Common use of Non-Competition Clause in Contracts

Non-Competition. (a) In consideration of the Company’s grant of this Option, the Optionee agrees that for as long as the Optionee is employed by the Company and until the first anniversary of the date of termination of the Optionee’s employment with the Company or any Affiliate, as the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Person. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition. During the Employment Period and for an additional period of one (a1) In consideration year following the termination of the Company’s grant of this Option, the Optionee agrees that for as long as the Optionee is employed his employment by the Company and until for Cause ( as described in Section 5a above) or the first anniversary of the date of voluntary termination of employment by the Optionee’s employment with Executive (as described in Section 5c above) (the Company or any Affiliate, as the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive BusinessNoncompetition Term”), (ii) enter the employ of, or render any services Executive agrees not to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, either through any form of ownership or as an individual, partner, shareholderdirector, officer, director, principal, agent, trustee or employee, employer, adviser, consultant, shareholder, partner, member or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any person or entity, without the prior written consent of the Company (ivwhich consent may be withheld in its sole discretion), engage in any manner in the Business (as defined below) interfere with business relationships (whether formed before in the metropolitan areas of Houston, A▇▇▇▇▇, ▇▇▇▇▇▇ or after San Antonio, Texas or any other metropolitan area in the United States where the Company owns or leases more than $10 million in gross asset value of assets as of the date of this Award Agreement) Agreement or as of the date of termination. For purposes of this Section 9, “Business” means the acquisition, development, management, ownership, leasing and/or disposition of retail shopping centers and/or any capital raising activities related thereto. Executive understands and agrees that his covenants contained in this Section 9 are being given in consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or any of its Affiliates and customers, suppliers, Partners, members or investors used by a competitor of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, Executive shall not be deemed to have violated this Section 9 solely by reason of his passive ownership of 10% or less of the Optionee may, directly or indirectly own, solely as an investment, securities outstanding equity interests of any Person engaged in public entity. Executive hereby acknowledges that the business geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 9 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. This noncompetition provision can only be revoked or modified by a writing signed by both Executive and the Chief Executive Officer of the Company, as approved by the Board, which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Affiliates which are publicly traded on a national Confidential Information but for his covenants or regional stock exchange or on promises contained in this Section. The Company and Executive agree and stipulate that the over-the-counter market if the Optionee (i) is agreements and covenants not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Person. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions to compete contained in this Section 7 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the following Section 8 Company; provided however, Executive and the Company are aware that in certain circumstances courts have refused to be reasonableenforce certain terms of agreements not to compete. Therefore, if a final judicial determination is made by a court in furtherance of, and not in derogation of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended Section 9, the Company and Executive agree that in the event a court should decline to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if enforce any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability terms of any of the other restrictions provisions of this Section 9, that this Section 9 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided however, in no event shall the provisions of this Section 9 be deemed to be more restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, he shall immediately notify the Company in writing of any employment, work or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensation.

Non-Competition. (a) In consideration Executive hereby acknowledges and agrees that, during the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects of the Company’s grant business and operations of this Option, the Optionee Bank Entities. Executive hereby covenants and agrees that for as long as during the Optionee is employed by the Company and Term until the first anniversary later to occur of the date of termination of one (1) year after the Optionee’s employment with Termination Date, or the Company or any Affiliate, as Expiration Date (the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive BusinessRestricted Period”), Executive will not at any time (ii) enter except for the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive BusinessBank Entities), directly or indirectly, in any capacity (whether as an individuala proprietor, partnerowner, shareholderagent, officer, director, shareholder, organizer, partner, principal, agentmanager, trustee member, employee, contractor, consultant or consultantotherwise): (a) provide any advice, (iv) interfere with business relationships (whether formed before assistance or after services of the date of this Award Agreement) between the Company kind or nature which he provided to any of its Affiliates and customers, suppliers, Partners, members the Bank Entities or investors relating to business activities of the Company or its Affiliates or (v) disparage type engaged in by any of the CompanyBank Entities within the preceding two years, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of to any Person engaged who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in the business of the Company or its Affiliates which are publicly traded on either case, a national or regional stock exchange or on the over-the-counter market “Competitor”) if the Optionee (i) is not a controlling Person ofsuch Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a member “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of a group which controls, such Person the Bank’s headquarters or any Branch of the Bank Entities and (ii) does not, direct such Branch competes or indirectly, own 5% will compete with the products or more of any class of securities of such Person.services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) It is expressly understood and agreed that although Optionee and Company consider sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the restrictions contained in contrary, this Section 7 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the following Section 8 to be reasonableSecurities Exchange Act of 1934, if a final judicial determination is made by a court as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of competent jurisdiction the outstanding securities of such company and that such ownership does not does not violate: (A) the time or territory Code of Conduct or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other restrictions contained hereinsimilar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith (the “Non-Compete”).

Non-Competition. (a) In consideration Executive hereby acknowledges and agrees that, during the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects of the Company’s grant business and operations of this Option, the Optionee Bank Entities. Executive hereby covenants and agrees that for as long as during the Optionee is employed by the Company and Term until the first anniversary earlier to occur of the date of termination of one (1) year after the Optionee’s employment with Termination Date, or the Company or any Affiliate, as Expiration Date (the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive BusinessRestricted Period”), Executive will not at any time (ii) enter except for the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive BusinessBank Entities), directly or indirectly, in any capacity (whether as an individuala proprietor, partnerowner, shareholderagent, officer, director, shareholder, organizer, partner, principal, agentmanager, trustee member, employee, contractor, consultant or consultantotherwise): (a) provide any advice, (iv) interfere with business relationships (whether formed before assistance or after services of the date of this Award Agreement) between the Company kind or nature which he provided to any of its Affiliates and customers, suppliers, Partners, members the Bank Entities or investors relating to business activities of the Company or its Affiliates or (v) disparage type engaged in by any of the CompanyBank Entities within the preceding two years, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of to any Person engaged who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in the business of the Company or its Affiliates which are publicly traded on either case, a national or regional stock exchange or on the over-the-counter market “Competitor”) if the Optionee (i) is not a controlling Person ofsuch Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a member “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of a group which controls, such Person the Bank’s headquarters or any Branch of the Bank Entities and (ii) does not, direct such Branch competes or indirectly, own 5% will compete with the products or more of any class of securities of such Person.services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) It is expressly understood and agreed that although Optionee and Company consider sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the restrictions contained in contrary, this Section 7 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the following Section 8 to be reasonableSecurities Exchange Act of 1934, if a final judicial determination is made by a court as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of competent jurisdiction the outstanding securities of such company and that such ownership does not does not violate: (A) the time or territory Code of Conduct or any other restriction contained in this Award policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement is an unenforceable restriction against Optioneeas of August 1, 2014 (the “Non-Compete”). Notwithstanding the above, the provisions of this Award Agreement Section 8.5 shall not be rendered void but shall be deemed amended apply in the event the Executive (a) continued employment with the Company and the Bank upon a Change in Control and then (b) voluntarily resigns from the Company and the Bank effective in the thirteenth or fourteenth month following such Change in Control and (c) no Change in Control Payment had been paid to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained Executive in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect connection with the enforceability of any of the other restrictions contained hereinChange in Control.

Non-Competition. (a) In consideration of During the Company’s grant of this OptionRestriction Period (as defined in Section 12(b) below), the Optionee agrees that for as long as the Optionee is employed by the Company and until the first anniversary of the date of termination of the Optionee’s employment Executive shall not engage in Competition with the Company or any Affiliate, as the case may be, such Optionee will not directly or indirectly, (i) engage Subsidiary. "Competition" shall mean engaging in any business that operates activity, except as provided below, for a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business Competitor of the Company or its Subsidiaries at the time of termination of such Optionee’s employmentany Subsidiary, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, whether as an individualemployee, partnerconsultant, shareholderprincipal, agent, officer, director, partner, shareholder (except as a less than one percent shareholder of a publicly traded company) or otherwise. A "Competitor" shall mean (i) Bed Bath & Beyond, Inc., Strouds, Inc., Home Express Inc. and Home Place Inc. (and any successor or successors thereto); (ii) any specialty retailer if 40% or more of its revenues (based on the most recent quarterly or annual financial statements available) are derived from the sale of home textiles or housewares; (iii) any corporation, other entity, or start-up corporation or other entity engaged primarily or organized for the purpose of engaging primarily in the sale of home textiles or housewares having a total capitalization (equity and/or long-term debt) in excess of $30,000,000 or revenues (based on the most recent quarterly or annual financial statements available) in excess of $25,000,000. If the Executive commences employment or becomes a consultant, principal, agent, trustee officer, director, partner, or shareholder of any entity that is not a Competitor at the time the Executive initially becomes employed or becomes a consultant, (iv) interfere with business relationships (whether formed before principal, agent, officer, director, partner, or after shareholder of the date entity, future activities of such entity shall not result in a violation of this Award Agreementprovision unless (x) between such activities were contemplated by the Company Executive at the time the Executive initially became employed or any becomes a consultant, principal, agent, officer, director, partner, or shareholder of its Affiliates and customersthe entity or (y) the Executive commences directly or indirectly overseeing or managing the activities of an entity which becomes a Competitor during the Restriction Period, suppliers, Partners, members or investors which activities are competitive with the activities of the Company or its Affiliates Subsidiary. The Executive shall not be deemed indirectly overseeing or (v) disparage managing the Company, its Directors, Officers or controlling stockholders. Notwithstanding activities of such Competitor which are competitive with the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business activities of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on Subsidiary so long as he does not regularly participate in discussions with regard to the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Person. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any conduct of the other restrictions contained hereincompeting business.

