Common use of Non-Competition Clause in Contracts

Non-Competition. In consideration of this Agreement, the Employee --------------- agrees that, during the Employment Term, and for one year thereafter, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), the Employee shall not act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business engaged to a material extent in the manufacture or sale of (a) mattresses or other bedding products or (b) any other products which constitute more than ten percent (10%) of the Company's revenues at the time in direct competition with the Company in any market. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employment.

Non-Competition. In consideration Grantee acknowledges and agrees that (a) at all times while Grantee is employed with the Company Group, Grantee shall pursue all appropriate business opportunities of this Agreementthe Company Group exclusively through the Company Group and (b) the Company Group would be irreparably damaged if Grantee (or, if applicable, any of Grantee’s controlled Affiliates) were to provide services to any Person (including Grantee) engaged in a Restricted Business (as defined below) and that such competition by Grantee (or, if applicable, any of Grantee’s controlled Affiliates) would result in a significant loss of goodwill by the Company Group. Therefore, Grantee agrees that during the period commencing on the Effective Date and ending on the first (1st) anniversary of the date on which Grantee or any Grantee’s Affiliates cease to be direct or indirect members of EOC Parent or, if earlier, the Employee --------------- agrees thatfirst (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, during the Employment Term, and for one year thereafter, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), the Employee Grantee shall not act (and, as a proprietorapplicable, investorshall cause each of his controlled Affiliates not to) directly or indirectly through another Person own any interest in, manage, control, participate in (whether as an officer, director, officermanager, employee, substantial stockholderpartner, equity holder, member, agent, advisor, individual independent contractor, consultant, representative or partner otherwise), consult with, represent, render services for, or in any business engaged to a material extent other manner engage in the manufacture or sale Restricted Business in any geographic area where the Company Group conducts it; provided, that nothing herein shall prohibit Grantee and any of his controlled Affiliates, as applicable from (ai) mattresses or other bedding products or (b) any other products which constitute being a passive owner of not more than ten two percent (102%) of the Company's revenues at the time in direct competition with the Company in outstanding stock of any market. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination class of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect a corporation or entity which is publicly traded so long as Grantee (or any of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. NeverthelessGrantee’s controlled Affiliates, if applicable) does not have any aspect active participation in the management or other business of these restrictions is found to be unreasonable such corporation or entity or (ii) being employed by or otherwise unenforceable by providing services to any corporation or entity, a court division or subsidiary of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court which is engaged in Restricted Businesses so long as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employment.Grantee is

Non-Competition. In consideration of this Agreement, the Employee --------------- agrees that, while employed during the Employment TermProtected Period, and for one year thereafterafter the Employee's termination of employment, unless the Employee has waived the Transaction Bonus and the equity considerations consideration described in Subsections 6(b) and 6(c), the Employee shall not act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business engaged to a material extent in the manufacture or sale of (a) mattresses or other bedding products or (b) any other products which constitute more than ten percent (10%) of the Company's revenues at the time in direct competition with the Company in any market. If, however, the Employee has waived the Transaction Bonus and the equity considerations consideration described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employment.

Non-Competition. In consideration of this Agreement, and for other good and valuable consideration provided hereunder, the Employee --------------- receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment with the Employment Company and for a period of (12) twelve months thereafter, Executive shall not, without the prior written consent of the Company, directly or indirectly, engage in or become associated with a Competitive Activity. For purposes of this Section 2(b), (i) a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Term, and for one year thereafterprovided such business or endeavor is in the United States, unless or in any foreign jurisdiction in which the Employee Company provides, or has waived provided during the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c)Term, the Employee relevant Company Products or Services, and (ii) Executive shall not act be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as a proprietoran owner, investorprincipal, employee, officer, director, officerindependent contractor, employeerepresentative, substantial stockholder, consultantfinancial backer, agent, partner, member, advisor, lender, consultant or partner in any business other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged to in a material extent Competitive Activity. Notwithstanding anything else in this Section 2(b), (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the manufacture or sale of Competitive Activity, (aii) mattresses or other bedding products or (b) any other products which constitute more than ten Executive may own, for investment purposes only, up to five percent (105%) of the Company's revenues at outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the time in direct competition stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company in for any market. Ifreason other than Executive’s death, howeverDisability or Cause, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c)or by Executive for Good Reason, this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider then the restrictions contained in this Section 10 2(b) shall lapse, and (iv) Executive shall only be subject to be reasonable and necessary. Nevertheless, if any aspect of these the restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of contained in this Section 10 2(b) to the extent the activity that would otherwise be prohibited by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of this section poses a Change of Control, the Employee may, by written notice reasonable competitive threat to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver which determination shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with made by the Company as set forth in this Section 10 shall be void upon his termination of employmentgood faith.

Non-Competition. In consideration view of the employer’s international field of activity, after the Grantee has left the employer and even if his/her seniority would be inferior to six (6) months, except in case of termination of the employment by the Grantee for serious cause, the Grantee shall, during the period and 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, his/her knowledge of any practice specific to the employer which he/she has acquired on an industrial or commercial level during his/her employment. The prohibition referred to in this Paragraph (5bis) applies for twelve (12) months as of the day of termination of the employment and applies to the territory of Belgium and the Netherlands. The Grantee accepts that this territory is automatically extended to the countries in which he/she would also be active in the last thirty-six (36) months prior to the day of termination of the employment. If the non-competition obligation of this Paragraph (5bis) 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. If the non-competition obligation of this Paragraph (5bis) applies and if the Grantee fails to comply with its provisions, he/she will reimburse to the employer the indemnity he/she received and, in addition thereto, he/she 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 Employee --------------- agrees that, during the Employment Term, and for one year thereafter, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), the Employee shall not act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business engaged to a material extent in the manufacture or sale of (a) mattresses or other bedding products or (b) any other products which constitute more than ten percent (10%) of the Company's revenues at the time in direct competition with the Company in any market. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall Belgian Alternative Provision 1 would also be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 considered to be reasonable null and necessary. Neverthelessvoid, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus acting on behalf of the employer, and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall Grantee, agree to be irrevocable. In bound by the event of such following provision if the Grantee does not qualify as a waiver, sales representative (the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employment.“Belgian Alternative Provision 2”):

Non-Competition. In As additional consideration for the Purchase Price paid by Buyer hereunder, and in order that USL may enjoy the benefits of this Agreement, for a period of two years from the Employee --------------- agrees thatClosing Date, during the Employment TermSeller shall not, and for one year thereafterdirectly or indirectly, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c)directly or indirectly, the Employee shall not act as a proprietoran employee, investoremployer, contractor, consultant, agent, principal, shareholder, corporate officer, director, officeror in any other individual or representative capacity, engage or participate in any business or practice within a fifteen (15) mile radius of any location in which any entity in which USL or an Affiliate of USL possesses an ownership interest provides any professional medical services, supplies, or equipment to health care service providers, that is in competition in any manner whatsoever with USL. Seller further agrees that for this same period of time, Seller shall not use or disclose to any person or entity (except as required by law) any information concerning the names and addresses of USL’s employees, customers, or patients, and shall not, on Seller’s behalf or on behalf of any other person or entity, solicit or attempt to induce any partner, employee, substantial stockholder, consultantcustomer, or partner in any business engaged patient of USL to a material extent in the manufacture cease such person’s commercial relationship with USL, or sale of (a) mattresses or other bedding products or (b) any other products which constitute more than ten percent (10%) of the Company's revenues at the time in direct competition otherwise interfere with the Company in any marketrelationship between or among USL and its patients, customers, employees and/or partners. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this This covenant not to compete shall be void upon construed as an agreement ancillary to the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10Agreement. Without limiting other possible remedies to USL for breach of this covenant, and Seller agrees that injunctive or other equitable relief will be available to enforce the Employee has had reasonable time covenants of this provision, such relief to consider be without the effect necessity of these provisionsposting a bond, and cash, or otherwise. Seller further agrees that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions if any restriction contained in this Section section 10 is held by any court to be reasonable unenforceable or unreasonable, a lesser restriction will be enforced in its place and necessaryremaining restrictions contained herein will be enforced independently of each other. NeverthelessSeller agrees to pay USL’s and Seller’s own attorneys’ fees, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdictioncosts, and expenses in the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable andevent that USL chooses, as so modified by the courtin its sole discretion, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentany provision hereunder.

Non-Competition. In consideration of this Agreement, the Employee --------------- Grantee acknowledges and agrees that, during the Employment Term, and for one year thereafter, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), the Employee shall not act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business engaged to a material extent in the manufacture or sale of that (a) mattresses or other bedding products or at all times while Grantee is employed with Employer, Grantee shall pursue all appropriate business opportunities of Employer exclusively through Employer and (b) Employer would be irreparably damaged if Grantee (or, if applicable, any other products which constitute more than ten percent of Grantee’s controlled Affiliates) were to provide services to any Person (10%including Grantee) of the Company's revenues at the time engaged in direct competition with the Company in any market. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(ba Restricted Business (as defined below) and 6(c)that such competition by Grantee (or, this covenant not to compete shall be void upon the Employee's termination if applicable, any of employmentGrantee’s controlled Affiliates) would result in a significant loss of goodwill by Employer. The Employee understands Therefore, Grantee agrees that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that commencing on the Employee will receive sufficiently higher remuneration Effective Date and other benefits from ending on the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect second (2nd) anniversary of the provisions of this Section 10date on which Grantee’s employment with Employer terminates if Grantee’s employment is terminated by Employer with Cause or by Grantee without Good Reason, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Controlon which Grantee’s employment with Employer terminates for any other reason (such period, the Employee may“Restricted Period”), by written notice to the Companyextent permitted by the New York Canon of Ethics, elect to waive his Transaction Bonus and Grantee shall not (and, as applicable, shall cause each of Grantee’s controlled Affiliates not to) directly or indirectly through another Person own any interest in, manage, control, participate in (whether as an officer, director, manager, employee, partner, equity holder, member, agent, advisor, individual independent contractor, consultant, representative or otherwise), consult with, represent, render services for, or in any other manner engage in the equity considerations described Restricted Business in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In any geographic area where the Restricted Business of Employer conducts it; provided, that in the event of such that Grantee’s employment with Employer terminates upon a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employment.Grantee Non-Renewal (as

Non-Competition. In consideration Each Management Holder hereby acknowledges that it is familiar with the Confidential Information (as defined below) of this Agreementthe Company and its Subsidiaries. Each Management Holder acknowledges and agrees that the Company would be irreparably damaged if such Management Holder were to provide services to any Person competing with the Company or any of its Affiliates or Subsidiaries or engaged in a similar business and that such competition by such Management Holder would result in a significant loss of goodwill by the Company. Therefore, each of the Management Holders agrees that during the period commencing on the date hereof and ending on the later of (i) the first anniversary of the date on which such Management Holder ceases to be a Holder of Common Shares, (ii) the second anniversary of the Repurchase Event of such Management Holder and (iii) the date on which such Management Holder ceases to receive any payments related to salary, bonus or severance from the Company or any of its Subsidiaries (or, in the case of any payment made in a lump sum, the Employee --------------- agrees that, during expiration of the Employment Term, and for one year thereafter, unless period to which such payment relates) (the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c“Non-Compete Period”), the Employee such Management Holder shall not act (and shall cause each of his or its Affiliates not to) directly or indirectly own any interest in, manage, control, participate in (whether as a proprietor, investoran officer, director, officermanager, employee, substantial stockholderpartner, consultantequityholder, member, agent, representative or otherwise), consult with, render services for, or partner in any other manner engage in any business engaged to a material extent directly or indirectly, anywhere in the manufacture world, in the business of the Company and its Subsidiaries as currently conducted or sale proposed to be conducted as of (a) mattresses the Repurchase Event of such Management Holder; provided, that nothing herein shall prohibit any of the Management Holders or other bedding products or (b) any other products which constitute their Affiliates from being a passive owner of not more than ten percent (10%) 2% of the Company's revenues at the time in direct competition with the Company in outstanding stock of any market. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event class of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity corporation which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event is publicly traded so long as none of such a waiver, Persons has any active participation in the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination business of employmentsuch corporation.

Non-Competition. In consideration Each of this Agreement, the Employee --------------- Members (other than PAGP) hereby acknowledges that the Company and its Subsidiaries operate in a competitive business and compete with other Persons operating in the midstream segment of the oil and gas industry for acquisition opportunities. Each of the Members agrees that, that during the Employment Termperiod that it is a Member, and for one year thereafterit shall not, unless directly or indirectly, use any of the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), the Employee shall not act confidential information it receives as a proprietorMember or which its designee receives as a Director of the Company or as an IDM Observer to compete with, investor, director, officeror engage in or become interested financially in as a principal, employee, substantial stockholderpartner, consultantshareholder, or partner agent, manager, owner, advisor, lender, guarantor of any Person that competes in any North America with, the business engaged to a material extent in the manufacture or sale of (a) mattresses or other bedding products or (b) any other products which constitute more than ten percent (10%) of the Company's revenues at the time in direct competition with conducted by the Company in any market. Ifand its Subsidiaries; provided, however, the Employee has waived the Transaction Bonus and the equity considerations described that when a Member engages in Subsections 6(b) and 6(c)such activities, this covenant not to compete there shall be void upon the Employee's termination no presumption of employment. The Employee understands that the foregoing restrictions misuse of such confidential information solely because a Representative or Director designee of such Member or IDM Observer may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify retain a mental impression of any such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisionsconfidential information. The Company and the Employee consider Members acknowledge that a Member may have in conception or development technology or business opportunities which may be very similar or even identical to the Company’s confidential information and, so long as such Member abides by Section 10.4, neither such Member nor its designee Director or observer shall have any other restriction on such technology or business opportunities and the Company and the other Members shall have no rights in such technology or business opportunities. The Company and each of the Members also acknowledge and agree that (i) Xxxxx Xxxxxxxx Capital Advisors L.P. and its Affiliates (“Xxxxx Xxxxxxxx”) and EMG Investment, LLC and its Affiliates (“EMG”) manage investments in the energy industry in the ordinary course of business (such investments referred to as “Institutional Investments”) and that Xxxxx Xxxxxxxx and EMG may make Institutional Investments, even if such Institutional Investments are competitive with the Partnership’s and its Subsidiaries’ business; (ii) Oxy Holding Company (Pipeline), Inc. (“Oxy”) and its Affiliates engage in business that includes activities and business or strategic interests or investments that are related to, complement or compete with the businesses of the Company and its Subsidiaries and that Oxy and its Affiliates may engage in such activities or business; and (iii) Xxxxx Xxxxxxxx, EMG, Oxy and their respective Affiliates (A) shall not be prohibited, by virtue of its status as a Member or its designation of a Director or an observer, from pursuing or engaging in such Institutional Investments described in clause (i) above or activities or interests described in clause (ii) above, as applicable; (B) shall not be obligated, or have a duty, to inform or present to the Company or any of its Subsidiaries, of any opportunity, relationship or investment (and no other Member will acquire or be entitled to any interest or participation in any such opportunity, relationship or investment) and shall not be bound by the doctrine of corporate opportunity (or any analogous doctrine); and (C) shall not be deemed to have a conflict of interest with, or to have breached this Section 11.1 or any duty (if any), whether express or implied by law, to, the Company or its Affiliates or any other Member by reason of such Member’s (or any of its Representative’s or equity holder’s) involvement in such activities or interests; provided, that in all cases, such Institutional Investments are not in violation of the provisions of Section 10.4 or the second sentence of this Section 11.1. Each of the Members confirms that the restrictions contained in this Section 10 to be 11.1 are reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable valid and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice all defenses to the Company, elect to waive his Transaction Bonus and strict enforcement thereof are hereby waived by each of the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentMembers.

Non-Competition. In consideration connection with the acquisition of this the Company by Parent pursuant to the terms of the Merger Agreement, the Employee --------------- Covenantee hereby agrees that, that during the Employment Term, period commencing on the date hereof and ending on the second anniversary of the date on which the Covenantee's employment with the Parent and its subsidiaries and affiliates terminates for one year thereafter, unless any reason (the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c"Non-Compete Period"), he will not, without the Employee shall not act express written consent of the Parent, directly or indirectly, anywhere in the United States or Canada, engage in any activity which is, or participate or invest in, or provide or facilitate the provision of financing to, or assist (whether as a proprietorowner, investorpart-owner, shareholder, member, partner, director, officer, trustee, employee, substantial stockholder, agent or consultant, or partner in any business engaged to a material extent other capacity), any business, organization or person other than the Parent (or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive with any of the business, activities, products or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the manufacture Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes of this Section 2(a), the Parent's "Field of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the contrary, the Covenantee shall not be prohibited from participating, directly or indirectly, in any activity or business (ai) mattresses with Internet operations outside the health care fields, including but not limited to companies providing non-health care goods or other bedding products services through the Internet or providing e-commerce services or content that is not a Competitive Business; or (bii) related to health care services, other than on-line or Internet-based or related businesses. Notwithstanding anything herein to the contrary, the Covenantee may make passive investments in any other products enterprise the shares of which constitute more are publicly traded if such investment constitutes less than ten five percent (105%) of the Company's revenues at the time in direct competition with the Company in any market. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmententerprise.

Non-Competition. In consideration A. Employee is familiar with the 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 the broadcast industry. Employee recognizes that the value of Company's business would be injured if Employee obtained comparable employment with any of Company's competitors which own broadcast properties within any of the markets in which the Company owns 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. For purposes of this AgreementSection 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 --------------- agrees thatfurther 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 "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 Employment Non-Competition Term, and for one year thereafter, unless the Employee has waived the Transaction Bonus and the equity considerations described any person or entity in Subsections 6(b) and 6(c), the Employee shall not act broadcast markets in which Company owns no broadcast properties as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business engaged to a material extent in the manufacture or sale of (a) mattresses or other bedding products or (b) any other products which constitute more than ten percent (10%) of the Company's revenues at the time in direct competition with the Company in any market. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), day on which this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect Agreement expires/terminates or as of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of before a Change of ControlControl is consummated, the Employee maywhichever is applicable. Furthermore, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 12 shall be void upon his termination not 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 employmentControl becomes effective.

Non-Competition. In consideration Grantee acknowledges and agrees that (a) at all times while Grantee is employed with Employer, Grantee shall pursue all appropriate business opportunities of this AgreementEmployer exclusively through Employer and (b) Employer would be irreparably damaged if Grantee (or, the Employee --------------- if applicable, any of Grantee’s controlled Affiliates) were to provide services to any Person (including Grantee) engaged in a Restricted Business (as defined below) and that such competition by Grantee (or, if applicable, any of Grantee’s controlled Affiliates) would result in a significant loss of goodwill by Employer. Therefore, Grantee agrees that, that during the Employment Termperiod commencing on the Effective Date and ending on the second anniversary of the date on which Grantee’s employment with Employer terminates for any reason, and for one year thereafter, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), the Employee Grantee shall not act (and, as a proprietorapplicable, investorshall cause each of Grantee’s controlled Affiliates not to) directly or indirectly through another Person own any interest in, manage, control, participate in (whether as an officer, director, officermanager, employee, substantial stockholderpartner, equity holder, member, agent, advisor, individual independent contractor, consultant, representative or partner otherwise), consult with, represent, render services for, or in any business engaged to a material extent other manner engage in the manufacture or sale Restricted Business in any geographic area where EOC Parent, EGH and their respective controlled affiliates conducts it; provided, that nothing herein shall prohibit Grantee and any of (a) mattresses or other bedding products or (b) any other products which constitute Grantee’s controlled Affiliates, as applicable, from being a passive owner of not more than ten two percent (102%) of the Company's revenues at the time in direct competition with the Company in outstanding stock of any market. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination class of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect a corporation or entity which is publicly traded so long as Grantee (or any of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. NeverthelessGrantee’s controlled Affiliates, if applicable) does not have any aspect of these restrictions is found to be unreasonable active participation in the management or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employment.other

Non-Competition. In consideration of this Agreement, the Employee --------------- The Grantee covenants and agrees that, that during the Grantee’s Employment Term, and for one year thereaftera period of twelve (12) months (and such period shall be tolled on a day-to-day basis for each day during which the Grantee participates in any activity in violation of the restrictions set forth in this Section 10(a)) following the termination of the Grantee’s Employment, unless whether such termination occurs at the Employee has waived insistence of the Transaction Bonus and Company or its Affiliates or the equity considerations described in Subsections 6(b) and 6(cGrantee (for whatever reason), the Employee shall not act Grantee will not, directly or indirectly, alone or in association with others, anywhere in the Territory (as a proprietordefined below), investorown, directormanage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, substantial stockholderinvestor, principal, joint venturer, shareholder, partner, director, consultant, agent or partner otherwise with, or have any financial interest (through stock or other equity ownership, investment of capital, the lending of money or otherwise) in, any business, venture or activity that directly or indirectly competes, or is in planning, or has undertaken any preparation, to compete, with the Business of the Company or any of its Immediate Affiliates (any Person who engages in any such business engaged venture or activity, a “Competitor”), except that nothing contained in this Section 10(a) shall prevent the Grantee’s wholly passive ownership of two percent (2%) or less of the equity securities of any Competitor that is a publicly-traded company. For purposes of this Section 10(a), the “Business of the Company or any of its Immediate Affiliates” is that of arts and crafts, or framing specialty retailer or wholesaler providing materials, ideas and education for creative activities, or framing, as well as any other business that the Company or any of its Immediate Affiliates conducts or is actively planning to a material extent in conduct at any time during the manufacture Grantee’s Employment, or with respect to the Grantee’s obligations following the termination of the Grantee’s Employment the twelve (12) months immediately preceding the termination of the Grantee’s Employment; provided, that the term “Competitor” shall not include any business, venture or activity whose gross receipts derived from the retail or wholesale sale of arts and crafts, or framing products and services (a) mattresses or other bedding aggregated with the gross receipts derived from the retail and wholesale sale of such products or (bany related business, venture or activity) any other products which constitute more are less than ten percent (10%) of the Company's revenues at the time in direct competition with the Company in any marketaggregate gross receipts of such businesses, ventures or activities. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions For purposes of this Section 1010(a), the “Territory” is comprised of those states within the United States, those provinces of Canada, and that any other geographic area in which the Employee has had reasonable Company or any of its Immediate Affiliates was doing business or actively planning to do business at any time to consider during the effect of these provisionsGrantee’s Employment, and that the Employee was encouraged to and had an opportunity to consult an attorney or with respect to these provisionsthe Grantee’s obligations following his or her termination of Employment the twelve (12) months immediately preceding the termination of the Grantee’s Employment. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach For purposes of this Section 10 by Section, “Immediate Affiliates” means those Affiliates which are one of the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond following: (i) a direct or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date indirect subsidiary of a Change of Control, the Employee may, by written notice to the Company, elect (ii) a parent to waive his Transaction Bonus and the equity considerations described in Subsections 6(bCompany or (iii) and 6(c). Such waiver shall be irrevocable. In the event a direct or indirect subsidiary of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentparent.

Non-Competition. In consideration of this Agreement, and for other good and valuable consideration provided hereunder, the Employee --------------- receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment with the Employment Company and for a period of (12) twelve months thereafter, Executive shall not, without the prior written consent of the Company, directly or indirectly, engage in or become associated with a Competitive Activity. For purposes of this Section 2(b): (i) a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Term, and for one year thereafterprovided such business or endeavor is in the United States, unless or in any foreign jurisdiction in which the Employee Company provides, or has waived provided during the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c)Term, the Employee relevant Company Products or Services, and (ii) Executive shall not act be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as a proprietoran owner, investorprincipal, employee, officer, director, officerindependent contractor, employeerepresentative, substantial stockholder, consultantfinancial backer, agent, partner, member, advisor, lender, consultant or partner in any business other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged to in a material extent Competitive Activity. Notwithstanding anything else in this Section 2(b:, (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the manufacture or sale of Competitive Activity, (aii) mattresses or other bedding products or (b) any other products which constitute more than ten Executive may own, for investment purposes only, up to five percent (105%) of the Company's revenues at outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the time in direct competition stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company in for any market. Ifreason other than Executive’s death, howeverDisability or Cause, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c)or by Executive for Good Reason, this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider then the restrictions contained in this Section 10 2(b) shall lapse, and (iv) Executive shall only be subject to be reasonable and necessary. Nevertheless, if any aspect of these the restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of contained in this Section 10 2(b) to the extent the activity that would otherwise be prohibited by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of this section poses a Change of Control, the Employee may, by written notice reasonable competitive threat to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver which determination shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with made by the Company as set forth in this Section 10 shall be void upon his termination of employmentgood faith.

Non-Competition. In consideration of As a condition to receiving any benefits pursuant to this Agreement, the Employee --------------- agrees that, that during the Employment Term, Employee’s period of employment and for one year thereafter, unless through the Employee has waived first anniversary of the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c)Employee’s Date of Termination, the Employee shall not act engage in or become associated with any Competitive Activity. For purposes of this Section 9, a “Competitive Activity” shall mean any business or other endeavor that engages in any country in which the Company or its subsidiaries have business operations in a business that directly or indirectly competes with all or any substantial part of any of the business in which the Company or its subsidiaries is engaged at the time of the Employee’s Date of Termination. The Employee shall be considered to have become “engaged” or “associated” with a Competitive Activity if the Employee becomes involved as a proprietoran owner, investoremployee, officer, director, officerindependent contractor, employeeagent, substantial stockholderpartner, consultantadvisor, lender, or partner in any business engaged to a material extent in other capacity calling for the manufacture rendition of the Employee’s personal services, either alone or sale of (a) mattresses with any individual, partnership, corporation or other bedding products organization that is engaged in a Competitive Activity and the Employee’s involvement relates in any respect to the Competitive Activity of such entity; provided, however, that the Employee shall not be prohibited from owning less than two percent of any publicly traded corporation, whether or (b) any other products which constitute more than ten percent (10%) of the Company's revenues at the time not such corporation is in direct competition with the Company in any marketCompany. If, howeverat any time, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 109 shall be determined to be invalid or unenforceable, and that the Employee has had reasonable time by reason of being vague or unreasonable as to consider the effect area, duration or scope of these provisionsactivity, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as determined to be reasonable and enforceable andby the court or other body having jurisdiction over the matter, and the Employee agrees that this Section 9 as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver amended shall be irrevocable. In the event of such a waiver, the Employee's agreement valid and binding as though any invalid or unenforceable provision had not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentbeen included herein.

Non-Competition. In consideration Grantee acknowledges and agrees that (a) at all times while Grantee is employed with the Company Group, Grantee shall pursue all appropriate business opportunities of this Agreementthe Company Group exclusively through the Company Group and (b) the Company Group would be irreparably damaged if Grantee (or, if applicable, any of Grantee’s controlled Affiliates) were to provide services to any Person (including Grantee) engaged in a Restricted Business (as defined below) and that such competition by Grantee (or, if applicable, any of Grantee’s controlled Affiliates) would result in a significant loss of goodwill by the Company Group. Therefore, Grantee agrees that during the period commencing on the Effective Date and ending on the first (1st) anniversary of the date on which Grantee or any Grantee’s Affiliates cease to be direct or indirect members of EOC Parent or, if earlier, the Employee --------------- agrees thatfirst (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, during the Employment Term, and for one year thereafter, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), the Employee Grantee shall not act (and, as a proprietorapplicable, investorshall cause each of his controlled Affiliates not to) directly or indirectly through another Person own any interest in, manage, control, participate in (whether as an officer, director, officermanager, employee, substantial stockholderpartner, equity holder, member, agent, advisor, individual independent contractor, consultant, representative or partner otherwise), consult with, represent, render services for, or in any business engaged to a material extent other manner engage in the manufacture or sale Restricted Business in any geographic area where the Company Group conducts it; provided, that nothing herein shall prohibit Grantee (and any of his controlled Affiliates, as applicable) from (ai) mattresses or other bedding products or (b) any other products which constitute being a passive owner of not more than ten two percent (102%) of the Company's revenues at the time in direct competition with the Company in outstanding stock of any market. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination class of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect a corporation or entity which is publicly traded so long as Grantee (or any of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. NeverthelessGrantee’s controlled Affiliates, if applicable) does not have any aspect active participation in the management or other business of these restrictions is found to be unreasonable such corporation or entity or (ii) being employed by or otherwise unenforceable by providing services to any corporation or entity, a court division or subsidiary of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employment.is engaged

Non-Competition. In consideration The Lessee acknowledges that upon and after any termination of this AgreementLease, 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 Employee --------------- Lessee agrees that, during from and after the Employment Termend of 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 this Lease on account of a Lease Default, and for one year thereafter, unless without the Employee has waived prior written consent of the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(cLessor (which consent shall not be unreasonably withheld or delayed), no member of the Employee Leasing Group nor any Subsidiary of any member of the Leasing Group (collectively, the "Limited Parties") shall not act 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 use included within the definition of the Primary Intended Use), center, unit or program (or in any Person engaged in any such activity or any related activity competitive therewith), 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 proprietoran officer, director, owner, employee, agent, advisor, independent contractor, developer, lender, sponsor, venture capitalist, administrator, manager, investor, directorpartner, officerjoint venturer, employee, substantial stockholder, consultant, consultant or partner other participant in any business engaged capacity whatsoever with respect to a material extent in the manufacture or sale of an assisted living facility (a) mattresses or other bedding products facility operated for any use included within the definition of Primary Intended Use), center, unit or program located within a seven (b7) any other products which constitute more than ten percent (10%) mile radius of the Company's revenues at Leased Property. The Lessee hereby acknowledges and agrees that none of the time in direct competition with span, scope or area covered by the Company in any market. If, however, foregoing restrictive covenants is or are unreasonable and that it is the Employee has waived specific intent of the Transaction Bonus Lessee that each and all of the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete restrictive covenants set forth hereinabove shall be void upon the Employee's termination of employmentvalid and enforceable as specifically set forth herein. The Employee understands Lessee further agrees that these restrictions are special, unique, extraordinary and reasonably necessary for the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect protection of the provisions of this Section 10, Lessor and any Purchaser and that the Employee has had reasonable time violation of any such covenant by any of the Limited Parties would cause irreparable damage to consider the effect of these provisions, Lessor and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to any Purchaser for which a legal remedy alone would not be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue fully protect such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentparties.

