the Executive's employment with the Company, regardless of the reason for the termination and whether employment is waived terminated at the option of the Executive or limited by Ceridian in accordance with subsection (b) of this Section 6.02, the Company and its affiliates the Executive agrees that for a period of two years following termination of employment for any reason, Executive will and covenants not directly or indirectly, alone or as a partner, officer, director, shareholder or employee of any other firm or entity, to engage in any commercial activity in competition with any part of Ceridian's business as conducted as of the date of such termination of employment or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this AgreementProhibited Activity. For purposes of this subsection (a)Section 8, "shareholderProhibited Activity" is activity in which the Executive contributes the Executive's knowledge, directly or indirectly, in whole or in part, as an employee, employer, owner, operator, manager, advisor, consultant, agent, employee, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity to an entity engaged in the same or similar business as the Company and its’ affiliates, including those engaged in the business of Population Health Management. Prohibited Activity also includes activity that may require or inevitably requires disclosure of trade secrets, proprietary information, or Confidential Information. For purposes of clarification, Executive’s existing ownership interests and involvement in the entities which own the real estate and improvements associated with the hospitals to be operated by the Company and its affiliates on the date hereof will not be considered “Prohibited Activity” under this Agreement. Nothing herein shall not include beneficial ownership of prohibit the Executive from purchasing or owning less than five percent (5%) of the combined voting power of all issued and outstanding voting publicly traded securities of any corporation, provided that such ownership represents a publicly held corporation whose stock passive investment and that the Executive is traded on not a major stock exchange. Also for purposes controlling person of, or a member of this subsection (a)a group that controls, "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stocksuch corporation. (ba) At its sole option Ceridian mayThis Section 8 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Executive shall promptly provide written notice to Executive within 30 days after the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term of the non-competition obligation, prior to accepting employment with, or agreeing to provide consulting services to, any firm which offers products or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal order to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all Board or any portion of the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waivedGeneral Counsel.

Non-Competition. (a) Unless During the obligation is waived or limited by Ceridian time in accordance with subsection (b) of this Section 6.02, Executive agrees that which Employee performs services for the Company and for a period of two years following twelve (12) months after the termination of Employee’s employment for any with the Company, regardless of the reason, Executive will not Employee shall not, directly or indirectly, either alone or as a partnerin conjunction with any person, officerfirm, directorassociation, shareholder company or employee of corporation, within the Restricted Area: (i) own, manage, operate, or participate in the ownership, management, operation, or control of, or be employed by, any other firm or entity, engage in any commercial activity entity which is in competition with the Company’s Business in which the Employee would hold a position with responsibilities that are entirely or substantially similar to any part of Ceridian's business as conducted as position the Employee held during the last twelve (12) months of the date of such termination of Employee’s employment with the Company or with any part of Ceridian's contemplated business with respect in which the Employee would have responsibility for or access to which Executive has confidential information that is similar to or relevant to that Confidential Information as governed by Article V of this Agreement. For purposes of this subsection which the Employee had access to during the last twelve (a), "shareholder" shall not include beneficial ownership of less than five percent (5%12) months of the combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock Employee’s employment with the Company; or (ii) provide services to any person or entity that engages in any business that is traded on a major stock exchange. Also for purposes of this subsection (a)similar to, "Ceridian's business" shall include or competitive with the Company’s business conducted by Ceridian if doing so would require Employee to use or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of disclose the voting stockCompany’s Confidential Information. (b) At its sole option Ceridian mayNotwithstanding anything to the contrary, by written notice to Executive within 30 days after the effective date nothing in this Section 6 prohibits Employee from being a passive owner of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. more than one percent (c1%) During the term of the non-competition obligationoutstanding stock of any class of a corporation which is publicly traded, prior to accepting employment with, or agreeing to provide consulting services to, any firm which offers products or services so long as Employee has no active participation in the fields business of electronics or information processingsuch corporation. Employee acknowledges and agrees that the restrictions contained in this Agreement with respect to time, Executive shall give 30 days prior written notice geographical area and scope of activity are reasonable and do not impose a greater restraint than is necessary to Ceridianprotect the goodwill and other legitimate business interests of the Company and that the Employee has had the opportunity to review the provisions of this Agreement with his legal counsel. Such written notice shall describe In particular, the proposed employment or consulting Employee agrees and acknowledges that the Company is currently engaging in business and actively marketing its services and products throughout the firm to which they United States, that Employee’s duties and responsibilities for the Company are co-extensive with the entire scope of the Company’s business, that the Company has spent significant time and effort developing and protecting the confidentiality of their methods of doing business, technology, customer lists, long term customer relationships and trade secrets and that such methods, technology, customer lists, customer relationships and trade secrets have significant value. By continuing employment with the Company, Employee understands and agrees that: (a) Employee will be rendered. Ceridian's failure to respond or object to such notice shall not in bring any way constitute acquiescence or waiver confidential information of Ceridian's rights under this Article VI. (d) During any period former employer, nor any proprietary work product created as part of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection Employee’s duties with Employee’s former employer; and (b) Employee will not use or disclose any former employer’s confidential information or proprietary work product in the performance of this Section 6.02Employee’s duties with the Company. Further, Employee represents that Employee is not subject to waive all or any portion of contract that would prohibit Employee from performing Employee’s duties for the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waivedCompany.

Non-Competition. (a) Unless the obligation is waived or limited by Ceridian in accordance with subsection (b) of this Section 6.02, Executive agrees that that, during the Employment Period and for a period of two years following termination of employment for any reasontwelve (12) months after the Employment Period ends, whether voluntarily or involuntarily, Executive will not directly or indirectly: (1) induce or attempt to induce any person who is employed by or otherwise engaged to perform services for the Corporation to cease working for the Corporation; (2) induce or attempt to induce any customer, alone client, vendor, or supplier of the Corporation to cease doing business with the Corporation; or (3) engage or participate, either individually or as a an employee, contractor, consultant, principal, owner, partner, agent, trustee, officer, directordirector or shareholder of a corporation, shareholder partnership or employee other business entity, in any business which competes with the Corporation or engages in any line of business which the Corporation has entered or internally announced an intention to enter prior to the end of the Employment Period, including, without limitation, the provision of radiology services through the Internet to Providers. Notwithstanding the foregoing, nothing in this Article shall be deemed to preclude Executive from holding less than 1% of the outstanding capital stock of any other firm corporation required to file periodic reports with the Securities and Exchange Commission under Section 13 or entity, engage in any commercial activity in competition with any part of Ceridian's business as conducted as of the date of such termination of employment or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this Agreement. For purposes of this subsection (a), "shareholder" shall not include beneficial ownership of less than five percent (5%15(d) of the combined voting power Securities Exchange Act of all issued 1934, as amended, and outstanding voting the securities of a publicly held corporation whose stock is which are listed on any national securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System or traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stockover-the-counter market. (b) At its sole option Ceridian mayExecutive acknowledges that the Corporation has expended substantial time and expense in the acquisition, research and development of processes, technology, techniques and products which are unique to the Corporation or not generally known to others and which could be unfairly taken or used by written notice to others in competition with the Corporation, and further acknowledges that competition with the Corporation is not based strictly on geographical location. Accordingly, Executive within 30 days after agrees that the effective date of termination of Executive's employment, waive or limit restrictions contained in this Agreement are reasonable. If the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term scope of the nonrestrictions contained herein is too broad to permit enforcement of such restrictions to their full extent, then such restrictions shall be construed or re-competition obligationwritten (“blue-lined”) so as to be enforceable to the maximum extent permitted by law, prior and Executive hereby consents, to accepting employment withthe extent Executive may lawfully do so, or agreeing to provide consulting services to, any firm which offers products or services in the fields judicial modification of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to scope of such notice shall not restrictions in any way constitute acquiescence or waiver of Ceridian's rights under this Article VIproceeding brought to enforce such restrictions. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waived.