Non-Competition. (a) In Because of Employer Group's legitimate business interest as described in this Agreement and the good and valuable consideration offered to the Associate, the receipt and sufficiency of which is acknowledged, during the term of Associate's employment and for the one year beginning on the last day of the Company’s grant of this Option, the Optionee agrees that for as long as the Optionee is employed by the Company and until the first anniversary of the date of termination of the Optionee’s Associate's employment with the Company Employer, whether terminated for any reason or any Affiliateno reason, as by the case may be, such Optionee will not directly Associate or indirectlythe Employer, (i) the "Restricted Period"), the Associate agrees and covenants not to engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with Prohibited Activity within the business United States, or the geographical regions for which the Associate provides services during the course of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”)whichever is larger. For purposes of this non-compete clause, (ii) enter "Prohibited Activity" is activity in which the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive BusinessAssociate contributes the Associate's knowledge, directly or indirectly, in whole or in part, as an individualassociate, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, shareholderdirector, stockholder, officer, directorvolunteer, principalintern, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customersother similar capacity to an entity engaged in the same or similar business as the Employer Group, suppliers, Partners, members or investors of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person including those engaged in the business of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed by the Company Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. The Employer Group regards as its Affiliates which are primary, but not exclusive, competitors the following: Masonite, Weather Shield, PlyGem, Pella, ▇▇▇▇▇▇▇▇ Windows, ▇▇▇▇▇▇ Windows, Steve’s and Sons, Fortune Brands Door Division (ThermaTru), Plastpro, Lynden Door, ▇▇▇▇▇ Bros., Woodgrain Millwork, PGT, Sierra Pacific, and ▇▇▇▇. Nothing herein shall prohibit Associate from purchasing or owning less than five percent (5%) of the publicly traded on securities of any corporation, provided that such ownership represents a national or regional stock exchange or on passive investment and that the over-the-counter market if the Optionee (i) Associate is not a controlling Person person of, or a member of a group which that controls, such Person and (ii) corporation. This Section does not, direct in any way, restrict or indirectly, own 5% impede the Associate from exercising protected rights to the extent that such rights cannot be waived by agreement or more from complying with any applicable law or regulation or a valid order of any class of securities of such Person. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the time law, regulation, or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinorder.

Non-Competition. (a) In consideration While employed hereunder and (i) if the Executive's employment is terminated and the Executive is entitled to receive compensation and benefits under either Section 4.5, during the Salary Continuation Period or (ii) if the Executives employment is otherwise terminated, for a period of one (1) year thereafter (such period being the "Restricted Period"), the Executive shall not, unless the Executive receives the prior written consent of the Company’s grant Board of this OptionDirectors, the Optionee agrees own a material interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in or be connected with, as an officer, employee, partner, stockholder, consultant or otherwise, (A) any Person (x) that for as long as the Optionee is employed by the Company and until the first anniversary of the date of termination of the Optionee’s employment competes with the Company in investing or any Affiliateconsulting with small and medium sized businesses in the United States with regard to change of control transactions in which the transaction utilizes employee stock ownership plans, as the case may be, such Optionee will not directly or indirectly, (iy) engage that provides or proposes to provide services to or owns an investment in or proposes to make an investment in any business that operates a telematics business Person that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business a client of the Company as of the Termination Date or its Subsidiaries at to which the time of termination of such Optionee’s employment, Company has outstanding loans or in which the Company then has investments (a “Competitive Business”including warrants or options), or (iiB) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors potential customer of the Company with which the Company has discussed a client, loan or its Affiliates or (v) disparage the Companyinvestment relationship within 12 months prior to, its Directors, Officers or controlling stockholders. Notwithstanding the foregoingas applicable, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business end of the Company Executive's employment or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such PersonTermination Date. (b) It is expressly understood The Executive has carefully read and agreed considered the provisions of this Section 5.2 and, having done so, agrees that although Optionee the restrictions set forth in this Section 5.2 (including the Restricted Period, scope of activity to be restrained and Company consider the geographical scope) are fair and reasonable and are reasonably required for the protection of the interests of the Company, its officers, directors, employees, creditors and shareholders. The Executive understands that the restrictions contained in this Section 7 5.2 may limit the Executive's ability to engage in a business similar to the Company's business, but acknowledges that the Executive will receive sufficiently high remuneration and other benefits from the following Company hereunder to justify such restrictions. (c) During the Restricted Period, the Executive shall not, whether for the Executive's own account or for the account of any other Person (excluding the Company), intentionally (i) solicit, endeavor to entice or induce any employee of the Company to terminate the Executive's employment with the Company or accept employment with anyone else or (ii) interfere in a similar manner with the business of the Company. (d) In the event that any provision of this Section 8 5.2 relating to the Restricted Period or the areas of restriction shall be reasonable, if a final judicial determination is made declared by a court of competent jurisdiction that to exceed the maximum time period or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optioneeareas such court deems reasonable and enforceable, the provisions Restricted Period or areas of this Award Agreement restriction deemed reasonable and enforceable by the court shall not become and thereafter be rendered void but shall be deemed amended to apply as to such the maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinperiod and/or areas.

Non-Competition. (a) In The Company shall provide Employee access to the Confidential Information for use only during the Employment Period, and Employee acknowledges and agrees that the Company Group will be entrusting Employee, in Employee’s unique and special capacity, with developing the goodwill of the Company Group, and in consideration thereof and in consideration of the Company’s grant access to Confidential Information, has voluntarily agreed to the covenants set forth in this Section. Employee further agrees and acknowledges that the limitations and restrictions set forth herein, including but not limited to geographical and temporal restrictions on certain competitive activities, are reasonable and not oppressive and are material and substantial parts of this Option, the Optionee agrees that for as long as the Optionee is employed by Agreement intended and necessary to prevent unfair competition and to protect the Company Group’s Confidential Information and until substantial and legitimate business interests and goodwill. (b) During the first anniversary Employment Period and for a period of two (2) years (the date of “Restricted Period”) following the termination of the Optionee’s Employment Period for any reason, Employee shall not, for whatever reason and with or without cause, either individually or in partnership or jointly or in conjunction with any other Person or Persons as principal, agent, employee, shareholder (other than holding equity interests listed on a United States stock exchange or automated quotation system that do not exceed five percent (5%) of the outstanding shares so listed), owner, investor, partner or in any other manner whatsoever, directly or indirectly, engage in or compete with the Business anywhere in the world. (c) During the Restricted Period, Employee shall not (A) knowingly induce or attempt to induce any other Person known to Employee to be a customer of the Company or its affiliates (each, a “Customer”) to cease doing any business with the Company or its affiliates anywhere in the world or (B) solicit business involving the Business from, or provide services related to the Business to, any Customer. (d) During the Restricted Period, Employee shall not solicit the employment of any individual who is an employee of the Company or its affiliates, except that Employee shall not be precluded from soliciting the employment of, or hiring, any such individual (i) whose employment with the Company or any Affiliate, as the case may be, one of its affiliates has been terminated before entering into employment discussions with such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”)Seller, (ii) enter the employ of, who initiates discussions with Employee regarding employment opportunities with Employee or render any services to, any Person engaged in a Competitive Business, (iii) acquire responds to a financial interest in, general advertisement or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date other similarly broad form of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Personsolicitation for employees. (be) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in For purposes of this Section 7 and 9, the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that terms shall have the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.following meanings:

Non-Competition. (a) In consideration of Unless the Company’s grant obligation is waived or limited by Ceridian in accordance with subsection (b) of this OptionSection 6.02, the Optionee Executive agrees that for as long as the Optionee is employed by the Company and until the first anniversary a period of the date of two years following termination of the Optionee’s employment with the Company or for any Affiliatereason, as the case may be, such Optionee Executive will not directly or indirectly, (i) engage in any business that operates alone or as a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principalshareholder or employee of any other firm or entity, agent, trustee or consultant, (iv) interfere engage in any commercial activity in competition with any part of Ceridian's business relationships (whether formed before or after as conducted as of the date of such termination of employment or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information as governed by Article V of this Award Agreement. For purposes of this subsection (a), "shareholder" shall not include beneficial ownership of less than five percent (5%) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, combined voting power of all issued and outstanding voting securities of any Person engaged in the business of the Company or its Affiliates which are a publicly held corporation whose stock is traded on a national major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business conducted by Ceridian or regional stock exchange its affiliates and any partnership or on joint venture in which Ceridian or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Personvoting stock. (b) It is expressly understood At its sole option Ceridian may, by written notice to Executive within 30 days after the effective date of termination of Executive's employment, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the term of the non-competition obligation, prior to accepting employment with, or agreeing to provide consulting services to, any firm which offers products or services in the fields of electronics or information processing, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the proposed employment or consulting services and agreed the firm to which they will be rendered. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) During any period of non-competition pursuant to this Article VI Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination. There shall be credited against Ceridian's obligation to make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the event that although Optionee and Company consider the restrictions contained in Ceridian elects, pursuant to subsection (b) of this Section 7 and the following Section 8 6.02, to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory waive all or any other restriction contained in this Award Agreement is an unenforceable restriction against Optioneeportion of the non-competition obligation, the provisions of this Award Agreement shall not be rendered void but no payment shall be deemed amended required by Ceridian with respect to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any portion of the other restrictions contained hereinnon-competition period which has been waived.

Non-Competition. During the Period of Employment hereunder, and in the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later of (a) In consideration one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its termination, the Employee will not directly for himself or herself or any third party, 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, the Company or the Bank, including, without limitation, any business or activity engaged in by 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 a 25 mile radius of any office or facility of the Company’s grant of this Option, the Optionee agrees that for as Bank or any of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, so long as his or her aggregate holdings in any financial institution do not exceed ten percent (10%) of the Optionee is employed by outstanding capital stock of such institution. During the Period of Employment hereunder, and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer of the Company and until or the first anniversary Bank during the period of the date Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of termination of the Optionee’s employment with the Company or the Bank, or otherwise divert or attempt to divert any Affiliate, as the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the existing business of the Company or its Subsidiaries at the time Bank within any area of termination 100 miles of such Optionee’s employmentany office or facility of the Company, (the Bank or any of their Affiliates. The Employee will not, either during the Period of Employment hereunder or for a “Competitive Business”)period of two years thereafter directly for himself or any third party, (ii) enter solicit, induce, recruit or cause another person in the employ ofemployment of the Bank, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its their Affiliates and customersto terminate his or her employment for the purposes of joining, suppliersassociating, Partnersor becoming employed with any business or activity which is in competition with any services or financial products sold, members or investors any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, the Company or its Affiliates the Bank shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or (v) disparage by operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, its Directorsand shall not be construed as a limitation upon, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged alternative or in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person lieu of, or a member any such remedies. If any provisions of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Person. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to paragraph shall be reasonable, if a final judicial determination is made determined by a court of competent jurisdiction that the to be unenforceable in part by reason of it being too great a period of time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optioneecovering too great a geographical area, the provisions of this Award Agreement shall not be rendered void but it shall be deemed amended to apply in full force and effect as to such maximum that period of time and territory and to such maximum extent as such court may judicially determine or indicate geographical area determined to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect reasonable by the enforceability of any of the other restrictions contained hereincourt.