Non-Competition. In consideration From the Closing Date until the third (3rd) anniversary of this Agreementthe Closing Date, the Employee --------------- agrees that, during the Employment Term, and for one year thereafter, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), the Employee Sellers shall not act as a proprietorown, investormanage, directoroperate, officer, employee, substantial stockholder, consultant, control or partner in any business engaged to a material extent participate in the manufacture ownership, management, operation or sale control of any business, whether in corporate, proprietorship or partnership form or otherwise, that is engaged, directly or indirectly, in the business of (a) mattresses or other bedding products 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 other products which constitute more than ten percent such business referred to under clause (10%a) of the Company's revenues at the time in direct competition with the Company in any market. Ifor (b), a “Restricted Business”); provided, however, that the Employee has waived restrictions contained in this Section 5.11 shall not restrict (i) the Transaction Bonus Sellers from acting as a “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, (ii) any activities of Capmark Bank, (iii) the Sellers from engaging in servicing (A) any Mortgage loans held by any Seller or 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 than the equity considerations described in Subsections 6(b) Servicing Agreements, including New Markets Tax Credits, military housing, and 6(caffordable housing mortgage loans or bonds related to the low income housing tax credit business (for purposes of this clause (iii), this covenant the term “Affiliate” shall not to compete shall be void upon include any Person that Controls Parent or any Person (other than Sellers and any Person Controlled by any Seller) Controlled by such Person), (iv) any third party who acquires any Seller or Affiliate of the Employee's termination Sellers by way of employmenta merger, consolidation, combination with, or acquisition of a material portion of the Properties of a Seller or (v) the acquisition by the Sellers and their respective Affiliates of (in the aggregate) less than 2% of the outstanding capital stock of any publicly traded company engaged in a Restricted Business. The Employee understands Parties acknowledge and agree that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided any remedy at Law for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect any breach of the provisions of this Section 105.11 may be inadequate, and hereby consent to the granting by any court of an injunction or other equitable relief, without the necessity of actual monetary loss being proved, in order that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will such provision may be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmenteffectively restrained.

Non-Competition. In consideration of this AgreementAt all times while the Executive is employed by the Company and for any Post- Employment Non-Compete Period (defined below) elected by the Company, the Employee --------------- agrees thatExecutive shall not, during the Employment Termdirectly or indirectly, and for one year thereafterengage in or have any interest in any sole proprietorship, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c)partnership, the Employee shall not act corporation or business or any other person or entity (whether as a proprietoran employee, investorofficer, director, officerpartner, employeeagent, substantial stockholdersecurity holder, consultantcreditor, consultant or partner otherwise) that directly or indirectly (or through any affiliated entity) engages in any business engaged to a material extent in the manufacture or sale of (a) mattresses or other bedding products or (b) any other products which constitute more than ten percent (10%) of the Company's revenues at the time in direct competition with the Company (based on the business in any market. If, however, which the Employee has waived Company was engaged or was actively planning on being engaged as of the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon date of termination of the Employee's ’s employment and in the geographic areas in which the Company operated or was actively planning on operating as of date of termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability ’s employment); provided that such provision shall not apply to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from Executive’s ownership of Common Stock of the Company hereunder than or the Employee would otherwise receive to justify such restriction. The Employee acknowledges acquisition by the Executive, solely as an investment, of securities of any issuer that the Employee understands the effect is registered under Section 12(b) or 12(g) of the provisions Securities Exchange Act of this Section 101934, as amended, and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the Employee has had reasonable time 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. As used herein, the “Post Employment Non- Compete Period” shall be any period up to consider one year immediately following the effect of these provisions, and Termination Date that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained may elect, in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the courtits complete discretion, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice subject to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as restrictive covenant set forth in this Section 6.1. For the avoidance of doubt, the Company may elect not to have any Post Employment Non-Compete Period apply. Within 10 days after the Termination Date, the Company shall be void upon notify Executive in writing whether or 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 termination of employmentBase Salary hereunder, in the same amount and manner as if Executive was still employed by the Company.

Non-Competition. In consideration of this Agreement, the Employee --------------- The Grantee covenants and agrees that, that during the Grantee’s Employment Term, and for one year thereaftera period of the longer of (and such period shall be tolled on a day-to-day basis for each day during which the Grantee participates in any activity in violation of the restrictions set forth in this Section 11(a)) (i) the remaining vesting period with respect to any Company restricted stock awards held by Grantee or (ii) twelve (12) months following the Grantee’s termination of Employment, unless whether such termination occurs at the Employee has waived insistence of the Transaction Bonus and Company or its Affiliates or the equity considerations described in Subsections 6(b) and 6(cGrantee (for whatever reason), the Employee shall not act Grantee will not, directly or indirectly, alone or in association with others, anywhere in the Territory (as a proprietordefined below), investorown, directormanage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, substantial stockholderinvestor, principal, joint venturer, shareholder, partner, director, consultant, agent or partner otherwise with, or have any financial interest (through stock or other equity ownership, investment of capital, the lending of money or otherwise) in, any business, venture or activity that directly or indirectly competes, or is in planning, or has undertaken any preparation, to compete, with the Business of the Company or any of its Immediate Affiliates (any Person who engages in any such business engaged venture or activity, a “Competitor”), except that nothing contained in this Section 11(a) shall prevent the Grantee’s wholly passive ownership of two percent (2%) or less of the equity securities of any Competitor that is a publicly-traded company. For purposes of this Section 11(a), the “Business of the Company or any of its Immediate Affiliates” is that of arts and crafts specialty retailer providing materials, ideas and education for creative activities, as well as any other business that the Company or any of its Immediate Affiliates conducts or is actively planning to a material extent in conduct at any time during the manufacture Grantee’s Employment, or with respect to the Grantee’s obligations following his or her termination of Employment, the twelve (12) months immediately preceding the Grantee’s termination of Employment; provided, that the term “Competitor” shall not include any business, venture or activity whose gross receipts derived from the retail sale of arts and crafts products (aaggregated with the gross receipts derived from the retail sale of arts and crafts projects of any related business, venture or activity) mattresses or other bedding products or (b) any other products which constitute more are less than ten percent (10%) of the Company's revenues at the time in direct competition with the Company in any marketaggregate gross receipts of such businesses, ventures or activities. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions For purposes of this Section 1011(a), the “Territory” is comprised of those states within the United States, those provinces of Canada, and that any other geographic area in which the Employee has had reasonable Company or any of its Immediate Affiliates was doing business or actively planning to do business at any time to consider during the effect of these provisionsGrantee’s Employment, and that the Employee was encouraged to and had an opportunity to consult an attorney or with respect to these provisionsthe Grantee’s obligations following his or her termination of Employment the twelve (12) months immediately preceding the Grantee’s termination of Employment. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach For purposes of this Section 10 by Section, “Immediate Affiliates” means those Affiliates which are one of the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond following: (i) a direct or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date indirect subsidiary of a Change of Control, the Employee may, by written notice to the Company, elect (ii) a parent to waive his Transaction Bonus and the equity considerations described in Subsections 6(bCompany or (iii) and 6(c). Such waiver shall be irrevocable. In the event a direct or indirect subsidiary of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentparent.

Non-Competition. (a) In consideration of the benefits of this Agreement to the Principal Stockholder and in order to induce RCGI to enter into this Agreement, the Employee --------------- Principal Stockholder hereby covenants and agrees thatthat from and after the Closing and until the later of (i) the third anniversary of the Closing Date and (ii) one (1) year after the termination of the Principal Stockholder's employment by the Company, during the Employment TermPrincipal Stockholder shall not, and for one year thereaftershall cause any employee or Affiliate not to, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c)directly or indirectly, the Employee shall not act as a proprietorpartner, investorstockholder, director, officer, employee, substantial stockholder, consultant, joint venturer, investor or partner in any business engaged to a material extent other capacity, engage in, or own, manage, operate or control, or participate in the manufacture ownership, management, operation or control of, any business or entity which engages anywhere in the United States of America in (x) the sale of (a) mattresses or other bedding products crop production inputs and services at retail or (by) any other products which constitute more than ten percent (10%) the sale of the Company's revenues crop production inputs set forth in Schedule 6.2.2 at the time in direct competition with the Company in any market. Ifwholesale (a "Competing Business"); provided, however, that nothing herein shall prohibit the Employee has waived the Transaction Bonus Principal Stockholder from (i) owning not more than 5.0% of any class of securities of a publicly traded entity in a Competing Business, (ii) acquiring and the equity considerations described following such acquisition, actively engaging in, any business enterprise partially engaged in Subsections 6(b) and 6(c)a Competing Business, this covenant so long as not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder more than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect 20% of the provisions fair market value of this Section 10such business, as determined in good faith by the Principal Stockholder and certified to RCGI by the Principal Stockholder, is attributable to such Competing Business, or (iii) acquiring, and following such acquisition, actively engaging in, any business enterprise partially engaged in a Competing Business, provided that if more than 20% of the Employee has had reasonable time fair market value of such business, as determined in good faith by the Principal Stockholder and certified to consider RCGI by the effect Principal Stockholder, is attributable to such Competing Business, then such business shall divest itself of these provisionsthe subsidiary, division, group, franchise or segment which engages in such Competing Business as soon as practicable after the date of such acquisition, and provided, further, that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 any purchase intended to be reasonable and necessary. Neverthelessaccounted for as a pooling of interests under GAAP or treated for federal income tax purposes as a tax-free reorganization, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for no such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver divestiture shall be irrevocable. In required until, in the event reasonable opinion of the acquiror, such divestiture would no longer endanger the accounting of such acquisition as a waiver, pooling of interests under GAAP or the Employee's agreement not to compete with the Company treatment for federal income tax purposes of such acquisition as set forth in this Section 10 shall be void upon his termination of employmenta tax-free reorganization.

Non-Competition. In consideration During the term of this Agreement, the Employee --------------- agrees that, during the Employment Term, and for a period of one year thereafter, unless following the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(ctermination of this Agreement (except as provided below), the Employee shall Executive Chairman will not, without the prior written consent of the Company, which may be withheld at the Company’s sole discretion, directly or indirectly, for the Executive Chairman’s own benefit or for the benefit of any other individual or entity other than the Company: (i) operate, conduct, or engage in, or prepare to operate, conduct, or engage in any business or part thereof that develops, manufactures, markets, licenses, sells or provides any product or service that competes with any product or service developed, manufactured, marketed, licensed, sold or provided, or planned to be developed, manufactured, marketed, licensed, sold or provided, by the Company, in each case at any time during the period the Executive Chairman is the Executive Chairman of the Board (the “Business”); (ii) own, finance, or invest in (except as the holder of not act more than one percent of the outstanding stock of a publicly-held company) any Business, or (iii) participate in, render services to, or assist any person or entity that engages in or is preparing to engage in the Business in any capacity (whether as a proprietoran employee, investorconsultant, contractor, partner, officer, director, officer, employee, substantial stockholder, consultant, or partner in otherwise) (x) which involves the same or similar types of services the Executive Chairman performed for the Company at any business engaged to a material extent in time during the manufacture or sale of (a) mattresses or other bedding products or (b) any other products which constitute more than ten percent (10%) of the Company's revenues at the time in direct competition Executive Chairman’s engagement with the Company or (y) in any marketwhich the Executive Chairman could reasonably be expected to use or disclose Confidential Information. If, howeverNotwithstanding anything to the contrary contained in this Agreement, the Employee has waived the Transaction Bonus Current Affiliates (as defined in Exhibit B, attached hereto and the equity considerations described in Subsections 6(b) and 6(cincorporated by reference), this covenant individually and collectively, are deemed not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration a Business and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10, and that 7.2 shall not apply to the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney Executive Chairman with respect to these provisions. The Company any interest, position, employment, affiliation or relationship the Executive Chairman has or may have in or with any of the Current Affiliates and the Employee consider Executive Chairman may maintain interests in and continue affiliations and relationships with the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforcedCurrent Affiliates. In addition, but without limiting the event generality of a breach the foregoing, except for the Executive Chairman’s current or threatened breach of this Section 10 future interest in or position, employment, affiliation or relationship with Thrive Sciences, Inc. or other Current Affiliates and except as otherwise agreed to in writing by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus the Executive Chairman covenants and agrees during the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event term of such a waiver, the Employee's agreement this Agreement not to compete enter into any consulting or employment relationship in the field of NGS assays and in vitro diagnostics with the Company as set forth in this Section 10 shall be void upon his termination of employmentany third party commercial entity.

Non-Competition. In consideration of this Agreementthe Company’s promise to disclose, and disclosure of, its Confidential Information and other good and valuable consideration provided hereunder, the Employee --------------- receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that: Until the end of the Salary Continuation Period, defined above in Section 1(d)(i) (the “Restricted Period”), Executive shall not, anywhere in the Restricted Territory, directly or indirectly, 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 Employment Termcourse 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 for one year thereafter(iii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c)principal, the Employee shall not act as a proprietoremployee, investorofficer, director, officerindependent contractor, employeerepresentative, substantial stockholder, consultantfinancial backer, agent, partner, advisor, lender, or partner in any business engaged to a material extent in the manufacture other individual or sale of (a) mattresses representative capacity with any individual, partnership, corporation or other bedding products or (b) any other products which constitute more organization that is engaged in a Competitive Activity. Notwithstanding the foregoing, Executive may make and retain investments during the Restricted Period, for investment purposes only, in less than ten five percent (10%) of the Company's revenues at the time outstanding capital stock of any publicly-traded corporation engaged in direct competition with the Company in any market. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination a Competitive Activity if stock of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions corporation is found to be unreasonable either listed on a national stock exchange or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of NASDAQ National Market System if Executive is not otherwise affiliated with such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentcorporation.

Non-Competition. In consideration of this Agreement, The Executive agrees that the Employee --------------- agrees thatExecutive will not, during the Employment Term"Restrictive Period", and for one year thereafteras defined below, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c)engage in, the Employee shall not or otherwise directly or indirectly be employed by, or act as a proprietorconsultant or lender to, investor, or be a director, officer, employee, substantial stockholderowner, consultantco-venturer, member or partner of, or partner in use or expressly permit the Executive's name to be used by (collectively an "Engagement With"), any business, entity or organization which has a primary line of business engaged to a material extent (i.e. representing more than 4.9% of its revenue) involving the sale at retail, whether from store locations, and/or by or from direct mail, catalogues and/or websites, of party goods and/or supplies anywhere in the manufacture or sale of United States (a) mattresses or other bedding products or (b) any other products which constitute more than ten percent (10%) of the Company's revenues at the time in direct competition with the Company in any market. Ifa "Competing Entity"); provided, however, the Employee has waived the Transaction Bonus and the equity considerations described that in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of each case the provisions of this Section 108(a) will not be deemed breached merely because the Executive owns not more than five percent (5.0%) of the outstanding common stock of a Competing Entity, if, at the time of its acquisition by the Executive, such stock is listed on a national securities exchange, is reported on NASDAQ, or is regularly traded in the over-the-counter market by a member of a national securities exchange; and provided, further, however, that, subject to the provisions of Section 8(b), nothing herein shall prevent the Executive from working for a business segment or department of a Competing Entity, or a subsidiary, division or other entity that controls or is controlled by a Competing Entity if (and only if), the business segment or department of the Competing Entity for which the Executive provides services, or the subsidiary, division or other entity by which the Executive has an Engagement With (as the case may be), (1) does not itself compete with the Company, and that (2) the Employee has had reasonable time Executive does not provide any services, advice, assistance and/or guidance to consider any business segment or department, subsidiary, division, or other entity of the effect of these provisions, and that Competing Entity which competes with the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisionsCompany. The Company and the Employee consider the restrictions contained As used in this Section 10 the "Restrictive Period" shall be (i) the period the Executive is employed by the Company and (ii) the period of one (1) year after the Executive ceases to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified employed by the courtCompany for any reason, to be fully enforced. In or, in the event case of a breach or threatened breach of this Section 10 by the Employee, Executive's Engagement With any Competing Entity that operates retail stores which are located in any states where the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending has retail stores on the date of a Change the Executive's cessation of Controlemployment, the Employee may, period of eighteen (18) months period after the Executive ceases to be employed by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentfor any reason.

Non-Competition. In consideration of this Agreement, the Employee --------------- The Optionee covenants and agrees that, that during the Optionee’s Employment Term, and for one year thereaftera period of twelve (12) months (and such period shall be tolled on a day-to-day basis for each day during which the Optionee participates in any activity in violation of the restrictions set forth in this Section 5(a)) following the Optionee’s termination of Employment, unless whether such termination occurs at the Employee has waived insistence of the Transaction Bonus and Company or its Affiliates or the equity considerations described in Subsections 6(b) and 6(cOptionee (for whatever reason), the Employee shall not act Optionee will not, directly or indirectly, alone or in association with others, anywhere in the Territory (as a proprietordefined below), investorown, directormanage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, substantial stockholderinvestor, principal, joint venturer, shareholder, partner, director, consultant, agent or partner otherwise with, or have any financial interest (through stock or other equity ownership, investment of capital, the lending of money or otherwise) in, any business, venture or activity that directly or indirectly competes, or is in planning, or has undertaken any preparation, to compete, with the Business of the Company or any of its Immediate Affiliates (any Person who engages in any such business engaged venture or activity, a “Competitor”), except that nothing contained in this Section 5(a) shall prevent the Optionee’s wholly passive ownership of two percent (2%) or less of the equity securities of any Competitor that is a publicly-traded company. For purposes of this Section 5(a), the “Business of the Company or any of its Immediate Affiliates” is that of arts and crafts specialty retailer providing materials, ideas and education for creative activities, as well as any other business that the Company or any of its Immediate Affiliates conducts or is actively planning to a material extent in conduct at any time during the manufacture Optionee’s Employment, or with respect to the Optionee’s obligations following his or her termination of Employment the twelve (12) months immediately preceding the Optionee’s termination of Employment; provided, that the term “Competitor” shall not include any business, venture or activity whose gross receipts derived from the retail sale of arts and crafts products (aaggregated with the gross receipts derived from the retail sale of arts and crafts projects of any related business, venture or activity) mattresses or other bedding products or (b) any other products which constitute more are less than ten percent (10%) of the Company's revenues at the time in direct competition with the Company in any marketaggregate gross receipts of such businesses, ventures or activities. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions For purposes of this Section 105(a), the “Territory” is comprised of those states within the United States, those provinces of Canada, and that any other geographic area in which the Employee has had reasonable Company or any of its Immediate Affiliates was doing business or actively planning to do business at any time to consider during the effect of these provisionsOptionee’s Employment, and that the Employee was encouraged to and had an opportunity to consult an attorney or with respect to these provisionsthe Optionee’s obligations following his or her termination of Employment the twelve (12) months immediately preceding the Optionee’s termination of Employment. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach For purposes of this Section 10 by Section, “Immediate Affiliates” means those Affiliates which are one of the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond following: (i) a direct or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date indirect subsidiary of a Change of Control, the Employee may, by written notice to the Company, elect (ii) a parent to waive his Transaction Bonus and the equity considerations described in Subsections 6(bCompany or (iii) and 6(c). Such waiver shall be irrevocable. In the event a direct or indirect subsidiary of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentparent.

Non-Competition. In consideration of this Agreement, the Employee --------------- The Optionee covenants and agrees that, that during the Optionee’s Employment Term, and for one year thereaftera period of twenty-four (24) months (and such period shall be tolled on a day-to-day basis for each day during which the Optionee participates in any activity in violation of the restrictions set forth in this Section 5(a)) following the Optionee’s termination of Employment, unless whether such termination occurs at the Employee has waived insistence of the Transaction Bonus and Company or its Affiliates or the equity considerations described in Subsections 6(b) and 6(cOptionee (for whatever reason), the Employee shall not act Optionee will not, directly or indirectly, alone or in association with others, anywhere in the Territory (as a proprietordefined below), investorown, directormanage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, substantial stockholderinvestor, principal, joint venturer, shareholder, partner, director, consultant, agent or partner otherwise with, or have any financial interest (through stock or other equity ownership, investment of capital, the lending of money or otherwise) in, any business, venture or activity that directly or indirectly competes, or is in planning, or has undertaken any preparation, to compete, with the Business of the Company or any of its Immediate Affiliates (any Person who engages in any such business engaged to venture or activity, a material extent “Competitor”), except that nothing contained in this Section 5(a) shall prevent the manufacture Optionee’s wholly passive ownership of two percent (2%) or sale less of the equity securities of any Competitor that is a publicly-traded company. For purposes of this Section 5(a), the “Business of the Company or any of its Immediate Affiliates” is that of (ai) mattresses or other bedding products or arts and crafts, (bii) framing specialty retailer, (iii) wholesaler providing materials, ideas and education for (x) creative activities, and (y) framing, as well as (iv) any other business that the Company or any of its Immediate Affiliates conducts or is actively planning to conduct at any time during the Optionee’s Employment, or with respect to the Optionee’s obligations following his or her termination of Employment the twelve (12) months immediately preceding the Optionee’s termination of Employment; provided, that the term “Competitor” shall not include any business, venture or activity whose gross receipts derived from the retail or wholesale sale of arts and crafts, or framing products which constitute more and services (aggregated with the gross receipts derived from the retail and wholesale sale of such products or any related business, venture or activity) are less than ten percent (10%) of the Company's revenues at the time in direct competition with the Company in any marketaggregate gross receipts of such businesses, ventures or activities. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions For purposes of this Section 105(a), the “Territory” is comprised of those states within the United States, those provinces of Canada, and that any other geographic area in which the Employee has had reasonable Company or any of its Immediate Affiliates was doing business or actively planning to do business at any time to consider during the effect of these provisionsOptionee’s Employment, and that the Employee was encouraged to and had an opportunity to consult an attorney or with respect to these provisionsthe Optionee’s obligations following his or her termination of Employment the twelve (12) months immediately preceding the Optionee’s termination of Employment. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach For purposes of this Section 10 by Section, “Immediate Affiliates” means those Affiliates which are one of the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond following: (i) a direct or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date indirect subsidiary of a Change of Control, the Employee may, by written notice to the Company, elect (ii) a parent to waive his Transaction Bonus and the equity considerations described in Subsections 6(bCompany or (iii) and 6(c). Such waiver shall be irrevocable. In the event a direct or indirect subsidiary of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentparent.

Non-Competition. In consideration for the issuance to Harris of this Agreementshares of the Company pursuant to the Formation Agreement and the performance by Stratex of its obligations under the Agreements (collectively, the Employee --------------- “Non-Compete Consideration”), Harris agrees that, during the Employment Termperiod commencing on the date of this Agreement and ending on the fifth anniversary of the date hereof, Hxxxxx will not, and for one year thereafter, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), the Employee shall will not act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in permit any business engaged of its Subsidiaries to a material extent in the manufacture or sale of (a) mattresses engage, directly or indirectly, in the Restricted Business, (b) form any Person other bedding than the Company and its Subsidiaries (a “Covered Person”) or change or extend the current business activities of any existing Covered Person for the purpose of engaging, directly or indirectly, in the Restricted Business or (c) invest, directly or indirectly, in any Covered Person engaged, directly or indirectly, in the Restricted Business in any material respect; provided, however, that notwithstanding the foregoing Hxxxxx and/or its Subsidiaries may (i) collectively own less than 20% of the total equity interests in any Covered Person engaged in the Restricted Business as long as none of the employees of Hxxxxx or any of its Subsidiaries is involved in the management of such Covered Person, (ii) participate as a passive investor with no management rights in any investment fund that holds an ownership interests in Covered Persons engaged in the Restricted Business which is managed by Persons that are not Affiliates of Hxxxxx (each, an “Unaffiliated Person”) (x) with any employee benefit or retirement plan funds and (y) with any other funds subject, in the case of this clause (y) only, to a maximum interest in such investment fund of 15% and (iii) acquire a Covered Person or business unit of a Covered Person engaged in the Restricted Business if (x) the Restricted Business contributed less than 20% of such Covered Person’s or business unit’s, as applicable, total revenues (based on its latest annual audited financial statements, if available) and (y) such Covered Person or Hxxxxx, as applicable, divests or ceases to conduct the Restricted Business within 18 months after the acquisition date. Notwithstanding anything in this Agreement to the contrary, the defined term “Restricted Business” shall not include, and the prohibition contained in this Section 2 shall in no way prohibit Hxxxxx and/or its Subsidiaries from, (a) purchasing and reselling products produced by, and marked with the brands of, an Unaffiliated Person in connection with the sale, service, design or maintenance of a system that contains or uses microwave radios or related components, systems or services or (b) any other products which constitute more than ten percent (10%) of the Company's revenues at the time in direct competition with the Company in any market. Ifdeveloping, howevermanufacturing, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c)distributing or selling microwave radios or related components, this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided systems or services for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable use by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentGovernment Entities.

Non-Competition. In consideration (a) For a period of this Agreementtwo (2) years commencing on the Closing Date (the “Restricted Period”), Seller Parent shall not, and shall not permit any other Restricted Party to, directly or indirectly, (i) engage in the Employee --------------- agrees Exploitation of any (A) intravenous small molecule anti-hypertensive agent, (B) intravenous small molecule antiplatelet agent or (C) intravenous direct thrombin inhibitor anywhere in the world (the “Restricted Business”) or (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in any capacity, including as a partner, shareholder, member, principal, agent, trustee or consultant; provided, however, that, during notwithstanding the Employment Termforegoing, and for one year thereafter, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(bthis Section 9.10(a) and 6(c), the Employee shall not act as prohibit Seller Parent or any other Restricted Party or any of their respective Affiliates from (i) acquiring or owning securities of a proprietorPerson whose securities are publicly traded on a recognized securities exchange or quotation system representing not in excess of five percent (5%) of any class of such securities; (ii) after giving effect to the Transactions, investor, director, officer, employee, substantial stockholder, consultant, or partner continuing to engage in any business engaged to a material extent in the manufacture currently conducted by any Restricted Party or sale any of (a) mattresses their respective Affiliates, whether or other bedding not any one or more products or services associated with such business activities might be deemed to be competitive in some manner with the Restricted Business, including, for the avoidance of doubt, the Exploitation of the products and product candidates of Seller Parent and its Subsidiaries other than the Products and the utilization of the Excluded Assets, but excluding the development or commercialization of any product candidate competitive in some manner with the Restricted Business, it being understood and agreed that the product candidates set forth on Schedule 9.10 are not competitive with the Restricted Business; (biii) purchasing products or services from, or selling products or services to, or otherwise engaging in a subcontracting or commercial relationship with, an entity that is engaged in a Restricted Business; (iv) performing its obligations under this Agreement or any other products which constitute more Ancillary Agreement or otherwise taking actions in connection with the winding up of the Business; (v) acquiring any Person (or any interest therein), including through the creation of any joint venture or partnership, that engages, directly or indirectly, in a Restricted Business, if (x) in its last full fiscal year prior to such acquisition, the consolidated revenues of such Person from the Restricted Business constituted less than ten twenty percent (1020%) of the Company's total consolidated revenues at the time of such Person, or (y) in direct competition with the Company in any market. If, howeverits last full fiscal year prior to such acquisition, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination consolidated revenues of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits such Person from the Company hereunder Restricted Business constituted less than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect thirty-five percent (35%) of the provisions total consolidated revenues of this Section 10such Person and, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdictionfollowing such acquisition, the Parties intend for applicable Restricted Party uses, until the expiration of the Restricted Period, reasonable best efforts to sell that portion of the business of such restrictions Person as constitutes a Restricted Business; or (vi) acquiring rights to any product (whether by purchase, license or otherwise) that may be modified by such court so as to be reasonable and enforceable andused in a Restricted Business, as long as either such product is not so modified by employed or is a product that falls within the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as exception set forth in clause (v) of this sentence as if any such product was an acquired Person for purposes of such clause (v). For the avoidance of doubt, this Section 10 9.10(a) shall be void upon his termination not bind any purchaser of employmentall or substantially all of Seller Parent’s capital stock or assets, whether by merger, asset sale, stock sale or otherwise.

Non-Competition. In consideration The Grantee acknowledges and recognizes the highly competitive nature of this Agreement, the Employee --------------- business of the Company and accordingly agrees that, during that while Grantee is an employee of the Employment Term, Company and for the [one year thereafter, unless for VPs/6 months for Directors/3 months for managers] period following termination of such relationship for any reason (whether voluntary or involuntary) (the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c“Restricted Period”), the Employee Grantee shall not act not, as a proprietor, investor, director, officer, an employee, substantial stockholderindependent contractor, consultant, or partner in any business engaged other form, prepare to a material extent in provide or provide any of the manufacture same or sale of similar services that Grantee performed during his/her employment with (aor service to) mattresses or other bedding products or (b) Company for any other products which constitute more than ten percent individual, partnership, limited liability company, corporation, independent practice association, management services organization, or any other entity (10%collectively, “Person”) that competes in any way with the area of business of the Company's revenues at , or any of its subsidiaries or affiliates, in which Grantee worked and/or performed services. For purposes of the time above, 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 own, manage, control, operate, invest in, acquire an interest in, or otherwise engage in, act for, or act on behalf of any Person (other than Company and its subsidiaries and affiliates) engaged in direct competition 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 in or any marketof its subsidiaries or affiliates. If, howeverThe Grantee acknowledges that during the Restricted Period, the Employee has waived Grantee may be exposed to confidential information and/or trade secrets relating to business areas of the Transaction Bonus Company or any of its subsidiaries or affiliates that are different from and in addition to the equity considerations described areas in Subsections 6(b) which Grantee primarily works for Company (the “Additional Protected Areas of Business”). As a result, the Grantee agrees he/she shall not own, manage, control, operate, invest in, acquire an interest in, or otherwise act for, act on behalf, or provide the same or similar services to, any Person that engages in the Additional Protected Areas of Business. The Grantee acknowledges and 6(c), agrees that the geographical limitations and duration of this covenant not to compete shall be void upon are reasonable. To the Employee's termination of employment. The Employee understands extent that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 1010(a) conflict with any other agreement signed by Grantee relating to non-competition, the provisions that are most protective of the Company’s, and that the Employee has had reasonable time to consider the effect any of these provisionsits subsidiaries’ or affiliates’, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver interests shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentgovern.