Non-Competition. As a condition to, and in consideration of, the Company’s entering into this Agreement, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows: (a) Unless That Executive is and will be engaged in the obligation is waived or limited by Ceridian in accordance with subsection business of the Company; (b) That Executive has occupied a position of trust and confidence with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company; (c) That the obligation of this Section 6.02Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive agrees could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and if and only if, Company has paid in immediately available funds to Executive within two (2) business days of two years following termination of employment for such Termination all earned base compensation, signing bonus, incentive compensation, and severance payments owed to executive under this agreement and made all business expense reimbursement to Executive. In no event, does Executive in any reasonwaive his right to all earned based compensation, incentive compensation, signing bonus, severance payments and business expenses reimbursement. Executive will not not, directly or indirectly, alone or serve as a partneremployee, officeragent, consultant, stockholder, director, shareholder co-partner, or employee of in any other firm individual or representative capacity, own operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that directly or indirectly engages or proposes to engage in any commercial activity in competition with any part (i) the same, or a substantially similar, type of Ceridian's business as conducted as of the date of such termination of employment or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this Agreement. For purposes of this subsection (a), "shareholder" shall not include beneficial ownership of less than five percent (5%) of the combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture that in which Ceridian the Company engages; or its affiliates is a partner (ii) the business of distribution or joint venturer; provided thatsale of (A) products and services distributed, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of sold or license by the voting stock. (b) At its sole option Ceridian may, by written notice to Executive within 30 days after the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term of the non-competition obligation, prior to accepting employment with, or agreeing to provide consulting services to, any firm which offers products or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect Company at the time of termination. There ; or (B) products and services proposed at the time of Termination to be distributed, sold or licensed by the Company, anywhere in North America (the “Territory”); The Company acknowledges and agrees that the Executive shall be credited against Ceridian's have no obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of the Company under this Agreement. In Section 6 in the event that Ceridian elects, the Executive’s employment is terminated pursuant to subsection section 11 (bd) or 11 (e); provided however; (e) That nothing contained herein shall be construed to prevent Executive from investing in the stock or securities of any competing corporation listed on any recognized national securities exchange or traded in the over the counter market in the United States, but only if (i) such investment is of a totally passive nature and does not involve Executive devoting time to the management or operations of such corporation and Executive is not other wise involved in the business of such corporation; and if (ii) Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date), collectively, do not own, directly or indirectly, more than an aggregate of ten percent (10%) of this Section 6.02, to waive all the outstanding stock or any portion securities of the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waivedsuch corporation.

Non-Competition. (a) Unless The Employee acknowledges that employment by the obligation Corporation will give the Employee access to the Confidential Information, and that the Employee's knowledge of the Confidential Information will enable the Employee to put the Corporation at a significant competitive disadvantage if the Employee is waived employed or limited engaged by Ceridian or becomes involved in accordance with subsection (b) of this Section 6.02a Competitive Business. Accordingly, Executive agrees that during the Employment Period and for a period of two years following termination of employment for any reasonone year after the Termination Date, Executive the Employee will not not, directly or indirectly, alone individually or in partnership or in conjunction with any other Person: (i) be engaged, directly or indirectly, in any manner whatsoever, including, without limitation, either individually or in partnership, jointly or in conjunction with any other person, or as an employee, consultant, adviser, principal, agent, member or proprietor in any Competitive Business; (ii) be engaged, directly or indirectly, in any manner whatsoever, including, without limitation, either individually or in partnership, jointly or in conjunction with any other person, or as an employee, consultant, adviser, principal, agent, member or proprietor in any Competitive Business in a partnercapacity in which the loyal and complete fulfilment of the Employee's duties to that Competitive Business would (i) inherently require that the Employee use, officercopy or transfer Confidential Information, directoror (ii) make beneficial any use, shareholder copy or employee transfer of Confidential Information; or (iii) advise, invest in, lend money to, guarantee the debts or obligations of, or otherwise have any other financial or other interest (including an interest by way of royalty or other compensation arrangements) in or in respect of any other firm or entity, engage Person which carries on a Competitive Business. The restriction in any commercial activity in competition with any part of Ceridian's business as conducted as Subsection 7.2 (iii) will not prohibit the Employee from holding not more than 5% of the date issued shares of such termination a public company listed on any recognized stock exchange or traded on any bona fide "over the counter" market anywhere in the world. For greater certainty, the Employee's obligations under this Section are in addition to the obligations respecting disclosure and use of employment or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this Agreement. For purposes of this subsection (a), "shareholder" shall not include beneficial ownership of less than five percent (5%) of the combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stockPart 8. (b) At its sole option Ceridian may, by written notice to Executive within 30 days after the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term of the non-competition obligation, prior to accepting employment with, or agreeing to provide consulting services to, any firm which offers products or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waived.

Non-Competition. (a) Unless Executive hereby acknowledges and agrees that, during the obligation is waived or limited by Ceridian course of employment, in accordance with subsection (b) of this Section 6.02addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that for a period of two years following termination of employment for any reasonduring the Term until one (1) year after the Termination Date (the “Restricted Period”), Executive will not at any time (except for the Bank Entities), directly or indirectly, alone or in any capacity (whether as a partnerproprietor, owner, agent, officer, director, shareholder shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or employee otherwise): (a) provide any advice, assistance or services of the kind or nature which he or she provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products or Services to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.4 does not restrict Executive’s right to (i) own securities of any other firm Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or entity, engage in any commercial activity in competition with any part of Ceridian's business as conducted as 15(d) of the date Securities Exchange Act of such termination of employment or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information 1934, as governed by Article V of this Agreement. For purposes of this subsection (a), "shareholder" shall not include beneficial amended; provided that Executive’s total ownership of constitutes less than five two percent (52%) of the combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes such company and that such ownership does not does not violate: (A) the Code of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian Conduct or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) other policy of the voting stock. Bank, including any policy related to inside information; (bB) At its sole option Ceridian may, by written notice to Executive within 30 days after the effective date of termination of Executive's employment, waive any applicable securities law; or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (cC) During the term any applicable standstill or other similar contractual obligation of the nonBank. The parties acknowledge that they have also entered into that certain Non-competition obligationCompete Agreement as of August 1, prior 2014, as may be amended from time to accepting employment withtime, or agreeing which is in addition to provide consulting services to, any firm which offers products or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in lieu of any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the nonrestrictions hereunder (the “Non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waivedCompete Agreement”).