Non-Competition. Grantee acknowledges and agrees that (a) In consideration at all times while Grantee is employed with the Company Group, Grantee shall pursue all appropriate business opportunities of the CompanyCompany Group exclusively through the Company Group and (b) the Company Group would be irreparably damaged if Grantee (or, if applicable, any of Grantee’s grant 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 this Option, the Optionee agrees that for as long as the Optionee is employed 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 until 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 termination EOC Parent or, if earlier, the first (1st) anniversary of the Optioneedate on which Grantee’s employment or services with the Company or Group terminates for any Affiliatereason, Grantee shall not (and, as the case may beapplicable, such Optionee will shall cause each of his controlled Affiliates not to) directly or indirectly, (i) engage in indirectly through another Person own any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved withmanage, any person engaged control, participate in a Competitive Business, directly or indirectly, (whether as an individual, partner, shareholder, officer, director, principalmanager, employee, partner, equity holder, member, agent, trustee or advisor, individual independent contractor, consultant, (iv) interfere with business relationships (whether formed before representative or after otherwise), consult with, represent, render services for, or in any other manner engage in the date of this Award Agreement) between Restricted Business in any geographic area where the Company or Group conducts it; provided, that nothing herein shall prohibit Grantee and any of its Affiliates and customershis controlled Affiliates, suppliers, Partners, members or investors of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee applicable from (i) is being a passive owner of not a controlling Person of, or a member more than two percent (2%) of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more the outstanding stock of any class of securities 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 Person. corporation or entity or (bii) It being employed by or otherwise providing services to any corporation or entity, a division or subsidiary of which is expressly understood and agreed that although Optionee and Company consider the restrictions contained engaged in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply Restricted Businesses so long as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.Grantee is

Non-Competition. (a) In By and in consideration of the Company’s grant entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of this Optionthe Executive’s exposure to the Confidential Information of the Company and its affiliates, the Optionee Executive agrees that the Executive shall not, during the Executive’s employment with the Company (whether during the Term or thereafter) and for a period of twelve (12) months thereafter (the “Restriction Period”), directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent (1%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Optionee Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is employed actively engaged in any business which is either (i) in competition with the business of the Company or any of its Subsidiaries conducted during the preceding twelve (12) months (or following the Executive’s termination of employment, the twelve (12) months preceding the date of termination of the Executive’s employment with the Company) or (ii) proposed to be conducted by the Company and until or any of its Subsidiaries in the first anniversary Company’s business plan as in effect at that time (or following the Executive’s termination of employment, the business plan as in effect as of the date of termination of the OptioneeExecutive’s employment with the Company Company); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or any Affiliate, as the case may be, such Optionee will not directly or indirectly, (i) engage markets in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged geographic area in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between which the Company or any of its Affiliates Subsidiaries operates or markets with respect to its refinery business and customers(y) with respect to any Person that is actively engaged in the fertilizer business, suppliers, Partners, members a Restricted Enterprise shall only include such a Person that operates or investors of markets in any geographic area in which the Company or any of its Affiliates Subsidiaries operates or (v) disparage markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, its Directorsthe Executive shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of the Company supplying (but not refining) crude oil or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Personnatural gas. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition. (a) In consideration Upon any termination of Executive’s employment hereunder, other than a termination (whether voluntary or involuntary) following a Change in Control), as a result of which the Company is paying Executive benefits under Section 6 of this Agreement, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination within twenty-five (25) miles of any existing branch of the Company’s grant of this Option, the Optionee agrees that for as long as the Optionee is employed by the Company and until the first anniversary of the date of termination of the Optionee’s employment with the Company Bank or any Affiliate, as the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business subsidiary of the Company or its Subsidiaries at within twenty-five (25) miles of any office for which the time Bank, the Company or a Bank subsidiary of termination the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such Optionee’s employmenttermination, (except as agreed to pursuant to a “Competitive Business”)resolution duly adopted by the Board. Executive agrees that during such period and within said area, (ii) enter the employ ofcities, towns and counties, Executive shall not work for or render any services toadvise, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, consult or otherwise become actively involved serve with, any person engaged in a Competitive Business, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive’s breach of this Subsection 12(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as an individualprohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, partnerincluding the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Company and affiliates thereof, shareholderas it may exist from time to time, officeris a valuable, directorspecial and unique asset of the business of the Company. Executive will not, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before during or after the date term of this Award Agreement) between his employment, disclose any knowledge of the Company past, present, planned or any of its Affiliates and customers, suppliers, Partners, members or investors considered business activities of the Company or its Affiliates affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (v) disparage except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Company, its Directors, Officers Company or controlling stockholdersExecutive). Notwithstanding the foregoing, the Optionee mayExecutive may disclose any knowledge of banking, directly financial and/or economic principles, concepts or indirectly own, ideas which are not solely as an investment, securities of any Person engaged in and exclusively derived from the business plans and activities of the Company, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by Executive of the provisions of this Section, the Company will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person ofaffiliates thereof, or a member of a group which controlsfrom rendering any services to any person, firm, corporation, other entity to whom such Person and (ii) does notknowledge, direct in whole or indirectlyin part, own 5% has been disclosed or more of any class of securities of such Person. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 threatened to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that disclosed. Nothing herein will be construed as prohibiting the time or territory or Company from pursuing any other restriction contained in this Award Agreement is an unenforceable restriction against Optioneeremedies available to the Company for such breach or threatened breach, including the provisions recovery of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereindamages from Executive.

Non-Competition. Employee acknowledges that his services to be rendered hereunder are of a special and unusual character which have a unique value to Company, the loss of which cannot adequately be compensated by damages in an action at law. In view of the unique value to Company of the services of Employee for which Company has contracted hereunder, and because of the confidential information to be obtained by or disclosed to Employee, and as a material inducement to Company to enter into this Agreement, and to pay to Employee the compensation referred to in Section 1.4 hereof, Employee covenants and agrees that during Employee's employment hereunder and for a period of one (1) year after he ceases to be employed by Company, Employee shall not (a) In consideration of the Company’s grant of this Option, the Optionee agrees that for as long as the Optionee is employed by the Company and until the first anniversary of the date of termination of the Optionee’s employment with the Company or any Affiliate, as the case may be, such Optionee will not directly or indirectly, solicit business from, divert business from, or attempt to convert to other methods of using the same or similar products or services as provided by Company, any client, account or location of Company with which Employee has had any contact as a result of his employment by Company hereunder; (ib) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Businesscarry on, directly or indirectly, either for himself, as a member of a partnership, or as a stockholder (except as limited partner or stockholder of less than one percent (1%) of the issued and outstanding limited partnership interests or stock of a publicly held partnership or corporation whose gross assets exceed $l,000,000), as an individualinvestor, partnerlender, shareholderguarantor, landlord, manager, officer, directoror director of any person, principalpartnership, agentcorporation, trustee or consultant, other entity (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors of other than the Company or its Affiliates subsidiaries), or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investmentemployee, securities agent, associate, broker, or consultant of any Person engaged in the business of person, partnership, corporation, or other entity (other than the Company or its Affiliates which are publicly traded on subsidiaries), any business (or segment of a national or regional stock exchange or on business if such business operates in more than one segment of the over-the-counter market if orthopedic industry) that competes with any operations of the Optionee Company, as they exist at the time of Employee's termination, within an one hundred (i) 100)-mile radius of any geographic area where Company is not a controlling Person ofactually engaged in business, or a member of a group which controls, such Person and maintains sales or service representatives or employees; or (iic) does not, direct directly or indirectly, own 5% solicit for employment or more employ any employee of any class of securities of such Person. (b) It is expressly understood and agreed that although Optionee and Company consider Company. In the restrictions contained in event this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optioneeterminated by the Company without cause, Employee may elect, by providing written notice to the Company, to shorten the term of this non-compete to six (6) months, provided, however, in that event, the provisions of this Award Agreement shall not be rendered void but Company's obligation to pay severance pay to the Employee pursuant to Section 1.5.2 shall be deemed amended reduced to apply as an amount equal to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinsix (6) months base pay.