Non-Competition. In consideration For a period of this Agreementeighteen (18) months from the Closing Date (the “Non-Competition Period”), the Employee --------------- agrees that, during the Employment TermSeller shall not, and for one year thereaftershall cause its Subsidiaries (other than the Transferred Subsidiaries) not to, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c)directly or indirectly, the Employee shall not act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business engaged to a material extent anywhere in the manufacture United States or sale of (a) mattresses or other bedding products or (b) within any other geographical area or territory in the world where the Business is presently being conducted, engage in the business of owning, licensing, developing, marketing, manufacturing, producing, selling or distributing intelligent bandwidth management solutions software and related products which constitute and services currently constituting the Business (the “Restricted Business”); provided, however, that in no event shall the Restricted Business be deemed to include the IQ Stream Business or any extension thereof. Notwithstanding the foregoing, nothing herein shall prohibit Seller or any of its Subsidiaries (other than the Transferred Subsidiaries) from (i) owning shares of any class of securities of Tejas Networks India Private Limited or any successor thereto representing not more than ten fifteen percent (1015%) of the Company's outstanding equity interests thereof (not taking into account any reduction in outstanding equity interests due to any stock buyback or otherwise), (ii) being a passive owner of not more than three percent (3%) of the outstanding shares of any class of securities of a Person that, directly or indirectly, engages in the Restricted Business, (iii) performing services for, licensing patents to or receiving services from Buyer or any of its Affiliates pursuant to the Related Agreements, (iv) acquiring, and after such acquisition, owning an interest in another Person (or its successor) who is engaged, directly or indirectly, in the Restricted Business if such Restricted Business generated less than the lesser of Seven Million Five Hundred Thousand Dollars ($7,500,000.00) of total consolidated annual revenues at and fifteen percent (15%) of such Person’s total consolidated annual revenues, in the time in direct competition with the Company last completed fiscal year; provided, that Seller sells, terminates or otherwise disposes of such Restricted Business within one (1) year, or (v) selling products to, servicing, soliciting or receiving products or services from or otherwise engaging in any market. Ifcommercial activities with (in each case, howeverin the ordinary course of business) a Person engaged in the Restricted Business or any customer, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c)supplier, this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect licensor or licensee of the provisions Restricted Business or Buyer so long as neither Seller nor any of this Section 10, and that its Subsidiaries engages in or participates in the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentRestricted Business.

Non-Competition. In consideration of this Agreement, the Employee --------------- The Grantee covenants and agrees that, that during the Grantee’s Employment Term, and for one year thereaftera period of twenty-four (24) months (and such period shall be tolled on a day-to-day basis for each day during which the Grantee participates in any activity in violation of the restrictions set forth in this Section 12(a)) following the termination of the Grantee’s Employment, unless whether such termination occurs at the Employee has waived insistence of the Transaction Bonus and Company or its Affiliates or the equity considerations described in Subsections 6(b) and 6(cGrantee (for whatever reason), the Employee shall not act Grantee will not, directly or indirectly, alone or in association with others, anywhere in the Territory (as a proprietordefined below), investorown, directormanage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, substantial stockholderinvestor, principal, joint venturer, shareholder, partner, director, consultant, agent or partner otherwise with, or have any financial interest (through stock or other equity ownership, investment of capital, the lending of money or otherwise) in, any business, venture or activity that directly or indirectly competes, or is in planning, or has undertaken any preparation, to compete, with the Business of the Company or any of its Immediate Affiliates (any Person who engages in any such business engaged to venture or activity, a material extent “Competitor”), except that nothing contained in this Section 12(a) shall prevent the manufacture Grantee’s wholly passive ownership of two percent (2%) or sale less of the equity securities of any Competitor that is a publicly-traded company. For purposes of this Section 12(a), the “Business of the Company or any of its Immediate Affiliates” is that of (ai) mattresses or other bedding products or arts and crafts, (bii) framing specialty retailer, (iii) wholesaler providing materials, ideas and education for (x) creative activities, and (y) framing, as well as (iv) any other business that the Company or any of its Immediate Affiliates conducts or is actively planning to conduct at any time during the Grantee’s Employment, or with respect to the Grantee’s obligations following the termination of the Grantee’s Employment, the twelve (12) months immediately preceding the termination of the Grantee’s Employment; provided, that the term “Competitor” shall not include any business, venture or activity whose gross receipts derived from the retail or wholesale sale of arts and crafts, or framing products which constitute more and services (aggregated with the gross receipts derived from the retail and wholesale sale of such products or any related business, venture or activity) are less than ten percent (10%) of the Company's revenues at the time in direct competition with the Company in any marketaggregate gross receipts of such businesses, ventures or activities. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions For purposes of this Section 1012(a), the “Territory” is comprised of those states within the United States, those provinces of Canada, and that any other geographic area in which the Employee has had reasonable Company or any of its Immediate Affiliates was doing business or actively planning to do business at any time to consider during the effect of these provisionsGrantee’s Employment, and that the Employee was encouraged to and had an opportunity to consult an attorney or with respect to these provisionsthe Grantee’s obligations following his or her termination of Employment the twelve (12) months immediately preceding the termination of the Grantee’s Employment. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach For purposes of this Section 10 by Section, “Immediate Affiliates” means those Affiliates which are one of the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond following: (i) a direct or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date indirect subsidiary of a Change of Control, the Employee may, by written notice to the Company, elect (ii) a parent to waive his Transaction Bonus and the equity considerations described in Subsections 6(bCompany or (iii) and 6(c). Such waiver shall be irrevocable. In the event a direct or indirect subsidiary of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentparent.

Non-Competition. In consideration Each of this Agreement, the Employee --------------- Members hereby acknowledges that the Company and MLP operate in a competitive business and compete with other Persons operating in the midstream segment of the oil and gas industry for acquisition opportunities. Each of the Members agrees that, that during the Employment Termperiod that it is a Member, and for one year thereafterit shall not, unless directly or indirectly, use any of the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), the Employee shall not act confidential information it receives as a proprietorMember or which its designee receives as a Director of the Company to compete, investor, director, officeror to engage in or become interested financially in as a principal, employee, substantial stockholderpartner, consultantshareholder, or partner agent, manager, owner, advisor, lender, guarantor of any Person that competes in any North America with the business engaged to a material extent conducted by the Company, Plains AAP, PAA GP and the MLP. Each of the Members also acknowledge that EnCap Investments L.L.C. and Persons that it controls (“EnCap”), Xxxxx Xxxxxxxx Capital Advisors L.P. and its Affiliates (“Xxxxx Xxxxxxxx”) and Wachovia and its affiliates may make and manage investments in the manufacture or sale energy industry in the ordinary course of business (a) mattresses or other bedding products or (b) any other products which constitute more than ten percent (10%) of such investments “Institutional Investments”). The Members agree that EnCap, Xxxxx Xxxxxxxx and Wachovia and its affiliates may make Institutional Investments, even if such Institutional Investments are competitive with the Company's revenues at the time ’s and its Subsidiaries’ business, so long as such Institutional Investments are not in direct competition with the Company in any market. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect violation of the provisions of Section 12.6 or the second sentence of this Section 10, and that 13.1 or obligations owed to the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney Company under applicable law with respect to these provisionsusurpation of an opportunity legally belonging to the Company or its Subsidiaries. Each of the Members confirms that the restrictions in this Section 13.1 are reasonable and valid and all defenses to the strict enforcement thereof are hereby waived by each of the Members. The Company and the Employee consider the restrictions contained in this Section 10 13.1 shall in no way impair the rights granted (i) to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice Xxxxx X. Xxxxxx pursuant to the CompanyXxxxxx Employment Agreement or (ii) to Xxxx X. Xxxxxxx pursuant to any employment agreement between Xxxxxxx and Plains Resources, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employment.Inc.

Non-Competition. In consideration During (i) the Executive's employment with the Company and (ii) the two (2) year period immediately following the Executive's Date of this AgreementTermination, the Employee --------------- agrees that, during the Employment Term, and for one year thereafter, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(bExecutive (A) and 6(c), the Employee shall not act engage, anywhere within the geographical areas in which any Sunbeam Entity is then conducting its business operations, directly or indirectly, alone, in association with or as a proprietorshareholder, investorprincipal, agent, partner, officer, director, officeremployee or consultant of any other organization, employee, substantial stockholder, consultant, or partner in any business engaged (a "Competitive Business") which competes with any business then being conducted by such Sunbeam Entity; (B) shall not solicit or encourage any officer, employee or consultant of any of the Sunbeam Entities to leave the employ of any of the Sunbeam Entities for employment by or with any Competitive Business; and (C) shall not 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 material extent in the manufacture or sale maximum of (a) mattresses or other bedding products or (b) any other products which constitute more than ten two percent (102%) of the Company's revenues at outstanding stock of any publicly traded corporation. Following the time in direct competition with Date of Termination, ownership by the Company in Executive of not more than five percent (5%) of any marketpublicly traded corporation shall not constitute a violation hereof. If, howeverat any time, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 1014(c) shall be determined to be invalid or unenforceable, and that the Employee has had reasonable time by reason of being vague or unreasonable as to consider the effect area, duration or scope of these provisionsactivity, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 14(c) shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as determined to be reasonable and enforceable and, by the court or other body having jurisdiction over the matter; and the Executive agrees that this Section 14(c) as so modified by the court, to amended shall be fully enforcedvalid and binding as though any invalid or unenforceable provision had not been included herein. In the event of a breach or threatened breach For purposes of this Section 10 by the Employee14(c), the Company will be entitled to preliminary design, manufacture and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof marketing of outdoor barbecue grills and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver small kitchen appliances shall be irrevocable. In construed to be a Competitive Business; provided, however, that the event gross revenues derived from sales of such a waiver, products by such competitor are greater than the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination lesser of employment(i) 10% of its total revenues and (ii) $500,000,000.

Non-Competition. In consideration (a) During the 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 indirectly own at least 5% of the issued and outstanding Class A Units and 100% of the issued and outstanding Class C Units, 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”), including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) knowingly interfere in any respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Company and its Subsidiaries, on the Employee --------------- agrees that, during the Employment Termone hand, and for one year thereafterany of their respective customers, unless suppliers or partners, on the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), the Employee shall not act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business engaged to a material extent in the manufacture or sale of (a) mattresses or other bedding products or (b) any other products which constitute more than ten percent (10%) of the Company's revenues at the time in direct competition with the Company in any market. Ifhand; provided, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit shall not prohibit, or be interpreted as prohibiting, Trican Parent and its Affiliates from (1) conducting activities constituting or relating to the Employee's ability to engage Excluded Businesses, the Excluded Assets and the Excluded Liabilities (as such terms are defined in certain business pursuits during the period Trican Purchase Agreement); (2) making equity investments in publicly owned companies which constitute a Competitive Business, provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect investments do not exceed 10% of the provisions outstanding common equity of this Section 10such publicly owned companies or (3) entering into any licensing or other agreements relating to the intellectual property of Trican Parent and its Affiliates; provided, that such licensing or other agreements are in compliance with, and that do not breach or violate, the Employee has had reasonable time to consider Intellectual Property License Agreement (as defined in the effect of these provisionsTrican Purchase Agreement). Notwithstanding the foregoing, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions nothing contained in this Section 10 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 be reasonable conduct its and necessary. Neverthelessits Affiliates business and operations in and outside of the Territory; provided, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In that in the event a Person consummates an acquisition, directly or indirectly, of all or substantially all of the assets of Trican or a breach majority of the common equity interests of Trican (whether by acquisition of equity interests, merger or threatened breach otherwise), Trican shall provide notice of this Section 10 by such sale transaction (the Employee, “Transaction Notice”) no later than three days after the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof consummation of such acquisition transaction and the Company will shall have the option, but not the obligation, upon notice to 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 entitled calculated as if such Class C Units were converted to pursue Class A Units on a fully diluted basis based on the Fair Market Value for such other remedies at law or Units immediately prior to exercise of this purchase option) (as determined by an independent valuation firm selected by the Management Board (unless a prior valuation has been undertaken in equity which it deems appropriate. During the ten (10) 30 day period ending on the date prior to such calculation of a Change of ControlFair Market Value, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver which case Fair Market Value shall be irrevocable. In the event of based on such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentprior valuation)).

Non-Competition. In consideration 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 (the "Confidential Information") and that Friendly's would be unable to protect its System, the 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 using its best efforts in employing its financial and management resources effectively to meet and exceed the minimum and target development schedule set forth in this Agreement. Therefore, the Employee --------------- Developer agrees that, during the Employment Termterm of this Agreement, and for one year thereafterneither Developer nor any of its corporate parent, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), the Employee shall not act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, subsidiaries or partner their affiliates will have any direct or indirect legal or beneficial interest or perform services in any business engaged 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, Xxx Xxxxx, Cracker Barrel, IHOP, Village Inn, Waffle House, Dairy Queen, Xxxxxxx'x, Xxxxxx, Xxxxxx Xxxxxxx, TCBY or similar. Notwithstanding the above, a material extent in restaurant concept which is a mid-scale priced family style restaurant will be deemed competitive if frozen deserts comprise 5% or more of the manufacture sales mix as measured on any six (6) month basis. Developer further agrees that for a period of two (2) years after the termination or sale expiration of this Agreement, Developer and all of such persons will be subject to the same restriction on competing activities (ai) mattresses or other bedding products or within the Territory and (bii) any other products which constitute more than ten percent within the trade area (10%as reasonably determined by Friendly's) of the Companyany Friendly's revenues at the time in direct competition with the Company in Restaurant currently operated by Friendly's or any market. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for abovelicensee, but in no event within a radius of three (3) miles from any such restaurant. Developer further acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney paragraph confers no exclusivity on Developer with respect to these provisionsDeveloper's further operation of any Restaurant within the Territory after the expiration or termination of this Agreement. The Company restrictions of this section shall not be applicable to the Friendly's Restaurants operated under franchise agreements between Developer and Friendly's, to the Employee consider ownership of shares of a class of securities listed on a stock exchange or traded on the restrictions contained in this Section 10 over-the-counter market that represent five percent (5%) or less of the numbers of shares of that class of securities issued and outstanding, or to be reasonable any restaurants franchised by Wendy's International and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified operated by the court, to be fully enforced. In the event corporate parent or any affiliate of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentDeveloper.

Non-Competition. In consideration For a period of this Agreementfour years from and after the Closing, the Employee --------------- agrees that, during the Employment TermSeller Parent and Seller shall not, and for one year thereaftershall cause their respective Subsidiaries not to, unless without the Employee has waived the Transaction Bonus and the equity considerations described prior written consent of Purchaser, directly or indirectly, in Subsections 6(b) and 6(c)any manner (whether on Seller Parent’s or Seller’s own account, the Employee shall not act as a proprietoran owner, operator, manager, consultant, investor, directoragent or otherwise) engage directly or indirectly in the Business anywhere in the Applicable Area, officeror own any interest in, employeemanage, substantial stockholdercontrol, provide financing to, participate in (whether as an owner, operator, manager, consultant, investor, agent, representative or partner otherwise), or provide consulting or other services (in each case with respect to the Business) to, any business Person that is engaged to a material extent in the manufacture or sale of Business anywhere in the Applicable Area; provided, however, that this Section 5.6 shall not prohibit: (a) mattresses or other bedding products ownership of less than 5% of the outstanding equity of any Entity; or (b) Seller Parent, Seller or any other products which constitute of their respective Subsidiaries from acquiring a business or Entity that is engaged in the Business (the “Acquired Entity”) provided that: (i) the Business conducted by the Acquired Entity does not represent more than ten percent (10%) % of the Company's revenues at Acquired Entity’s overall business and operations; or (ii) such Seller Parent, Seller or Subsidiary causes the time disposal of the Business of such Acquired Entity within six months from the closing of the acquisition of such Acquired Entity (it being understood that, for the avoidance of doubt but without limiting the obligations of Seller or Seller Parent under this Section 5.6, this Section 5.6 shall not apply to any Entity that acquires an interest in, including all of, Seller Parent, Seller or any of their respective Subsidiaries, or any Affiliates of such acquirer). Notwithstanding the foregoing, Seller Parent, Seller and its Affiliates (other than the Acquired Companies) shall be entitled to continue to operate and otherwise be involved in direct competition the Business through StayFriends GmbH (and the other European Subsidiaries of Classmates International, Inc.) as long as such Business does not target the Applicable Area (or customers located in the Applicable Area) and such Business’ contact with the Company in any market. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect Applicable Area is merely an incident of the provisions websites of such Business being accessible in the Applicable Area, and such activities shall not be considered a violation of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions5.6. The Company immediately preceding sentence shall apply to: (A) any entity that acquires StayFriends GmbH (and/or the other European Subsidiaries of Classmates International, Inc.) or all or substantially all of their assets; and (B) StayFriends GmbH and/or any of the Employee consider European Subsidiaries of Classmates International, Inc., after the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event consummation of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentacquisition.

Non-Competition. In consideration During the Restricted Period, (a) none of this Agreement, the Employee --------------- agrees that, during members of the Employment TermNon-Compete Group or any of their Affiliates shall engage in Restricted Activities in the Restricted Area, and for one year thereafter, unless (b) none of the Employee has waived members of the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), the Employee Non-Compete Group or any of their Affiliates shall not act serve as a proprietor, investoran officer, director, officerpartner, member, employee, substantial stockholderconsultant, contractor, joint venturer, or agent of, or own, directly or indirectly, any equity interest in any Person that engages in Restricted Activities within the Restricted Area; provided, however, that (i) MEP may serve as an officer, director, partner, member, employee, consultant, contractor, joint venturer, stockholder, or partner agent of the PREIT Entities and may serve as a director of any Person that is not engaged in nor has any stated business plan to be engaged to a material extent in Restricted Activities in the manufacture or sale Restricted Area as of the date when MEP would become a director of such Person; provided, however, that, if MEP becomes a director of such Person, and such Person subsequently engages in Restricted Activities, MEP shall recuse himself from participation in the activities of the board of directors of such Person on all matters in connection with the Restricted Activities of such Person, (aii) mattresses or other bedding products or (b) the Non-Compete Group may make passive investments in a class of equity securities of any other products which constitute more than ten Person that is engaged in Restricted Activities in the Restricted Area, so long as such investment does not exceed with respect to any Person in the aggregate for all of the members of the Non-Compete Group and any of their Affiliates five percent (105%) of the Company's revenues at voting power of the voting equity securities of such Person or five percent (5%) of the outstanding equity securities of such Person, (iii) the Non-Compete Group may own, operate, invest in, manage, re-develop and lease Oak Ridge Mall and the properties being conveyed to CIT pursuant to the Exchange Agreement, (iv) the Non-Compete Group may engage in activities that are directly related to the operation of hotels and convention centers, (v) if the Non-Compete Group engages in Restricted Activities within an area, which was not a Restricted Area prior to the time in direct competition with the Company in any market. If, howeverof such engagement, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete Non-Compete Group shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability permitted to engage in certain business pursuits such Restricted Activities within such area and (vi) if the Non-Compete Group makes an investment in a class of equity securities of any Person that is engaged in Restricted Activities within an area which was not a Restricted Area prior to the time of such investment, the Non-Compete Group shall be permitted to make and maintain such investment notwithstanding that such investment may exceed five percent (5%) of the voting power of the voting equity securities of such Person or five percent (5%) of the outstanding equity securities of such Person. Without limiting the generality of this paragraph, during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect Restricted Period no member of the provisions Non-Compete Group or any of this Section 10, and that their Affiliates shall serve as a consultant to any person or entity if such consulting services reasonably could be expected to help such person or entity (or the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event Affiliates of such a waiver, person or entity) engage in Restricted Activities in the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentRestricted Area.

Non-Competition. In Provided the Company is not in default hereunder, in consideration of this Agreement, the Employee --------------- agrees that, during the Employment Term, and for one year thereafter, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), the Employee shall not act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business engaged to a material extent in the manufacture or sale of (a) mattresses or other bedding products or (b) any other products which constitute more than ten percent (10%) of the Company's revenues promise to disclose, and disclosure of, its Confidential Information and other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by Employee, Employee hereby agrees and covenants that until the later of the last day of the Term or until the Employee's date of termination of, or resignation from, employment from the Company or any of its subsidiaries or affiliates for any reason, including the expiration of the Term (the “Restricted Period”), Employee shall not, directly or indirectly, engage in, assist or become associated with a Competitive Activity. For purposes of this Section 2(b): (i) a “Competitive Activity” means, at the time of Employee's termination, any business or other endeavor in direct competition any jurisdiction conducted by the Company or any of its subsidiaries or affiliates (or demonstrably anticipated by the Company or its subsidiaries or affiliates in any jurisdiction as of the Effective Date or at any time thereafter); and (ii) Employee shall be considered to have become “associated with a Competitive Activity” if Employee becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, advisor, lender, or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding the foregoing, (i) Employee may make and retain investments during the Restricted Period, for investment purposes only, in less than 5% of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System if Employee is not otherwise affiliated with such corporation is not directly involved with the Company in any market. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination provision of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable direction or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event management of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employment.entity;

Non-Competition. In consideration return for the performance of this Agreement, the Employee --------------- agrees thatmanagement duties described in Section 1 hereof, during the Employment Term, and Executive shall not, directly or behalf of any other person or entity with whom Executive may be employed or associated, own any interest in, participate or engage in the day-to-day supervision, management, development, marketing or operation of any office or industrial real estate facilities or such other business as Employer may be engaged in during the Employment Term (the "Business"). Furthermore, for a period of one year thereafterafter any applicable Section 5 termination event, unless Executive shall not, directly or indirectly, solicit, attempt to hire or hire any employee or client of Employer or solicit or attempt to lease space to or lease space to any tenant of Employer. Notwithstanding the Employee has waived foregoing, nothing herein shall prohibit Executive from (i) owning 5% or less of any securities of a competitor engaged in the Transaction Bonus same Business if such securities are listed on a nationally recognized securities exchange or traded over-the-counter on the National Association of Securities Dealers Automated Quotation System or otherwise, (ii) owning that certain 69-acre semi-improved industrial park located in Libertyville, Illinois, the office/industrial buildings located at 801 and 000 Xxxxxxxxxx Xxx, Xxxxxxxxxxxx Business Park, Libertyville, Illinois, and any other real property not purchased by Employer under the equity considerations described terms of the Contribution Agreement between Executive, certain limited partnership controlled by Executive and Employer, (iii) soliciting, attempting to hire or hiring Xxxxxx Xxxxx and (iv) responding to contacts initiated by those tenants identified in Subsections 6(bExhibit A attached hereto which occupy facilities owned and/or operated by Xxxxxx Xxxxxxxx and Executive (the "Tenants") and 6(c)entering into leasing transactions with such Tenants provided that such transactions do not result in such Tenants relocating from a facility owned and/or operated by Employer, the Employee shall not act as a proprietor, investor, director, officer, employee, substantial stockholder, consultantPGRC, or partner in any business engaged to a material extent in the manufacture or sale of (a) mattresses or other bedding products or (b) any other products which constitute more than ten percent (10%) of the Company's revenues at the time in direct competition with the Company in any markettheir respective subsidiaries. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete Executive shall be void upon entitled to manage the Employee's termination buildings located at 801 and 000 Xxxxxxxxxx Xxx, Xxxxxxxxxxxx Xxxxxxxx Xxxx, Xxxxxxxxxxxx, Xxxxxxxx prior to their acquisition by PGRC, on the business time of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee Employer and Employer or PGRC or any of their respective subsidiaries will not receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney any fees with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentproperty.

Non-Competition. In consideration The Executive acknowledges that (i) the Executive performs services of this Agreementa unique nature for the Company that are irreplaceable, and that the Executive’s performance of such services to a Competitor (as defined below) will result in irreparable harm to the Company Group, (ii) the Executive has had and will continue to have access to trade secrets and other confidential information of the Company Group, which, if disclosed, would unfairly and inappropriately assist in competition against the Company Group, (iii) in the course of the Executive’s Engagement (as defined below) by a Competitor, the Employee --------------- agrees thatExecutive would inevitably use or disclose such trade secrets and confidential information, (iv) the members of Company Group have substantial relationships with their customers and the Executive has had and will continue to have access to these customers, (v) the Executive has received and will receive specialized training from the Company and other members of the Company Group, (vi) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment, and (vii) the Executive may receive an award of options to purchase equity in the Company (subject to an applicable option plan, and exercised options will be subject to the Company’s operating agreement as amended from time to time) in connection with his employment by the Company pursuant hereto. Accordingly, in consideration for this Agreement and as additional consideration for any options awarded, during the Employment Term, Term and for one year a period of eighteen (18) months thereafter (or, if areviewing court determines eighteen (18) months to be overbroad in duration, for twelve (12) months thereafter, unless nine (9) months thereafter, or six (6) months thereafter, respectively; depending, in each case, on the Employee has waived determination of the Transaction Bonus reviewing court that the respective longer period is overbroad) (the “Restricted Period”) the Executive agrees that, in each of the United States of America and Mexico, including the equity considerations described provinces, states and territories thereof, which for the avoidance of doubt includes countries, provinces, states and territories where any member of the Company Group currently engages in Subsections 6(b) and 6(c)the operation of its business or engages in such business at the date of termination of Executive’s employment, the Employee shall not act Executive will not, directly or indirectly, own, manage, operate, control, be employed by, aid, assist or render services to, in whatever form (whether as a proprietor, investor, director, officer, an employee, substantial stockholder, consultant, independent contractor or partner in otherwise, and whether or not for compensation) (“Engage”, any business such activities also referred to as “Engagement”), to any person, firm, corporation or other entity (other than any member of the Company Group) engaged to a material extent in the manufacture manufacture; merchandising, distribution, service, or sale of (a) mattresses packaging or other bedding products or goods of the same or substantially similar type as those which are manufactured, merchandised, distributed, serviced or sold by any member of the Company Group on the date of termination or in which the Executive is aware that the Company Group has taken reasonable tangible steps, on or prior to such date, to be engaged in on or after such date (bincluding sales to customers, vendors or intermediaries in any such country) any other products which constitute (a “Competitor”). Notwithstanding the foregoing, nothing herein shall prohibit the Executive from being a passive owner of not more than ten one percent (101%) of the Company's revenues at equity securities of a publicly traded Competitor, so long as the time Executive has no active participation in direct competition the business of such Competitor. In addition, Employee may accept employment with a Competitor whose business is diversified, provided, that (x) Employee will not, directly or indirectly, Engage with any division or part of the Competitor that is in any way engaged in business or business activity competitive with any member of the Company Group; and (y) the Company shall receive, prior to the Executive’s Engagement with such Competitor, written assurances deemed satisfactory by the Company from the Executive and the Competitor that the Executive will not, directly or indirectly, render services or assistance to any part of the Competitor that is in any market. If, however, the Employee has waived the Transaction Bonus and the equity considerations described way engaged in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination business which is materially competitive with any member of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentGroup.

Non-Competition. In consideration A. Subject to the terms of this Agreementthe Covenant and Razboff's continued role as Chairman of Capitol, the Employee --------------- Razboff agrees that, for a period commencing on the date hereof and (i) continuing for three (3) years should Razboff choose to terminate his employment with Davidson prior to the expiration date of the Employment Agreement or if neither 36 party chooses to continue Razboff's employment past the expiration date of the Employment Agreement or if Razboff is terminated by Davidson for cause during the term of the Employment TermAgreement or, and (ii) for a period of one year thereafter(1) year, unless should Razboff's employment be terminated by Davidson without cause during the Employee has waived term of the Transaction Bonus and Employment Agreement or should Razboff remain employed for any period of time past the equity considerations described in Subsections 6(b) and 6(cdate of his Employment Agreement (the "Covenant Period"), the Employee Razboff shall not act directly or indirectly (whether for compensation or otherwise) own, manage, operate or control, or join or participate in the ownership, management, operation or control of, or furnish any capital to or be connected in any manner with, any Competing Business (as hereinafter defined) that is located in or doing business in the Designated Regions (as hereinafter defined), either as a general or limited partner, proprietor, investorcommon or preferred shareholder, officer, director, officeragent, employee, substantial stockholder, consultant, trustee, affiliate, or partner otherwise. Nothing contained in any business engaged this Covenant shall be construed to a material extent prohibit Razboff from (i) continuing to hold his shares in the manufacture or sale of (a) mattresses or other bedding products or (b) any other products which constitute Capitol and act as its Chairman as long as he devotes no more than ten five (5) hours per week to such a role and otherwise devotes his full time and energy to his employment by Davidson in accordance with the terms and conditions of the Employment Agreement; (ii) purchasing or owning, as a passive investment, up to two percent (102%) of the Company's revenues at the time in direct competition with the Company issued and outstanding shares of any publicly traded class of securities of any corporation engaged in any market. If, however, the Employee has waived the Transaction Bonus and the equity considerations business described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges provided that Razboff does not render any advice of any kind to the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder management of such corporation or actively participate in or control, directly or indirectly, any activities of such corporation or otherwise participate in its business or operations; (iii) acting as a passive investor of less than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect 20% of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained total assets in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable company through a blind pool or otherwise unenforceable by independently managed investment vehicle such as a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentventure capital partnership.