Non-Competition. (a) Unless During the obligation is waived period commencing on the Effective Date and continuing until the earlier of (A) March 16, 2018 and (B) the date that Trican Parent ceases to directly or limited by Ceridian in accordance with subsection (b) indirectly own at least 5% of this Section 6.02the issued and outstanding Class A Units and 100% of the issued and outstanding Class C Units, Executive agrees that for a period of two years following termination of employment for any reason, Executive will Trican and its Affiliates shall not directly or indirectly: (i) compete with the Company or its Subsidiaries in the Territory in the oil field services business; (ii) have an interest in any Person that competes in the Territory directly or indirectly with the Company or its Subsidiaries in any capacity (a “Competitive Business”), alone or including as a partner, officershareholder, directormember, shareholder employee, principal, agent, trustee or employee of any other firm consultant; or entity, engage (iii) knowingly interfere in any commercial activity in competition respect with any part of Ceridian's the business as conducted as of relationships (whether formed prior to or after the date of this Agreement) between the Company and its Subsidiaries, on the one hand, and any of their respective customers, suppliers or partners, on the other hand; provided, however, that the foregoing shall not prohibit, or be interpreted as prohibiting, Trican Parent and its Affiliates from (1) conducting activities constituting or relating to the Excluded Businesses, the Excluded Assets and the Excluded Liabilities (as such termination terms are defined in the Trican Purchase Agreement); (2) making equity investments in publicly owned companies which constitute a Competitive Business, provided such investments do not exceed 10% of employment the outstanding common equity of such publicly owned companies or with (3) entering into any part licensing or other agreements relating to the intellectual property of Ceridian's contemplated Trican Parent and its Affiliates; provided, that such licensing or other agreements are in compliance with, and do not breach or violate, the Intellectual Property License Agreement (as defined in the Trican Purchase Agreement). Notwithstanding the foregoing, nothing contained in this Section 4.5(a) or elsewhere in this Agreement shall prevent a Person that acquires all of the equity interests of Trican Parent (whether by acquisition of equity interests, merger or otherwise) from continuing to conduct its and its Affiliates business with respect and operations in and outside of the Territory; provided, that in the event a Person consummates an acquisition, directly or indirectly, of all or substantially all of the assets of Trican or a majority of the common equity interests of Trican (whether by acquisition of equity interests, merger or otherwise), Trican shall provide notice of such sale transaction (the “Transaction Notice”) no later than three days after the consummation of such acquisition transaction and the Company shall have the option, but not the obligation, upon notice to which Executive has Confidential Information Trican delivered no later than 60 days after receipt of the Transaction Notice, to purchase the Units formerly Held by Trican prior to such sale transaction (including the Class C Units) for Fair Market Value (and in the case of Class C Units, such Fair Market value shall be calculated as governed by Article V if such Class C Units were converted to Class A Units on a fully diluted basis based on the Fair Market Value for such Units immediately prior to exercise of this Agreement. For purposes purchase option) (as determined by an independent valuation firm selected by the Management Board (unless a prior valuation has been undertaken in the 30 day period prior to such calculation of this subsection (a)Fair Market Value, "shareholder" shall not include beneficial ownership of less than five percent (5%) of the combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence case Fair Market Value shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stockbe based on such prior valuation)). (b) At During the period commencing on the Effective Date and continuing until March 16, 2018, the Cerberus Funds, the Company and their respective Controlled Affiliates shall not directly or indirectly (A) compete with Trican Parent or its sole option Ceridian mayAffiliates in Canada in the oilfield services business, by written notice (B) have an interest in any Person that competes directly or indirectly in Canada with Trican Parent or its Affiliates, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant (other than (x) with respect to Executive any industrial services or completion tools business and (y) Persons so competing with Trican Parent or its Affiliates with less than 25% of revenue in the prior fiscal year attributable to such Person’s Canadian operations, provided that the Cerberus Funds, the Company or their respective Affiliates (as applicable) substantially divest the Canadian assets or operations of such Person within 30 180 days of acquiring such Person) or (C) knowingly interfere in any respect with the business relationships (whether formed prior to or after the effective date of termination this Agreement) between Trican Parent and its Subsidiaries, on the one hand, and any of Executive's employmenttheir respective customers, waive suppliers or limit partners, on the time and/or geographic area other hand; provided, however, that the foregoing shall not (i) restrict the Cerberus Funds and its Affiliates (other than the Cerberus Managers and those personnel of Cerberus Capital Management, L.P. and Cerberus Operations & Advisory Company LLC that are directly involved in which Executive canmonitoring the investment in the Company) from participating in any distressed debt and lending transactions (including debt to equity conversions) and (ii) prohibit or be interpreted as prohibiting the Cerberus Funds, the Company or any of their respective Controlled Affiliates from making equity investments in any publicly owned company (provided such investment does not engage exceed 10% of the outstanding common equity of such publicly owned company) or, in competitive activitythe case of the Cerberus Funds and its Controlled Affiliates (other than the Company), from receiving any customary “equity kicker” in connection with a debt investment in any Person. Notwithstanding the foregoing, nothing contained in this Section 4.5(b) or elsewhere in this Agreement shall prevent a Person that acquires the equity interests of all of the Company (whether by acquisition of equity interests, merger or otherwise) from continuing to conduct its and its Affiliates business and operations in and outside of the Territory. (c) During Each of Trican, the term Company and the Cerberus Funds acknowledges and agrees that the time, scope, geographic area and other provisions of this Section 4.5 have been specifically negotiated by sophisticated commercial parties and agree that all such provisions are reasonable under the circumstances of the non-competition obligation, prior transactions contemplated hereby. It is the intention of the parties that if any of the provisions contained in this Section 4.5 are held to accepting employment withcover a geographic area or to be for a length of time that is not permitted by applicable Law, or agreeing to provide consulting services to, any firm which offers products or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not is in any way constitute acquiescence construed to be too broad or waiver to any extent invalid, such provisions shall not be construed to be null, void and of Ceridian's rights no effect, but to the extent such provision would then be valid or enforceable under this Article VIapplicable Law, such provisions shall be construed and interpreted or reformed to provide for a restriction or covenant having the maximum enforceable geographic area, time period and other provisions as shall be valid and enforceable under applicable Law. (d) During any period Each of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to Trican, the usual rate of Executive's Base Salary Company and the Cerberus Funds further acknowledges and agrees that, in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of a breach or threatened breach of any of the provisions of this Section 6.024.5, Trican, the Company or the Cerberus Funds (as applicable) shall be entitled to waive all immediate injunctive relief, as any such breach would cause irreparable injury for which such party would have no adequate remedy at law. Nothing contained in this Section 4.5 shall be construed so as to prohibit Trican, the Company or the Cerberus Funds or any portion of the non-competition obligationtheir respective Affiliates from pursuing any other remedies available to them under this Agreement, no payment at law or in equity for any such breach or threatened breach. (e) ▇▇▇▇▇ Group shall be required by Ceridian with respect an express third-party beneficiary under this Section 4.5 and the Members hereby acknowledge and agree that ▇▇▇▇▇ Group shall be entitled to enforce the portion provisions of the non-competition period which has been waivedthis Section 4.5.