Non-Competition. (a) In consideration Executive acknowledges and recognizes the highly competitive nature of the Company’s grant of this Option, the Optionee agrees that for as long as the Optionee is employed by the Company and until the first anniversary of the date of termination of the Optionee’s employment with the Company or any Affiliate, as the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or and its Subsidiaries at affiliates and accordingly agrees that, in consideration of this Agreement, the time rights hereunder, and any payments hereunder, from the date hereof until the earlier of termination (i) the last day of such Optionee’s employment, (a “Competitive Business”)the Employment Term, (ii) enter the employ of, or render last day of any services to, any Person engaged in a Competitive Business, Severance Period and (iii) acquire a financial interest intwo years following Executive's Date of Termination (the "Non- Compete Term"), or otherwise become actively involved withExecutive will not, any person engaged in a Competitive Businesssubject to Section 3(c) hereof, directly or indirectlyindirectly engage in the operation of any cable television system or any other line of business in place at the Systems as of the Date of Termination within one hundred miles of any geographic area where the Company or its affiliates operate a cable system as of the Date of Termination during the Non-Compete Term, whether such engagement is as an individual, partner, shareholder, officer, director, principalproprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent, trustee sales representative or consultantother participant; provided, (iv) interfere with business relationships (whether formed before or after however, that, during the date Non-Compete Term, Executive will not be prohibited from engaging in any activity in which Executive may engage while employed by the Company pursuant to the terms of the Exclusivity Agreement. Notwithstanding any provision of this Award Agreement to the contrary, from and after any breach by Executive of the provisions of this Section 9(a), the Company shall cease to have any obligations to make payments to Executive under this Agreement, it being understood, however, that nothing contained in this Agreement shall in any manner affect the obligations of Holdings to Executive under the Holdings LLC Agreement or the rights of Executive under the MSCP Carry LLC Agreement and the TWI Carry LLC Agreement. (b) between For a period of two years following the Date of Termination, Executive will not directly or indirectly induce any employee or client of the Company or any of its Affiliates affiliates to engage in any activity in which Executive is prohibited from engaging by Section 9(a) hereof or to terminate his or her client or employment relationship, as applicable, with the Company or any of its affiliates, and customers, suppliers, Partners, members will not directly or investors indirectly solicit the performance of services for any person who is a customer or client or former customer or client of the Company or any of its Affiliates affiliates unless such person shall have ceased to have been a customer or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business client of the Company or any of its Affiliates which are publicly traded on affiliates for a national or regional stock exchange or on the over-the-counter market if the Optionee period of at least six (i6) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Personmonths. (bc) It is expressly understood and agreed that although Optionee Executive and the Company consider the restrictions contained in this Section 7 and the following Section 8 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against OptioneeExecutive, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition. (a) In consideration of the Company’s grant of this Option, the Optionee Employee agrees that for as long as during the Optionee is employed by the Company and until the first anniversary period of the date of termination of the Optionee’s Employee's employment with the Company and for a period of 18 months from the last payment of compensation to Employee by the Company, Employee shall not engage in or participate in any Affiliatebusiness activity that competes, as the case may be, such Optionee will not directly or indirectly, (i) engage in any business with the businesses of the Company, or its subsidiaries or affiliates, provided that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly Employee shall not be precluded from competing with the business of the Company in the event of a termination of Employee's employment as a result of a material breach by the Company of the provisions of this Agreement or in the event that Employee's employment is terminated by the Company other than for cause. For purposes of this Section 8, Employee shall be deemed to "compete, directly or indirectly" with the businesses of the Company, or its Subsidiaries subsidiaries or affiliates if Employee is or becomes engaged, otherwise than at the time request of termination of such Optionee’s employmentthe Company, (a “Competitive Business”)as an officer, (ii) enter the employ director or employee of, or render any services to, any Person engaged is or becomes associated in a Competitive Businessmanagement or ownership, (iii) acquire a financial interest inconsultant or agent, or otherwise become actively involved capacity with, any person engaged corporation, partnership or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, during the 18 month period immediately preceding Employee's termination. Employee shall not be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if he becomes associated in a Competitive Businessmanagement or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture, the business of which is competitive to the Company, prior to the date that the businesses of the Company becomes competitive with the business of such corporation, partnership or other enterprise or venture. Notwithstanding anything to the contrary contained herein Employee may, without being deemed to compete, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors businesses of the Company or its Affiliates subsidiaries or (v) disparage affiliates own not more than 5% of any class of the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, outstanding securities of any Person engaged in the business of the Company or its Affiliates which are publicly traded such corporation listed on a national or regional stock securities exchange or on traded in the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Person. (b) market. It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 desire and the following Section 8 to be reasonable, if a final judicial determination is made by a court intent of competent jurisdiction the parties that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but Section 8 shall be deemed amended enforceable to apply as to such maximum time the fullest extent permissible under the laws and territory and to such maximum extent as such court may judicially determine or indicate to be enforceablepublic policies applied in each jurisdiction in which enforcement is sought. AlternativelyAccordingly, if any court particular portion of competent this Section 8 is adjudicated unenforceable in any jurisdiction, such adjudication shall apply only in that particular jurisdiction finds in which such adjudication is made. The parties recognize that any restriction contained the Company will have no adequate remedy at law for the breach by Employee of the covenants provided in this Award Agreement is unenforceableSection 8, and, in the event of such breach, the Company and Employee hereby agree that the Company will be entitled to an injunction, a decree of specific performance, mandamus or other appropriate remedy to enforce such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereincovenants.

Non-Competition. 8.1 The Participant hereby agrees that this Section 8 is reasonable and necessary in order to protect the legitimate business interests and goodwill of the Company, including the Company’s trade secrets, valuable confidential business and professional information, substantial relationships with prospective and existing customers and clients, and specialized training provided to the Participant and other employees of the Company. The Participant acknowledges and recognizes the highly competitive nature of the business of the Company and its Affiliates and accordingly agrees that during the term of Participant’s employment and for a period of two (2) years after the termination thereof (the “Restriction Period”): (a) In consideration The Participant will not directly or indirectly engage in any business substantially similar to any line of the Company’s grant of this Option, the Optionee agrees that for as long as the Optionee is employed business conducted by the Company and until the first anniversary or any of its Affiliates, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the date outstanding capital stock of termination a publicly traded corporation), consultant, advisor, agent or sales representative, in any geographic region in which the Company or any of its Affiliates conducted business; (b) The Participant will not contact, solicit, perform services for, or accept business from any customer or prospective customer of the OptioneeCompany or any of its Affiliates; (c) The Participant will not directly or indirectly induce any employee of the Company or any of its Affiliates to: (1) engage in any activity or conduct which is prohibited pursuant to subparagraph 8.1(a); or (2) terminate such employee’s employment with the Company or any Affiliateof its Affiliates. Moreover, as the case may be, such Optionee Participant will not directly or indirectly, indirectly employ or offer employment (i) engage in connection with any business that operates a telematics substantially similar to any line of business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of conducted by the Company or any of its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), (iiAffiliates) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, to any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between who was employed by the Company or any of its Affiliates and customers, suppliers, Partners, members or investors of unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least 12 months; and (d) The Participant will not directly or indirectly assist others in engaging in any of the activities, which are prohibited under subparagraphs (va) disparage the Company, its Directors, Officers or controlling stockholders— (c) above. Notwithstanding the foregoing, if the Optionee may, directly or indirectly own, solely as an investment, securities Restriction Period set forth herein is shorter in duration following Participant’s termination of any Person engaged in the business of employment with the Company or and its Affiliates which are publicly traded on a national or regional stock exchange or on than in any other prior Award Agreement, the over-the-counter market Restriction Period set forth herein shall be the Restriction Period for all such prior Award Agreements and related Awards. Similarly, if the Optionee Restriction Period is longer in this Agreement than in prior Award Agreements, the Restriction Period set forth in such prior Award Agreements and related Awards shall be amended hereby and have the same applicable Restriction Period following Participant’s termination of employment with the Company and its Affiliates as set forth herein (i) is not a controlling Person of, or a member of a group which controls, and the Participant shall be deemed to have consented to such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Personamendment by executing this Agreement). (b) 8.2 It is expressly understood and agreed that although Optionee the Participant and the Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optioneethe Participant, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceableenforceable against such Participant. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. The restrictive covenants set forth in this Section 8 shall be extended by any amount of time that the Participant is in breach of such covenants, such that the Company receives the full benefit of the time duration set forth above.

Non-Competition. (a) In consideration Upon any termination of Executive’s employment hereunder, other than a termination, (whether by resignation, voluntary or involuntary) in connection with a Change in Control, as a result of which the Bank is paying Executive benefits under Section 6 of this Agreement, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination within twenty-five (25) miles of any existing branch of the Company’s grant of this Option, the Optionee agrees that for as long as the Optionee is employed by the Company and until the first anniversary of the date of termination of the Optionee’s employment with the Company Bank or any Affiliate, as the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business subsidiary of the Company or its Subsidiaries at within twenty-five (25) miles of any office for which the time Bank, the Company or a Bank subsidiary of termination the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such Optionee’s employmenttermination, (except as agreed to pursuant to a “Competitive Business”)resolution duly adopted by the Board. Executive agrees that during such period and within said area, (ii) enter the employ ofcities, towns and counties, Executive shall not work for or render any services toadvise, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, consult or otherwise become actively involved serve with, any person engaged in a Competitive Business, directly or indirectly, as an individualany entity whose business materially competes with the depository, partner, shareholder, officer, director, principal, agent, trustee lending or consultant, (iv) interfere with other business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors activities of the Company or its Affiliates or (v) disparage Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its Directorsbusiness and property in the event of Executive’s breach of this Subsection 11(a) agree that in the event of any such breach by Executive, Officers the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive’s partners, agents, servants, employers, employees and all persons acting for or controlling stockholderswith Executive. Executive represents and admits that Executive’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive). Notwithstanding the foregoing, the Optionee mayExecutive may disclose any knowledge of banking, directly financial and/or economic principles, concepts or indirectly own, ideas which are not solely as an investment, securities of any Person engaged in and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company or its Affiliates which are is otherwise publicly traded on a national or regional stock exchange or on available. In the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member event of a group which controls, such Person and (ii) does not, direct breach or indirectly, own 5% or more threatened breach by Executive of any class of securities of such Person. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not Section, the Bank will be rendered void but shall be deemed amended entitled to apply as an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such maximum time and territory and to such maximum extent as such court may judicially determine knowledge, in whole or indicate in part, has been disclosed or is threatened to be enforceabledisclosed. AlternativelyNothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, if any court including the recovery of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereindamages from Executive.