Non-Competition. In consideration Each of this Agreement, the Employee --------------- Members hereby acknowledges that the Company and MLP operate in a competitive business and compete with other Persons operating in the midstream segment of the oil and gas industry for acquisition and business opportunities. Each of the Members agrees that, that during the Employment Termperiod that it is a Member, and for one year thereafterit shall not, unless directly or indirectly, use any of the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), the Employee shall not act confidential information it receives as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, Member or partner in any business engaged which its designee receives as a Director of the Company or as an observer to a material extent in the manufacture or sale of (a) mattresses or other bedding products compete with, or (b) engage in or become interested financially in as a principal, employee, partner, shareholder, agent, manager, owner, advisor, lender, guarantor of any other products which constitute more than ten percent (10%) of Person that competes in North America with, the business conducted by the Company's revenues at , Plains AAP, PAA GP and the time in direct competition with the Company in any market. IfMLP; provided, however, the Employee has waived the Transaction Bonus and the equity considerations described that when a Member engages in Subsections 6(b) and 6(c)such activities, this covenant not to compete there shall be void upon no presumption of misuse of such confidential information solely because a Representative or the Employee's termination designee Director or observer of employment. The Employee understands that the foregoing restrictions such Member may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify retain a mental impression of any such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisionsconfidential information. The Company and the Employee consider Members acknowledge that a Member may have in conception or development technology or business opportunities which may be very similar or even identical to the Company’s confidential information and, as long as such Member abides by Section 12.6, neither such Member nor its designee Director or observer shall have any other restriction on such technology or business opportunities and the Company and the other Members shall have no rights in such technology or business opportunities. Each of the Members also agrees and acknowledges that (i) Xxxxx Xxxxxxxx Capital Advisors L.P. and its Affiliates (“Xxxxx Xxxxxxxx”), First Reserve XII Advisors, L.L.C. and its Affiliates (“First Reserve”) and EMG and its Affiliates manage investments in the energy industry in the ordinary course of business (such investments “Institutional Investments”) and that Xxxxx Xxxxxxxx, First Reserve and EMG and their Affiliates may make Institutional Investments, even if such Institutional Investments are competitive with the Company’s and its Subsidiaries’ business; (ii) Oxy and its Affiliates engage in business that includes activities and business or strategic interests or investments that are related to, complement or compete with the businesses of the Company and its Subsidiaries and that Oxy and its Affiliates may engage in such activities or business; and (iii) Xxxxx Xxxxxxxx, First Reserve, EMG, Oxy and their respective Affiliates (A) shall not be prohibited, by virtue of its status as a Member or its designation of a Director or an observer, from pursuing or engaging in such Institutional Investments described in clause (i) above or activities or interests described in clause (ii) above, as applicable; (B) shall not be obligated, or have a duty, to inform or present to the Company or any of its Subsidiaries, of any opportunity, relationship or investment (and no other Member will acquire or be entitled to any interest or participation in any such opportunity, relationship or investment) and shall not be bound by the doctrine of corporate opportunity (or any analogous doctrine); and (C) shall not be deemed to have a conflict of interest with, or to have breached this Section 13.1 or any duty (if any), whether express or implied by law, to, the Company or its Affiliates or any other Member by reason of such Member’s (or any of its Representative’s or equity holder’s) involvement in such activities or interests; provided, that, in all cases, such Institutional Investments, activities or interests are not in violation of the provisions of Section 12.6 or the second sentence of this Section 13.1. Each of the Members confirms that the restrictions contained and limitations in this Section 10 to be 13.1 are reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable valid and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice all defenses to the Company, elect to waive his Transaction Bonus and strict enforcement thereof are hereby waived by each of the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentMembers.

Non-Competition. In consideration of the benefits of this AgreementAgreement to Seller and its members, and as a material inducement to Purchaser to enter into this Agreement and pay the Employee --------------- agrees Purchase Price, and in order that the Purchaser may have and enjoy the full benefit of the Assets and the Business, each of Seller, and its members hereby covenant and agree that, during commencing on the Employment TermClosing Date and ending on the date four years after the Closing Date, Seller will not and for one year thereafterwill cause its Subsidiaries not to, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), the Employee shall not act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business engaged to a material extent in the manufacture or sale of (a) mattresses engage, directly or other bedding indirectly, in the wholesale distribution of the products of the Business being produced or sold by Seller on the date hereof or on the Closing Date, or any products which compete with such products (the "Competitive Products") to convenience stores, anywhere in the Territory ("Competitive Activity"), or (b) any other products which constitute more than ten percent (10%) of the Company's revenues at the time in direct competition with the Company directly or indirectly invest in any market. Ifequity of or manage, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney operate or control or become a consultant with respect to these provisionsany Competitive Activity for any Person that engages in any Competitive Activity for the period beginning on the Closing Date and ending on the fourth anniversary of the Closing Date (the "Noncompetitive Period"). The Company Notwithstanding the foregoing, nothing contained herein shall limit the right of Seller, Marsh Supermarkets, Inc. or their respective affiliates and the Employee consider the restrictions contained Subsidiarixx xx (a) distribute Competitive Products to stores owned directly or indirectly by Marsh Supermarkets, Inc. in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a the breach by Purchaser or threatened breach thx xxxmination of this Section 10 the respective Marsh Supermarkets, LLC or Village Pantry, LLC Distribution Service Agxxxxxnt ("DSA's") to be executed with Purchaser at the Closing, (b) distribute specialty products to convenience stores, either directly or through other wholesalers, including but not limited to (i) coffee and other complimentary or ancillary products through Crystal Food Services or its affiliates, or (ii) products manufactured or produced by the EmployeeMarsh central kitchen, or (c) to hold and make passive investments in xxxxxities of any Person that is registered on a national securities exchange or admitted to trading privileges thereon or actively traded in a generally recognized over-the-counter market; provided that Seller's and its members' aggregate beneficial equity interest therein shall not exceed 5% of the Company will be entitled to preliminary and permanent injunctive relief, without bond outstanding shares or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue interests in such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentPerson.

Non-Competition. In consideration of The Seller acknowledges that the covenants and agreements in this Section 10.2 are a condition precedent to the Buyer's obligations to acquire the Acquired Assets under this Agreement, and that the Employee --------------- agrees that, during Buyer would not acquire the Employment Term, and Acquired Assets but for one year thereafter, unless the Employee has waived Seller's agreements with the Transaction Bonus Buyer in this Section 10.2. Each of the Seller and the equity considerations described Buyer acknowledges that from and after the Closing Date, the Buyer will sell products to customers located in Subsections 6(bmarkets throughout the world and that engagement by the Seller in the Designated Industry (as hereinafter defined) and 6(ccould cause the Buyer irreparable damage. For a period from the date hereof until the third year following the last Royalty payment or Contingent Payment, the Seller shall not, without the prior written consent of the Buyer, (a) engage anywhere in the world, directly or indirectly, alone or as a shareholder (other than as a holder of less than 1% of the capital stock of any publicly-traded corporation), the Employee shall not act as a proprietormember, investorpartner, officer, director, officer, employee, substantial stockholder, employee or consultant, or partner in any business organization that is engaged to a material extent or becomes engaged in the manufacture business of designing, manufacturing or sale marketing of insert injection molding machines or in the development of such machines (a) mattresses or other bedding products or the "Designated Industry"), (b) divert to any other products which constitute more than ten percent (10%) competitor of the Company's revenues at Seller, the time in direct competition Buyer or any of its affiliates any customer of the Seller, the Buyer or such affiliates, or (c) solicit or encourage any officer, employee or consultant of the Seller, the Buyer or any of its affiliates to leave its employ for employment by or with the Company in Seller or any marketcompetitor of the Seller or any of their affiliates. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of If at any time the provisions of this Section 1010.2 shall be determined to be invalid or unenforceable, and that the Employee has had reasonable time by reason of being vague or unreasonable as to consider the effect area, duration or scope of these provisionsactivity, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 10.2 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as determined to be reasonable and enforceable and, by a court or other body having jurisdiction over the matter; and the Seller agrees that this Section 10.2 as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver amended shall be irrevocable. In the event of such a waiver, the Employee's agreement valid and binding as though any invalid or unenforceable provision had not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentbeen included herein.

Non-Competition. In consideration (a) (i) Each of the Seller Parties, in order to induce the Buyer Parties to enter into this Agreement, the Employee --------------- expressly covenants and agrees that, that during the Employment Termeighteen month period beginning immediately after the Closing Date (the “Restricted Period”) such Seller Party will not, and for one year thereaftersuch Seller Party will cause its Affiliates not to, unless directly or indirectly, provide within the Employee has waived the Transaction Bonus Prohibited Area any hydraulic fracturing and the equity considerations described in Subsections 6(b) and 6(c)stimulation services or cementing services (collectively, the Employee shall not act “Business Services”) using fracturing units other than fracturing units owned by GWES Holdings LLC or its subsidiaries (collectively, “GWES”) as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, of the date of this Agreement which have aggregate horsepower of less than 58,000 horsepower or partner in any business engaged to a material extent in the manufacture or sale of (a) mattresses or other bedding products or (b) any other products which constitute more than ten percent two cementing units, respectively (10%) of the Company's revenues at the time in direct competition with the Company in any market. If“Capacity Limits”); provided, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration parties acknowledge and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of agree the provisions of this Section 106.2(a)(i) shall not be deemed to prohibit: (A) the replacement or refurbishment by GWES of such existing equipment so long as the overall aggregate horsepower and capacity of the total equipment used by GWES within the Prohibited Area during the Restricted Period does not exceed the referenced Capacity Limits; or (B) the ownership by any Seller Party or Affiliate of any Seller Party of any class of securities registered pursuant to the Securities Exchange Act of 1934, as amended; provided such investment is a non-controlling interest and neither Wexford Capital LLC nor any of its Affiliates are actively involved in the management of such entity; or (C) the purchase by a Seller Party or any of its Affiliates of the business or assets of a business or entity where the revenues from Business Services provided by such business or entity, as of its most recent fiscal year-end, did not exceed 20% of its total revenues (such business or assets comprising such Business Services being hereinafter referred to as the “Ancillary Business”), provided that the Ancillary Business (x) does not involve fracturing units with aggregate horsepower in excess of 10,000 horsepower or more than two cementing units or (y) did not generate annual revenues in excess of $36 million as of its most recent fiscal year-end prior to such acquisition, and the Seller Party agrees not to and does not increase the aggregate horsepower or number of cementing units or change or expand the size, number or location of service centers or other facilities of the Ancillary Business in the Prohibited Area during the Restricted Period other than relocation of facilities upon expiration of any lease or relocations within the same general area which do not materially change the scope or geographical reach of the business. If the Ancillary Business involves fracturing units with aggregate horsepower in excess of 10,000 horsepower or more than two cementing units or generated annual revenues in excess of $36 million as of its most recent fiscal year-end prior to such acquisition, then the Seller Party will offer or cause to be offered to the Buyer the right to purchase the Ancillary Business at a mutually agreed upon price or, failing such agreement, at the fair market value of such Ancillary Business as determined by an independent investment banking firm mutually agreeable to Buyer and the Sellers Representative. If the Buyer declines such offer to purchase or fails to commit to acquire such Ancillary Business within thirty (30) days after written notice to it of such offer and provision to it of all relevant information pertaining to the Ancillary Business in the possession of the Seller Party’s or their Affiliates, then the Seller Parties may continue to own and operate such Ancillary Business subject to the foregoing restrictions on increasing horsepower capacity or the number of cementing units or changing or expanding the size, number or location of service centers or other facilities in the Prohibited Area during the Restricted Period; provided further, that the Employee has had reasonable time to consider provision of Business Services by GWES or any of their respective successors or assigns within the effect State of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in Texas using GWES’ existing equipment (or replacement equipment as referenced above) shall not violate this Section 10 6.2 provided such activities are managed from GWES’ respective offices or service centers existing as of the date hereof located in Oklahoma, or replacement facilities in substantially the same areas, consistent with business practices prior to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change this Agreement. For the avoidance of Controldoubt, (i) there shall be no restrictions on Sellers’ or their Affiliates’ ability to provide Business Services or any other services outside the Prohibited Area at any time and (ii) nothing herein shall restrict the Seller Parties or their Affiliates from conducting (A) nitrogen pumping services or (B) fluid pumping services of 30 barrels per minute or less. Notwithstanding the foregoing, during the Restricted Period, the Employee maySeller Parties shall not, by written notice to and shall cause their Affiliates not to, open a service center within a 000-xxxx xxxxxx xx Xxxxxxxxxx, Xxx Xxxxxx; Cottondale, Alabama; Van Buren, Arkansas or the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event Appalachian Basin out of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentwhich nitrogen pumping services are performed.

Non-Competition. In consideration Employee covenants and agrees that for a period of one (1) year following Employee’s Separation Date, Employee shall not, directly or indirectly, as an employee, employer, consultant, agent, principal, partner, shareholder, officer, director, member, manager or through any other kind of ownership (other than ownership of securities of publicly held corporations of which Employee owns less than three percent (3%) of any class of outstanding securities), membership, affiliation, association, or any other representative or individual capacity, engage in or render, or agree to engage in or render, any services to any Competing Business. For purposes of this Agreement, “Competing Business” shall mean any of the Employee --------------- agrees thatfollowing companies: Cracker Barrel, during the Employment TermIHOP, Perkins, Denny’s, Waffle House, Applebee’s, Friendly’s, First Watch, Xxxxxx’x Big Boy, Golden Corral, Xxx Xxxxxx’x, Xxxx’x, Village Inn, Buffets, Inc., and for one year thereafter, unless Panera. Without limiting the Employee has waived generality of the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c)foregoing, the Employee parties agree that certain of the aforementioned brands are owned by holding companies, and it shall not act as be a proprietorviolation of this covenant for Employee to accept employment with a brand not listed above, investorbut under common ownership with the holding company that does own a brand listed above. By way of example, ABRH owns O’Charley’s and Village Inn, and nothing herein is intended to preclude Employee from accepting employment with O’Charley’s (or any other brand owned by ABRH and not listed herein). For clarification purposes, the Parties agree that this Paragraph does not apply to Employee being an employee, employer, consultant, agent, principal, partner, shareholder, officer, director, officermember, employee, substantial stockholder, consultant, or partner in any business engaged to a material extent in the manufacture or sale of (a) mattresses manager or other bedding products or (b) any other products which constitute more than ten percent (10%kind of owner of a franchise(s) of the Company's revenues at the time in direct competition with the Company in any market. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant restaurant which is not to compete shall be void upon the Employee's termination of employmenta Competing Business. The Employee understands Parties further agree that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice above clarification also applies to the Company, elect to waive his Transaction Bonus and the non-compete provision evidencing any of Employee’s equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentawards.

Non-Competition. In consideration Employee acknowledges that (i) the principal business of the Employer (which expressly includes for purposes of this AgreementSection 10 (and any related enforcement provisions hereof), its successors and assigns) is the business of providing inpatient and outpatient substance abuse treatment services and drug testing and diagnostic laboratory services throughout the United States (the “Business”); (ii) the Employee’s work for Employer and his service on the Board of Holdings and Employer has given him access to the confidential affairs and proprietary information of the Employer; (iii) the covenants and agreements of the Employee contained in this Section 10 are essential to the business and goodwill of the Employer and/or Holdings; and (iv) the Employer and Holdings would not have entered into this Agreement but for the covenants and agreements set forth in this Section 10. Accordingly, the Employee --------------- covenants and agrees that, by and in consideration of the payment of the Severance Amount to be provided by the Employer and Holdings hereunder, the Employee covenants and agrees that, during the Employment Termperiod commencing on the Effective Date and ending two years following the Separation Date and its affiliates (the “Restricted Period”), and for one year thereafterhe shall not in the United States, unless directly or indirectly, (i) engage in any element of the Employee has waived Business or otherwise compete with the Transaction Bonus and Employer or its affiliates, (ii) render any services to any person, corporation, partnership or other entity (other than the equity considerations described Employer or its affiliates) engaged in Subsections 6(bany element of the Business, or (iii) and 6(c)become interested in any such person, corporation, partnership or other entity (other than the Employer or its affiliates) as a partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity; provided, however, that, notwithstanding the foregoing, the Employee shall may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (A) such securities are traded on any national securities exchange or the National Association of Securities Dealers, Inc. Automated Quotation System, (B) the Employee is not act as a proprietor, investor, director, officer, employee, substantial stockholder, consultantcontrolling person of, or partner in any business engaged to a material extent in the manufacture or sale member of a group which controls, such entity and (aC) mattresses or other bedding products or (b) any other products which constitute more than ten percent (10%) of the Company's revenues at the time in direct competition with the Company in any market. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c)does not, this covenant not to compete shall be void upon the Employee's termination directly or indirectly, own 5% or more of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect any class of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event securities of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employment.entity. AAC/Xxxxxx Xxxx Separation Agreement and Release

Non-Competition. In consideration of this AgreementWith respect to each Principal, for a period commencing on the Employee --------------- agrees that, during Closing Date and terminating on the Employment Term, and for one year thereafter, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), the Employee shall not act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business engaged to a material extent in the manufacture or sale later of (a) mattresses or other bedding products the fifth anniversary of the Closing Date or (b) the first anniversary of the termination of each Principal's employment with the Management Company (the "Restricted Period"), that Principal shall not, for whatever reason, whether for his or her account or for the account of any other products which constitute Person, without the prior written consent of the LLC and the Management Company, as a shareholder, employee, partner, member, board member, consultant, independent contractor, representative or otherwise, engage in any business competitive with any business conducted by any of the Grant Tani Entities at any time during thx Xxxxxxxxed Period, in the Metropolitan Statistical Area of Los Angexxx, Xxxxxxxxxx (xxx "Xxxxxxxxxx Xxxx"). Xxxxxxxxxxxxxxx the foregoing, nothing herein shall prohibit that Principal from being a shareholder or equity holder in any publicly-traded entity whose business is competitive with, the business heretofore conducted, or conducted at any time during the Restricted Period and in the Restricted Area, by any of the Grant Tani Entities, as long as that Prinxxxxx xxxx not hold more than ten a three percent (10%) of the Company's revenues at the time equity interest in direct competition with the Company in any marketthat publicly-traded entity. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but Each Principal acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 6.5, including the Restricted Period and the Restricted Area, are made in connection with the sale of substantially all of the assets of Grant Tani, including the goodwill of thax xxxxxxxx, and are intended to comply with the California Business and Professions Code Section 16601. The restrictions set forth in this Section 6.5 shall be void upon not apply (1) to a Principal whose employment with the LLC and each of its Subsidiaries or by the Management Company is terminated by the LLC and those Subsidiaries or by the Management Company without Cause or by that Principal for Good Reason, (2) to a Principal if a Change of Control occurs and Holdings and its Permitted Transferees or WTC's successor, as the case may be, purchase all of the Principal's LLC Interests (including his termination or her Derivative Share (as that term is defined in the LLC Agreement) and the LLC Interests held by his or her Permitted Transferees (as that term is defined in the LLC Agreement)) pursuant to Section 7.5(a) of employmentthe LLC Agreement or (3) if the LLC is liquidated and its business is not continued by a successor entity.

Non-Competition. In consideration of this Agreement, the Employee --------------- agrees that, during the Employment Term, and for one year thereafter, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), the Employee shall not act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business engaged to a material extent in the manufacture or sale of (a) mattresses For a period beginning on the Effective Date and ending on the later of either: (i) the date of termination of this Agreement in accordance with the terms of Section 9(a)(iii)(A) or other bedding products Section 9(a)(iv), or (bii) any other products the one year anniversary date as of which constitute more than ten percent this Agreement is terminated pursuant to Section 9(a)(i), Section 9(a)(iii)(B) – (10%) D), (such period of time the “Restricted Period”), each of the Company's revenues at Principal Stockholders shall not, and shall cause their Affiliates and their respective representatives not to, directly or indirectly, participate in the time ownership, management, operation or control of, any business (whether in direct competition corporate, proprietorship or partnership form or otherwise), that competes with the Company Corporation or the Business of the Corporation, in any market. Ifeach case anywhere in the Territory (as “Territory” is defined under this Agreement as of the last date on which a Director designated by the Principal Stockholders served on the Board); provided, however, the Employee has waived foregoing restriction shall not prohibit, although it may compete with the Transaction Bonus and Business in the equity considerations described in Subsections 6(bTerritory, (A) and 6(c)Passive Ownership involving less than three (3) percent ownership of the outstanding securities of any publicly traded company; or (B) the Excluded Activities; provided further, this covenant not notwithstanding the preceding, the Restricted Period shall terminate as to compete shall be void either Stockholder Group I or Stockholder Group II upon the Employee's termination earlier to occur of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney either (X) with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. NeverthelessStockholder Group I or Stockholder Group II, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdictionas applicable, the Parties intend for conclusion of a continuous one-year period throughout which no member of such restrictions to be modified by such court so as to be reasonable and enforceable andStockholder Group I or Stockholder Group II, as so modified applicable has owned any shares of Stock with (such Stockholder Group constituting the “Departing Stockholder Group”) but only to the extent that all Directors of the Corporation and directors of the Corporation’s Subsidiaries that had been designated by the courtDeparting Stockholder Group have permanently resigned and have not served on the Board or any board of directors of the Corporation’s Subsidiaries at any time during such one-year period or (Y) with respect to Stockholder Group I or Stockholder Group II, to be fully enforced. In as applicable, the event conclusion of a breach continuous 24-month period throughout which no member of such Stockholder Group I or threatened breach Stockholder Group II, as applicable, holds at least one (1) share of this Section 10 Stock but less than two and one-half (2.5%) percent of the outstanding Stock (with such Stockholder Group, as applicable, constituting the “De Minimis Stockholder Group”) but only to the extent that all Directors of the Corporation and directors of the Corporation’s Subsidiaries that had been designated by the Employee, the Company will be entitled to preliminary De Minimis Stockholder Group have resigned and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending have not served on the date Board or any board of a Change directors of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of its Subsidiaries at any time during such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employment24-month period.

Non-Competition. In consideration of this AgreementDuring the Limited Period, the Employee --------------- agrees that, during the Employment Term, and for one year thereafter, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), the Employee Xxxxx X. Xxxxxx shall not act be engaged or interested, directly or indirectly, as a proprietor, investoran officer, director, officerstockholders (excepting less than one (1%) percent interest in a publicly traded company), employee, substantial stockholderpartner, individual proprietor, investor or consultant, or partner in any other manner or capacity whatsoever, in any business engaged to a material extent in that involves the manufacture production, distribution or sale marketing of (a) mattresses or other bedding products or (b) services, or otherwise competitive with, any other products product or service currently, or which constitute more than ten percent (10%) from time to time may be, produced, distributed or marketed by the Company or any affiliated entity during the Limited Period, in any place in which the Company or any affiliated entity at the time of such termination conducts such a business, without the prior written approval of the Company's revenues at ; PROVIDED, HOWEVER, that if any provision of Section 10 or this Section 11 would be held to be unenforceable because of the time scope, duration or area of its applicability, the court making such determination shall have the power to, and shall, modify such scope, duration or area, or all of them, to the minimum extent necessary to make such modified form. The above notwithstanding, Xxxxx X. Xxxxxx shall be entitled to (I) remain on the Board of Directors of any corporations in direct competition which he currently has such a position and (ii) advise or counsel other persons or entities, provided, such activities are not competitive with the Company in any marketand Xxxxx X. Xxxxxx'x name is not publicly associated with such entities or activities. If12. ENFORCEMENT OF CONFIDENTIALITY, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination of employmentNON-SOLICITATION AND NON-COMPETITION AGREEMENTS. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but Xxxxx X. Xxxxxx hereby acknowledges that the Employee Company will receive sufficiently higher remuneration and other benefits from not have an adequate remedy at law in the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect event of the provisions any breach by him of any provision of Section 9, 10, or 11 of this Section 10, Agreement and that the Employee has had reasonable time to consider the effect Company will suffer irreparable damage and injury as a result of these provisionsany such breach. Accordingly, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a Xxxxx X. Xxxxxx'x breach or threatened breach of any provision of Section 9, 10, or 11 of this Section 10 Agreement, Xxxxx X. Xxxxxx hereby consents to the granting of a temporary restraining order, preliminary injunction and/or permanent injunction against him in any court of competent jurisdiction prohibiting him from committing or continuing any such breach or threatened breach. Notwithstanding anything herein to the contrary, Xxxxx X. Xxxxxx shall have no obligation or liability under Sections 11 or 12 of this Agreement upon termination of this Agreement by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriatecause. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employment13.

Non-Competition. In consideration Each Management Holder acknowledges that, in the course of this Agreementhis employment with the Company and/or its Affiliates and their predecessors, he or she has become familiar, or will become familiar, with the Employee --------------- Company’s and its Affiliates and their respective predecessors’ trade secrets and other Confidential Information and that such Management Holder’s services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. Therefore, each Management Holder agrees that, during the Employment Termperiod commencing on the date hereof and ending on the second anniversary of the Management Holder’s termination of employment with the Company and its Affiliates for any reason (or such longer period as may be specified in any agreement between the Company and such Management Holder, and for one year thereafter, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c“Non-Compete Period”), the Employee such Management Holder shall not act not, directly or indirectly, own, manage, operate, control, be employed by (whether as a proprietor, investor, director, officer, an employee, substantial stockholder, consultant, independent contractor or partner otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in any business engaged to a material extent of the same type as any business in the manufacture or sale of which (a) mattresses or other bedding products or with respect to the President of the Company (b) any other products which constitute more than ten percent (10%) or, if the President of the Company as of the Closing Date is no longer serving in such position, the Chief Executive Officer of the Company's revenues at the time in direct competition with the Company in any market. If, however) (such individual, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b“Reporting Person”) and 6(c), this covenant not Management Holders who directly report to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the EmployeeReporting Person, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending any of its Affiliates is engaged on the date of a Change termination of Controlsuch Management Holder’s employment or in which they have proposed, on or prior to such date, to be engaged in on or after such date and in which the Management Holder has been involved to any extent (other than de minimis) at any time during the two (2) year period ending with the date of termination of such Management Holder’s employment, anywhere in the world in which the Company or its Affiliates conduct business and (b) with respect to all other Management Holders, the Employee may, by written notice to Management Holder is engaged on the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event date of termination of such a waiver, Management Holder’s employment or has been engaged in at any time during the Employee's agreement not to compete two (2) year period ending with the date of termination of such Management Holder’s employment, anywhere in the world in which the Company as set forth or its Affiliates conducts business. Nothing in this Section 10 2 shall be void upon his termination prohibit any Management Holder from being a passive owner of employmentnot more than 4.99% of the outstanding stock of any class of a corporation which is publicly traded, so long as such Management Holder has no active participation in the business of such corporation.

Non-Competition. In consideration of this Agreement, and for other good and valuable consideration provided hereunder, the Employee --------------- receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment hereunder and for a period of twelve (12)_ months thereafter (the Employment “Restricted Period”), Executive shall not, without the prior written consent of the Company, directly or indirectly, engage in or become associated with a Competitive Activity. For purposes of this Section 2(b), (i) a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to products or services (the “Company Products or Services”) that any business of the Company is engaged in providing as of the date hereof or at any time during the Term, and for one year thereafterprovided such business or endeavor is in the United States, unless or in any foreign jurisdiction in which the Employee Company provides, or has waived provided during the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c)Term, the Employee relevant Company Products or Services, and (ii) Executive shall not act be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as a proprietoran owner, investorprincipal, employee, officer, director, officerindependent contractor, employeerepresentative, substantial stockholder, consultantfinancial backer, agent, partner, member, advisor, lender, consultant or partner in any business engaged to a material extent in the manufacture other individual or sale of (a) mattresses representative capacity with any individual, partnership, corporation or other bedding products or (b) any other products which constitute more than ten organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), Executive may make and retain investments during the Restricted Period, for investment purposes only, up to five percent (105%) of the Company's revenues at outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the time in direct competition stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System if Executive is not otherwise affiliated with such corporation. If Executive’s employment hereunder is terminated by the Company in for any market. Ifreason other than Executive’s death, howeverDisability or Cause, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c)or by Executive for Good Reason, this covenant not then Executive shall only be subject to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 2(b) during the Restricted Period to be reasonable and necessary. Nevertheless, if the extent reasonably necessary to protect the Company from unfair competition resulting from any aspect potential misuse of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified its Confidential Information by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 Executive (as determined by the EmployeeCompany in good faith), and provided the Company will be entitled continues to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue pay Executive his base salary during such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentRestricted Period.

Non-Competition. In consideration For the period from the Closing until (a) the closing of this Agreementthe OfficeMax Transaction, or (b) if the Merger Agreement is terminated and the OfficeMax Transaction does not close, the Employee --------------- agrees thatthree (3) year anniversary of the Closing, during the Employment Termeach of ODP and Seller will not, and for one year thereafterwill ensure that none of its Subsidiaries or Affiliates will, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), the Employee shall not act directly or indirectly (including as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, member or partner partner), engage in the Business in the Restricted Countries as conducted by ODM as of the date hereof, including any development, design, manufacture, sale or promotion for sale of any product developed, designed, manufactured, sold or promoted for sale by the Business in the Restricted Countries in competition with ODM. In the event that the OfficeMax Transaction closes, for the period from such closing date until the three (3) year anniversary of the Closing, each of ODP and the Pro Forma Entity will not, and will ensure that none of its Subsidiaries or Affiliates will, directly or indirectly (including as a stockholder, consultant, member or partner) engage in the Business as conducted by ODM as of the date hereof, including any development, design, manufacture, sale or promotion for sale of any product developed, designed, manufactured, sold or promoted for sale by the Business, in any business engaged to a material extent in the manufacture or sale of (a) mattresses or other bedding products or (b) any other products which constitute more than ten percent (10%) Restricted Country where OfficeMax has no active operations as of the Company's revenues at the time in direct competition with the Company in any market. Ifdate hereof; provided, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c)that for avoidance of doubt, this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit will not restrict OfficeMax, ODP, the Employee's ability Pro Forma Entity or any of their Subsidiaries or Affiliates from in any way conducting the OfficeMax business in those countries where OfficeMax or its Affiliates has active operations as of the date hereof, including for the avoidance of doubt, in Mexico. Notwithstanding any other provisions of this Section 6.3, none of OfficeMax, ODP, the Pro Forma Entity nor any of their Subsidiaries or Affiliates will be deemed to engage be in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect violation of the provisions of this Section 106.3 by virtue of either (i) sales of any product to customers located in any Restricted Country where orders for such products have been placed through OfficeMax, ODP, the Pro Forma Entity or any of their Subsidiaries or Affiliates in a jurisdiction outside the Restricted Countries, through online sales or other media not primarily directed at customers in the Restricted Countries, or through other channels not primarily directed at customers in the Restricted Countries, or (ii) any communications (whether by press release, internet, email, social media, public announcement or otherwise) that are not primarily directed at customers in a Restricted Country. For the purposes of this Section 6.3, (x) no owner of less than five percent of the outstanding equity or voting interests of any Person and (y) no director (or other equivalent position on an equivalent governing body) of any Person, and that the Employee has had reasonable time to consider the effect of these provisions(z) without limiting clause (x) hereof, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained no pension plan, savings plan or other similar employee benefit plan owning any equity or other interests in this Section 10 a Person for passive investment purposes only, in any such case will be deemed to be reasonable and necessaryengaged in the business of such Person solely as a result of ownership of such equity or voting interests or such directorship. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdictionNotwithstanding the above, the Parties intend expressly agree that ODP, Seller and any of their Affiliates reserve the right to source any product from any manufacturer within the Restricted Countries, in the understanding that such products shall be offered for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by sale or other use outside the court, to be fully enforcedRestricted Countries. In the event of a breach or threatened breach For purposes of this Section 10 by 6.3, ODP and Seller acknowledge that Mexico is the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on only Restricted Country where OfficeMax has active operations as of the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmenthereof.