Non-Competition. (a) Unless the obligation is waived or limited by Ceridian in accordance with subsection (b) of this Section 6.02, Executive Seller agrees that commencing on the First Closing Date and for a period of two expiring five (5) years following termination of employment for any reasonthe First Closing Date (if the First Closing occurs but the Second Closing fails to occur) or expiring five (5) years following the Second Closing Date (if the Second Close Date occurs) (the "Restricted Period"), Executive Seller will not not, directly or indirectly, alone or either as a principal, agent, partner, officerlender, directorinvestor, shareholder or employee of in any other firm or entitycapacity, engage in, have a financial interest in or be in any commercial activity in competition way connected or affiliated with any part enterprise (whether or not incorporated) which engages in the purchase, sale, marketing, import, distribution or brokerage of Ceridian's business as conducted as replenishment inventory or promotional inventory of a format, category or product line which is sold or offered for sale by Seller in the United States of America at the date of such termination of employment or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this Agreement. For purposes of this subsection Agreement (a"Competitive Products"), "shareholder" shall not include beneficial ownership except for the sale of less than five percent (5%) of Promotional Inventory pending the combined voting power of all issued Second Closing Date, and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also except for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stock. (b) At its sole option Ceridian may, by written notice to Executive within 30 days after the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term of the non-competition obligation, prior to accepting employment with, or agreeing to provide consulting services to, any firm which offers products or services Inventory included in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this AgreementExcluded Assets. In addition, Seller will not, during the event that Ceridian electsRestricted Period, pursuant divert or take away or attempt to subsection (b) divert or take away any of this Section 6.02, to waive all Buyer's or any portion of the non-competition obligationBuyer's affiliates' employees and, no payment shall be required by Ceridian solely with respect to the portion Competitive Products and Competitive Business (defined below), Buyer's or Buyer's affiliates' customers or suppliers, and, further, Seller shall refrain from, directly or indirectly: (i) committing any act which would in any way jeopardize any relationship Buyer or any Buyer affiliate has or may come to have with any such employee, customer or supplier; or (ii) engaging in, having a financial interest in, or being in any way connected or affiliated with any enterprise which engages in the wholesale or retail sale and distribution of closeout merchandise. Notwithstanding anything to the non-competition period which has been waivedcontrary contained in the above paragraph, in the event the Second Closing does not occur solely as a result of Buyer's breach of its obligations hereunder (as finally determined by a court of law), the covenants contained in Paragraph 9.3(b) shall be inoperative and of no force and effect.

Non-Competition. (a) Unless the obligation is waived or limited by Ceridian in accordance with subsection (b) of this Section 6.02, Executive Seller agrees that for a the period from the Closing Date until the second anniversary of two years following termination the date Seller owns less than 50% of employment for any reason, Executive will the Common Shares they own as of the Closing (the “Non-Competition Period”) they shall not directly or indirectly, alone or as a partner, officer, director, shareholder or employee of any other firm or entityand shall cause the Non-Company Affiliates not to, engage in any commercial activity in competition with any part of Ceridian's business the Business, as conducted as of the date of such termination of employment or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this Agreement. For purposes of this subsection hereof, in the Restricted Areas (aeach, a “Competitive Activity”), "shareholder" shall not include beneficial ownership of less than five percent (5%) of the combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence the foregoing shall not include prohibit Seller or any corporation of its Affiliates from collectively owning (i) the Common Shares or other equity interests in which Ceridian the Company (or any successor entity) or participating in the management of the Company and the Company Subsidiaries pursuant to this Agreement and the Ancillary Agreements or (ii) up to an aggregate of five percent of the outstanding shares of any class of capital stock of any publicly traded Person that engages in any Competitive Activity (a “Competing Person”) so long as neither Seller nor any of its Affiliates has ownership of less than fifteen percent any participation in the management (15%excluding directorships or substantially similar positions) of the voting stocksuch Competing Person. (b) At its sole option Ceridian mayNotwithstanding anything to the contrary in the foregoing, by written notice to Executive within 30 days after the effective date of termination of Executive's employment, waive or limit the time and/or geographic area nothing in which Executive cannot engage in competitive activity.this Section 8.1 shall: (cA) During prevent Seller or any of its Affiliates from making a bona fide sale or divestiture of any or all of its assets or businesses to any Person that is not an Affiliate of such Seller, and such Person shall in no way be bound by the term restrictions set forth in this Section 8.1; (B) prohibit Seller or any of its Affiliates from acquiring the whole or any part of a Person or business which engages in any Competitive Activity or the whole or any part of a business which includes any Competitive Activity; provided, that, where such Competitive Activities of such Person or business represent greater than 30% of the non-competition obligation, prior to accepting employment with, revenues of such Person or agreeing to provide consulting services to, any firm which offers products or services business acquired as set out in the fields latest available annual financial statements of electronics that Person or information processingbusiness, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the non-competition obligation, no payment Seller and/or its Affiliates shall be required by Ceridian with respect to use its commercially reasonable efforts to divest such Person, business or portion thereof to the portion extent engaging in such Competitive Activity within 18 months after the consummation of such acquisition; (C) prohibit Seller or any of its Affiliates from acquiring a Minority Investment in a Person or business which engages in, or includes, any Competitive Activity. As used in this Agreement, the term “Minority Investment” means any minority equity investment by Seller or any of its Affiliates in any Person in which Seller and any of Seller’s Affiliates, as applicable, collectively hold less than 20% of the non-competition period which has been waived.outstanding voting securities or similar equity interests of such Person entitled to elect the board of directors (or similar governing body) of such Person;

Non-Competition. (a) Unless 11.1 After the obligation is waived Initial Closing Date, the Transferor shall not be engaged in the businesses identical or limited by Ceridian similar to those in accordance the business contracts of the Transfer Object and cause its subsidiaries and affiliates to stop operating such businesses; 11.2 After the Initial Closing Date, the Transferor shall not invest to set up any company or other entity engaged in cross-border outsourcing businesses or similar businesses, purchase the equity of such company or entity or purchase the assets used to operate such businesses; 11.3 After the Initial Closing Date, the Transferor shall take reasonable measures to cause its subsidiaries and affiliates to stop operating cross-border outsourcing businesses or limit such companies to invest in any form of other entity that may be competitive with subsection (b) the Transferor; 11.4 After the Initial Closing Date, if the Transferor obtains any commercial opportunity of this Section 6.02any software business and other software outsourcing business relating to the customers as listed in Annex 2, Executive agrees or gets any information that for a period may bring the said commercial opportunity, the Transferor shall first provide such opportunity or information to the Transferee. Before the Transferee waives such opportunity, the Transferor shall not use such opportunity to be engaged in any form of two years following termination of employment business operations; 11.5 After the Initial Closing Date, the Transferor shall not use the information relating to software outsourcing business in its possession for any reasoncommercial purpose; 11.6 If the Transferor does not perform its obligations in this Article, Executive will thus causing losses to the Transferee, the Transferor shall timely make sufficient and effective compensation to the Transferee, including, but not directly limited to, the actual commercial losses of the Transferee arising from Transferor’s default; 11.7 Within 2 years after the Initial Closing Date: without the prior written consent of the Transferee, whether direct or indirectlyindirect, alone the Transferor shall not employ, engage or as a partner, officer, director, shareholder or recruit any employee of the management and implementation teams of the Transfer Object as listed in Annex 3 and sign a contract with him or her, or solicit, entice or persuade any other firm such employee to terminate employment relationship with the Transferee or entityviolate employment terms; likewise, without the prior written consent of the Transferor, whether direct or indirect, the Transferee shall not employ, engage in or recruit any commercial activity in competition with any part of Ceridian's business as conducted as employee of the date of such termination of employment or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this Agreement. For purposes of this subsection (a), "shareholder" shall not include beneficial ownership of less than five percent (5%) Transferor outside the management and implementation teams of the combined voting power of all issued Transfer Object as listed in Annex 3 and outstanding voting securities of sign a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian contract with him or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stock. (b) At its sole option Ceridian may, by written notice to Executive within 30 days after the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term of the non-competition obligation, prior to accepting employment withher, or agreeing solicit, entice or persuade any such employee to provide consulting services to, any firm which offers products terminate employment relationship with the Transferor or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed violate employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VIterms. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waived.