Non-Competition. (a) In consideration From the date this Agreement becomes effective until the two-year anniversary of the Company’s grant earlier of this Option(1) the Non-Control Date and (2) the one year anniversary of the Less than Majority Holder Date, NAB shall not, and shall cause its Subsidiaries not to: (i) control, for purposes of the Optionee agrees that BHC Act, a bank for as long as purposes of the Optionee is employed by BHC Act or an insured institution for purposes of the BHC Act, having a main office or one or more branches in any of the Company States (a “Competing Branch Bank”); or (ii) own, manage or operate, or participate in the ownership, management or operation of, any business principally engaged in making (A) consumer loans to individuals or households located in the Company States or (B) loans to businesses located in the Company States with total annual revenues of less than $250,000,000 (any such business, a “Competing Lending Business,” and either a Competing Branch Bank or Competing Lending Business, a “Competing Business”). (b) Notwithstanding anything in Section 6.8(a) to the contrary, NAB and its Affiliates shall not be prohibited or prevented from: (i) owning, managing or operating, or participating in the ownership, management or operation of, the Company and until its Subsidiaries; (ii) operating any business or engaging in any activity conducted by the first anniversary New York Branch of NAB during the five years preceding the date hereof; (iii) owning, managing or operating, or participating in the ownership, management or operation of, any Competing Branch Bank with its main office and all of its branches solely outside the Company States; (iv) performing any act or conducting any business expressly required by any agreement related to the IPO; (v) acquiring the capital stock or other equity interests of a Person engaged in a Competing Business that would otherwise constitute an exempt investment under Section (4)(c)(6) of the date of termination of the Optionee’s employment with the Company BHC Act; (vi) making any investment (or any Affiliateengaging in an activity related thereto) in a fiduciary, as the case may becustodial or agency capacity and carried out, such Optionee will not either directly or indirectly, on behalf of clients or other third party beneficiaries; (ivii) engage engaging in any business that operates a telematics business that is seeking investment management or asset management activity or in any activity related to provide automotive manufacturers with an integrated hardware the provision of asset management or investment management services, including those activities and service package that competes directly with services involving the business use of mutual funds or private funds; (viii) providing any products and services as part of the Company or conduct of MLC Limited and its Subsidiaries at substantially as comparable businesses are conducted in the time of termination of such Optionee’s employment, United States; (a “Competitive Business”), (iiix) enter the employ ofowning or affiliating with, or render conducting any services other activity prohibited under Section 6.8(a) with respect to, any Person engaged in a Competitive Businessperson that conducts, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, either directly or indirectly, a Competing Business and that prior to the consummation of the transactions referred to in clause (A) or (B) below was not an Affiliate of NAB or any of its Affiliates (any such person, together with all of its Affiliates, a “Competing Person”) if such ownership, affiliation or other activity is the result of (A) any merger, consolidation, share exchange, sale or purchase of assets, scheme of arrangement or similar business combination involving NAB or any of its Affiliates with any Competing Person or (B) the acquisition of any Competing Person or any interests in or securities of any Competing Person by NAB or any of its Affiliates, if, in the case of either (A) or (B), no more than 50% of the total consolidated revenues (including as an individualrevenues net interest income revenues with respect to a lending business) of such Competing Person in the calendar year prior to such ownership, partneraffiliation or other activity relates to a Competing Business operated in the Company States; (x) acquiring any equity securities or other assets in satisfaction of a debt previously contracted in a distressed or troubled situation; (xi) making loans or providing other services to businesses that own, shareholdermanage or operate, officeror that participate in the ownership, directormanagement or operation of, principala Competing Business; or (xii) acting in the ordinary course of their respective businesses, agentincluding without limitation dealing in any securities and acting in the course of trading, trustee or consultantdealing, broking, margin lending, custodial, life insurance, funds management, investment planning, advisory services, derivatives issuance and risk management and investment banking. (ivc) interfere with business relationships (whether formed before or after From the date this Agreement becomes effective until the two-year anniversary of this Award Agreementthe earlier of (1) between the Non-Control Date and (2) the one year anniversary of the Less than Majority Holder Date, NAB shall not, and shall cause its Subsidiaries not to, directly or indirectly solicit for employment or any similar arrangement or hire any officer or employee of the Company or any of its Affiliates and customersSubsidiaries; provided, suppliershowever, Partnersthat this Section 6.8(c) shall not apply to (i) any Person no longer employed by the Company or any of its Subsidiaries, members (ii) any general solicitations for employment through advertisements or investors other means not targeted at officers or employees of the Company or any of its Affiliates Subsidiaries (and the hiring of any Persons identified by such general solicitations), and (iii) any Person who independently approaches NAB or any of its Subsidiaries where neither NAB nor any of its Subsidiaries had solicited such Person for employment or any similar arrangement in any manner prohibited by this Section 6.8(c). (d) NAB agrees that (i) if any restraint set forth in this Section 6.8 is unenforceable, illegal or void, that restraint is severed and the other restraints remain in force, (ii) if any restraint set forth in this Section 6.8 is void for being unreasonable, or would be reasonable if part of the wording was deleted or the period of time was reduced, the restraints will apply with the modifications necessary to make them reasonable, (iii) each of the restraints set forth in this Section 6.8 goes no further than is reasonably necessary to protect the Company’s corporate legitimate business interests, (iv) adequate and sufficient consideration has been received for the restraints set forth in this Section 6.8, (v) disparage the Companycompliance with this Section 6.8 will not result in severe economic hardship for NAB, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of (vi) any Person engaged in the business breach by NAB of the restraints in Section 6.8 would lead to substantial loss to the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on and that the over-the-counter market Company would not have entered into this Agreement if the Optionee (i) is NAB did not a controlling Person ofagree to this Section 6.8, or a member of a group which controls, such Person and (iivii) does not, direct or indirectly, own 5% or more of any class of securities of such Person. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained nothing in this Section 7 6.8 will be construed as preventing the Company from pursuing any and all remedies available to it for the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time breach or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions threatened breach of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine Section 6.8, including recovery of money damages or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereintemporary or permanent injunctive relief.

Non-Competition. (a) In consideration During the Employment Period and for one year after the date of any such termination of employment, the Employee agrees that, without the prior express written consent of the Company’s grant of this Option, the Optionee agrees that for as long as the Optionee is employed by the Company and until the first anniversary of the date of termination of the Optionee’s employment with the Company or any Affiliatehe shall not, as the case may be, such Optionee will not directly or indirectly, for his own benefit or as an employee, owner, shareholder, partner, consultant, (or in any other representative capacity) for any other person, firm, partnership, corporation or other entity (other than the Company), (i) engage in the discovery, research and/or development of therapeutic, diagnostic or prophylactic products which work through the same biological mechanisms as products which at the time of such termination are under active clinical or pre-clinical development or have been pre-clinically or clinically developed by the Company and which the Company has not abandoned (“Related Programs”) or (ii) solicit or hire (or direct another to solicit or hire) the services of any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business employee of the Company or its Subsidiaries at attempt to induce any such employee or any consultant to the time Company to leave the employ of termination the Company (except when such acts are performed in good faith by the Employee on behalf of the Company). Notwithstanding the above, this provision shall not be deemed to prevent or prohibit Employee from being employed during such one year period by another entity in a managerial role where Employee has overall responsibility for managing (or assisting in the management of) a research and development portfolio which includes one or more Related Programs, provided that Employee does not violate the terms of Section 6 hereof and does not during such one year term actively advise or direct the discovery, research or development efforts of such Optionee’s employmentother entity in the Related Program(s). During the Employment Period, the Employee shall not own more than 2% of the outstanding common stock of any corporation. The provisions of this Section 5 shall not be deemed to reduce in any way any other fiduciary, contractual or other legal obligation the Employee may have to the Company, including without limitation any obligation which may arise by virtue of any corporation law, securities law, patent or intellectual property law or right, the common law, other agreements with the Company or otherwise. For purposes of Section 5 of this Agreement, the term “solicit” shall mean any communication of any kind whatsoever, regardless of by whom initiated, inviting, encouraging, or requesting any person or entity to take or refrain from taking any action. (b) The Employee agrees to comply with the terms set forth in the Proprietary Information and Inventions Agreement previously entered into by the Company and Employee. (c) If at any time within twelve (12) months after the date on which the Employee exercises a Company stock option or stock appreciation right, or on which Company restricted stock vests, or on which income is realized by the Employee in connection with any other Company equity-based award (each of which events is a “Competitive BusinessRealization Event”), the Employee breaches any provision of Section 5(a) or 5(b) of the Agreement in more than a minor, deminimus or trivial manner that causes or is likely it cause, more than deminimus financial or reputational harm to the Company (and, if such breach is susceptible to cure, the Employee does not cure such breach and harm within ten (10) days after the Employee’s receipt of written notice of such breach of the Company which specifies in reasonable detail the facts and circumstances claimed to be the basis for such breach), then (i) the Employee shall forfeit all of Employee’s unexercised (including unvested) Neurogen Corporation stock options and restricted stock and (ii) enter any gain realized within the employ oftwelve (12) months prior to such breach from the exercise of any Company stock options or the vesting of any Company restricted stock or other equity-based awards by the Employee from the Realization Event shall be paid by the Employee to the Company upon written notice from the Company within ninety (90) days of such notice (such payments may be made in increments over such period). Such gain shall be determined after reduction for any taxes paid (or, or render any services toif such gain is determined before such taxes are paid, any Person engaged owing, provided that such taxes are actually paid in a Competitive Business, (iiitimely manner) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, by the Employee which are attributable to such gain as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after of the date of this Award Agreementthe Realization Event, and without regard to any subsequent change in the Fair Market Value (as defined below) between of a share of Company common stock; provided that any federal or state income tax benefit actually realized by the Employee as a result of making payments to the Company under this Section 5(c) (relating to any of the next ten (10) tax year periods) shall also be paid to the Company within fifteen (15) days of such realization. Such gain shall be paid by the Employee delivering to the Company shares of Company Common Stock with a Fair Market Value on the date of delivery equal to the amount of such gain. To the extent permitted by applicable law, the Company shall have the right to offset such gain against any amounts otherwise owed to the Employee by the Company (whether as wages, vacation pay, or pursuant to any benefit plan or other compensatory arrangement). For purposes of this Section 5(c), the “Fair Market Value” of a share of Company Common Stock on any date shall be (i) the closing sale price per share of Company Common Stock during normal trading hours on the national securities exchange on which the Company Common Stock is principally traded for such date or the last preceding date on which there was a sale of such Company Common Stock on such exchange or (ii) if the shares of Company Common Stock are then traded on the NASDAQ Stock Market or any of its Affiliates and customersother over-the-counter market, suppliers, Partners, members or investors the average of the closing bid and asked prices for the shares of Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged Common Stock during normal trading hours in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the such over-the-counter market for such date or the last preceding date on which there was a sale of such Company Common Stock in such market, or (iii) if the Optionee shares of Company Common Stock are not then listed on a national securities exchange or traded in an over-the-counter market, such value as the Compensation Committee, in its sole discretion, shall reasonably determine. In the event that the Company seeks to enforce the provisions of this Section 5(c), and such enforcement is contested by the Employee, and it is finally determined that the Employee is not subject to the provisions of this Section 5(c), then the Company shall (i) is not a controlling Person of, or a member of a group which controls, reimburse the Employee for reasonable attorneys’ fees incurred by the Employee in connection with such Person contest; and (ii) does not, direct or indirectly, own 5% or more of any class of securities of pay to the Employee an additional amount equal to one (1) times the amount in clause (i); provided that such Personpayment under this clause (ii) shall not exceed $250,000. (bd) It is expressly understood and agreed that although Optionee and Company consider Any termination of the restrictions contained in Employee’s employment or of this Agreement shall have no effect on the continuing operation of this Section 7 5. (e) The Employee acknowledges and agrees that the following Section 8 to Company will have no adequate remedy at law, and could be reasonableirreparably harmed, if a final judicial determination is made by a court the Employee breaches or threatens to breach any of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Section 5. The Employee agrees that the Company shall be entitled to equitable and/or injunctive relief to prevent any breach or threatened breach of this Section 5, and to specific performance of each of the terms hereof in addition to any other legal or equitable remedies that the Company may have. The Employee further agrees that Employee shall not, in any equity proceeding relating to the enforcement of the terms of this Section 5, raise the defense that the Company has an adequate remedy at law. (f) The terms and provisions of this Section 5 are intended to be separate and divisible provisions and if, for any reason, any one or more of them is held to be invalid or unenforceable, neither the validity nor the enforceability of any other provision of this Agreement shall not thereby be rendered void but shall be deemed amended to apply as to such maximum time affected. The parties hereto acknowledge that the potential restrictions on the Employee’s future employment imposed by this Section 5 are reasonable in both duration and territory geographic scope and to such maximum extent as such court may judicially determine or indicate to be enforceablein all other respects. Alternatively, if If for any reason any court of competent jurisdiction finds shall find any provisions of this Section 5 unreasonable in duration or geographic scope or otherwise, the Employee and the Company agree that any restriction the restrictions and prohibitions contained herein shall be effective to the fullest extent allowed under applicable law in such jurisdiction. (g) The parties acknowledge that this Award Agreement is unenforceable, would not have been entered into and such restriction canthe benefits described in Section 4 of this Agreement would not be amended so as to make it enforceable, such finding shall not affect have been promised in the enforceability of any absence of the other restrictions contained hereinEmployee’s promises under this Section 5.