Non-Competition. In consideration Executive shall not, prior to 12 months following the end of this Agreementthe Employment Period (the “Non-Compete Period”), without the approval of the Board, directly or indirectly, (i) alone or as partner, joint venturer, officer, director, employee, consultant, agent, independent contractor or stockholder (other than as provided below) of any company or business, engage in any “Competitive Business” within the United States or any other country, or (ii) engage or participate in any effort or act to induce any customers, suppliers, associates or independent contractors of Company or any of its affiliates or subsidiaries to take any action which is disadvantageous to Company or any of its affiliates or subsidiaries or to the business in which any of them are then engaged. For purposes of the foregoing, the Employee --------------- agrees thatterm “Competitive Business” shall mean the design, sale, promotion or distribution of services of the type or categories which Company or any of its affiliates or subsidiaries have designed, sold, promoted or distributed at any time prior to the end of the Employment Period, including without limitation dedicated private line communications and related services and any technology or methods of providing telecommunications services that might be competitive with private lines communications and related services provided by Company or any of its affiliates or its subsidiaries (including without limitation Voice over Internet Protocol). Notwithstanding the foregoing, Executive shall not be prohibited during the Employment Term, and for one year thereafter, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), the Employee shall not act Non-Compete Period from acting as a proprietorpassive investor where he owns Dot more than three percent (3%) of the issued and outstanding capital stock of any publicly-held company, investor, provided that Executive is not a director, officer, employee, substantial stockholder, consultant, agent or partner in consultant of or 10 any business engaged to a material extent such public company or otherwise has no active participation in the manufacture or sale business of (a) mattresses or other bedding products or (b) such public company. In the event that any other products which constitute more than ten percent (10%) of the Company's revenues at the time in direct competition with the Company in any market. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 107 should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, it is the intention of the parties that the provision shall be amended to the extent of the maximum time, geographic, service, or other limitations permitted by applicable law. that such amendment shall apply only within the jurisdiction of the court that made such adjudication and that the Employee has had reasonable time provision otherwise be enforced to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisionsmaximum extent permitted by law. The Company and the Employee consider the restrictions contained in this Section 10 to Non-Compete Period shall be reasonable and necessary. Nevertheless, if tolled during any aspect period of these restrictions is found to be unreasonable or otherwise unenforceable violation by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach Executive of this Section 10 by 7. Notwithstanding anything to the Employeecontrary contained herein, in the event a Deactivation Notice (as such term is defined in the Asset Purchase Agreement) is issued and Executive terminates his employment as provided in Section 4(e) hereof, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver Non-Compete Period herein shall be irrevocable. In reduced to nine (9) months following the event end of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentEmployment Period.

Non-Competition. In consideration of this Agreement, the Employee --------------- agrees that, during the Employment Term, and for one year thereafter, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), the Employee shall not act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business engaged to a material extent in the manufacture or sale of (a) mattresses During the period beginning at the Closing Date and ending on the date three (3) years following the Closing Date (the “Restricted Period”), NXP covenants and agrees that no member of NXP Group shall engage in, or other bedding products acquire any equity or ownership interest in any Person that is engaged in any Restricted Business; provided, however, that no member of NXP Group will be deemed to be so engaged solely by reason of (bi) any other products which passive investment in a Person to the extent that such investment does not constitute ownership of more than ten five percent (105%) of the Company's revenues at outstanding voting stock of such Person, and no member of the time NXP Group is engaged in direct competition with the Company management of, or sits on the board of directors or other governing body of, any such Person, or (ii) selling products, providing services or licensing intellectual property in any market. If, however, the Employee has waived ordinary course of business to a Person engaged in the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination of employmentRestricted Business. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 7.10 shall not apply to be reasonable the activities of any Person or business acquired by the NXP Group after the Closing Date to the extent and necessary. Neverthelessso long as (A) (x) less than twenty percent (20%) (the “Competitive Threshold”) of the annual gross revenues of such acquired Person or business is derived from a Restricted Business; (y) the annual gross revenues of such person or business derived from a Restricted Business are less than $32.5 million; and (z) no Intellectual Property of NXP or its Subsidiaries is transferred or licensed to, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdictionmade available for use by, the Parties intend acquired Person or business in that Restricted Business or (B) the portion of the acquired Person or business engaged in the Restricted Business (1) is maintained separately from NXP; (2) no Intellectual Property of NXP or its Subsidiaries is transferred or licensed to, or otherwise made available for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified use by the courtacquired Person or business in the Restricted Business; and (3) the activities of that Restricted Business are terminated through a winding-down process that is completed no more than six (6) months from the date on which such Person or business is acquired. The Parties understand and agree that, to be fully enforced. In the event of a breach or threatened breach of except as provided in this Section 10 by the Employee7. 10, the Company will be entitled to preliminary NXP and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not its Subsidiaries are free to compete with Trident and its Subsidiaries and the Company as set forth Companies and their Subsidiaries and to do business with any such Person or any current or prospective client, customer or supplier of such Person. The provisions in this Section 10 7.10 shall be void upon his termination of employmentnot restrict the NXP Group from engaging in any activities currently conducted by NXP and its Affiliates (other than the Restricted Business).

Non-Competition. In consideration return for the performance of this Agreement, the Employee --------------- agrees thatmanagement duties described in Section 1 hereof, during the Employment Term, and Executive shall not, directly or indirectly, in any capacity whatsoever, either on Executive's own behalf or on behalf of any other person or entity with whom Executive may be employed or associated, own any interest in, participate or engage in the day-to-day supervision, management, development, marketing or operation of any office or industrial real estate facilities or such other business as Employer may be actively engaged in during the Employment Term (the "Business"). Furthermore, for a period of one year thereafterafter any applicable Section 5 termination event, unless Executive shall not, directly or indirectly, solicit, attempt to hire or hire any employee or client of Employer or solicit or attempt to lease space to or lease space to any tenant of Employer. Notwithstanding the Employee has waived foregoing, nothing herein shall prohibit Executive from (i) owning 5% or less of any securities of a competitor engaged in the Transaction Bonus same Business if such securities are listed on a nationally recognized securities exchange or traded over-the-counter on the National Association of Securities Dealers Automated Quotation System or otherwise, (ii) owning that certain 69-acre semi-improved industrial park located in Libertyville, Illinois, the office/industrial building located at 000 Xxxxxxxxxx Xxx, Xxxxxxxxxxxx Business Park, Libertyville, Illinois, and any other real property not purchased by Employer under the equity considerations described terms of the Contribution Agreement between Executive, certain limited partnership controlled by Executive and Employer, (iii) soliciting, attempting to hire or hiring Xxxxxx Xxxxx and (iv) responding to contacts initiated by those tenants identified in Subsections 6(bExhibit A attached hereto which occupy facilities owned and/or operated by Xxxxxx Xxxxxxxx and Executive (the "Tenants") and 6(c)entering into leasing transactions with such Tenants provided that such transactions do not result in such Tenants relocating from a facility owned and/or operated by Employer, the Employee shall not act as a proprietor, investor, director, officer, employee, substantial stockholder, consultantPGRT, or partner in any business engaged to a material extent in the manufacture or sale of (a) mattresses or other bedding products or (b) any other products which constitute more than ten percent (10%) of the Company's revenues at the time in direct competition with the Company in any markettheir respective subsidiaries. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete Executive shall be void upon entitled to manage the Employee's termination building located at 000 Xxxxxxxxxx Xxx, Xxxxxxxxxxxx Xxxxxxxx Xxxx, Xxxxxxxxxxxx, Xxxxxxxx, prior to their acquisition by PGRT, on the business time of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee Employer and Employer or PGRT or any of their respective subsidiaries will not receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney any fees with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentproperty.

Non-Competition. In consideration of this Agreement, the Employee --------------- agrees that, during the Employment Term, and for one year thereafter, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), the Employee shall not act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business engaged to a material extent in the manufacture or sale of (a) mattresses or other bedding products or (b) any other products which constitute more than ten percent (10%) of the Company's revenues at the time in direct competition with the Company in any market. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney Except with respect to these provisions. The Company and the Employee consider performance of Sellers’ obligations under the restrictions contained in this Section 10 to be reasonable and necessary. NeverthelessTransition Agreement, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by for a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending commencing on the date of a Change this Agreement and ending five (5) years after the date of Controlthis Agreement (such period, as applicable, the Employee may“Restriction Period”), each of Buyer and Sellers shall not, and shall ensure that its Affiliates do not, directly or indirectly, including through any acquisition, license, partnership, joint venture or distribution arrangement, market, distribute, offer for sale, or sell in the United States, any therapeutic product containing baclofen as an active ingredient (other than any such products Exploited by written notice Buyer and its Affiliates as of the date hereof as set forth on Schedule 7.12 hereto) (a “Competing Product”), or knowingly aid or assist any Third Party in doing any of the foregoing. Notwithstanding anything herein to the Companycontrary, elect nothing in this Section 7.12(a) shall prohibit or restrict the ability of Buyer, any Seller or their Affiliates from beneficially owning less than five percent (5%) of any class of the outstanding securities of any publicly-traded Person or conducting research and development in the ordinary course of business. If a Party or any of its controlled Affiliates or any Person that directly or indirectly owns a majority of the voting power of the capital stock of such Party (such Person, a “Parent”) signs a definitive agreement with respect to waive his Transaction Bonus and a merger or acquisition by which it would acquire rights (other than residual financial rights) in a Competing Product at any time during the equity considerations described Restriction Period, then it (or its applicable controlled Affiliate or Parent) shall have nine (9) months from the closing of such definitive agreement to divest itself of such rights in Subsections 6(bthe Competing Product and, during such nine (9) and 6(cmonth period, the sale, marketing or distribution of such Competing Product shall not be in violation of this Section 7.12(a). Such waiver shall be irrevocable. In the event case of divestiture under the preceding sentence, such divestiture can occur by either (x) an outright sale of all rights in the Competing Product to a Third Party or (y) a license to one or more Third Parties of the right to sell, market and distribute such Competing Product so long as such Party and its subsidiaries and parent entities only retain residual financial rights with respect to such Competing Product and do not exercise or have the ability to exercise any role or influence in any manner over the conduct of the business of such Competing Product (other than the protection of reputational, intellectual property or similar rights or interests). For the avoidance of doubt, if a waiverParty enters into a transaction with any Person whereby such Party undergoes a Change in Control, then the Employee's agreement not to compete with the Company as set forth in foregoing limitations and requirements of this Section 10 7.12(a) shall not apply to such acquiring Person or any of its Affiliates other than the applicable Party and its controlled Affiliates prior to such transaction, nor shall such Party and its controlled Affiliates be prohibited from entering into intercompany transfers or services with such Person or its other Affiliates as do not relate to a Competing Product. It is further understood and agreed that the remedies at law are inadequate in the case of any breach of this covenant and that Buyer or Sellers, as the case may be, shall be void upon his termination entitled to equitable relief, including the remedy of employmentspecific performance, with respect to any breach of such covenant.

Non-Competition. In consideration of this Agreement, From the Employee --------------- agrees that, during the Employment Term, Effective Date and for one year thereafterthe period ending two (2) years following the Termination Date, unless the Employee has waived the Transaction Bonus Xxxxxxxxx shall not, directly or indirectly and the equity considerations described whether on his own behalf or on behalf of any other person, partnership, association, corporation or other entity, engage in Subsections 6(b) and 6(c), the Employee shall not act as a proprietor, investoror be an owner, director, officer, employee, substantial stockholderagent, consultantconsultant or other representative of or for, or partner in lend money or equipment to or otherwise support, any business engaged to that manufactures, engineers, markets, sells or provides, within a material extent in 250-mile radius of any then existing facility (including without limitation sales offices, manufacturing facilities, or engineering and/or drafting offices) of the manufacture Company and its subsidiaries and affiliates, metal building systems or sale of components (a) mattresses including, without limitation, primary and secondary framing systems, roofing systems, end or side wall panels, sectional or roll-up doors, insulated metal panels or other bedding products metal components of a building structure), coated or (b) painted steel or metal coils, coil coating or coil painting services, or any other products which constitute more than ten percent (10%) or services that are the same as or similar to those manufactured, engineered, marketed, sold or provided by the Company or its subsidiaries and affiliates prior to the Termination Date. Ownership by Xxxxxxxxx of equity securities of the Company's revenues at the time , or of equity securities in direct competition with the Company in any market. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands other public or privately-owned companies that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth constituting less than 1% of the voting securities in this Section 10 such companies, shall be void upon his termination deemed not to be a breach of employment.this covenant. XXXXXXXXX AGREES AND STIPULATES THAT IN ANY ACTION OR CLAIM BROUGHT BY HIM OR IN ANY ACTION OR CLAIM BROUGHT AGAINST HIM INVOLVING THE PROVISIONS OF THIS SECTION 4, XXXXXXXXX HEREBY WAIVES ANY CLAIM OR DEFENSE THAT THE ABOVE NON-COMPETITION COVENANTS ARE UNENFORCEABLE, VOID OR VOIDABLE, FOR ANY REASON, INCLUDING, BUT NOT LIMITED TO, FRAUD, MISREPRESENTATION, ILLEGALITY, UNENFORCEABLE RESTRAINT OF TRADE, FAILURE OF CONSIDERATION, ILLUSORY CONTRACT, MISTAKE, OR ANY OTHER SUBSTANTIVE LEGAL DEFENSE. FURTHER, XXXXXXXXX AGREES AND STIPULATES THAT THE PROVISIONS OF THIS SECTION COMPORT WITH AND ARE IN STRICT COMPLIANCE WITH SECTION 15.50, ET SEQ. OF THE TEXAS BUSINESS & COMMERCE CODE. Agreement Page 4 of 14

Non-Competition. In consideration The Employee shall not, at any time during the Employment Term and for a period (the "Restricted Period") of three (3) years thereafter, directly or indirectly, except where specifically contemplated by the terms of his employment or this Agreement, (a) be employed by, engage in or participate in the ownership, management, operation or control of, or act in any advisory or other capacity for, any Competing Entity which conducts its business within the Territory; PROVIDED, HOWEVER, that notwithstanding the foregoing, the Employee --------------- agrees that, during may make solely passive investments in any Competing Entity the Employment Term, common stock of which is publicly held and for one year thereafter, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), of which the Employee shall not act as a proprietorown or control, investordirectly or indirectly, director, officer, employee, substantial stockholder, consultant, or partner in any business engaged to a material extent in the manufacture aggregate securities which constitute 5% or sale more of (a) mattresses the voting rights or other bedding products equity ownership of such Competing Entity; or (b) solicit or divert any other products which constitute more than ten percent (10%) business or any customer from the Subsidiary or any Affiliate of the Company's revenues at the time Subsidiary or assist any person, firm or corporation in direct competition doing so or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Company Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in any market. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination of employmentdoing so. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for aboveagrees that, but acknowledges that the Employee will receive sufficiently higher remuneration and notwithstanding any other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions provision of this Section 10Agreement to the contrary, and that the Employee has had reasonable time to consider the effect if he breaches any of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions his covenants contained in this Section 10 13, then, in addition to any other remedy which may be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies available at law or in equity equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which it deems appropriate. During the ten Employee is otherwise entitled pursuant to Section 10(a), and (102) day period ending receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) [and any Closing Bonus] theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation [and Closing Bonus]; PROVIDED, HOWEVER, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments [and Closing Bonus] pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments [and Closing Bonus] that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments [and Closing Bonus] multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date of a Change of Control, on which the Employee may, by written notice to the Company, elect to waive first engages in such breach of his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth covenants contained in this Section 10 13 and the denominator of which shall be void upon his termination the total number of employmentdays comprising the Restricted Period.

Non-Competition. In consideration (a) For a period of this Agreement, four years after the Employee --------------- agrees that, during Closing (the Employment Term, and for one year thereafter, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c"Restricted Period"), the Employee Parent shall not, and will cause its Affiliates not act as a proprietorto, investorengage, directordirectly or indirectly, officer, employee, substantial stockholder, consultant, or partner in any business engaged to a material extent anywhere in North America or Europe (the "Territory") that provides integrated contract pharmaceutical packaging services for clinical trials (the "Competing Service"); provided the foregoing shall not prohibit the Parent and its Affiliates from (i) acquiring, directly or indirectly, securities listed on any national securities exchange or traded actively in the manufacture national over-the-counter market of any Person that provides the Competing Service in the Territory, provided that the Parent does, and the Parent causes its Affiliates to, not, in the aggregate, own more than five percent of the outstanding voting power or sale common stock of such Person; (aii) mattresses acquiring a company (the "Diversified Company") or a business having not more than 20% of its gross revenues attributable to providing the Competing Service as of the Closing Date provided that the Parent and its Affiliates do not provide the Competing Service other bedding than through the Diversified Company; and (iii) using sub-contractors that are not Affiliates of the Parent to provide the Competing Service, provided that (A) the provision of the Competing Service is incidental to the supply of the products or services of the Parent or its Affiliates to the customers of the Parent or its Affiliates, and (bB) unless such customers shall have specifically identified a third party as the provider of the Competing Service, the Parent shall, and shall cause its Affiliates to, use their reasonable efforts in good faith (x) to offer the Purchasers the opportunity to bid on the sub-contract for such Competing Service and (y) to make the Purchasers aware of the opportunity, and to bid on the contract, to provide the Competing Service directly to the customers of the Parent or its Affiliates if the Sellers make any other products which constitute more than ten percent (10%) third party provider of the Company's revenues at Competing Service aware of such opportunity. Notwithstanding any of the time in direct competition with the Company in any market. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c)foregoing, this covenant Section 5.05 shall not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had prohibit any Person (or an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event Affiliate of such a waiverPerson) that Acquires the Parent from providing the Competing Service, provided that no such Person (or any Affiliate of such Person) may provide the Employee's agreement not to compete with Competing Service through the Company as set forth in this Section 10 shall be void upon his termination of employmentParent or its subsidiaries.

Non-Competition. In consideration A. Employee is familiar with the business of Company, the commercial and competitive nature of the industry, and with her extraordinary and unique services and abilities which enable her to seek and obtain similar employment in the broadcast industry. Employee recognizes that the value of Company's business would be injured if Employee obtained comparable employment with any of Company's competitors which own broadcast properties within any of the markets in which the Company owns 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. For purposes of this AgreementSection 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 --------------- agrees thatfurther 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 "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 Employment Non-Competition Term, and for one year thereafterany 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, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c)whichever is applicable. Furthermore, the Employee this Section 12 shall not act as 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 proprietorChange of Control becomes effective. Notwithstanding anything herein to the contrary, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business engaged to a material extent in if the manufacture or sale of (a) mattresses or other bedding products or (b) any other products which constitute more than ten percent (10%) of the Company's revenues at the time in direct competition with the Company in any market. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's expiration/termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of Agreement occurs after a Change of Control, Employee shall be released from her non-competition covenant under this Section 12 solely with respect to the Los Angeles dominant market area ("DMA") and with respect to the Nashville DMA, provided that Employee may, by gives the Company thirty (30) days written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not her intent to compete with the Company as set forth in either or both such DMA's and a written release of her rights to receive further payments or benefits under either Section 8B or 9B of this Section 10 shall be void upon his termination of employmentAgreement.

Non-Competition. Each of the Equity Holders and the Seller is familiar with the trade secrets related to the Business and with other Confidential Information concerning the Business, including all (a) inventions, technology and research and development related to the Business, (b) customers and clients and customer and client lists related to the Business, (c) products (including products under development) and services related to the Business and related costs and pricing structures and manufacturing techniques, (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. Each of the Equity Holders and the Seller 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 AgreementAgreement (in respect of which payment each of the Equity Holders and the Seller expressly acknowledges that he or it derives a substantial and direct benefit), and in order to protect the Employee --------------- value of the Business acquired by the Buyer hereunder (including the goodwill inherent in the Business as of the date hereof), each of the Equity Holders and the Seller hereby agrees that, that during the Employment Term, period commencing on the Closing Date and for one year thereafter, unless ending on the Employee has waived second (2nd) anniversary of the Transaction Bonus and Closing Date (the equity considerations described in Subsections 6(b) and 6(c“Non-Competition Period”), the Employee such Party shall not acquire or hold any economic or financial interest in, act as a proprietorpartner, investormember, director, officer, employee, substantial stockholder, consultantor representative of, render any services to, or partner otherwise operate or hold an interest in any Person (other than the Seller) having any location in any county in which the Business or the Buyer conducts operations, which entity, enterprise or other Person primarily engages in, directly or indirectly, any business engaged to a material extent that competes with the Business or operates in the manufacture or sale hospitality insurance industry; provided, however, that nothing contained herein shall be construed to prohibit any such Party from purchasing up to an aggregate of (a) mattresses or other bedding products or (b) any other products which constitute more than ten two percent (102%) of the Company's revenues at the time in direct competition with the Company in any market. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect class of the provisions outstanding voting securities of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, any other Person whose securities are listed on a national securities exchange (but only if any aspect of these restrictions such investment is found to be unreasonable or otherwise unenforceable by held on a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(cpurely passive basis). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employment.

Non-Competition. Each of the Equity Holders and the Seller is familiar with the trade secrets related to the Business and with other Confidential Information concerning the Business, including all (a) inventions, technology and research and development related to the Business, (b) customers and clients and customer and client lists related to the Business, (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. Each of the Equity Holders and the Seller 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 each of the Equity Holders and the Seller expressly acknowledges that he/she 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), each of the Equity Holders and the Seller hereby agrees that during the period commencing on the Effective Date and ending on the third (3rd) anniversary of the Effective 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) having any location in any county in which the Business or the Buyer conducts operations, which entity, enterprise or other Person primarily engages in, directly or indirectly, any business that competes with the Business; provided, however, that nothing contained herein shall be construed to prohibit any such Party from purchasing up to an aggregate of two percent (2%) of any class of the outstanding voting securities of any other Person whose securities are listed on a national securities exchange (but only if such investment is held on a purely passive basis). Notwithstanding the above, if Buyer terminates the employment of Sxxxxxx X. Sales without cause or materially breaches this Agreement, the Employee --------------- agrees that, during the Employment Term, and for one year thereafter, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), the Employee shall not act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business engaged to a material extent in the manufacture or sale of (a) mattresses or other bedding products or (b) any other products which constitute more than ten percent (10%) of the Company's revenues at the time in direct competition with the Company in any market. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10, and that 5.3.2 shall terminate following a thirty (30) day cure-period (the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions“Cure Period”) where Buyer may correct such material breach. The Company and Cure Period shall commence upon Buyer’s receipt of written notice from the Employee consider Seller detailing the restrictions contained in this Section 10 particular act or acts or failure or failures to be reasonable and necessaryact that constitute the material breach. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach The termination of this Section 10 by 5.3.2 shall thereafter be effective at the Employee, expiration of the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce Cure Period unless Buyer has fully cured such breach during the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentCure Period.

Non-Competition. In consideration Executive acknowledges that: (i) Grom Group operates a social media network designed for children, non-adults and families, and the principal business activity of (A) Curiosity Ink is producing animated and/or other feature films, television series and physical books for a children, non-adults and families, including by creating original content revitalizing pre-existing intellectual existing properties and (B) Top Draw is the production of animation for films, televisions series and other media (each described in this Agreementclause (b)(i), a "Restricted Business"); (ii) during his employment or association with the Employee --------------- Company, Curiosity Ink, Top Draw and/or Grom Group he has or will become familiar with proprietary information, work product, trade secrets and other Confidential Information relating to a Restricted Business; and (iii) his services have been and will be of special, unique and extraordinary value to Grom Group. Executive therefore agrees that, that during the Employment Term, Period and for a period of one (1) year thereafter, unless thereafter (the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c"Non-Compete Period"), the Employee shall Executive will not act as a proprietordirectly or indirectly own, investormanage, directorcontrol, officerparticipate in, employeeconsult with, substantial stockholder, consultantrender services for, or partner in any other manner engage in any business engaged to a material extent which competes either directly or indirectly with Curiosity Inc., Top Draw or Grom Group in the manufacture Restricted Business in any market in which any Grom Group member is then operating, or sale is or was considering operating at any given point in time during the Employment Period. Nothing in this Section 8(b) will be deemed to prohibit the Executive from having an equity interest in the Company or Curiosity Inc. or being a passive owner of (a) mattresses or other bedding products or (b) any other products which constitute more less than ten two percent (102%) of an entity in a competing business as described above which is publicly traded, so long as Executive has no direct or indirect participation in such entity. Notwithstanding the Company's revenues at foregoing, Executive shall not be subject to the time foregoing covenants regarding Restricted Business post-Termination Date in direct competition with the Company in any market. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands event that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits Executive’s employment hereunder is terminated: (i) for any reason during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect first three (3) months of the provisions Initial Term or (ii) for cause during the first six (6) months of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentInitial Term.

Non-Competition. In consideration ESG SpinCo acknowledges and agrees, on its and its controlled Affiliates’ behalf, that KLX and its Affiliates (including following the consummation of the transactions contemplated by the ASG Merger Agreement, ASG Buyer and its Affiliates) would be irreparably damaged if ESG SpinCo or any of its controlled Affiliates were to provide services or to otherwise participate in the ownership, management, operation or control of a business that engages in the sale of aerospace fasteners and other consumables directly to suppliers to the commercial, business jet, military and defense airframe manufacturers, the airframe manufacturers, the airlines, aircraft leasing companies, MRO providers, domestic military depots, general aviation, and other distributors anywhere in the world (the Restricted Business) and that any such competition or activity by ESG SpinCo or any of its controlled Affiliates would result in a significant loss of goodwill by KLX and its Affiliates in respect of the Restricted Business. Effective as of, and contingent upon, the Effective Time, ESG SpinCo agrees that until the fifth (5th) anniversary of the Distribution Date, it will not, and will cause its controlled Affiliates not to, directly or indirectly, through one or more Representatives or other third parties, own, manage, operate, control or participate in the ownership, management, operation or control of a Restricted Business anywhere in the world (it is understood and agreed that for this purpose the Restricted Business shall be deemed to be conducted everywhere in the world); provided, however, that it shall not be a violation of this Agreement, the Employee --------------- agrees that, during the Employment Term, and Section 3.09 for one year thereafter, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(bESG SpinCo or its Affiliates to (i) and 6(cown (directly or indirectly), the Employee shall not act as a proprietorpassive investment, investor, director, officer, employee, substantial stockholder, consultant, any class of securities that are publicly traded or partner in listed on any business engaged to a material extent in the manufacture securities exchange or sale of (a) mattresses or other bedding products or (b) any other products which constitute more automated quotation system and that constitutes less than ten two percent (102%) of the Company's revenues at outstanding voting power of the time issuing Person; (ii) permit their Representatives to perform speaking engagements and receive honoraria in direct competition connection with the Company such speaking engagements; or (iii) engage or participate in any market. If, however, the Employee has waived the Transaction Bonus and the equity considerations described activity consented to in Subsections 6(b) and 6(c), this covenant not to compete shall advance in writing by ASG Buyer where ASG Buyer acknowledges in such writing that such activity would be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions a violation of this Section 103.09 and expressly waives compliance with this Section 3.09. ESG SpinCo agrees, on its and its controlled Affiliates’ behalf, that the Employee has had this covenant is reasonably designed to protect KLX’s substantial investment and is reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company its duration, geographical area and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentscope.

Non-Competition. In consideration During the term of this Agreementmy employment with DOIL or any Affiliate of DOIL and for a period of [_____] after xxx termination of such xxxloyment for any reason, I shall not, directly or indirectly, manage, operate or control, or participate in the management, operation or control of, or become employed by or render advisory or other services to (other than in a capacity as a lawyer, accountant or consultant working for a law, accounting or nationally recognized consulting firm that has been retained by a Fund), any business, whether in corporate, proprietorship or partnership form or otherwise, engaged in sponsoring, managing or serving as the investment advisor to private Funds that are excluded from the definition of "investment company" under the Investment Company Act and whose primary investment objective is to make private equity investments in or mezzanine loans to companies located in countries that are generally recognized by the financial community to be emerging markets (a "Competitive Fund"). Notwithstanding the foregoing, if my employment with both DOIL and all entities Affiliated with DOIL is terminated by DOIL xxx the entities Affiliated with DOIL fxx xny reason other txxx for Cause, the Employee --------------- agrees thatrestrictions set xxxth in this Paragraph 1 shall cease and have no further force and effect, during effective with such termination. For purposes hereof, my employment shall be deemed to be terminated for "cause" if my employment is terminated at any time under the Employment Term, and for one year thereafter, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), the Employee shall not act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business engaged to a material extent in the manufacture or sale of following circumstances: (a) mattresses I fail to perform any of my material obligations in relation to my employment with DOIL or other bedding products any Affiliate of DOIL (including, but not limited to, comxxxxnce with the terms ox xxis Agreement) and fail to cure such failure within thirty (30) days after receiving written notice from DOIL or any Affiliate of DOIL; (b) DOIL or any other products which constitute more than ten percent (10%) Affiliate of the Company's revenues at the time in direct competition with the Company in DOIL rxxxxnably believes that X xxve coxxxxted an act of fraud, xheft or dishonesty against DOIL or any market. IfAffiliate of DOIL, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive reliefincluding, without bond limitation, mixxxxropriation of assets ox XXIL and its Affiliates; or security(c) I am convicted (or plead NOLO CONTXXXXRE to) any felony or any misdemeanor involving moral turpitude or a violation of any Securities Law or which might, sufficient in the reasonable opinion of DOIL or any Affiliate of DOIL, cause financial, reputational or xxxulatory harm to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date DOIL ox xxy Affiliate of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentDOIL.