Non-Competition. (a) During the term of this Agreement, Executive will devote full time and energy to furthering Ceridian's business and will not pursue any other business activity without Ceridian's written consent. Unless the obligation is waived or limited by Ceridian in accordance with subsection (b) of this Section 6.02, Executive agrees that during his employment with Ceridian and for a period of two three years following termination of employment for any reasonreason ("Non-Compete Period"), Executive will not directly or indirectly, alone or as a partner, officer, director, shareholder or employee of any other firm or entity, engage in any commercial activity in competition with any part of Ceridian's business as conducted as of the date of such termination of employment or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this AgreementInformation. For purposes of this subsection (a), "shareholder" shall not include beneficial ownership of less than five percent (5%) of the combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stock. (b) At its sole option Ceridian may, by written notice to Executive at any time within 30 days after the effective date of termination of Executive's employmentNon-Compete Period, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term of the nonNon-competition obligationCompete Period, prior to accepting employment with, with or agreeing to provide consulting services to, any firm or entity which offers competitive products or services in the fields of electronics or information processingservices, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed firm and the employment or consulting services and to be rendered to the firm to which they will be renderedor entity, and shall include a copy of the written offer of employment or engagement of consulting services. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During In the event Executive has provided notice to Ceridian pursuant to subsection (c) of this Section 6.02 and has not accepted employment with or agreed to provide consulting services to, any period firm or entity directly as a result of his or her non-competition obligation pursuant to this Article VI Section 6.02, Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of terminationtermination on a regular payroll period basis until the end of the Non-Compete Period. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the non-competition obligationobligation set forth in subsection (a) hereof, no payment shall be required by Ceridian with respect to the portion of the nonNon-competition period Compete Period which has been waived. (e) In the event Executive fails to provide notice to Ceridian pursuant to subsection (c) of this Section 6.02 and/or in anyway violates its non-competition obligation pursuant to Section 6.02, Ceridian may enforce all of its rights and remedies provided to it under this Agreement, in law and in equity, and Executive shall be deemed to have expressly waived any rights he or she may have had to payments under subsection (d) of this Section 6.02.

Non-Competition. (a) Unless the obligation is waived or limited by Ceridian in accordance with subsection (b) of this Subject to Section 6.026.16(b), Executive agrees that for a --------------- period of two three years following termination the Closing Date (the "Restricted Period"), Seller and its Affiliates shall not establish or maintain in the nine states listed on Annex C attached hereto (the "Specified States") any retail bank branches in which it conducts lending and deposit taking activities (including any supermarket retail bank branches, but not including any home office, agency office, data processing or administrative office or remote service unit) ("Retail Branches") or otherwise conduct any retail bank lending and deposit taking activities by direct mail or other solicitation (other than normal and customary advertising which is not targeted specifically to Persons within a Specified State) in the Specified States through or in respect of employment for a Retail Branch located outside the Specified States; provided, however, that the -------- ------- foregoing shall not prevent Seller or any reason, Executive will not of its Affiliates from (i) originating loans directly or indirectly, alone or as a partner, officer, director, shareholder or employee of any other firm or entity, engage in any commercial activity in competition with any part of Ceridian's business as conducted as of the date of such termination of employment or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this Agreement. For purposes of this subsection indirectly through (aincluding through direct mail solicitations and related activities), "shareholder" shall not include beneficial ownership of less than five percent and operating, the Loan Production Offices (5%) of the combined voting power of all issued and outstanding voting securities of including through a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (athrift charter), "Ceridian's business" shall include business conducted by Ceridian (ii) conducting internet or its affiliates electronic banking operations (including taking deposits and any partnership originating loans), (iii) purchasing whole loans, (iv) engaging in correspondent lending activities, or joint venture in which Ceridian (v) soliciting or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stockacquiring brokered deposits. (b) At Section 6.16(a) shall not prevent Seller or any of its sole option Ceridian may, by written notice to Executive within 30 days after the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity.Affiliates from: (ci) During the term acquiring no more than 5% of the non-competition obligationoutstanding capital stock, prior partnership or other equity interests in any Person which conducts Thrift Operations which constitute a Competing Thrift Business; (ii) acquiring up to accepting employment with100% of the outstanding capital stock, partnership or other equity interests in any Person, or agreeing merging with or into any such other Person, which conducts Thrift Operations which do not constitute a Competing Thrift Business; (iii) acquiring up to provide consulting services to100% of the outstanding capital stock, partnership or other equity interests in any firm Person, or merging with or into any such other Person which offers products or services conducts Thrift Operations which constitute a Competing Thrift Business, provided, that Seller shall use its reasonable best efforts to -------- cause such Person to divest the Retail Branches of the Competing Thrift Business which are located in the fields Specified States on commercially reasonable terms as soon as practicable after acquisition of electronics such ownership interest or information processingsuch merger; or (iv) acquiring shares of capital stock, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment partnership or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not other equity interests in any way constitute acquiescence Person as investments of the pension funds of Seller or waiver any Affiliate or funds of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV employee benefit plan of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all Seller or any portion of the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waivedAffiliate.

Non-Competition. Employee agrees that during Employee’s employment with Gentiva, Employee will not (aeither directly or by assisting others) Unless the obligation is waived compete with Gentiva or limited by Ceridian engage in accordance any activity or pursue any interest that in any way conflicts with subsection (b) of this Section 6.02, Executive Gentiva’s interests. Employee further agrees that for a period of two (2) years following after termination of Employee’s employment for any reasonwith Gentiva, Executive will either with or without cause upon the initiative of either Gentiva or Employee, Employee shall not directly (either on Employee’s own behalf or indirectly, alone or as a partner, officer, director, shareholder or employee of any other firm or entity, engage in any commercial activity in competition with any part of Ceridian's business as conducted as on another’s behalf) perform job activities of the date of such termination of employment type Employee conducted or with any part of Ceridian's contemplated business with respect provided for Gentiva within the two years prior to which Executive has Confidential Information as governed by Article V of this Agreement. For purposes of this subsection (a)Employee’s termination, "shareholder" shall not include beneficial ownership of less than five percent (5%) of the combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted providing services that are competitive with services provided by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stock. (b) At its sole option Ceridian may, by written notice to Executive within 30 days after the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term of the non-competition obligation, prior to accepting employment with, or agreeing to provide consulting services to, any firm which offers products or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect Gentiva at the time of Employee’s termination. There This restriction shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV apply only within the territory where Employee is working for Gentiva at the time of this AgreementEmployee’s termination. In Employee and Gentiva agree and acknowledge that the event that Ceridian elects, pursuant to subsection territory where Employee is working for Gentiva at the time of Employee’s termination includes the geographic territory within: (a) a 20 mile radius of every Gentiva office or facility over which or in which Employee had job responsibilities at the time of Employee’s termination; (b) a 20 mile radius of every Gentiva office or facility which is included in Employee’s geographic territory of job responsibility at the time of Employee’s termination; and, (c) a 50 mile radius of Employee’s primary place of employment at the time of Employee’s termination. Employee agrees that because of the nature of Gentiva’s business, the nature of Employee’s job responsibilities, and the nature of the Confidential Information and Trade Secrets of Gentiva to which Gentiva will give Employee access, any breach of this Section 6.02, provision by Employee would result in the inevitable disclosure of Gentiva’s Trade Secrets and Confidential Information to waive all or any portion of the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waivedits direct competitors.