Non-Competition. Each of the Stockholders agrees that (a) In consideration for the period commencing at the Closing and expiring on the date that is six months after the first date on which such Stockholder’s Voting Percentage is less than 10%, neither such Stockholder nor any of its Controlled Affiliates shall directly engage in the provision to retail mass market customers in the Territory through a terrestrial facilities-based network of Commercial Mobile Radio Services, Broadband Internet Access Service or acting as a Multichannel Video Programming Distributor, in each case as such term is defined by the Federal Communications Commission as of the Company’s grant date of this Optionthe Business Combination Agreement, including conventional mobile virtual network operator, but in each case excluding the Optionee agrees that provision of (i) devices, software, apps, advertising and “over-the-top” services on or through mobile, wireless or wired networks, (ii) resale of network services ancillary to providing Internet of Things products or services, including autonomous driving, accident prevention, monitoring and security, smart agriculture, demand forecasting, consumer services, preventative medicine, health monitoring and smart houses and mapping services, and/or (iii) satellite-based services, and (b) in the case of the DT Stockholder, for as long as the Optionee is employed by period commencing at the Company Closing and until expiring on the first anniversary of the date of termination of the Optionee’s employment Trademark License in accordance with its terms and, in the case of the SoftBank Stockholder, at any time after the Closing, manufacture, market or distribute any products or services under, or use in any way, the trademark T-MOBILE in connection with any of the activities described in clause (a) (subject to the exceptions therein), other than by the Company and its Affiliates in accordance with the Company or any Affiliate, as the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business terms of the Company or its Subsidiaries at the time Trademark License (each of termination of such Optionee’s employment(a) and (b), (a “Competitive Competing Business”). Each of the Stockholders further agrees that, during the applicable period set forth in clause (iia) enter or (b), it will not acquire an interest in (whether as a stockholder, member or partner, but in each case excluding any such interest not exceeding 10% of the employ ofvoting equity of a Person engaged in a Competing Business or any such interests in a Person engaged in a Competing Business if the aggregate purchase price for all of such interests is less than $50,000,000), or render any services tomanage, operate, or control, or act as or have the right to appoint a director of, any Person engaged in a Competitive Business, Competing Business (iiiother than the Company and its Subsidiaries) acquire (it being understood that no ownership permitted by this sentence shall be considered to be a financial interest in, or otherwise become actively involved with, breach of any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date other part of this Award Agreement) between Section 6.1). If the Company or any final judgment of its Affiliates and customers, suppliers, Partners, members or investors of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Person. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction declares any term or provision of this Section 6.1 invalid or unenforceable, the parties hereto agree that the time court making the determination of invalidity or territory unenforceability shall have the power to and shall reform this Section 6.1 to reduce the time, geographic area and/or scope of activity, to delete specific words or phrases, and/or to replace any other restriction contained in invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply enforceable as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinmodified.

Non-Competition. (a) In consideration The Executive agrees that his services hereunder are of a special character, and his position with the Employer places him in a position of confidence and trust with the Employer's artists, clients, customers and employees. The Executive and the Employer agree that in the course of employment hereunder, the Executive has and will continue to develop a personal acquaintanceship and relationship with the Employer's artists, clients and customers, and a knowledge of those artists', clients' and customers' affairs and requirements which may constitute the Employer's primary or only contact with such artists, clients and customers. The Executive consequently agrees that it is reasonable and necessary for the protection of the Company’s grant goodwill and business of the Employer that the Executive make the covenants contained herein. Accordingly, the Executive agrees that while he is in the Employer's employ the Executive will not, without the prior written consent of the Employer, either directly or indirectly, or in any capacity whether as a promoter, proprietor, partner, joint venturer, employee, agent, consultant, director, officer, manager, equity holder (except as an equity holder holding less than five percent (5%) of a publicly traded company's issued and outstanding equity securities, or otherwise) work for, act as a consultant to or own any interest in any direct competitor of the Employer which operates in or provides services essentially the same as the Employer in any portion of the geographic territory where the Employer operates or sells its products or services, except as allowed pursuant to Section 3(c) of this OptionAgreement. The Executive further agrees that during the Term, and for the one year period following the Executive's termination of employment with the Employer, the Optionee agrees that for as long as Executive will not solicit, entice, induce or persuade: (i) any employee, artist, client or customer of the Optionee Employer; or (ii) any person or entity had been engaged in negotiations with the Employer to become, an employee, artist, client or customer of the Employer during the six month period prior to the Executive's termination of employment with the Employer, to alter, terminate or refrain from extending or renewing any contractual or other relationship with the Employer, or commence a similar or substantially similar relationship with the Executive, any entity with whom the Executive is affiliated or employed by or any direct competitor of the Company Employer. Notwithstanding the foregoing, when the Executive's employment with the Employer is terminated, for whatever reason, the Executive may continue to do business, without violating the terms hereof, with, any customer, client or artist of the Employer which was a customer, client or artist of the Executive, or any company controlled by the Executive, prior to the Effective Date. (b) As used in this Section 11, the term "Employer" shall include subsidiaries, licensees, sub-licensees and until franchisees of the first anniversary of Employer, the term "customer" shall mean any person or entity who is then, or who had been at any time during the one year period immediately preceding the date of termination of the Optionee’s employment with the Company or any AffiliateExecutive's employment, as the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business customer of the Company Employer, and the term "artist or its Subsidiaries client" shall mean any person or entity who is then, or who had been at any time during the time one year period immediately preceding the date of termination of such Optionee’s the Executive's employment, (a “Competitive Business”)an artist or client represented by, (ii) enter signed by, working for or collaborating with the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such PersonEmployer. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition. (a) In consideration 4.1. Both Company and Employee acknowledge Employee's right for freedom of occupation whilst protecting the Company’s grant of this Option's legitimate interests. Therefore Employee agrees and undertakes that, the Optionee agrees that for as so long as the Optionee Employee is employed by the Company and until the first anniversary for a period of the date of twelve (12) months following termination of the Optionee’s Employee's employment with the Company or any Affiliatefor whatever reason, as the case may be, such Optionee Employee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Businessnot, directly or indirectly, as an individualowner, partner, shareholderjoint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, principallicensor or in any capacity whatsoever engage in, agentbecome financially interested in, trustee be employed by, or consultantotherwise render services to, (iv) interfere with any business relationships (whether formed before or after the date venture that is engaged in any activities involving products, information, processes, technology or equipment that are or could reasonably and imminently be competitive to those of this Award Agreement) between the Company or any of its Affiliates and customerssubsidiaries or affiliates; provided, suppliershowever, Partners, members or investors of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, that Employee may own any securities of any Person corporation which is engaged in the such business of the Company or its Affiliates which are and is publicly owned and traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is but in an amount not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more to exceed at any one time one percent of any class of stock or securities of such Personcompany, and so long as Employee has no role in the publicly owned and traded company as director, employee, consultant or otherwise. Employee agrees and understand that his Salary (set forth in Exhibit A) includes adequate compensation for his undertakings in this Section 4.1 and is about 20% higher than it would have been should the Employee had not taken said undertakings. 4.2. Employee agrees and undertakes that during the period of Employee's employment and for a period of twenty four (b24) It months following termination, Employee will not, directly or indirectly, including personally or in any business in which Employee is expressly understood and agreed that although Optionee and an officer, director or shareholder, for any purpose or in any place, solicit for employment or employ any person employed by the Company consider (or retained by the restrictions Company as a consultant, if such consultant is prevented thereby from continuing to render its services to the Company) on the date of such termination or during the preceding twelve (12) months. 4.3. If any one or more of the terms contained in this Section 7 and the following Section 8 4 shall for any reason be held to be reasonableexcessively broad with regard to time, if a final judicial determination is made by a court of competent jurisdiction that the time geographic scope or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optioneeactivity, the provisions of this Award Agreement shall not be rendered void but term shall be deemed amended construed in a manner to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate enable it to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as enforced to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinextent compatible with applicable Israeli law.