Non-Competition. In consideration of this Agreement, the Employee --------------- agrees that, during the Employment Term, and for one year thereafter, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), the Employee shall not act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business engaged to a material extent in the manufacture or sale of (a) mattresses For a period commencing on the Closing Date and terminating on the third anniversary thereof (the "PERIOD"), as an inducement to Buyer to execute this Agreement and complete the transactions contemplated hereby, and in order to preserve the goodwill associated with the Business, Parent and Seller will not (1) engage in, continue in, participate in or have any material interest in any sole proprietorship, partnership, corporation or business that is engaged primarily or in any material respect in the business of the manufacture, sale or distribution of pressure sensitive and water activated tape and industrial electrical tape serving either the retail or industrial end markets (the "PROHIBITED BUSINESS") in North America (the "TERRITORY"), (2) consult with, advise or assist in any way, whether or not for consideration, any corporation, partnership, firm or other bedding business organization which is now or becomes a competitor of Buyer in any aspect with respect to the Prohibited Business, including, but not limited to, with respect to the Prohibited Business, advertising or otherwise endorsing the products of any such competitor, soliciting customers or otherwise serving as an intermediary for any such competition or engaging in any form of business transaction on other than an arms'-length basis with any such competitor; or (b3) unless Buyer has terminated such Transferred Employee, solicit for employment any other products which constitute more Transferred Employee that has been employed by Buyer, without the prior consent of Buyer; PROVIDED, HOWEVER, that nothing herein shall be deemed to prevent (i) Parent or Seller from acquiring through market purchases and owning, solely as an investment, less than ten five percent (10%of the equity securities of any class of any issuer whose shares are registered under Section 12(b) or 12(g) of the Company's revenues at Exchange Act, and are listed or admitted for trading on any United States national securities exchange or are quoted on the time Nasdaq National Market, or any similar system of automated dissemination of quotations of securities prices in direct competition with common use, so long as neither Parent nor Seller is a member of any "control group" (within the Company in any market. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect meaning of the provisions rules and regulations of this Section 10the United States Securities and Exchange Commission) of any such issuer, and that (ii) any offer by Parent or Seller to employ a person in the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten Prohibited Business (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company except as set forth in this Section 10 shall be void upon his termination Section), or (iii) Parent or Seller from being acquired by a person engaged in any business in competition with the Prohibited Business of employment.Seller. The parties agree that Buyer may sell, assign or otherwise transfer this covenant not to compete, in whole or in part, to any person, corporation, firm or entity that succeeds to the

Non-Competition. In consideration During the Employment Period and after termination of Executive’s employment hereunder, whether or not such termination is without Cause or for Good Reason, Executive shall not be involved in the Restricted Business Activities, as defined below, for the period ending two (2) years after the date of termination of Executive’s employment (the “Non-compete Period”) provided that the Company has not otherwise breached its obligations under the Agreement. As used in this Agreement, the Employee --------------- agrees thatterm “Restricted Business Activities” shall mean any business which markets and sells to customers of a class or category to which the FGX Group markets and sells at the time Executive’s employment terminated products or services marketed and sold by the FGX Group at such time or products or services which at such time the FGX Group was actively considering marketing and selling to such customers. During the Non-compete Period, during Executive shall not, without the Employment Termwritten approval of the Company, and directly or indirectly, either as an individual, partner, joint venturer, employee or agent for one year thereafterany person, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c)company, the Employee shall not act corporation or association, or as a proprietor, investor, director, an officer, employeedirector or stockholder of a corporation or otherwise, substantial stockholder, consultant, enter into or partner engage in any business engaged to or have a material extent proprietary interest in the manufacture or sale Restricted Business Activities other than the ownership of (a) mattresses or other bedding products or the stock of the Company then held by Executive, and (b) any other products which constitute no more than ten five percent (105%) of the Company's revenues securities of any other publicly-held company. Executive recognizes and agrees that because a violation by him of his obligations under this Section 9 will cause irreparable harm to the FGX Group that would be difficult to quantify and for which money damages would be inadequate, any party included in the definition of the FGX Group shall have the right to injunctive relief to prevent or restrain any such violation, without the necessity of posting a bond. The Non-compete Period will be extended by the duration of any violation by Executive of any of his obligations under this Section 9. Executive expressly agrees that the character, duration and scope of his obligations under this Section 9 are reasonable in light of the circumstances as they exist at the time in direct competition with the Company in any marketdate upon which this Agreement has been executed. IfHowever, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall should a determination nonetheless be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable made by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdictionjurisdiction at a later date that the character, duration or geographical scope of such obligations is unreasonable in light of the Parties intend for such restrictions to be modified by such court so circumstances as to be reasonable and enforceable andthey then exist, as so modified by then it is the court, to be fully enforced. In the event intention of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof both Executive and the Company will that Executive’s obligations under this Section 9 shall be entitled construed by the court in such a manner as to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending impose only those restrictions on the date conduct of a Change Executive which are reasonable in light of Control, the Employee may, by written notice circumstances as they then exist and necessary to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with assure the Company as set forth in of the intended benefit of Executive’s obligations under this Section 10 shall be void upon his termination of employment9.

Non-Competition. In consideration of this Agreementthe Company’s promise to disclose, and disclosure of, its Confidential Information and other good and valuable consideration provided hereunder, the Employee --------------- receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees thatand covenants that until the longer of (i) the last day of the Term and (ii) a period of 12 months beyond Executive ‘s date of termination of employment from the Company or any of its subsidiaries or affiliates for any reason, during including the Employment Term, and for one year thereafter, unless expiration of the Employee has waived Term (the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c“Restricted Period”), Executive shall not, directly or indirectly, engage in, assist or become associated with a Competitive Activity. For purposes of this Section 2(b): (i) a “Competitive Activity” means, at the Employee time of Executive’s termination, any business or other endeavor in any jurisdiction of a kind being conducted by the Company or any of its subsidiaries or affiliates (or demonstrably anticipated by the Company or its subsidiaries or affiliates and, for avoidance of doubt, such affiliates to exclude Expedia, Inc. or any of its subsidiaries), in any jurisdiction as of the Effective Date or at any time thereafter; and (ii) Executive shall not act be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as a proprietoran owner, investorprincipal, employee, officer, director, officerindependent contractor, employeerepresentative, substantial stockholder, consultantfinancial backer, agent, partner, advisor, lender, or partner in any business other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding the foregoing, (i) Executive may make and retain investments during the Restricted Period, for investment purposes only, in less than 5% of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System if Executive is not otherwise affiliated with such corporation; (ii) Executive may serve as an employee or partner (or otherwise hold an ownership interest) in an investment firm that has an ownership interest in a partnership, corporation or other organization that is engaged in a Competitive Activity, provided that such ownership interest does not constitute greater than 20% of such investment firm’s total assets under management and Executive is not directly involved with the provision of direction or management of such entity; and (iii) Executive may serve as an employee of or partner (or otherwise hold an ownership interest) in a consultancy or investment bank engaged in providing advisory services to a material extent entities engaged in Competitive Activities, provided that Executive is not directly involved in the manufacture or sale of (a) mattresses or other bedding products or (b) any other products which constitute more than ten percent (10%) provision of the Company's revenues at the time in direct competition with the Company in any market. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not advisory services to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmententities.

Non-Competition. In consideration Each Major Seller acknowledges that (a) the Buyer would not have entered into this Agreement but for the agreements and covenants contained in this Section 11 and (b) the agreements and covenants contained in this Section 11 are essential to protect the business and goodwill of the Company and the Business. To induce the Buyer to enter into this Agreement, the Employee --------------- agrees that, during the Employment Termeach Major Seller hereby severally, and not jointly, agrees that following the Closing Date and for one year thereafter, unless a period of three (3) years thereafter (the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c“Restricted Period”), such Major Seller shall not, directly or indirectly, own, manage, operate, join, control or participate in the Employee shall not act as a proprietorownership, investormanagement, director, officer, employee, substantial stockholder, consultantoperation or control of, or partner in be employed or retained by, render services to, provide financing (equity or debt) or advice to any business engaged to a material extent in the manufacture business of researching, developing, distributing and/or manufacturing generic pharmaceutical products for distribution, directly or sale through a third party in (i) any country where the Buyer or any of (a) mattresses its Affiliates has commenced distribution, marketing or sales of generic pharmaceutical products prior to the date that such other bedding business has commenced distribution, marketing or sales of generic pharmaceutical products in such country or (bii) in the United States of America; provided, however, that nothing contained herein shall (A) prevent the purchase or ownership by any other products which constitute more Major Seller of less than ten percent (10%) percent of the Company's revenues at outstanding equity securities of any class of securities of a company registered under Section 12 of the time Securities and Exchange Act of 1934, as amended, or (B) restrict or prevent any Major Seller from, directly or indirectly, owning, managing, operating, joining, controlling or participating in direct competition with the Company ownership, management, operation or control of, or being employed or retained by, rendering services to, providing financing (equity or debt) or advice to, or otherwise be connected in any market. Ifmanner with CONFIDENTIAL INFORMATION OMITTED (TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION) ASTERISKS DENOTE SUCH OMMISSIONS any business engaged in the business of researching, howeverdeveloping, distributing and/or manufacturing generic pharmaceutical products solely for distribution (whether directly or through a third party) (1) outside both (x) countries where the Employee Buyer or any of its Affiliates has waived commenced distribution, marketing or sales of generic pharmaceutical products and (y) the Transaction Bonus and the equity considerations described United States of America or (2) in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and a country other benefits from the Company hereunder than the Employee would otherwise receive to justify United States of America in which such restriction. The Employee acknowledges that business is engaged in such conduct before the Employee understands the effect Buyer or any of its Affiliates has commenced distribution, marketing or sales of generic pharmaceutical products, regardless of the provisions location of this Section 10the facilities, and that the Employee has had reasonable time to consider the effect of these provisionsoffices, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Neverthelessmanagement, if any aspect of these restrictions is found to be unreasonable properties or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event assets of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentbusiness.

Non-Competition. In consideration (a) For a period of this Agreementfive years after the Closing Date (the "Restricted Period"), the Employee --------------- Seller agrees that the Seller shall not (and the Seller shall cause the Remaining Subsidiaries and any Person Controlled by the Seller or the Remaining Subsidiaries not to) engage, directly or indirectly, anywhere within the United States and Canada (the "Restricted Territory") in any business that sells, markets, manufactures, distributes, produces or supplies football and baseball helmets, shoulder pads, football and baseball uniforms and other football and baseball products (except practice wear), football and baseball protective equipment products and sports collectible products ("Xxxxxxx Products"), including but not limited to the kind of such Xxxxxxx Products sold, marketed, manufactured, distributed, produced or supplied by the Seller or the Seller Subsidiaries in the operation of the Business as of the Closing Date (a "Xxxxxxx Competitive Business") or, without the prior written consent of the Buyer, directly or indirectly, own any interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in or be connected with, as partner, stockholder, consultant or otherwise, any Person which engages or intends to engage in a Xxxxxxx Competitive Business in the Restricted Territory. As a separate and independent covenant, the Seller further agrees with the Buyer that, during the Employment TermRestricted Period, the Seller will not (and the Seller shall cause the Remaining Subsidiaries and any Person Controlled by the Seller or the Remaining Subsidiaries not to) in any way, directly or indirectly, for the purpose of conducting or engaging in any Xxxxxxx Competitive Business or selling, marketing, manufacturing, distributing, producing or supplying Xxxxxxx Products, solicit, advise or otherwise do for such purpose, or attempt to do for such purpose, business with any customers of the Buyer, the Seller Subsidiaries or the Business or take away or interfere or attempt to interfere with any customer, trade, business or patronage of the Buyer, the Seller Subsidiaries or the Business or interfere with or attempt to interfere with any officers, employees, representatives or agents of the Buyer, the Seller Subsidiaries or the Business or hire, solicit, induce or attempt to induce any of them to leave the employ of Buyer, the Seller Subsidiaries or the Business or violate the terms of their Contracts, or any employment arrangements. Notwithstanding the foregoing: (i) the Seller shall not during and after the Restricted Period be prohibited by this Section 5.15(a) from distributing to customers of the Buyer, the Seller Subsidiaries or the Business cheerleading and dance team products and soccer products or from operating cheerleading and dance team camps and competitions for such customers, and for one year thereafter(ii) Fox Athletic LLC, unless a subsidiary of the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(cSeller ("Red Fox"), is hereby authorized to sell Uniforms to the Employee Buyer pursuant to, and in accordance with, the terms and conditions of the Apparel Supply Agreement and Red Fox shall not act as a proprietorbe prohibited during and after the Restricted Period from selling Uniforms, investorprovided that such Uniforms are sold by Red Fox, directorin bona fide arms-length transactions, officer, employee, substantial stockholder, consultant, only to distributors of such Uniforms that are not Affiliates of the Seller or partner in any business engaged Red Fox for resale only to a material extent in the manufacture or sale of (a) mattresses retailers and not directly to schools or other bedding products or (b) any other products which constitute more than ten percent (10%) of the Company's revenues at the time in direct competition with the Company in any market. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentcustomers.

Non-Competition. In consideration Each Group B Seller acknowledges and agrees that such Group B Seller has had access to or received and may continue to have access to valuable confidential information and trade secrets of this Agreementthe Company and exposure to key suppliers, the Employee --------------- agrees that, during the Employment Termservice providers, and for one year thereafter, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), the Employee shall not act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, clients or partner in any business engaged to a material extent in the manufacture or sale of (a) mattresses or other bedding products or (b) any other products which constitute more than ten percent (10%) customers of the Company's revenues at . Accordingly, because of such Group B Seller’s and/or the time in direct competition with the Company in any market. Ifrelevant Key Employee’s access to, howeverand knowledge of, the Company’s confidential information and trade secrets and key suppliers, service providers and clients or customers, as well as Group B Seller’s or Key Employee’s extraordinary position within the Company, such Group B Seller or Key Employee has waived the Transaction Bonus and the equity considerations described would be in Subsections 6(b) and 6(c), this covenant not a unique position to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain divert business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive and to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10, and that the Employee has had reasonable time commit irreparable damage to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will were such Group B Seller or Key Employee be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not allowed to compete with the Company as or to commit any of the other acts prohibited below. Each Group B Seller or Key Employee therefore recognizes that the assumption of non-competition and non-solicitation obligations by such Group B Seller is a key consideration and an essential condition for the Purchaser’s decision to enter into this Agreement and pay the Purchase Price, and is necessary to protect the legitimate interests of the Company and in order to protect the legal rights and interests of all Parties under this Agreement. Each Group B Seller acknowledges and agrees that the limitations of time, geography, and scope of activity set forth in this Section 10 shall be void upon his ARTICLE 7 are reasonable because, among other things, the Company is engaged in a highly competitive industry; the Group B Sellers and/or the Key Employees have had and may continue to have access to the trade secrets and know-how of the Company, including without limitation the plans and strategy (and in particular, the competitive strategy) of the Company; and these limitations are necessary to protect the trade secrets, Confidential Information, and goodwill of the Company. Accordingly, each Group B Seller and/or Key Employee hereby undertakes, for the period of (i) thirty-six (36) months from the Closing Date; or (ii) eighteen (18) months of termination of employmentemployment with the Company of such Group B Seller or applicable Key Employee; whichever occurs last and up to a maximum term of five years as from the Closing Date, the obligation not to, directly or indirectly, on his own account, jointly with or on behalf of any other person or corporation as an independent contractor, partner, joint venture partner, or agent, or as principal, or otherwise on any account or pretense or as a trustee, officer, director, manager, shareholder, employee, advisor, or agent of any corporation, trust or other business organization or commercial entity, compete with the Company, Purchaser and/or its Affiliates, in any state or country, territory or jurisdiction, in activities defined for the purposes of this Section 7.6 as follows: the business of providing outsourced service of designing, implementing third-party software solutions, reselling of cloud technology licenses, developing and implementing custom software applications, digital product, websites, technologies, strategies and consulting for the purpose of digital transformation, as of the date of this Agreement (the “Activities”), being therefore the Group B Sellers prevented from doing the aforementioned (“Non-Competition Obligation”) unless it is authorized in writing by the Purchaser. The provisions of this Section 7.6 shall remain in force for a maximum term of until the fifth anniversary of the Closing Date, at which point the non-compete restrictions included in each of the Non-Disclosure Agreements executed by each Key Employee shall apply.

Non-Competition. In consideration During the period commencing on the date of this AgreementAgreement and ending on the first anniversary of the first day that (i) BioValve no longer has the right to appoint any Managers to the Board of Managers pursuant to Section 2.1(c) and (ii) no Manager appointed by BioValve is serving on the Board of Managers (such period, the Employee --------------- agrees that"Non-Compete Period"), BioValve shall not directly or indirectly, own, manage, operate, join, or have a financial interest in, control or participate in the ownership, management, operation or control of, or use or permit its name to be used in connection with, or be otherwise connected in any manner with any business or enterprise engaged in any activity that competes in any way anywhere in the world with the technologies of the Company and its subsidiaries as in existence during the Employment TermNon-Compete Period (or, and for one year thereafter, unless until the Employee date that is six months following the first day that (i) BioValve no longer has waived the Transaction Bonus and right to appoint any Managers to the equity considerations described in Subsections 6(bBoard of Managers pursuant to Section 2.1(c) and 6(c(ii) no Manager appointed by BioValve is serving on the Board of Managers, that competes in any way anywhere in the world with any activity of the Company (any such business or enterprise, a "Competitive Enterprise"), ); provided that the Employee foregoing restriction shall not act be construed to prohibit the ownership by BioValve together with its Affiliates and associates, as the case may be, of not more than two percent (2%) of any class of securities of any corporation which is engaged in any of the foregoing businesses, having a class of securities registered pursuant to the Securities Exchange Act of 1934, as amended, which securities are publicly owned and regularly traded on any national exchange or in the over-the-counter market; provided further, that such ownership represents a passive investment and that BioValve together with its Affiliates and associates, either directly or indirectly, do not manage or exercise control of any such corporation, guarantee any of its financial obligations, otherwise take part in its business other than exercising their rights as a proprietor, investor, director, officer, employee, substantial stockholder, consultantshareholder, or partner in seek to do any business engaged to a material extent in of the manufacture or sale of (a) mattresses or other bedding products or (b) foregoing. During the Non-Compete Period, BioValve shall refrain from contacting any other products which constitute more than ten percent (10%) of the Company's revenues at clients or customers, or any prospective client or customer with respect to whom a sales effort, presentation or proposal was made or planning to be made by the time Company during the Non-Compete Period, for the purpose of soliciting orders, selling or offering for sale any products or services that compete anywhere in direct competition the world with any material activity engaged in by the Company during the Non-Compete Period. BioValve further agrees that during the Non-Compete Period, BioValve shall not, directly or indirectly, solicit or influence any individual who is an employee or consultant of the Company or was an employee or consultant of the Company during the Non-Compete Period to terminate his or her employment or consulting relationship with the Company in any market. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not or to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided apply for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney or accept employment with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentCompetitive Enterprise.

Non-Competition. A. In consideration the event of this Agreement, the Employee's voluntary withdrawal from GCI's employment or GCI's discharge of the Employee --------------- agrees that, during for cause as defined in paragraph 7 of the Employment TermAgreement to which this Exhibit A is appended, and for one year thereafter, unless until the Employee has waived expiration of a 24 month period commencing on the Transaction Bonus and date of the equity considerations described in Subsections 6(b) and 6(c)termination of his employment, the Employee shall not act engage or compete directly or indirectly, as a proprietorprincipal, investor, director, officer, employee, substantial stockholder, consultanton his own account, or partner in as a shareholder in, or employee of, any business engaged to a material extent corporation or legal entity selling, manufacturing or developing products in the manufacture field of Industrial Enzymes which are or sale of (a) mattresses may be competitive with those marketed or other bedding products or (b) any other products which constitute more than ten percent (10%) being developed by GCI on the date of the Companytermination of his employment. (If the Employee is unaware of GCI's revenues development of any projects at the time of the termination of his employment, GCI retains the discretion as to whether to inform the Employee of products it is then developing or considering to develop, but if GCI chooses not to inform the Employee of the development of any project currently being pursued or considered by GCI, all of which are unknown by the Employee, this will not bar the Employee from obtaining employment with a competitor.) The foregoing non-compete restrictions shall likewise apply to employment or competition in direct any other field of business in which, on the date of employment termination, GCI is manufacturing or selling products in commerce, or for use in commerce, in excess of 10.0 Million U.S. Dollars annually or has committed to commercialize with internal resource expenditures in excess of 5.0 Million U.S. Dollars or has signed a binding contract with a third party concerning such other field of business in which the value to be received by GCI is in excess of 5.0 Million U.S. Dollars. The Employee, further, shall not extend credit or lend money for the purpose of establishing or operating any such business, nor furnish any information (including the information subject to the restriction in paragraph l above) or give advice, either directly or indirectly, to any such third party, corporation or business entity of any kind. The non-compete restrictions of this paragraph A shall apply, in the case of a large corporation conducting business in diverse business fields, only to employment or competition in that unit, division, subsidiary or other part of such corporation (or other legal entity) in competition with GCI in the Company fields defined herein and shall not preclude Employee from being engaged or employed by such corporation in any marketother non-competitive fields as provided for in paragraph 4. If, however, If the Employee has waived is involuntarily terminated without cause, he will receive Termination Compensation for the Transaction Bonus and the equity considerations described in Subsections 6(bperiod specified unless he becomes employed by a competitor as previously defined herein. At that time, all compensation from GCI ceases. For a period of twenty-four (24) and 6(c), this covenant not to compete shall be void upon months following the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of ControlGCI, the Employee may, by written notice agrees to disclose the name of any employer to the CompanyChief Executive Officer two weeks in advance of his employment with any competitor, elect to waive non-competitor, business or his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void embarking upon his termination of employmentself-employment or consulting.

Non-Competition. In consideration Each of this AgreementXxxx Xxxxxxx, Xxxxxx Xxxxxxx, Xxx Xxxxxxx and Xxxxx Xxxxxxxx (each, a “Restricted Party”) agrees and acknowledges that he is familiar with the trade secrets and other information of a confidential or proprietary nature of the Company and its business relations. Each Restricted Party agrees and acknowledges that Buyer and its Affiliates would be irreparably damaged if such Restricted Party was to compete, or to provide services or to otherwise participate (whether through ownership or otherwise) in the operations or business of any Person competing with (i) the products sold by the Company or the Business, as conducted and as actively planned to be conducted, as of the Closing; or (ii) the products sold by the Vishay Measurements Group, Inc. business, as conducted as of the Closing and as actively planned to be conducted and that are within the scope of its current products and business, as of the Closing (collectively, the Employee --------------- agrees that, during the Employment Term“Restricted Business”), and for one year thereafter, unless that any such competition would result in a significant loss of goodwill by Buyer. Each Restricted Party further agrees and acknowledges that (i) the Employee has waived the Transaction Bonus covenants and the equity considerations described agreements set forth in Subsections 6(b) and 6(c), the Employee shall not act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business engaged to this Section 4.7 were a material extent in inducement to Buyer to enter into this Agreement and to perform its obligations hereunder, and that Buyer would not obtain the manufacture or sale of (a) mattresses or other bedding products or (b) any other products which constitute more than ten percent (10%) benefit of the Company's revenues at bargain set forth in this Agreement as specifically negotiated by the time in direct competition with the Company in Parties if any market. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect Restricted Party breached any of the provisions of this Section 104.7, and (ii) in order to assure Buyer that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider Business following the restrictions contained in this Section 10 Closing will retain their value, it is necessary that each Restricted Party undertake not to be reasonable and necessary. Nevertheless, if any aspect utilize his special knowledge of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue Business and such Restricted Party’s relationship with clients or customers, suppliers and other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not business relationships to compete with Buyer for the Company as Restricted Period. Therefore, in further consideration of the amounts to be paid hereunder on the Closing Date in exchange for the Shares, each Restricted Party agrees that from and after the Closing Date and continuing for the period set forth next to each Restricted Party’s name on Schedule 4.7(a) (the “Restricted Period”), he will not, and will cause each of his Affiliates not to, directly or indirectly, either for himself or through any other Person, or in any other capacity, solicit or otherwise seek to obtain or perform any Restricted Business. Schedule 4.7(a) also sets forth provision applicable to Xxxxx Xxxxxxxx which modify the terms of this Section 10 Section. The foregoing restrictions shall be void upon his termination not prevent Xxxx Xxxxxxx from continuing to own an interest in, and operate the business of, Telspan Data, LLC, an Arizona limited liability company (the “Excluded Business”). The Excluded Business includes (i) the products and lines of employmentbusiness conducted by Telspan Data, LLC as of the Closing, and (ii) to the extent not competitive with the Restricted Business, the products and lines of business that Telspan Data, LLC may develop or conduct after the Closing.

Non-Competition. In consideration of this Agreement(i) During the Non-Compete Period, to the extent permissible under California law, the Employee --------------- agrees thatExecutive shall not, directly or indirectly through an intermediary, (A) solicit or encourage any client or customer of the Employer or any Company Affiliate, or any person or entity who was a client or customer within 180 days prior to Executive’s action, to terminate, reduce or alter in a manner adverse to the Employer or any Company Affiliate any existing business arrangements with the Employer or any Company Affiliate or to transfer existing business from the Employer or any Company Affiliate to any other person or entity, or (B) provide services to any entity if (i) during the Employment Termpreceding 12 months more than 10% of the revenues of such entity and its affiliates is derived from any business from which the Employer derived more than 10% of its revenues during such period (such percentage determined on a pro forma basis for any business acquired during such 12 month period as if the acquisition had occurred at the beginning of such 12 month period) (a “Material Business”) or (ii) the services to be provided by the Executive are competitive with a Material Business and substantially similar to those previously provided by the Executive to the Employer; provided, and for one year thereafterhowever, unless that following a Change in Control, this Section 7(d)(i)(B)(i) shall not apply to the Employee has waived the Transaction Bonus and the equity considerations Executive, or (C) own an interest in any entity described in Subsections 6(bsubsection (B)(i) and 6(c)immediately above; provided, the Employee however, that Executive may own, as a passive investor, securities of any such entity that has outstanding publicly traded securities so long as his direct holdings in any such entity shall not act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business engaged to a material extent in the manufacture or sale of (a) mattresses or other bedding products or (b) any other products which aggregate constitute more than ten percent (10%) 5% of the Company's revenues at the time in direct competition with the Company in any marketvoting power of such entity. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions For purposes of this Section 107(d), and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable a “client or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver customer” shall be irrevocable. In limited to any actual borrower, customer or client of the event of such a waiver, the Employee's agreement not to compete with the Company Employer (as set forth in the Employer’s CAM or substantially similar successor or other system) and any other entity in the “term sheet issued,” “term sheet executed” or “credit committee approved” categories listed in the Employer’s DealTracker or substantially similar successor or other system. The Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the Non-Compete Period, he will provide a copy of this Section 10 Agreement to such entity, and such entity shall acknowledge to the Employer in writing that it has read this Agreement. The Executive acknowledges that this covenant has a unique, very substantial and immeasurable value to the Employer, that the Executive has sufficient assets and skills to provide a livelihood for the Executive while such covenant remains in force and that, as a result of the foregoing, in the event that the Executive breaches such covenant, monetary damages would be void upon his termination an insufficient remedy for the Employer and equitable enforcement of employmentthe covenant would be proper.

Non-Competition. (a) In view of the unique and valuable services it is expected Employee will render to the LDI Companies, Employee's knowledge of the customers, trade secrets, and other proprietary information relating to the business of the Company and its customers and suppliers and similar knowledge regarding the LDI Companies it is expected Employee will obtain, and in consideration of this Agreementthe compensation to be received hereunder, the Employee --------------- agrees that, (i) that he will not during the Employment Term, and for one year thereafter, unless the Employee has waived the Transaction Bonus and the equity considerations described Period Participate In (as hereinafter defined in Subsections 6(b) and 6(c), the Employee shall not act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business engaged to a material extent in the manufacture or sale of (a) mattresses or other bedding products or (bthis Section 6) any other products which constitute more than ten percent (10%) business or organization, whether or not such business or organization now is or shall then be competing with, or now is or shall then be of a nature similar to, the business of any of the Company's revenues LDI Companies, and (ii) subject to the last sentence of this Section 6(a), (A) in the case of a termination by the Company prior to the six month anniversary of the Commencement Date, for a period of three (3) months and (B) otherwise, for a period of six (6) months after termination of this Agreement (each a "Post-Termination Period"), he will not compete with or be engaged in the same business as, or Participate In any other business or organization which during such Post-Termination Period competes with or is engaged in the same business as, either the Company or any of the other LDI Companies for which Employee renders services hereunder, with respect to any product or service sold or activity engaged in up to the time of such cessation in any geographical area in which at the time in direct competition with the Company in any marketof such cessation such product or service is sold or activity engaged in. IfIn each case, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 106(a) will not be deemed breached merely because Employee owns not more than 5% of the outstanding common stock of a corporation, and that if, at the Employee has had reasonable time to consider of its acquisition by Employee, such stock is listed on a national securities exchange, is reported on NASDAQ, or is regularly traded in the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable over-the-counter market by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event member of a breach national securities exchange, provided that Employee does not actively perform any duties for or threatened breach of this Section 10 by the Employee, the Company will be entitled provide services to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentcompany.