Non-Competition. From the Closing Date until the third (a3rd) Unless anniversary of the obligation Closing Date, the Sellers shall not own, manage, operate, control or participate in the ownership, management, operation or control of any business, whether in corporate, proprietorship or partnership form or otherwise, that is waived or limited by Ceridian in accordance with subsection (b) of this Section 6.02engaged, Executive agrees that for a period of two years following termination of employment for any reason, Executive will not directly or indirectly, alone in the business of (a) soliciting, originating, underwriting, financing, refinancing and brokering Mortgage loans for sale to Mortgage Program Sponsors under the Mortgage Programs transferred to the Purchaser as part of the Acquired Assets or (b) acting as “primary servicer,” “master servicer, ” “special servicer” or “sub-servicer” in respect of Mortgage loans (any such business referred to under clause (a) or (b), a “Restricted Business”); provided, however, that the restrictions contained in this Section 5.11 shall not restrict (i) the Sellers from acting as a partner“special servicer” on a contract basis for Mortgage loans not involving the direct servicing of Mortgage loans for third party Securitizations or Mortgage Program Sponsors under the Mortgage Programs transferred to the Purchaser as part of the Acquired Assets, officer(ii) any activities of Capmark Bank, director, shareholder (iii) the Sellers from engaging in servicing (A) any Mortgage loans held by any Seller or employee any Affiliate of any Seller or for which any Seller or any such Affiliate acts as agent, or (B) any third party mortgage loans under programs and arrangements currently conducted by any Seller or any Affiliate of any Seller other firm than the Servicing Agreements, including New Markets Tax Credits, military housing, and affordable housing mortgage loans or entity, engage in any commercial activity in competition with any part of Ceridian's bonds related to the low income housing tax credit business as conducted as of the date of such termination of employment or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this Agreement. For purposes of this subsection (a), "shareholder" shall not include beneficial ownership of less than five percent (5%) of the combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection clause (aiii), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence the term “Affiliate” shall not include any corporation in which Ceridian has ownership of less Person that Controls Parent or any Person (other than fifteen percent Sellers and any Person Controlled by any Seller) Controlled by such Person), (15%iv) any third party who acquires any Seller or Affiliate of the voting stock. (b) At its sole option Ceridian maySellers by way of a merger, by written notice to Executive within 30 days after the effective date of termination of Executive's employmentconsolidation, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term of the non-competition obligation, prior to accepting employment combination with, or agreeing to provide consulting services to, any firm which offers products acquisition of a material portion of the Properties of a Seller or services (v) the acquisition by the Sellers and their respective Affiliates of (in the fields aggregate) less than 2% of electronics or information processing, Executive shall give 30 days prior written notice to Ceridianthe outstanding capital stock of any publicly traded company engaged in a Restricted Business. Such written notice shall describe The Parties acknowledge and agree that any remedy at Law for any breach of the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) provisions of this Section 6.025.11 may be inadequate, to waive all or any portion of the non-competition obligation, no payment shall be required by Ceridian with respect and hereby consent to the portion granting by any court of an injunction or other equitable relief, without the non-competition period which has been waivednecessity of actual monetary loss being proved, in order that the breach or threatened breach of such provision may be effectively restrained.

Non-Competition. (a) Unless Executive acknowledges that by virtue of Executive’s position with Employer and in the obligation is waived or limited by Ceridian in accordance with subsection (b) course of this Section 6.02Executive performing Executive’s duties and responsibilities hereunder, Executive will form relationships and become specifically and generally acquainted with Employer’s, Project’s, and Owner’s (collectively the “Employer’s Group”) confidential and proprietary information as further described in Section 11(b) below. Executive further acknowledges that such relationships and information are and will remain highly valuable to Employer’s Group and that the restrictions on future employment, if any, are reasonably necessary in order for Employer’s Group to remain competitive in the highly competitive resort-gaming industry. In recognition of Employer Group’s heightened need for protection from abuse of relationships formed or information garnered before and during Executive’s employment hereunder, Executive covenants and agrees that: (i) If (A) Employer terminates Executive’s employment during the Specified Term without “Cause” (defined below) or (B) Executive terminates his employment during the Specified Term for “Good Reason” (defined below), Executive shall be entitled to receive those amounts enumerated in Section 15 below and Executive acknowledges, covenants, and agrees that for a one (1) year period of two years immediately following termination of employment for any reasonthe termination, Executive will shall not directly or indirectlyindirectly or in any manner or method be employed by, alone provide consultation or other services to, engage or participate in, provide advice, information or assistance to, fund or invest in a “Competitor” (defined below) anywhere within a 100 mile radius of the Project. (ii) If Executive remains employed by Employer after the expiration of the Specified Term and, as such, is employed by Employer at-will in accordance with Section 2 above, Executive shall be entitled to receive those amounts, if any, enumerated in Section 19 below, and Executive acknowledges, covenants, and agrees that, for a partnersix (6) month period immediately following the applicable termination, officerExecutive shall not directly or indirectly or in any manner or method be employed by, directorprovide consultation or other services to, shareholder engage or employee participate in, provide advice, information or assistance to, fund or invest in a Competitor anywhere within a 100 mile radius of the Project. (iii) If Employer terminates Executive’s employment for Cause, or Executive terminates his Employment before the end of the Specified Term other than for Good Reason, Executive acknowledges, covenants, and agrees that, for a six (6) month period immediately following the applicable termination, he shall not directly or indirectly or in any manner or method be employed by, provide consultation or other services to, engage or participate in, provide advice, information or assistance to, fund or invest in a Competitor anywhere within a 100 mile radius of the Project. (iv) Notwithstanding the obligations enumerated herein, it shall not be a violation of any other firm or entity, engage obligation owed by Employee during the restrictive periods identified in any commercial activity in competition with any part of Ceridian's business as conducted as of the date of such termination of employment or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this Agreement. For purposes of this subsection (aSections 11(a)(i), "shareholder" shall not include beneficial ownership of less than (ii) or (iii) for Executive (or anyone one acting on Executive’s behalf) to own up to five percent (5%) of a publically traded entity engaged in the combined voting power hotel-resort or hotel-resort-gaming industry so long as such ownership does not result in Executive having any operational or management role of all issued and outstanding voting securities any kind in such industry. (v) The covenants under this Section 11(a) also includes, but are not limited to, Executive’s covenant not to: A. Make known to any Competitor or officer, director, executive, employee or agent of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection Competitor, the names, addresses, contact information or any other information pertaining to any advertisers, suppliers, vendors, independent contractors, brokers, partners, patrons, executives or customers (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%collectively the “Business Contacts”) of the voting stock. (b) At its sole option Ceridian may, by written notice to Executive within 30 days after the effective date of termination of Executive's employment, waive Employer’s Group or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term prospective Business Contacts of the non-competition obligationEmployer’s Group on whom Executive called or with whom Executive did business or attempted to do business during his employment for Employer either for Executive’s own benefit or for any Competitor, prior unless such information is disclosed for the direct or indirect benefit of Employer; B. Call on, solicit, induce to accepting employment withleave and/or take away, or agreeing attempt to provide consulting services tocall on, solicit, induce to leave and/or take away, any firm which offers products Business Contacts of the Employer’s Group or services in prospective Business Contacts of the fields Employer’s Group on whom Executive called or with whom Executive did business or attempted to do business during his employment for Employer either for Executive’s own benefit or for any Competitor; C. Approach, solicit, contract with or hire any current advertiser, supplier, vendor, independent contractor, broker or employee of electronics the Employer’s Group with a view towards enticing such person to cease his/her/its relationship with the Employer’s Group or information processingend his/her employment with the Employer’s Group, Executive shall give 30 days without the prior written notice consent of Employer, such consent to Ceridian. Such written notice shall describe the proposed employment or consulting services be within Employer’s sole and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VIabsolute discretion. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waived.