Non-Competition. The Practice hereby recognizes, acknowledges, and avers that Retail Business Manager will incur substantial costs in providing the equipment, support services, personnel, management, administration, and other items and services that are the subject matter of this Retail Business Management Agreement and that in the process of providing services under this Retail Business Management Agreement, the Practice will be privy to financial and Confidential Information, to which the Practice would not otherwise be exposed. The Parties also recognize that the services to be provided by Retail Business Manager will be feasible only if the Practice operates an active practice to which the Professionals associated with the Practice devote their full time and attention. The Practice agrees, acknowledges, and avers that the non-competition covenants described hereunder are necessary for the protection of Retail Business Manager, and that Retail Business Manager would not have entered into this Retail Business Management Agreement without the following covenants. (a) In consideration of Except as specifically agreed to by Retail Business Manager in writing, the Company’s grant Practice covenants and agrees that during the Term of this OptionRetail Business Management Agreement and for a period of one (1) year from the date this Retail Business Management Agreement is terminated, the Optionee agrees that for as long as the Optionee is employed other than if terminated by the Company and until Practice for cause, or expires the first anniversary of the date of termination of the Optionee’s employment with the Company or any Affiliate, as the case may be, such Optionee will Practice shall not directly or indirectlyindirectly own (excluding ownership of less than one percent (1%) of the equity of any publicly traded entity and excluding ownership of the common stock of Retail Business Manager), manage, operate, control, contract with, lend funds to, lend its name to, maintain any interest whatsoever in, or be employed by, any enterprise (i) engage in any business that operates a telematics business that is seeking having to provide automotive manufacturers with an integrated hardware and service package that competes directly do with the business provision, distribution, promotion, or advertising of any type of management or administrative services or products to third parties in competition with Retail Business Manager, within a 10 mile radius of any Dispensary of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), Practice; and/or (ii) enter offering any type of service(s) or product(s) to third parties substantially similar to those offered by Retail Business Manager to the employ of, or render Practice in competition with Retail Business Manager within a 10 mile radius of any services to, any Person engaged in a Competitive Business, Dispensary of the Practice; and/or (iii) acquire providing Optical Services in competition with Retail Manager within a financial interest in, or otherwise become actively involved with, ten (10) mile radius of any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors Dispensary of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such PersonPractice. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition. (a) In consideration Except as expressly permitted herein, effective as of the Company’s grant of this Option, the Optionee Effective Time Executive agrees that for as long as he shall not, until 11:59 p.m. on the Optionee is employed by the Company and until the first second anniversary of the date of termination of the Optionee’s employment with the Company or any Affiliate, as the case may be, such Optionee will not directly or indirectly, Effective time: (i) directly or indirectly own, engage in, manage, operate, join, control, or participate in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company ownership, management, operation, or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ control of, or render any services tobe connected as a stockholder, any Person engaged in a Competitive Businessdirector, (iii) acquire a financial interest inofficer, employee, agent, partner, joint venturer, member, beneficiary, or otherwise become actively involved with, any person engaged corporation, limited liability company, partnership, sole proprietorship, association, business, trust, or other organization, entity or individual which in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere any way competes with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customersSubsidiaries in the business of manufacturing, suppliers, Partners, members marketing or investors of distributing wood or vinyl windows or doors or vinyl siding or in any other material business activity that the Company or any of its Affiliates or Subsidiaries is conducting as of the date of this Agreement (va "Competing Business") disparage in the CompanyUnited States; PROVIDED, its DirectorsHOWEVER, Officers or controlling stockholders. Notwithstanding that the foregoing, the Optionee mayExecutive may own, directly or indirectly own, solely as an investmentindirectly, securities of any Person engaged in the business of the Company or its Affiliates which are publicly entity traded on a any national or regional stock securities exchange or listed on the over-the-counter market National Association of Securities Dealers Automated Quotation System that is a Competing Business if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) Executive does not, direct directly or indirectly, own 510% or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for 10% or more of any class of equity securities, of such Person.entity; (bii) It is expressly during the term of non-competition, use Executive's access to, knowledge of, or application of Confidential Information and Trade Secrets to perform any material duty for any Competing Business; it being understood and agreed to that although Optionee this clause (ii) shall be in addition to and not be construed as a limitation upon the covenants in clause (i) hereof; (iii) directly or indirectly aid, abet, or otherwise assist in a material way any individual, business, or other organization or entity that is a Competing Business in the United States; (iv) directly or indirectly request or advise any present or future customers or suppliers of the Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, of its Subsidiaries to cancel any contracts with the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine Company or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of its Subsidiaries or curtail their dealings with the other restrictions contained hereinCompany or any of its Subsidiaries; (v) directly or indirectly request or advise any present or future service provider or financial resource of the Company or any of its Subsidiaries to withdraw, curtail, or cancel the furnishing of such service or resource to the Company or any of its Subsidiaries; or (vi) directly or indirectly hire, attempt to hire, or contact or solicit with respect to hiring any then significant employee of the Company or any of its Subsidiaries, or otherwise induce or attempt to influence any employee of the Company to terminate his or her employment.

Non-Competition. (a) In consideration of the Company’s grant of this Option, the Optionee agrees that for as For so long as the Optionee is employed by the Company and until the first anniversary of the date of termination of the Optionee’s employment with the Company a Principal Investor or any Affiliate, as member of its Principal Investor Group (x) has the case may be, such Optionee will not directly or indirectlyright to designate a director pursuant to Section 2.1(a), (iy) engage in actually designates a board observer as permitted pursuant to Section 2.1(f) or (z) elects to continue to receive any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of Information from the Company or its Subsidiaries at pursuant to Section 2.8, such Principal Investor, its Affiliates, its Affiliate Co-investors and its Co-investment Vehicles shall not directly or indirectly through one or more Affiliates own, manage, operate, control or participate in the time ownership, management, operation or control of termination of such Optionee’s employmentany Competitor; provided that nothing in this Section 2.7 shall prohibit any Principal Investor, (a “Competitive Business”)its Controlled Affiliates, (ii) enter the employ of, Affiliate Co-investors or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, Co-investment Vehicles from acquiring or otherwise become actively involved with, any person engaged in a Competitive Businessowning, directly or indirectly: (a) up to 5% of the aggregate voting securities of any Competitor (i) that is a publicly traded Person or (ii) that is not a publicly traded Person; provided that neither the Principal Investor, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or nor any of its Affiliates and customersControlled Affiliates, suppliersAffiliate Co-investors or Co-investment Vehicles, Partnersdirectly or indirectly through one or more Affiliates, members or investors designates a member of the Company board of directors (or similar body) of such Competitor or its Affiliates or is granted any other governance rights with respect to such Competitor or its Affiliates (vother than customary governance rights granted in connection with the ownership of debt securities); (b) disparage any non-convertible debt securities of any Competitor; (c) any securities of any Competitor as defined in clause (b) of the Companydefinition of Competitor, so long as such Person’s rental activities are limited in all material respects to equipment manufactured or assembled by such Person or its DirectorsAffiliates; (d) any securities of any Competitor, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely so long as an investment, (i) such Person’s annual revenue derived from rental operations that qualify such Person as a Competitor are limited to no more than 25% of total annual revenue of such Person on a consolidated basis and (ii) such rental operations of such Person are divested within 12 months of being acquired; or (e) any securities of any Person engaged that is a Competitor, substantially all of whose operations are conducted outside of North America and Europe; provided that prior to any Principal Investor or its Controlled Affiliates, Affiliate Co-investors or Co-investment Vehicles acquiring or owning such securities, such potential purchaser shall have given written notice to the Company, in the business reasonable detail, of the opportunity to acquire such securities and of such potential purchaser’s good faith interest in pursuing the opportunity, and the Company shall not have, within 10 Business Days of receipt of such notice, notified such potential purchaser of its good faith interest in pursuing such opportunity on behalf of itself or one or more of the Company’s Subsidiaries. If such a notice of interest has been timely delivered, the Board shall give written notice to the potential purchaser if the Company subsequently determines not to continue to pursue such opportunity, in which case the foregoing proviso shall cease to apply with respect to such opportunity. Nothing in this Section 2.7 shall prohibit ▇▇▇▇▇▇▇ ▇▇▇▇▇ Global Partners, Inc. (“MLGP”) or its Affiliates which are publicly traded on a national from engaging in trading, asset management (including proprietary trading and hedge fund and similar activities), financial advisory, lending or regional stock exchange or on other applicable financial services activities in its ordinary course of business so long as no confidential information relating to the over-the-counter market if the Optionee (i) is not a controlling Person ofCompany, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Person. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinCompany’s Subsidiaries or the acquisition of Hertz is used in the course of such activity.