Non-Competition. In consideration for (i) this Agreement and the payments and benefits provided herein; (ii) the Company’s promise to provide Confidential Information to the Grantee, (iii) the substantial economic investment made by the Company in the Confidential Information and the goodwill of this Agreementthe Company, (iv) the Company’s employment of the Grantee, and (v) the compensation and other benefits provided by the Company to the Grantee, to protect the Company’s Confidential Information and the business goodwill of the Company, the Employee --------------- Grantee agrees thatto the following restrictive covenants and the covenants set forth in Sections 11(c), during the Employment Term(d), (e), and (f). During the Grantee’s employment and for one year thereafter, unless a twelve (12) month period subsequent to the Employee has waived date of the Transaction Bonus and Grantee’s termination of employment (the equity considerations described in Subsections 6(b) and 6(c“Restricted Period”), the Employee shall not act as Grantee agrees he or she will not, directly or indirectly, absent the express, written consent of the Chief Executive Officer of the Company (the “CEO”) or the Chairman of the Committee (the “Chairman”), or either of their respective designees, become or serve as, directly or indirectly, a proprietor, investor, director, officer, employee, substantial stockholderowner, consultantpartner, advisor, agent, or partner in consultant with, or engage in, any business engaged to a material extent in the manufacture that manufactures, provides or sale of (a) mattresses sells rail manufacturing, rail maintenance, rail leasing or other bedding products rail management, tank or (b) any freight railcars, railcar parts or heads, or highway products, shipper services, and all other products which constitute more than ten percent (10%) and services provided, or seriously pursued, by the Company or its Affiliates during the period from the Date of Grant through the date of the Company's revenues at the time in direct competition with the Company in any market. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's Grantee’s termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage , in certain business pursuits during the period provided for aboveany state, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from or similar geographic territory, in which the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect or any of the provisions its Affiliates operate as of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of the Grantee’s termination of employment and for which the Grantee performed services, had responsibility or received Confidential Information (“Restricted Territory”). Further, for a Change twelve (12) month period after the Grantee’s termination of Controlemployment, the Employee mayGrantee agrees not to serve as a consulting or testifying expert for any third party in any legal proceedings (including arbitration or mediation) or threatened legal proceedings involving the Company, unless called to do so by written the Company or an Affiliate. The Grantee agrees to notify the CEO in writing, with a copy of such notice to the CompanyChairman, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event the Grantee accepts employment or service of such a waiverany nature with any person, business, or entity during the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentRestricted Period.

Non-Competition. In consideration Except as expressly provided herein, each of this Agreementthe Managers agrees that during the period commencing on December 31, 1997 and until such time as (i) one year after such time as the Management Agreement is terminated and neither Xx. Xxxxxxxx nor Xx. Xxxxxx is a director or executive officer of the Corporation, and (ii) the date on which neither Xx. Xxxxxxxx nor Xx. Xxxxxx beneficially owns more than fifteen (15%) percent of the outstanding shares of common stock of the Corporation on a fully diluted basis (including Partnership units redeemable for shares of common stock of the Corporation (the "Non-Competition Period"), neither Xx. Xxxxxxxx, Xx. Xxxxxx, the Employee --------------- agrees thatManaging Company nor any affiliate of the Managing Company (within the meaning of Rule 12(b)-2 of the Securities Exchange Act of 1934) (an "Affiliate" and together with Xx. Xxxxxxxx, during the Employment Term, and for one year thereafter, unless the Employee has waived the Transaction Bonus Xx. Xxxxxx and the equity considerations described in Subsections 6(b) and 6(c)Managing Company, the Employee "Managing Group") shall not act engage in any way, directly or indirectly, in the acquisition, ownership, operation, development, management, renovation or leasing of any retail shopping center properties (or mixed properties which are primarily known as retail shopping center properties based upon the relative square footage of each use) or any improvements thereof located in the United States, except for (i) the Managing Company in its capacity as a proprietormanager of the Owner's Properties, investor(ii) Xx. Xxxxxxxx or Xx. Xxxxxx in his or her capacity as a director, officer or employee of the Managing Company but solely in the Managing Company's capacity as manager of the Owner's Properties, or (iii) Xx. Xxxxxxxx or Xx. Xxxxxx in his or her capacity as an employee, director, officertrustee, employeeofficer or equity owner of the Corporation; provided, substantial stockholderhowever, consultant, or partner that this Section 1(a) shall not apply to (i) the activities of the Managing Group with respect to any property listed in any business engaged Exhibit A (the "Excluded Properties") attached hereto; (ii) the expansion of the Excluded Properties which expansion is contiguous to a material extent in the manufacture or sale of such property and (a) mattresses or other bedding products will not increase the existing gross leaseable area of the property by more than 20%; or (b) any other products which constitute more than ten percent (10%) is the result of the Company's revenues at exercise of the time fiduciary duty of Xx. Xxxxxxxx or Xx. Xxxxxx after discussion with their partners or members, as the case may be; and (iii) the acquisition, operation, development, management or leasing of any retail shopping center property located anywhere in direct competition with the Company in any market. If, however, Continental United States by the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands Managing Group provided that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify retail shopping center portion of such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforcedproperty shall not exceed ten thousand (10,000) square feet. In the event five (5) years from the date hereof Xx. Xxxxxx has ceased being a director and an executive officer of the Corporation for at least one year and beneficially owns less than five (5%) percent of the outstanding shares of common stock of the Corporation on a breach fully diluted basis (including Partnership units redeemable for shares of common stock of the Corporation), then notwithstanding anything to the contrary herein, with respect to Xx. Xxxxxx only, this Agreement shall be deemed terminated and of no further force or threatened breach of effect. Nothing contained in this Section 10 by the EmployeeAgreement shall in any way be construed as a restriction or limitation, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law now or in equity which it deems appropriate. During the ten (10) day period ending future, on the date ability of a Change of ControlXx. Xxxxxxxx'x father, the Employee mayXxxx Xxxxxxxx, by written notice or brother, Xxxxx Xxxxxxxx, to the Companyown, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiverdevelop, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentoperate or manage retail shopping centers.

Non-Competition. In Because of the Company’s legitimate business interest as described herein and the good and valuable consideration of this Agreement, offered to the Employee --------------- agrees thatEmployee, during the Employment Term, Term and for one year thereafterthe twelve (12) months to run consecutively, unless beginning on the last day of the Employee’s employment with the Company, for any reason or no reason and whether employment is terminated at the option of the Employee has waived or the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c)Company, the Employee shall agrees and covenants not act as a proprietorto engage in Prohibited Activity for any Competitor of the Company that carries on business within (i) the state in which Employee primarily performs services for the Company; (ii) all other states of the United States of America in which the Company provided goods or services, investor, director, officer, employee, substantial stockholder, consultanthad customers, or partner in otherwise conducted business at any business engaged time during the two-year period prior to a material extent in the manufacture or sale date of the termination of Employee’s relationship with the Company; and (a) mattresses or other bedding products or (biii) any other countries from which the Company provided goods or services, had customers, or otherwise conducted business at any time during the two-year period prior to the date of the termination of Employee’s relationship with the Company. 8.2.1. For purposes of this Section 8, “Prohibited Activity” is activity in which the Employee contributes the Employee’s knowledge, directly or indirectly, in whole or in part, engages or invests in, owns, manages, operates, finances, controls, or participates in the ownership, management, operation, financing, or control of, be employed by, associated with, or in any manner connected with, lends the Employee’s name or any similar name to, lends Employee’s credit to or renders services or advice to, any business whose products which constitute more than ten percent (10%) or activities compete in whole or in part with the products or activities of the Company's revenues at , including those engaged in the time in direct competition with the Company business of investment reporting and accounting. Prohibited Activity also includes activity that may require or inevitably requires disclosure of trade secrets, proprietary information or Confidential Information. 8.2.2. This Section 8 does not, in any market. Ifway, however, restrict or impede the Employee has 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 Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c)law, this covenant not to compete shall be void upon the Employee's termination of employmentregulation, or order. The Employee understands that shall promptly provide written notice of any such order to the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restrictionCompany’s Chief Executive Officer. The Employee acknowledges that the Employee understands the effect of the provisions 8.2.3. For purposes of this Section 108, and that the Employee has had reasonable time to consider the effect “Competitor” means any company for whom investment reporting, accounting, or analytics for institutional investors forms a material part of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisionstheir business. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employment8.3.

Non-Competition. In consideration Employee acknowledges and agrees with the Company that Employee's services to the Company are unique in nature and that the Company would be irreparably damaged if Employee were to provide similar services to any person or entity competing with the Company or engaged in a similar business. Employee accordingly covenants and agrees with the Company that during the period commencing with the date of this Agreement and ending on the later to occur of: (i) April 30, 2007; and (ii) (A) the second anniversary of the date of the termination of Employee's employment with the Company if such termination arises as a result of voluntary termination or retirement by Employee or termination by the Company for Cause, or (B) the first anniversary of the date of termination of Employee's employment with the Company if such termination arises for any reason other than as provided in the preceding subparagraph 5(a)(ii)(A). Employee shall not, other than as a lawyer, directly or indirectly, either for Employee or for any other individual, corporation, partnership, joint venture or other entity, participate in any business (including, without limitation, any division, group or franchise of a larger organization) that engages or which proposes to engage in the business of providing diving services in the Gulf of Mexico or any other business actively engaged in by the Company on the date of termination of Employee's employment in the area or areas where the Company is conducting such business; provided that, until such time as the Company waives in writing any rights it may have to enforce the terms of this Section 5 (the "Waiver"), during the period commencing on the date of the termination of Employee's employment with the Company and ending on the date on which either the non-competition provisions contained in this Section 5 terminate or the Waiver is delivered to Employee, whichever is earlier, the Company will pay to Employee either the amounts due under Section 7(d), if appropriate, or an amount equal to Employee's Annual Salary as of the date Employee's employment was terminated (which will be paid over time in accordance with the Salary payment schedule in effect from time to time for senior management executives of the Company) and during such time period Employee shall be entitled to all insurance benefits received by other senior management executives of the Company. For purposes of this Agreement, the Employee --------------- agrees thatterm "participate in" shall include, during the Employment Termwithout limitation, and for one year thereafterhaving any direct or indirect interest in any corporation, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c)partnership, the Employee shall not act joint venture or other entity, whether as a sole proprietor, investorowner, stockholder, partner, joint venturer, creditor or otherwise, or rendering any direct or indirect service or assistance to any individual, corporation, partnership, joint venture and other business entity (whether as a director, officer, manager, supervisor, employee, substantial stockholderagent, consultant, consultant or partner in any business engaged to a material extent in the manufacture otherwise) but not ownership of 2% or sale of (a) mattresses or other bedding products or (b) any other products which constitute more than ten percent (10%) less of the Company's revenues at the time in direct competition with the Company in any market. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event capital stock of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentpublic company.

Non-Competition. In consideration Lessee acknowledges that upon and after any termination of this AgreementLease, any competition by any member of the Employee --------------- Leasing Group with any subsequent owner or subsequent lessee of the Leased Property (the "Purchaser") would cause irreparable harm to Lessor and any such Purchaser. To induce Lessor to enter into this Lease, Lessee agrees that, during from and after the Employment Termdate hereof and thereafter until the fifth (5th) anniversary of the termination hereof, and for one year thereafterno member of the Leasing Group nor any Person holding or controlling, unless directly or indirectly, any interest in any member of the Employee has waived Leasing Group (collectively, the Transaction Bonus and "Limited Parties") shall be involved in any capacity in or lend any of their names to or engage in any capacity in any adult care residence or other similar senior housing facility (or any other facility included within the equity considerations described in Subsections 6(b) and 6(cdefinition of Primary Intended Use), the Employee center, unit or program (or in any Person engaged in any such activity or any related activity competitive therewith), whether such competitive activity shall not act be as a proprietoran officer, director, owner, employee, agent, advisor, independent contractor, developer, lender, sponsor, venture capitalist, administrator, manager, investor, directorpartner, officerjoint venturer, employee, substantial stockholder, consultant, consultant or partner other participant in any business engaged to a material extent in the manufacture or sale of (a) mattresses or other bedding products or (b) any other products which constitute more than ten percent (10%) of the Company's revenues at the time in direct competition with the Company in any market. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney capacity whatsoever with respect to these provisions. The Company and an adult care residence or other similar senior housing facility (or any other facility included within the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Neverthelessdefinition of Primary Intended Use), if any aspect of these restrictions is found to be unreasonable center, unit or otherwise unenforceable by program located within a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on mile radius of the date Leased Property. Lessee hereby acknowledges and agrees that none of a Change the time span, scope or area covered by the foregoing restrictive covenants is or are unreasonable and that it is the specific intent of Control, Lessee that each and all of the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver restrictive covenants set forth hereinabove shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company valid and enforceable as specifically set forth in this Section 10 shall herein. Lessee further agrees that these restrictions are special, unique, extraordinary and reasonably necessary for the protection of Lessor and any Purchaser and that the violation of any such covenant by any of the Limited Parties would cause irreparable damage to Lessor and any Purchaser for which a legal remedy alone would not be void upon his termination of employmentsufficient to fully protect such parties.

Non-Competition. In consideration During the Employment Period and after termination of Executive's employment hereunder, whether or not such termination is without Cause or for Good Reason, Executive shall not be involved in the Restricted Business Activities, as defined below, for the period ending two (2) years after the date of termination of Executive's employment (the "Non-compete Period") provided that the Company has not otherwise breached its obligations under the Agreement. As used in this Agreement, the Employee --------------- agrees thatterm "Restricted Business Activities" shall mean any business which markets and sells to customers of a class or category to which the FGX Group markets and sells at the time Executive's employment terminated products or services marketed and sold by the FGX Group at such time or products or services which at such time the FGX Group was actively considering marketing and selling to such customers. During the Non-compete Period, during Executive shall not, without the Employment Termwritten approval of the Company, and directly or indirectly, either as an individual, partner, joint venturer, employee or agent for one year thereafterany person, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c)company, the Employee shall not act corporation or association, or as a proprietor, investor, director, an officer, employeedirector or stockholder of a corporation or otherwise, substantial stockholder, consultant, enter into or partner engage in any business engaged to or have a material extent proprietary interest in the manufacture or sale Restricted Business Activities other than the ownership of (a) mattresses or other bedding products or the stock of the Company then held by Executive, and (b) any other products which constitute no more than ten five percent (105%) of the Company's revenues securities of any other publicly-held company. Executive recognizes and agrees that because a violation by him of his obligations under this Section 9 will cause irreparable harm to the FGX Group that would be difficult to quantify and for which money damages would be inadequate, any party included in the definition of the FGX Group shall have the right to injunctive relief to prevent or restrain any such violation, without the necessity of posting a bond. The Non-compete Period will be extended by the duration of any violation by Executive of any of his obligations under this Section 9. Executive expressly agrees that the character, duration and scope of his obligations under this Section 9 are reasonable in light of the circumstances as they exist at the time in direct competition with the Company in any marketdate upon which this Agreement has been executed. IfHowever, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall should a determination nonetheless be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable made by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdictionjurisdiction at a later date that the character, duration or geographical scope of such obligations is unreasonable in light of the Parties intend for such restrictions to be modified by such court so circumstances as to be reasonable and enforceable andthey then exist, as so modified by then it is the court, to be fully enforced. In the event intention of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof both Executive and the Company will that Executive's obligations under this Section 9 shall be entitled construed by the court in such a manner as to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending impose only those restrictions on the date conduct of a Change Executive which are reasonable in light of Control, the Employee may, by written notice circumstances as they then exist and necessary to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with assure the Company as set forth in of the intended benefit of Executive's obligations under this Section 10 shall be void upon his termination of employment9.

Non-Competition. In consideration of this Agreement, the Employee --------------- Executive covenants and agrees that, that during the Employment Term, period commencing on the Consolidation and for ending on the one year thereafter, unless anniversary of the Employee has waived Termination Date (the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c“Restricted Period”), the Employee Executive shall not act not, directly or indirectly (individually, or through or on behalf of another entity as a proprietorowner, investorpartner, agent, employee, consultant, or in any other capacity), engage, participate or assist, as an owner, partner, employee, consultant, director, officer, employeetrustee or agent in any element of the Business (as defined below) (other than in connection with Executive’s services to, substantial stockholderand ownership interests in, consultantthe Company Group); provided, however, the foregoing restrictions shall not prohibit Executive from (x) engaging in any activities permitted under Section 3(c), (y) acquiring as an investment securities representing not more than one percent (1%) of the outstanding voting securities of any publicly held corporation engaged in the Business or from indirectly acquiring securities of any company engaged in the Business as a result of being a passive investor in any mutual fund, hedge fund, private equity fund, or partner similar pooled account so long as Executive’s interest therein is less than one percent (1%) and he has no role in selecting, managing or advising with respect to investments thereof, or (z) providing services to a subsidiary, division or unit of any entity that engages in the Business so long as Executive and such subsidiary, division or unit does not engage in the Business so long as Executive provides written notice to the Company at least ten (10) business days prior to the commencement of providing any services to such subsidiary, division or unit. For the purposes of this Section 6(c), the “Business” shall mean the acquisition, development, management, leasing or financing of any office or retail real estate property located in New York County, New York, Fairfield County, Connecticut, Westchester County, New York, and any other geographic area in which the Company engages in such activities and any business engaged to activity that represents a material extent in significant portion of the manufacture or sale business activity of the Company (a) mattresses or other bedding products or (b) any other products which constitute more than measured as at least ten percent (10%) of the Company's ’s revenues at the time in direct competition with the Company in any market. Ifon a trailing 12-month basis); provided, however, that (i) if Executive is directly or indirectly engaged in any business activity before the Employee has waived the Transaction Bonus Company engages in such business activity, Executive and the equity considerations described Company shall negotiate in Subsections 6(b) and 6(c), this covenant not good faith to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability resolve such conflict prior to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify treating such restriction. The Employee acknowledges that the Employee understands the effect of the provisions conflict as a violation of this Section 10, 6(c) and that the Employee has had reasonable time (ii) Executive shall not be permitted to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, commence any new business activity if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce previously engaged in such activity regardless of whether the provisions hereof and the Company will be entitled to pursue revenues from such other remedies at law or in equity which it deems appropriate. During activity exceeds the ten percent (10%) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentthreshold.

Non-Competition. In consideration Employee acknowledges and agrees with the Company that Employee’s services to the Company are unique in nature and that the Company would be irreparably damaged if Employee were to provide similar services to any person or entity competing with the Company or engaged in a similar business. Employee accordingly covenants and agrees with the Company that during the period commencing with the date of this Agreement and ending on the later to occur of: (i) August 31, 2010; and (ii) (A) the second anniversary of the date of the termination of Employee’s employment with the Company if such termination arises as a result of voluntary termination or retirement by Employee or termination by the Company for Cause, or (B) the first anniversary of the date of termination of Employee’s employment with the Company if such termination arises for any reason other than as provided in the preceding subparagraph 5(a)(ii)(A). Employment Agreement 3 (Heijermans) Employee shall not, directly or indirectly, either for Employee or for any other individual, corporation, partnership, joint venture or other entity, participate in any business (including, without limitation, any division, group or franchise of a larger organization) that engages or which proposes to engage in the business of providing diving services in the Gulf of Mexico or any other business actively engaged in by the Company on the date of termination of Employee’s employment in the area or areas where the Company is conducting such business; provided that, until such time as the Company waives in writing any rights it may have to enforce the terms of this Section 5 (the “Waiver”), during the period commencing on the date of the termination of Employee’s employment with the Company and ending on the date on which either the non-competition provisions contained in this Section 5 terminate or the Waiver is delivered to Employee, whichever is earlier, the Company will pay to Employee either the amounts due under Section 7(d), if appropriate, or an amount equal to Employee’s Salary as of the date Employee’s employment was terminated (which will be paid over time in accordance with the Salary payment schedule in effect from time to time for senior management executives of the Company) and during such time period Employee shall be entitled to all insurance benefits received by other senior management executives of the Company. For purposes of this Agreement, the Employee --------------- agrees thatterm “participate in” shall include, during the Employment Termwithout limitation, and for one year thereafterhaving any direct or indirect interest in any corporation, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c)partnership, the Employee shall not act joint venture or other entity, whether as a sole proprietor, investorowner, stockholder, partner, joint venturer, creditor or otherwise, or rendering any direct or indirect service or assistance to any individual, corporation, partnership, joint venture and other business entity (whether as a director, officer, manager, supervisor, employee, substantial stockholderagent, consultant, consultant or partner in any business engaged to a material extent in the manufacture otherwise) but not ownership of 2% or sale of (a) mattresses or other bedding products or (b) any other products which constitute more than ten percent (10%) less of the Company's revenues at the time in direct competition with the Company in any market. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event capital stock of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentpublic company.

Non-Competition. In consideration Employee and Company expressly covenant and agree that the scope, Territory, time and other restrictions contained in this Agreement constitute the most reasonable and equitable restrictions possible to protect the business interest of this Agreement, the Employee --------------- agrees that, during Company given: (i) the Employment Term, and for one year thereafter, unless business of the Employee has waived Company; (ii) the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), the Employee shall not act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business engaged to a material extent in the manufacture or sale of (a) mattresses or other bedding products or (b) any other products which constitute more than ten percent (10%) competitive nature of the Company's revenues at the time in direct competition with the Company in any market. If, however, the Employee has waived the Transaction Bonus industry; and the equity considerations described in Subsections 6(b(iii) and 6(c), this covenant not to compete shall be void upon the that Employee's termination of employment. The Employee understands skills are such that the foregoing restrictions may limit the Employee's ability to engage he could easily find alternative, commensurate employment or consulting work in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee his field which would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect not violate any of the provisions of this Section 10Agreement. Therefore, and for a period of two years from the Effective Date of Termination, Employee agrees (A) not to participate in any regulatory, administrative or judicial hearing or proceeding that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if as a subject any aspect of these restrictions the Company's growth or expansion plans, unless Employee is found required to do so by law, (B) not to accept employment, or be unreasonable engaged as a director, consultant, agent or representative in any capacity, however described, of El Paso Energy Corporation, Sonat, Inc., Duke Energy Corporation, Enron or Columbia Energy Corporation or any of their affiliates (the "Specified Companies), provided, however, Employee may become such an employee, director, consultant, agent or representative of any such Specified Company if the entity by which Employee is employed and/or serves as a director is acquired by or merged with any one of the Specified Companies during the two year period following the Effective Date of Termination, (C) not to accept employment or be engaged as a director, consultant, agent or representative in any capacity, however described, of any entity engaged, in any way, in constructing an electric generating plant which will be in commercial operation within the Territory within two years from the Effective Date of Termination, unless on behalf of an entity that owns or operates an existing electric generating plant within the Territory as of the Effective Date of Termination, and (D) if Employee becomes employed by, or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdictionengaged by, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable andan entity that is engaged, as so modified by the courtin any way, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company in constructing an electric generating plant that will be entitled to preliminary and permanent injunctive reliefin commercial operation within the Territory within three years of the Effective Date of Termination, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with participate in the Company as set forth in this Section 10 shall be void upon his termination of employmentbidding, permitting, construction or public relations activities regarding such plant.

Non-Competition. In consideration Provided that Employee is compensated pursuant to the terms of this Agreement, the Employee --------------- agrees that, without the prior written consent of RGSI, signed by RGSI’s Chief Executive Officer, Employee will not at any time during the Employment Termhis employment or a period of 24 months following such employment: (i) accept employment with, and for one year thereafter, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), the Employee shall not act serve as a proprietor, investor, director, officer, employee, substantial stockholder, consultantconsultant to, or partner accept compensation from any person, firm or corporation (including any new business started by Employee, either alone or with others) whose business, products and or services compete with those offered by RGSI on the most recent date that Employee was associated with RGSI’s business, in any geographic market in which RGSI is then doing business, or (to Employee’s knowledge) in which RGSI has developed specific plans to enter and do business, (ii) contact or solicit any of RGSI’s customers or business engaged partners for the purposes of diverting any existing or future business of such customers to a material extent competing source, (iii) contact or solicit any of RGSI’s vendors (directly or indirectly) for the purpose of causing, inviting or encouraging any such vendor to alter or terminate his, her or its business relationship with RGSI, or (iv) contact or solicit any of RGSI’s employees (directly or indirectly) for the purpose of causing, inviting or encouraging any such employee to alter or terminate his, her or its employment relationship with RGSI. Notwithstanding the foregoing, nothing herein shall prevent the ownership by Employee of stock of RGSI or of less than 2% of the stock of any publicly-held corporation whose stock is traded on a national securities exchange or in the manufacture or sale of (a) mattresses or other bedding products or (b) over-the-counter market. This non-competition covenant will not preclude Employee from working in any other products which constitute more than ten percent (10%) sector of the Company's revenues at the time solar power industry in direct competition with the Company in which RGSI does not compete. RGSI will be entitled to enforce its rights under this Agreement specifically, to recover damages by reason of any marketbreach of any provision of this Agreement and to exercise all other rights to which it may be entitled. If, however, the Employee has waived the Transaction Bonus agrees and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect money damages may not be an adequate remedy for breach of the provisions of this Section 10, Agreement and that RGSI may in its sole discretion apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement. Employee has had agrees that this covenant is reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisionsits duration, geographic area and scope. The Company It is the desire and intent of the Employee consider parties that the restrictions contained in provisions of this Section 10 4 shall be enforced to be reasonable the fullest extent permissible under the laws and necessarypublic policies applied in each jurisdiction in which enforcement is sought. NeverthelessAccordingly, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach particular portion of this Section 10 by 4 shall be adjudicated to be invalid or unenforceable, this Section 4 shall be deemed amended to delete therefrom the Employeeportion thus adjudicated to be invalid or unenforceable, the Company will be entitled such deletion to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice apply only with respect to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event operation of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employment4 in the particular jurisdiction in which such adjudication is made.

Non-Competition. In consideration of this Agreement, the Employee --------------- agrees that, during the Employment Term, and for one year thereafter, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), the Employee shall not act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business engaged to a material extent in the manufacture or sale of (a) mattresses During the period commencing on the Closing Date and ending four (4) years after the Closing Date, Sellers shall not, and shall cause their Affiliates not to, directly or other bedding products indirectly, in any capacity (i) develop, construct, lease, own, manage, operate or control any Prohibited Business that is located within the Territory, (ii) manage or provide management or consulting services to, or participate in the management or control of, any Person with respect to the development, construction, ownership or operation of any Prohibited Business that is located within the Territory, or (biii) own a financial interest in, or lend money to, any other products which constitute more than ten percent (10%) Person that engages in any of the Company's revenues at the time activities described in direct competition with the Company in any market. Ifclauses (i) and (ii), above; provided, however, that Sellers may (x) acquire a Person that engages in the Employee has waived Prohibited Business, among other activities of such Person, in the Transaction Bonus Territory, provided that such Person’s EBITDA from the conduct of such Prohibited Business in the Territory does not exceed 10% of its total EBITDA for the completed portion of its then current fiscal year and the equity considerations described in Subsections 6(b) and 6(c), this covenant not full fiscal year immediately prior to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10acquisition, and (y) enter into, at arm’s length, any bona fide joint venture (or partnership or other business arrangement) for the development or operation of a business that is not a Prohibited Business in the Employee has had reasonable time to consider Territory with any Person who is not directly engaged in the effect Prohibited Business in the Territory but which is an Affiliate of these provisionsanother Person engaged in the Prohibited Business in the Territory; provided, and further, that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions nothing contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable 10.8 shall prohibit or otherwise unenforceable by a court restrict Sellers’ current or future operation of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforcedinpatient rehabilitation facilities. In the event that Sellers or their Affiliates complete a transaction described in Section 10.8(a)(x), Sellers or their Affiliates shall offer the acquired Prohibited Business in the Territory to LifeCare at a purchase price equal to the greater of fair market value or the purchase price allocated to the Prohibited Business in Exhibit 2.1 the overall transaction (unless Sellers notify LifeCare that Sellers intend to convert such Prohibited Business to a breach or threatened breach business line other than a Prohibited Business and thereafter complete such conversion within twelve (12) months after the completion of such purchase). LifeCare shall have a period of sixty (60) days from and after the receipt of Sellers’ written offer to notify Sellers in writing of its decision to purchase such Prohibited Business. During such sixty (60) day period, Sellers shall grant LifeCare access to the plant, properties, equipment, books, records and personnel of such Prohibited Business for purposes of LifeCare’s due diligence. If LifeCare timely notifies Sellers in writing that it intends to purchase such Prohibited Business, the purchase agreement for such transaction shall be upon terms and conditions substantially similar to this Agreement. If LifeCare fails to respond to Sellers’ offer within sixty (60) days after the receipt of same, LifeCare shall be deemed to have declined Sellers’ offer to purchase such Prohibited Business and Sellers shall not be deemed to be in violation of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable10.8. In the event that HealthSouth or any of its subsidiaries is acquired by a Person that engages in a Prohibited Business in the Territory, the continued operation of such Prohibited Business by such Person after its acquisition of HealthSouth or any of its subsidiaries shall not constitute a waiver, the Employee's agreement not to compete with the Company as set forth in breach by Sellers or is Affiliates of this Section 10 shall be void upon his termination of employment.10.8(a);

Non-Competition. In consideration of Brunswick, in order to induce Buyer to enter into this Agreement, expressly covenants and agrees that for a period of two years from and after the Employee --------------- agrees thatClosing Date, during the Employment TermBrunswick will not directly or indirectly, and for one year thereafterown, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c)manage, the Employee shall not act as a proprietoroperate, investorjoin, director, officer, employee, substantial stockholder, consultantcontrol, or partner participate in or be connected with any business engaged to a material extent in the manufacture business, individual, partnership, firm or sale of (a) mattresses or other bedding products or (b) any other products corporation, which constitute more than ten percent (10%) of the Company's revenues is at the time engaged, wholly or partly, in direct competition with the Company Golf Business engaged in by Brunswick on the Closing Date, provided that Brunswick or any market. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands its affiliates may acquire a business that otherwise would violate the foregoing restrictions as long as no more than 25% of the annual sales of the acquired business is in businesses which violate the foregoing restrictions. If more than 25% of the annual sales of the acquired business is in businesses which violate the foregoing restrictions, Brunswick or its affiliate may limit acquire such business as long as it uses commercially reasonable efforts to divest itself of the Employee's ability to engage competing operations within eighteen months after such acquisition. It shall not be a violation of any of the 44 45 foregoing restrictions for a member of the board of directors of Brunswick to, directly or indirectly, own, manage, operate, join, control, or participate in certain business pursuits during or be connected with any business, individual, partnership, firm or corporation, which is at the period provided for abovetime engaged, but acknowledges that wholly or partly, in the Employee will receive sufficiently higher remuneration and other benefits from Golf Business engaged in by Brunswick on the Company hereunder Closing Date. Brunswick may own an aggregate of not more than five percent of the Employee would otherwise receive to justify outstanding stock of any class of any corporation engaged in any such restriction. The Employee acknowledges that business, if such stock is listed on a national securities exchange or regularly traded in the Employee understands the effect over-the-counter market by a member of a national securities exchange, without violating the provisions of this Section 10Section, provided Brunswick does not have the power to control or direct the management or affairs of such corporation and is not otherwise associated with it. Brunswick expressly covenants and agrees that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if remedy at law for any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee8 will be inadequate and that, the Company will in addition to any other remedies Buyer may have, Buyer shall be entitled to preliminary temporary and permanent injunctive reliefrelief without the necessity of proving actual damage or posting any bond. To the extent that any part of this provision may be invalid, without bond illegal or securityunenforceable for any reason, sufficient it is intended that such part shall be enforceable to enforce the provisions hereof extent that a court of competent jurisdiction shall determine that such part if more limited in scope would have been enforceable and such part shall be deemed to have been so written and the Company will remaining parts shall as written be entitled to pursue such other remedies at law or effective and enforceable in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentall events.