Non-Competition. (a) Unless Executive hereby acknowledges and agrees that, during the obligation is waived or limited by Ceridian in accordance with subsection (b) course of this Section 6.02employment, Executive has become familiar with and involved in all aspects of the business and operations of the Bank. Executive hereby covenants and agrees that for a period of two four (4) years following termination of employment for any reasonafter the Effective Time (the “Restricted Period”), Executive will shall not, without the prior approval of a majority of the Bank’s board of directors (Executive not participating), directly or indirectly, alone or in any capacity (whether as a partnerproprietor, owner, agent, officer, director, shareholder shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or employee otherwise) own, manage or control or participate in the ownership, management or control, or perform services that are the same as or substantially to those services provided by Executive to the Bank Entities twelve (12) months prior to the cessation of Executive’s employment by the Bank Entities to, any Competitive Business or to any Person that is attempting to form or acquire a Competitive Business if such Competitive Business operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank Entities’ headquarters or within a twenty-five (25) mile radius of any other firm or entity, engage in any commercial activity in competition with any part of Ceridian's business as conducted as Branch office of the date Bank Entities that is in existence immediately prior to the cessation of Executive’s employment by the Bank Entities. Notwithstanding any provision hereof to the contrary, this Section 7.1 does not restrict Executive’s right to (a) own or acquire securities of any entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); provided that his total ownership constitutes less than two percent (2%) of the outstanding securities of such termination entity; (b) to own, or during the Restricted Period to maintain ownership of employment or with any part of Ceridian's contemplated business with respect (but not to which Executive has Confidential Information as governed by Article V of this Agreement. For purposes of this subsection (aacquire ownership of), "shareholder" shall passive investments in securities of any entity that does not include beneficial file periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Exchange Act; provided that his total ownership of constitutes less than five percent (5%) of the combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian such company or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stock. (b) At its sole option Ceridian may, by written notice to Executive within 30 days after the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term to serve as a director of the non-competition obligation, prior to accepting employment with, or agreeing to provide consulting services to, any firm which offers products or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VIWestminster American Insurance Company. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waived.

Non-Competition. During (ai) Unless the obligation Executive's employment with the Company and (ii) the two (2) year period immediately following the Executive's Date of Termination, the Executive (A) shall not engage, anywhere within the geographical areas in which any Sunbeam Entity is waived or limited by Ceridian in accordance with subsection (b) of this Section 6.02then conducting its business operations, Executive agrees that for a period of two years following termination of employment for any reason, Executive will not directly or indirectly, alone alone, in association with or as a shareholder, principal, agent, partner, officer, director, shareholder employee or employee consultant of any other firm or entityorganization, engage in any commercial activity in competition business (a "Competitive Business") which competes with any part business then being conducted by such Sunbeam Entity; (B) shall not solicit or encourage any officer, employee or consultant of Ceridian's business as conducted as any of the date Sunbeam Entities to leave the employ of such termination any of the Sunbeam Entities for employment by or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this Agreement. For purposes of this subsection Competitive Business; and (a), "shareholder" C) shall not include beneficial solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any of the customers or accounts, or prospective customers or accounts, of any Sunbeam Entity, which were contacted, solicited or served by the Executive while employed by the Company; provided, however, that nothing herein shall prohibit the Executive from owning a maximum of two percent (2%) of the outstanding stock of any publicly traded corporation. Following the Date of Termination, ownership by the Executive of less not more than five percent (5%) of any publicly traded corporation shall not constitute a violation hereof. If, at any time, the combined voting power provisions of all issued this Section 14(c) shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 14(c) shall be considered divisible and outstanding voting securities shall become and be immediately amended to only such area, duration and scope of a publicly held corporation whose stock is traded on a major stock exchangeactivity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Executive agrees that this Section 14(c) as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. Also for For purposes of this subsection (aSection 14(c), "Ceridian's business" shall include business conducted by Ceridian or its affiliates the design, manufacture and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership marketing of less than fifteen percent (15%) of the voting stock. (b) At its sole option Ceridian may, by written notice to Executive within 30 days after the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term of the non-competition obligation, prior to accepting employment with, or agreeing to provide consulting services to, any firm which offers products or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services outdoor barbecue grills and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There small kitchen appliances shall be credited against Ceridian's obligation construed to make be a Competitive Business; provided, however, that the gross revenues derived from sales of such payments any other payments made products by Ceridian to Executive pursuant to Article IV such competitor are greater than the lesser of this Agreement. In the event that Ceridian elects, pursuant to subsection (bi) 10% of this Section 6.02, to waive all or any portion of the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waivedits total revenues and (ii) $500,000,000.

Non-Competition. (a) Unless I acknowledge that employment by the obligation is waived Company will give me access to the Confidential Information, and that my knowledge of the Confidential Information will enable me to put the Company at a significant competitive disadvantage if I am employed or limited engaged by Ceridian or become involved in accordance with subsection (b) of this Section 6.02a Competitive Business. Accordingly, Executive agrees that during the Employment Period and for a period of two years following termination of employment for any reasonone year after the Termination Date, Executive I will not not, directly or indirectly, alone individually or in partnership or in conjunction with any other person or entity other than the Company: (i) be engaged in any manner whatsoever, including, without limitation, either individually or in partnership, jointly or in conjunction with any other person, or as a partneran employee, officerconsultant, directoradviser, shareholder principal, agent, member, or employee of any other firm or entity, engage proprietor in any commercial activity Competitive Business anywhere within any state, province, county, or city in competition with any part of Ceridian's the United States in which the Company conducts business as conducted as of the date of such termination of employment Termination Date or conducted business within the one-year period prior to Termination Date (the “Restricted Area”); (ii) be engaged in any manner whatsoever, including, without limitation, either individually or in partnership, jointly or in conjunction with any part other person, or as an employee, consultant, adviser, principal, agent, member or proprietor in any Competitive Business anywhere in the Restricted Area in a capacity in which the loyal and complete fulfilment of Ceridian's contemplated business with my duties to that Competitive Business would (i) inherently require that I use, copy or transfer Confidential Information, or (ii) make beneficial any use, copy or transfer the Confidential Information; or (iii) advise, invest in, lend money to, guarantee the debts or obligations of, or otherwise have any other financial or other interest (including an interest by way of royalty or other compensation arrangements) in or in respect to of any person which Executive has Confidential Information as governed by Article V of carries on a Competitive Business anywhere in the Restricted Area. The restriction in this Agreement. For purposes of this subsection (a), "shareholder" shall Section 2 will not include beneficial ownership of less prohibit me from holding not more than five percent (5%) % of the combined voting power of all issued and outstanding voting securities shares of a publicly held corporation whose public company listed on any recognized stock is exchange or traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of bona fide “over the voting stock. (b) At its sole option Ceridian may, by written notice to Executive within 30 days after the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term of the non-competition obligation, prior to accepting employment with, or agreeing to provide consulting services to, any firm which offers products or services counter” market anywhere in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VIworld. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waived.

Non-Competition. (a) Unless Each of Triangle, Shareholder and Subsidiary acknowledge that in and as a result of its ownership of the Assets or other interest in Triangle or Subsidiary, it has made use of, acquired, and/or added to confidential information of a special and unique nature deriving independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use (specifically excluding any information generally available to the public at large or disclosed by Buyer to third parties or any information disclosed because Triangle, Shareholder, or Subsidiary has a legal obligation to make such disclosure). Such information is waived hereinafter referred to as "Confidential Information" and includes, without limitation, the following information: customers, vendors, products, systems, data files, manuals, confidential reports, the amounts paid by or limited by Ceridian in accordance with subsection (b) to customers, licensers, licensees, and vendors, the amounts paid for products and services, and other trade secrets and information Triangle, Shareholder, or Subsidiary knows or has reason to know, or will know or have reason to know, Buyer intends or expects to remain confidential. As a material inducement to Buyer to enter into this Agreement, each of this Section 6.02Triangle, Executive Subsidiary and Shareholder covenants and agrees that it shall not from and after the Closing and for a period of two five (5) years following termination of employment the Closing Date, divulge or disclose for any reason, Executive will not directly or indirectly, alone or as a partner, officer, director, shareholder or employee of purpose whatsoever any other firm or entity, engage in any commercial activity in competition with any part of Ceridian's business as conducted as of the date of such termination of employment or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed except to the extent such information is or becomes generally available to the public at large or disclosed by Article V of this Buyer to third parties or any information disclosed because Seller, the Subsidiary or Shareholder has a legal obligation to make such disclosure. Notwithstanding the foregoing, Seller, Triangle and Shareholder may reveal Confidential Information to the extent reasonably necessary to determine amounts due ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ pursuant to the TriEnda Agreement. For purposes of this subsection (a), "shareholder" shall not include beneficial ownership of less than five percent (5%) of or to enforce rights under the combined voting power of all issued TriEnda Agreement, including furnishing such information to investment bankers, appraisers, lawyers, accountants, courts and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stockarbitrators. (b) At its sole option Ceridian may, by written notice to Executive within 30 days after During the effective five year period following the date of termination this Agreement, each of ExecutiveTriangle, Shareholder and Subsidiary shall not, except as may be required by law or as may be done with Buyer's employmentwritten consent, waive directly or limit the time and/or geographic area indirectly, either as a shareholder, member, principal, co-partner, agent, financier, lender, consultant, manager or in which Executive cannot any other individual or representative capacity whatsoever (i) engage in any activities competitive activitywith the Business or the pallet logistics or refurbishing business in the United States of America, (ii) solicit, serve, divert or assist any person in so soliciting, servicing or diverting any customers or vendors of Buyer or any of its affiliates to the extent such actions are related to the Business in the United States of America, (iii) solicit the employment of any of the employees of Triangle or Subsidiary that are employed by Buyer pursuant to this Agreement. The foregoing shall not apply to the activities of (i) Shareholder with respect to his actions on the Board of Directors of Alloyd Incorporated and (ii) any entity of which Triangle, Subsidiary or any Triangle Shareholder owns or beneficially owns less than ten percent (10%) of the outstanding voting power. (c) During Buyer and each of Triangle, Shareholder and Subsidiary each agree that the term terms and covenants contained in this Section 7.12 herein are fair and reasonable in all respects to protect the legitimate interests of Buyer, including the non-competition obligationgeographical coverage and time period, prior to accepting employment withand that these restrictions are designed for the reasonable protection of Buyer's business. Each of Triangle, or agreeing to provide consulting services to, Shareholder and Subsidiary recognize that any firm which offers products or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that Ceridian elects, pursuant to subsection (b) breach of this Section 6.02, to waive all or any portion of the non-competition obligation, no payment shall be required by Ceridian with respect 7.12 will cause irreparable injury to the portion goodwill and proprietary rights of Buyer, inadequately compensable in monetary damages. Accordingly, in addition to any other legal or equitable remedies that may be available to the non-competition period which has been waivedBuyer, each of Triangle, Shareholder and Subsidiary agree that Buyer will be able to seek to obtain immediate injunctive relief in the form of a temporary restraining order, preliminary injunction, or permanent injunction against each of Seller, Shareholder and Subsidiary to enforce this Agreement.

Non-Competition. (a) Unless Executive Officer acknowledges that the obligation Sterling Entities are providing Executive with access to Confidential Information as defined below. Ancillary to Executive Officer’s agreement not to disclose Confidential Information, to protect the Confidential Information described below, and in consideration for Executive Officer receiving access to this Confidential Information, being entitled to Severance Payments, having rights after a Change in Control, and other benefits provided in this Agreement, the Sterling Entities and Executive Officer agree to the following non-competition provisions. The Executive Officer shall not, during the time that he/she is waived employed by any Sterling Entity and, in the event of a termination of employment for Cause, an Involuntary Termination, or limited a termination of employment by Ceridian in accordance with subsection (b) of this Section 6.02the Executive Officer, Executive agrees that for a period of two years following termination of employment for twelve (12) months after any reason, Executive will not such termination: (a) directly or indirectly, alone own, manage, operate, control, invest or acquire an equity interest in any financial institution (or any affiliate thereof including, without limitation, any bank holding company or financial holding company) with $10 billion or less in assets located or conducting business in ▇▇▇▇▇▇ County, Texas or any of its contiguous counties (the “Territory”) which competes with the business conducted by any Sterling Entity; (b) engage in or carry on, either directly or indirectly, whether for himself or as a partneran employee, officer, director, shareholder agent, consultant, proprietor, partner, stockholder, member, joint venturer, investor, or employee other paid participant, any business with, on behalf of or as a financial institution within the Territory which competes with the business conducted by any Sterling Entity; (c) request or induce any customer, depositor or borrower of any Sterling Entity or any other firm person which has a business relationship with any Sterling Entity to curtail, cancel, or entity, engage otherwise discontinue its business or relationship with any such Sterling Entity; or (d) publicly denigrate or in any commercial activity manner undertake to publicly discredit any of the Sterling Entities or any person or operation associated with any Sterling Entity. Notwithstanding the foregoing, nothing contained in this Agreement shall prohibit the Executive Officer from owning any issue of stock or securities of any corporation the securities of which are either traded on a national securities exchange or quoted on the automated quotation system of the National Association of Securities Dealers, Inc. and which is engaged in a business which is in competition with any part of Ceridian's business Sterling Entity so long as conducted as of (i) the date Executive Officer is not deemed to be an “affiliate” of such termination entity as such term is used in paragraphs (c) and (d) of employment Rule 145 under the Securities Act of 1933 and (ii) the Executive Officer and members of his immediate family do not own or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this Agreement. For purposes of this subsection (a), "shareholder" shall not include beneficial ownership of less hold more than five one percent (51%) of the combined voting power of all issued and outstanding any voting securities of such entity. Executive Officer warrants that Executive Officer is not a publicly held corporation whose stock is traded on a major stock exchangeparty to any other restrictive agreement limiting Executive Officer’s activities for the Sterling Entities. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stock. (b) At its sole option Ceridian may, by written notice to Executive within 30 days after the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term of the non-competition obligation, prior to accepting employment with, or agreeing to provide consulting services to, any firm which offers products or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect Officer further warrants that at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV the signing of this Agreement, Executive Officer knows of no written or oral contract or of any other impediment that would inhibit or prohibit employment with the Sterling Entities and that Executive will not knowingly use any trade secret, confidential information, or other intellectual property right of any other party in the performance of Executive Officer’s duties hereunder. In Executive Officer shall hold the event that Ceridian elects, pursuant to subsection (b) Sterling Entities harmless from any and all suits and claims arising out of this Section 6.02, to waive all any breach of such restrictive agreement or any portion of the non-competition obligation, no payment shall be required by Ceridian with respect to the portion of the non-competition period which has been waivedcontracts.