Non-Competition. (a) In view of the unique and valuable services expected to be rendered by Executive to the Fairway Group, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of this Agreementthe compensation to be received hereunder, and Executive’s ownership interest in the Employee --------------- Company, Executive agrees that, that during the Employment Term, period of her employment by the Company and for one year thereafter, unless following her employment with the Employee has waived Company (the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c“Non-Competition Period”), the Employee Executive shall not act not, whether for compensation or without compensation, directly or indirectly, as a proprietoran owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, directorlicensor, officerlender or in any other capacity whatsoever, employee, substantial stockholder, consultantalone, or partner in association with any business other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to a material extent third parties) or provide advice to, own, share in the manufacture earnings of, invest in the stocks, bonds or sale other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business that has a store, or is actively considering locating a store, within a 50-mile radius of (ai) mattresses or other bedding products any existing store operated by the Fairway Group or (bii) any other products which constitute more than ten location where the Fairway Group is actively considering locating a store. The record or beneficial ownership by Executive of up to one percent (101%) of the Company's revenues at shares of any corporation whose shares are publicly traded on a national securities exchange or in the time in direct competition with the Company in any marketover-the-counter market shall not of itself constitute a breach hereunder. IfIn addition, howeverExecutive shall not, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c)directly or indirectly, this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided Non-Competition Period, except in the good faith performance of her duties for abovethe Fairway Group, but acknowledges that request or cause any suppliers or customers with whom the Employee will receive sufficiently higher remuneration and other benefits Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Company hereunder than Fairway Group any employee of any member of the Employee would otherwise receive to justify such restrictionFairway Group. The Employee acknowledges that Notwithstanding the Employee understands the effect of foregoing, the provisions of this Section 109 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, and that such breach is not cured within thirty (30) days after written notice of such breach is provided to the Employee has had reasonable time Company by Executive, then in addition to consider any other remedies available to the effect of these provisionsExecutive, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in Executive shall be released from her obligations under this Section 10 to be reasonable and necessary9. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of If Executive does not comply in all material respects with her obligations under this Section 10 by 9 (other than in the Employeecircumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company will shall not be entitled obligated to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce pay Executive any remaining portion of the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentSeverance Payments.

Non-Competition. In consideration of this Agreement, the Employee --------------- agrees that, during the Employment Term, and for one year thereafter, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), the Employee shall not act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business engaged to a material extent in the manufacture or sale of (a) mattresses For a period of five (5) years from the Closing Date, each Seller agrees that it will not, and each will cause its controlled Affiliates not to, directly or other bedding products indirectly, engage in the distribution, marketing or 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 (b) any other products which constitute more than ten percent (10%) of the Company's revenues at the time in direct competition with the Company in any market. Ifa “Competing Business”); provided, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained nothing in this Section 10 5.11 shall be deemed to be reasonable and necessary. Nevertheless, if limit in any aspect way the conduct of these restrictions is found the Excluded Business or the provision of inventory management or warehousing services to be unreasonable third party customers that include Products in addition to other products or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, services (provided that the Parties intend for Products are provided to such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice third party customer pursuant to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(bSupply Agreement) and 6(c). Such waiver such activities and businesses shall be irrevocableexcluded from the definition of Competing Business for all purposes related to this Agreement. In the event of such a waiver, the Employee's agreement not to compete with the Company as The restrictions set forth in this Section 10 5.11(a) shall not be void upon his termination construed to prohibit or restrict any Seller or any of employmentits 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, of all sales of such Person or 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 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 the Intellectual Property License Agreement are suspended or terminated before the fifth anniversary of the Closing Date, Honeywell or any Seller may engage in any activity necessary to replace the services performed by Purchaser under the Supply Agreement or Intellectual Property License Agreement during such suspension or after such termination.

Non-Competition. In consideration During the period of this Agreement, the Employee --------------- agrees that, during the Employment Term, and for one year thereafter, unless the Employee has waived the Transaction Bonus employment and the equity considerations described in Subsections 6(b) and 6(c)Restricted Period, the Employee shall not act not, whether on behalf of himself or any other entity, engage, directly or indirectly, either as a proprietor, investorstockholder, partner, officer, director, officer, employee, substantial stockholder, consultant, employee or partner otherwise, for any entity engaged in any a business engaged similar to that of BFST and the Bank that maintains a material extent location in the manufacture Louisiana Parishes and Texas Counties set forth on Schedule 2.4 of this Exhibit A, which Schedule 2.4 may be amended from time to time by the Bank to include any additional parishes and counties in which the Bank has a branch banking facility, which amendments will be presented to Employee in writing and will become effective and binding on Employee unless Employee provides a notice of termination of this Agreement on or sale prior to the fifth (5th) business day following the date on which notice of the amendment is duly provided to Employee. Notwithstanding the foregoing, Employee may invest in the securities of any enterprise if (ai) mattresses such securities are listed on any national or other bedding products or regional securities exchange, (bii) any other products which constitute Employee does not beneficially own more than ten one percent (101%) of the Company's revenues at outstanding capital stock of such enterprise, and (iii) Employee does not otherwise participate in the time in direct competition with activity of such enterprise. For purposes of this Exhibit A, Employee acknowledges and agrees that the Company in any market. If, however, the Employee has waived the Transaction Bonus “business” of BFST and the equity considerations described Bank and their affiliates involves and relates to extending credit, accepting deposits, and engaging in Subsections 6(b) those other activities permissible for bank holding companies and 6(c)FDIC-insured financial institutions, this covenant not to compete shall be void upon the Employee's termination of employment. The either directly or indirectly, through financial or operating subsidiaries and affiliates; that Employee understands that and knows the foregoing restrictions may limit business in which BFST and the Employee's ability to engage in certain Bank and their affiliates is engaged and the scope, activities and business pursuits during involved in the period provided for above, but acknowledges that business of BFST and the Employee will receive sufficiently higher remuneration Bank and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10, their affiliates; and that the Employee has had reasonable time to consider the effect of these provisions, noncompetition and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions non-solicitation covenants contained in this Section 10 Exhibit A prohibit the Employee from engaging, in any capacity or any position, and from conducting any activities or business similar to be reasonable and necessary. Nevertheless, if any aspect that of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof BFST and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriateBank and their affiliates. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth As used in this Section 10 shall be void upon his termination of employment.Exhibit A, “customers” includes, but is not limited to, businesses, persons and entities for whom

Non-Competition. In consideration Grantee acknowledges and agrees that (a) at all times while Grantee is employed with Employer, Grantee shall pursue all appropriate business opportunities of this AgreementEmployer exclusively through Employer and (b) Employer would be irreparably damaged if Grantee (or, if applicable, any of Grantee’s controlled Affiliates) were to provide services to any Person (including Grantee) engaged in a Restricted Business (as defined below) and that such competition by Grantee (or, if applicable, any of Grantee’s controlled Affiliates) would result in a significant loss of goodwill by Employer. Therefore, Grantee agrees that during the period commencing on the Effective Date and ending on the second (2nd) anniversary of the date on which Grantee’s employment with Employer terminates if Grantee’s employment is terminated by Employer with Cause or by Grantee without Good Reason, or otherwise ending on the date on which Grantee’s employment with Employer terminates for any other reason (such period, the Employee --------------- agrees that, during the Employment Term, and for one year thereafter, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c“Restricted Period”), to the Employee extent permitted by the New York Canon of Ethics, Grantee shall not act (and, as a proprietorapplicable, investorshall cause each of Grantee’s controlled Affiliates not to) directly or indirectly through another Person own any interest in, manage, control, participate in (whether as an officer, director, officermanager, employee, substantial stockholderpartner, equity holder, member, agent, advisor, individual independent contractor, consultant, representative or partner otherwise), consult with, represent, render services for, or in any business engaged to a material extent other manner engage in the manufacture or sale Restricted Business in any geographic area where the Restricted Business of Employer conducts it; provided, that in the event that Grantee’s employment with Employer terminates upon a Grantee Non-Renewal (aas defined below), Employer shall have the option, in its sole discretion, to elect to continue to pay to Grantee, in monthly installments, the Base Salary (as defined in the Employment Agreement) mattresses or other bedding products or payable by Employer as if Grantee had remained employed for a period of up to 6 months following such termination, and if Employer shall so elect, then, notwithstanding anything in this Section 2 to Schedule E to the contrary, the Restricted Period shall continue for such period (bnot to exceed 6 months following the date of such termination) in respect of which such payments are made; provided, further, that nothing herein shall prohibit Grantee and any other products which constitute of Grantee’s controlled Affiliates, as applicable, from (x) being a passive owner of not more than ten two percent (102%) of the Company's revenues outstanding stock of any class of a corporation or entity which is publicly traded so long as Grantee (or any of Grantee’s controlled Affiliates, if applicable) does not have any active participation in the management or other business of such corporation or entity, (y) being employed by or otherwise providing services to any corporation or entity, a division or subsidiary of which is engaged in Restricted Businesses or (z) practicing law at the time in direct competition with the Company in any marketa law firm. If, howeverAs used herein, the Employee has waived term “Restricted Business” means collectively (i) any business that, in the Transaction Bonus preceding twelve (12) months derived more than 25% of its revenue from businesses involved in (1) the representation of Persons involved in television, film, music, literature, sports, internet, advertising, public speaking and the equity considerations all other mediums, including actors, writers, producers, directors, artists, musicians, athletes, models, sports leagues, mixed martial arts or boxing leagues and promotions and public figures, including any talent and/or entertainment agency business, (2) league development, sponsorship, hospitality, licensing, sports training and consulting, (3) sports programming and event management, (4) marketing and merchandising and (5) corporate advisory services or (ii) any business or businesses of a type not described in Subsections 6(bclause (i) and 6(c), this covenant not to compete shall be void upon the Employee's termination in which Grantee was actively engaged on behalf of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits Employer during the preceding twelve (12) month period provided for above, but acknowledges that prior to the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 date on which Grantee ceases to be reasonable employed with Employer (and necessary. Nevertheless, if any aspect logical extensions thereof) so long as such business in the preceding twelve (12) months derived more than 25% of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentits revenue from businesses.

Non-Competition. In consideration Grantee acknowledges and agrees that (a) at all times while Grantee is employed with the Company Group, Grantee shall pursue all appropriate business opportunities of this Agreementthe Company Group exclusively through the Company Group and (b) the Company Group would be irreparably damaged if Grantee (or, if applicable, any of Grantee’s controlled Affiliates) were to provide services to any Person (including Grantee) engaged in a Restricted Business (as defined below) and that such competition by Grantee (or, if applicable, any of Grantee’s controlled Affiliates) would result in a significant loss of goodwill by the Company Group. Therefore, Grantee agrees that during the period commencing on the Effective Date and ending on the first (1st) anniversary of the date on which Grantee or any Grantee’s Affiliates cease to be direct or indirect members of EOC Parent or, if earlier, the Employee --------------- agrees thatfirst (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, during the Employment Term, and for one year thereafter, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), the Employee Grantee shall not act (and, as a proprietorapplicable, investorshall cause each of his controlled Affiliates not to) directly or indirectly through another Person own any interest in, manage, control, participate in (whether as an officer, director, officermanager, employee, substantial stockholderpartner, equity holder, member, agent, advisor, individual independent contractor, consultant, representative or partner otherwise), consult with, represent, render services for, or in any business engaged to a material extent other manner engage in the manufacture or sale Restricted Business in any geographic area where the Company Group conducts it; provided, that nothing herein shall prohibit Grantee (and any of his controlled Affiliates, as applicable) from (ai) mattresses or other bedding products or (b) any other products which constitute being a passive owner of not more than ten two percent (102%) of the Company's revenues at outstanding stock of any class of a corporation or entity which is publicly traded so long as Grantee (or any of Grantee’s controlled Affiliates, if applicable) does not have any active participation in the time management or other business of such corporation or entity or (ii) being employed by or otherwise providing services to any corporation or entity, a division or subsidiary of which is engaged in direct competition Restricted Businesses so long as Grantee is not involved with such division or subsidiary. As used herein, the term “Restricted Business” means collectively (x) any talent agency business or (y) any business or businesses or a type not described in clause (x) in which Grantee was actively engaged on behalf of the Company Group during the preceding twelve (12) month period prior to the date on which Grantee ceases to be employed by or providing services to the Company Group (and any logical extensions thereof). Notwithstanding anything in this Agreement (including this Schedule E) to the contrary, this Section 2 of Schedule E (other than clause (a) hereof) shall not apply and shall have no force and effect upon (i) an Employer Non-Renewal, (ii) a termination of Grantee’s employment or services with the Company in any market. If, however, Group by the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(bCompany without Cause or (iii) and 6(c), this covenant not to compete shall be void upon the Employee's a termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable Grantee’s employment or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete services with the Company as Group by Grantee with Good Reason. No amendment of the Operating Agreement of WME Holdco that would change the covenants set forth in this Section 10 2 of Schedule E in a manner adverse to Grantee shall be void upon effective as to Grantee without his termination of employmentwritten consent.

Non-Competition. In consideration The Limited Parties acknowledge that any competition by any of this Agreementthe Limited Parties with the Buyer (or any of its successors in interest, including, without limitation, any Nominee) upon the transfer of the Seller's interest in any Facility (or the Seller's interest in any Single Purpose Entity), would cause irreparable harm to (a) the Buyer, (b) if applicable, the Employee --------------- agrees thatSingle Purpose Entity acquired by the Buyer and (c) any applicable successor in interest to the Buyer or such Single Purpose Entity. From and after the date hereof until the fifth anniversary of the applicable Closing Date involving any Facility hereunder, during no Limited Party, 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 independent living facility (or other facility operated for any use included within the Employment Term, and for one year thereafter, unless definition of Primary Intended Use of the Employee has waived the Transaction Bonus and the equity considerations described applicable Facility involved in Subsections 6(b) and 6(csuch Closing), center, unit or program (or in any Person engaged in any such activity or any related activity competitive therewith), excluding, if applicable, the Employee Excluded Facilities, whether such competitive activity shall not act be as a proprietoran officer, director, owner, employee, agent, advisor, independent contractor, developer, lender, sponsor, venture capitalist, administrator, manager, investor, directorpartner, officerjoint venturer, employee, substantial stockholder, consultant, consultant or partner other participant in any business engaged capacity whatsoever with respect to a material extent in the manufacture or sale of an assisted living facility (a) mattresses or other bedding products or (b) facility operated for any other products which constitute more than ten percent (10%) use included within the definition of the Company's revenues at applicable Primary Intended Use), center, unit or program located within a fifteen (15) mile radius of the applicable Facility and the portion of the Property relating thereto. The Limited Parties hereby acknowledge and agree that none of the time in direct competition with span, scope or area covered by the Company in any market. If, however, foregoing restrictive covenants is or are unreasonable and that it is the Employee has waived specific intent of the Transaction Bonus Limited Parties that each and all of the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete restrictive covenants set forth hereinabove shall be void upon the Employee's termination of employmentvalid and enforceable as specifically set forth herein. The Employee understands Limited Parties further agree that these restrictions are special, unique, extraordinary and reasonably necessary for the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect protection of the provisions of this Section 10, Buyer (and its successors in interest) and that the Employee has had reasonable time violation of any such covenant by any of the Limited Parties would cause irreparable damage to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained Buyer (and/or its applicable successors in this Section 10 to interest) for which a legal remedy alone would not be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue fully protect such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentparties.

Non-Competition. In Hall acknowledges that the covenants and --------------- agreements in this Section 10 are in consideration of Hall's employment with ENI under this Agreement and Hall's opportunity to increase his shareholdings in ENI as a result of the recapitalization, and are necessary to protect the legitimate interests of ENI, its employees, and the other shareholders of ENI. During the Period of Restriction (as hereinafter defined), Hall will not (a) engage, directly or indirectly, anywhere in North America, alone or as a shareholder (other than as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, officer, director, employee or consultant of any other business organization that is engaged or becomes engaged in a business the Designated Industry (as hereinafter defined), (b) divert to any competitor of ENI, any customer of ENI, or (c) solicit or encourage any officer, key employee or consultant of ENI to leave its employ for alternative employment in the Designated Industry. For purposes of this Section 10, the term "Designated Industry" shall mean any business activity that ENI is conducting at the time of the termination of Hall's employment with ENI or of which Hall has or should have knowledge that ENI then proposes to conduct, including but not limited to (i) engineering, procurement and construction management services relating to coal processing facilities, mineral processing facilities or environmental projects to the extent that such services are competitive with any services offered or provided by ENI, (ii) the design or manufacture of machinery and equipment for use in coal processing or the processing of other minerals to the extent that such machinery or equipment would be competitive with any machinery and equipment designed, manufactured or distributed by ENI, and (iii) the design, manufacture or distribution of any industrial threaded fasteners or similar products that are competitive with any products designed, manufactured or distributed by ENI. For purposes of this Agreement, the Employee --------------- agrees that, during "Period of Restriction" shall be the Employment Term, period commencing on the Commencement Date and for one year thereafter, unless ending three (3) years from the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), the Employee shall not act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business engaged to a material extent in the manufacture or sale of (a) mattresses or other bedding products or (b) any other products which constitute more than ten percent (10%) last day of the Company's revenues Term of this Agreement. If at the any time in direct competition with the Company in any market. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 1010 shall be determined to be invalid or unenforceable, and that the Employee has had reasonable time by reason of being vague or unreasonable as to consider the effect area, duration or scope of these provisionsactivity, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as determined to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In court or other body having jurisdiction over the event of a breach or threatened breach of matter; and Hall agrees that this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver as so amended shall be irrevocable. In the event of such a waiver, the Employee's agreement valid and binding as though any invalid or unenforceable provision had not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentbeen included herein.

Non-Competition. In consideration (a) Subject to the Closing, and as --------------- an inducement to SBI to execute this Agreement and complete the transactions contemplated hereby, and in order to preserve the goodwill associated with the business of BSC being acquired pursuant to this Agreement, the Employee --------------- agrees that, during the Employment Term, and for one year thereafter, unless the Employee has waived the Transaction Bonus BSC and the equity considerations described in Subsections 6(bBSC Shareholders hereby covenant and agree that for a period of five (5) and 6(c)years from the Closing Date, the Employee shall not act as a proprietorthey will not, investordirectly for themselves or any third party, director, officer, employee, substantial stockholder, consultant, or partner become engaged in any business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, BSC, SBI or any of their affiliates including, without limitation, any business or activity engaged in by any leasing company or any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within the states of New Jersey, New York, Pennsylvania, Delaware, Maryland and Virginia; provided, however that Xxxxxxx X. Xxxxxx may continue, consistent with past practice, to a material extent engage in business activities with Auto Lenders Liquidation Center, Inc. This provision shall not restrict BSC or the manufacture BSC Shareholders from owing or sale investing in publicly traded securities of (a) mattresses or other bedding products or (b) financial institutions, so long as their respective aggregate holdings in any other products which constitute more than financial institution do not exceed ten percent (10%) of the Company's revenues at outstanding capital stock of such institution. In the time in direct competition with event that a court of competent jurisdiction determines that the Company in any market. Ifprovisions of this covenant not to compete are excessively broad as to duration, howevergeographical scope or activity, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), it is expressly agreed that this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands construed so that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for aboveremaining provisions shall not be affected, but acknowledges that the Employee will receive sufficiently higher remuneration shall remain in full force and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10effect, and that any such over broad provisions shall be deemed, without further action on the Employee has had reasonable time to consider the effect part of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the courtperson, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employeemodified, the Company will be entitled to preliminary and permanent injunctive reliefamended and/or limited, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice but only to the Company, elect extent necessary to waive his Transaction Bonus render the same valid and the equity considerations described enforceable in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentjurisdiction.

Non-Competition. In consideration of this Agreement, the Employee --------------- The Grantee covenants and agrees that, that during the Grantee’s Employment Term, and for one year thereaftera period of twelve (12) months (and such period shall be tolled on a day-to-day basis for each day during which the Grantee participates in any activity in violation of the restrictions set forth in this Section 11(a)) following the Grantee’s termination of Employment, unless whether such termination occurs at the Employee has waived insistence of the Transaction Bonus and Company or its Affiliates or the equity considerations described in Subsections 6(b) and 6(cGrantee (for whatever reason), the Employee shall not act Grantee will not, directly or indirectly, alone or in association with others, anywhere in the Territory (as a proprietordefined below), investorown, directormanage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, substantial stockholderinvestor, principal, joint venturer, shareholder, partner, director, consultant, agent or partner otherwise with, or have any financial interest (through stock or other equity ownership, investment of capital, the lending of money or otherwise) in, any business, venture or activity that directly or indirectly competes, or is in planning, or has undertaken any preparation, to compete, with the Business of the Company or any of its Immediate Affiliates (any Person who engages in any such business engaged venture or activity, a “Competitor”), except that nothing contained in this Section 11(a) shall prevent the Grantee’s wholly passive ownership of two percent (2%) or less of the equity securities of any Competitor that is a publicly-traded company. For purposes of this Section 11(a), the “Business of the Company or any of its Immediate Affiliates” is that of arts and crafts specialty retailer providing materials, ideas and education for creative activities, as well as any other business that the Company or any of its Immediate Affiliates conducts or is actively planning to a material extent in conduct at any time during the manufacture Grantee’s Employment, or with respect to the Grantee’s obligations following his or her termination of Employment the twelve (12) months immediately preceding the Grantee’s termination of Employment; provided, that the term “Competitor” shall not include any business, venture or activity whose gross receipts derived from the retail sale of arts and crafts products (aaggregated with the gross receipts derived from the retail sale of arts and crafts projects of any related business, venture or activity) mattresses or other bedding products or (b) any other products which constitute more are less than ten percent (10%) of the Company's revenues at the time in direct competition with the Company in any marketaggregate gross receipts of such businesses, ventures or activities. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions For purposes of this Section 1011(a), the “Territory” is comprised of those states within the United States, those provinces of Canada, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained any other geographic area in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, which the Company will be entitled or any of its Immediate Affiliates was doing business or actively planning to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies do business at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employment.any time during the

Non-Competition. In consideration The Executive acknowledges that (i) the Executive performs services of this Agreementa unique nature for the Company that are irreplaceable, and that the Executive’s performance of such services to a Competitor (as defined below) will result in irreparable harm to the Company Group, (ii) the Executive has had and will continue to have access to trade secrets and other confidential information of the Company Group, which, if disclosed, would unfairly and inappropriately assist in competition against the Company Group, (iii) in the course of the Executive’s Engagement (as defined below) by a Competitor, the Employee --------------- agrees thatExecutive would inevitably use or disclose such trade secrets and confidential information, (iv) the members of Company Group have substantial relationships with their customers and the Executive has had and will continue to have access to these customers, (v) the Executive has received and will receive specialized training from the Company and other members of the Company Group, (vi) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment, and (vii) the Executive may receive an award of options to purchase equity in the Company (subject to an applicable option plan, and exercised options will be subject to the Company’s operating agreement as amended from time to time) in connection with his employment by the Company pursuant hereto. Accordingly, in consideration for this Agreement and as additional consideration for any options awarded, during the Employment Term, Term and for one year a period of eighteen (18) months thereafter (or, if a reviewing court determines eighteen (18) months to be overbroad in duration, for twelve (12) months thereafter, unless nine (9) months thereafter, or six (6) months thereafter, respectively; depending, in each case, on the Employee has waived determination of the Transaction Bonus reviewing court that the respective longer period is overbroad) (the “Restricted Period”) the Executive agrees that, in each of the United States of America and Mexico, including the equity considerations described provinces, states and territories thereof, which for the avoidance of doubt includes countries, provinces, states and territories where any member of the Company Group currently engages in Subsections 6(b) and 6(c)the operation of its business or engages in such business at the date of termination of Executive’s employment, the Employee shall not act Executive will not, directly or indirectly, own, manage, operate, control, be employed by, aid, assist or render services to, in whatever form (whether as a proprietor, investor, director, officer, an employee, substantial stockholder, consultant, independent contractor or partner in otherwise, and whether or not for compensation) (“Engage”, any business such activities also referred to as “Engagement”), to any person, firm, corporation or other entity (other than any member of the Company Group) engaged to a material extent in the manufacture manufacture, merchandising, distribution, service, or sale of (a) mattresses packaging or other bedding products or goods of the same or substantially similar type as those which are manufactured, merchandised, distributed, serviced or sold by any member of the Company Group on the date of termination or in which the Executive is aware that the Company Group has taken reasonable tangible steps, on or prior to such date, to be engaged in on or after such date (bincluding sales to customers, vendors or intermediaries in any such country) any other products which constitute (a “Competitor”). Notwithstanding the foregoing, nothing herein shall prohibit the Executive from being a passive owner of not more than ten one percent (101%) of the Company's revenues at equity securities of a publicly traded Competitor, so long as the time Executive has no active participation in direct competition the business of such Competitor. In addition, Employee may accept employment with a Competitor whose business is diversified, provided, that (x) Employee will not, directly or indirectly, Engage with any division or part of the Competitor that is in any way engaged in business or business activity competitive with any member of the Company Group; and (y) the Company shall receive, prior to the Executive’s Engagement with such Competitor, written assurances deemed satisfactory by the Company from the Executive and the Competitor that the Executive will not, directly or indirectly, render services or assistance to any part of the Competitor that is in any market. If, however, the Employee has waived the Transaction Bonus and the equity considerations described way engaged in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination business which is materially competitive with any member of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentGroup.

Non-Competition. In consideration During the Term and for a period of 24 months beyond Employee’s date of termination of employment for any reason (the “Restricted Period”), Employee shall not, directly or indirectly, engage in or become associated with a Competitive Activity. For purposes of this AgreementSection 2(b): (i) a “Competitive Activity” means any business or other endeavor, in any county of any state of the United States or a comparable jurisdiction in Canada or any other country, of a kind being conducted by the Company or any of its subsidiaries (or of a kind in which the Company or any of its subsidiaries has made specific plans to engage, about which plans Employee has knowledge) in such jurisdiction (including, without limitation, Competitive Activities conducted by general online travel providers such as Xxxxxxxxxxx.xxx Inc, Orbitz and Xxxxxxxxx.xxx Inc.) during the Term; provided, that if the Company or its subsidiaries become engaged (or have made specific plans to engage, about which plans Employee has knowledge) in any non-travel-related businesses within three months before Employee’s termination of employment for any reason, such non-travel-related businesses shall not be a Competitive Activity; provided, further that any business or endeavor shall cease to be a Competitive Activity if the Company and its subsidiaries are not or cease to be engaged in such business or endeavor; and (ii) Employee shall be considered to have become “associated with a Competitive Activity” if Employee becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, advisor, lender, or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity; provided, however, that if the Restricted Period would extend beyond the Severance Period (under circumstances in which Employee had received severance benefits under Section 1(d)), the Employee --------------- agrees that, during Restricted Period shall end upon the Employment Term, and for one year thereafterexpiration of the Severance Period, unless the Company pays Employee has waived at a rate of $100,000 per year (prorated on a monthly basis) to the Transaction Bonus and extent it determines to continue the equity considerations described in Subsections 6(b) and 6(c)Restricted Period beyond the Severance Period. Notwithstanding the foregoing, the Employee it shall not act as be a proprietorviolation of this Section 2(b) or Section 2(d) for Employee to serve on Existing Corporate Boards or to make and retain investments during the Restricted Period, investorfor investment purposes only, director, officer, employee, substantial stockholder, consultant, or partner (A) in any business engaged to a material extent in the manufacture or sale of (a) mattresses or other bedding products or (b) any other products which constitute more less than ten five percent (105%) of the Company's revenues outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System if Employee is not otherwise affiliated with such corporation and (B) in an entity on which Employee serves on an Existing Corporate Board (as defined in Section 1A) solely so long as such entity does not engage in a Competitive Activity that is materially more significant than any Competitive Activity in which it was engaging at the time in direct competition with Effective Date. Further, notwithstanding the Company in any market. Ifforegoing, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant it shall not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions a violation of this Section 102(b) or Section 2(d) for Employee, following termination of Employee’s employment for any reason, to (1) provide services to any person or entity engaged in any Competitive Activity if Employee is not involved, directly or indirectly, in the management, supervision or operations of such Competitive Activity and the gross revenues generated by such Competitive Activity do not constitute more than the lesser of (x) 15% of the consolidated gross revenues of such person or entity and its affiliates or (y) 15% of the consolidated gross revenues of the Competitive Activities in which USAi and its subsidiaries engage as of Employee’s termination of employment (or $100 million, if lower), or (2) provide services to or otherwise be affiliated with a venture capital or private equity firm that holds investments in entities engaged in any Competitive Activities if Employee is not involved, directly or indirectly, in (A) the Employee has had reasonable time to consider the effect management, operations or supervision of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney such investments or (B) advising such firm with respect to these provisions. The Company such investments, provided that the gross revenues generated by such Competitive Activity do not constitute more than the lesser of (x) 15% of the consolidated gross revenues of such firm and its affiliates or (y) 15% of the Employee consider consolidated gross revenues of the restrictions contained Competitive Activities in this Section 10 to be reasonable which USAi and necessary. Neverthelessits subsidiaries engage as of Employee’s termination of employment (or $100 million, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(clower). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employment.