Non-Competition. (a) In consideration Upon any termination of Executive's employment hereunder, other than a termination (whether voluntary or involuntary) following a Change in Control), as a result of which the Company is paying Executive benefits under Section 6 of this Agreement, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination within twenty-five (25) miles of any existing branch of the Company’s grant of this Option, the Optionee agrees that for as long as the Optionee is employed by the Company and until the first anniversary of the date of termination of the Optionee’s employment with the Company Bank or any Affiliate, as the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business subsidiary of the Company or its Subsidiaries at within twenty-five (25) miles of any office for which the time Bank, the Company or a Bank subsidiary of termination the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such Optionee’s employmenttermination, (except as agreed to pursuant to a “Competitive Business”)resolution duly adopted by the Board. Executive agrees that during such period and within said area, (ii) enter the employ ofcities, towns and counties, Executive shall not work for or render any services toadvise, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, consult or otherwise become actively involved serve with, any person engaged in a Competitive Business, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive's breach of this Subsection 11(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as an individualprohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, partnerincluding the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Company and affiliates thereof, shareholderas it may exist from time to time, officeris a valuable, directorspecial and unique asset of the business of the Company. Executive will not, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before during or after the date term of this Award Agreement) between his employment, disclose any knowledge of the Company past, present, planned or any of its Affiliates and customers, suppliers, Partners, members or investors considered business activities of the Company or its Affiliates affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (v) disparage except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Company, its Directors, Officers Company or controlling stockholdersExecutive). Notwithstanding the foregoing, the Optionee mayExecutive may disclose any knowledge of banking, directly financial and/or economic principles, concepts or indirectly own, ideas which are not solely as an investment, securities of any Person engaged in and exclusively derived from the business plans and activities of the Company, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available. In the event of a breach or threatened breach by Executive of the provisions of this Section, the Company will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person ofaffiliates thereof, or a member of a group which controlsfrom rendering any services to any person, firm, corporation, other entity to whom such Person and (ii) does notknowledge, direct in whole or indirectlyin part, own 5% has been disclosed or more of any class of securities of such Person. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 threatened to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that disclosed. Nothing herein will be construed as prohibiting the time or territory or Company from pursuing any other restriction contained in this Award Agreement is an unenforceable restriction against Optioneeremedies available to the Company for such breach or threatened breach, including the provisions recovery of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereindamages from Executive.

Non-Competition. (a) In consideration Upon any termination of Executive’s employment hereunder, other than a termination, (whether voluntary or involuntary) in connection with a Change in Control, as a result of which the Bank is paying Executive benefits under Section 6 of this Agreement, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination within twenty-five (25) miles of any existing branch of the Company’s grant of this Option, the Optionee agrees that for as long as the Optionee is employed by the Company and until the first anniversary of the date of termination of the Optionee’s employment with the Company Bank or any Affiliate, as the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business subsidiary of the Company or its Subsidiaries at within twenty-five (25) miles of any office for which the time Bank, the Company or a Bank subsidiary of termination the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such Optionee’s employmenttermination, (except as agreed to pursuant to a “Competitive Business”)resolution duly adopted by the Board. Executive agrees that during such period and within said area, (ii) enter the employ ofcities, towns and counties, Executive shall not work for or render any services toadvise, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, consult or otherwise become actively involved serve with, any person engaged in a Competitive Business, directly or indirectly, as an individualany entity whose business materially competes with the depository, partner, shareholder, officer, director, principal, agent, trustee lending or consultant, (iv) interfere with other business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors activities of the Company or its Affiliates or (v) disparage Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its Directorsbusiness and property in the event of Executive’s breach of this Subsection 11(a) agree that in the event of any such breach by Executive, Officers the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive’s partners, agents, servants, employers, employees and all persons acting for or controlling stockholderswith Executive. Executive represents and admits that Executive’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his/her employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive). Notwithstanding the foregoing, the Optionee mayExecutive may disclose any knowledge of banking, directly financial and/or economic principles, concepts or indirectly own, ideas which are not solely as an investment, securities of any Person engaged in and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company or its Affiliates which are is otherwise publicly traded on a national or regional stock exchange or on available. In the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member event of a group which controls, such Person and (ii) does not, direct breach or indirectly, own 5% or more threatened breach by Executive of any class of securities of such Person. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not Section, the Bank will be rendered void but shall be deemed amended entitled to apply as an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such maximum time and territory and to such maximum extent as such court may judicially determine knowledge, in whole or indicate in part, has been disclosed or is threatened to be enforceabledisclosed. AlternativelyNothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, if any court including the recovery of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereindamages from Executive.

Non-Competition. (ai) In consideration Awardee agrees that, during the period commencing on the Date of Grant and for a period of one (1) year after the date the Awardee ceases to be employed by the Company (the “Covenant Period”), Awardee shall not within the Area, for a Protected Business (as defined below): (1) directly or indirectly, undertake to perform the duties and responsibilities substantially similar to those Awardee conducted, offered or provided for the Company during the last twenty-four (24) months of Awardee’s employment with the Company (or such shorter period of time Awardee may have been employed); (2) directly or indirectly, undertake to perform any duties or responsibilities with regard to the development or enhancement of a product, service or software application competitive with any product, service or software application of the CompanyCompany about which Awardee obtained or created Confidential Information during the last twenty-four (24) months of Awardee’s grant employment with the Company (or such shorter period of this Optiontime Awardee may have been employed); or (3) directly or indirectly, own an equity interest in a business engaged in any Protected Business; provided, however, that nothing herein shall prohibit Awardee from being an owner of not more than 1.9% of the Optionee agrees that for as long as outstanding equity interests in any entity which has equity securities listed on a national stock exchange or other public market. (ii) At any time following the Optionee is date the Awardee ceases to be employed by the Company and until at least 90 days prior to the first anniversary expiration of the date of termination of the Optionee’s employment with Covenant Period, the Company or any Affiliatemay in its sole discretion extend such Covenant Period for one (1) additional year, as the case may be, which during such Optionee extended Covenant Period Awardee will not directly or indirectly, receive severance payments equal to twelve (i12) engage months of Awardee’s base salary in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries effect at the time Awardee ceased to be employed by the Company (the “Severance Payments”). Severance Payments, if elected by the Company, shall be payable in equal installments in accordance with the Company’s normal payroll practices. If the Company elects to extend the Covenant Period, then Awardee shall be entitled to Severance Payments only so long as Awardee has not breached any of the provisions of Section 11. Awardee shall not be entitled to any other salary, compensation or benefits after termination of such Optionee’s employment, except as may be provided under any Executive Severance Agreement between Awardee and Saia (a “Competitive Business”), (iiif any) enter the employ of, or render any services to, any Person engaged in a Competitive Business, as required by law. (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date For purposes of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Person. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.“

Non-Competition. (a) In consideration of Unless the Company’s grant obligation is waived or limited by Ceridian in accordance with subsection (b) of this OptionSection 6.02, the Optionee Executive agrees that for as long as the Optionee is employed by the Company and until the first anniversary a period of the date of two years following termination of the Optionee’s employment with the Company or for any Affiliatereason ("Non-Compete Period"), as the case may be, such Optionee Executive will not directly or indirectly, (i) alone or as a partner, officer, director, shareholder or employee of any other firm or entity, engage in any commercial activity in competition with any part of Ceridian's business that operates as conducted as of the date of such termination of employment or with any part of Ceridian's contemplated business with respect to which Executive has Confidential Information. For purposes of this subsection (a), "shareholder" shall not include beneficial ownership of less than five percent (5%) of the combined voting power of all issued and outstanding voting securities of a telematics publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's business" shall include business that conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is seeking a partner or joint venturer; provided that, "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (15%) of the voting stock. (b) At its sole option Ceridian may, by written notice to Executive at any time within the Non-Compete Period, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity. (c) During the Non-Compete Period, prior to accepting employment with or agreeing to provide automotive manufacturers with an integrated hardware consulting services to, any firm or entity which offers competitive products or services, Executive shall give 30 days prior written notice to Ceridian. Such written notice shall describe the firm and service package that competes directly with the business employment or consulting services to be rendered to the firm or entity, and shall include a copy of the Company written offer of employment or its Subsidiaries engagement of consulting services. Ceridian's failure to respond or object to such notice shall not in any way constitute acquiescence or waiver of Ceridian's rights under this Article VI. (d) In the event Executive has provided notice to Ceridian pursuant to subsection (c) of this Section 6.02 and has not accepted employment with or agreed to provide consulting services to, any firm or entity directly as a result of his or her non-competition obligation pursuant to this Section 6.02, Ceridian shall pay Executive an amount equal to the usual rate of Executive's Base Salary in effect at the time of termination on a regular payroll period basis until the end of the Non-Compete Period. There shall be credited against Ceridian's obligation to make such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render payments any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date other payments made by Ceridian to Executive pursuant to Article IV of this Award Agreement. In the event that Ceridian elects, pursuant to subsection (b) between the Company of this Section 6.02, to waive all or any of its Affiliates and customers, suppliers, Partners, members or investors portion of the Company or its Affiliates or non-competition obligation set forth in subsection (va) disparage hereof, no payment shall be required by Ceridian with respect to the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business portion of the Company or its Affiliates Non-Compete Period which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Personhas been waived. (be) It is expressly understood and agreed that although Optionee and Company consider In the restrictions contained in event Executive fails to provide notice to Ceridian pursuant to subsection (c) of this Section 7 6.02 and/or in anyway violates its non-competition obligation pursuant to Section 6.02, Ceridian may enforce all of its rights and the following Section 8 remedies provided to be reasonableit under this Agreement, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optioneelaw and in equity, the provisions of this Award Agreement shall not be rendered void but and Executive shall be deemed amended to apply as have expressly waived any rights he or she may have had to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court payments under subsection (d) of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinSection 6.02.

Non-Competition. (a) In consideration The term of Non-Competition (herein so called) shall be for a term beginning on the Company’s grant of this Option, the Optionee agrees that for as long as the Optionee is employed by the Company date hereof and continuing until the first second anniversary of the date Date of termination Termination. (b) During the term of Non-Competition, the Executive will not (other than for the benefit of the Optionee’s employment with the Company or any Affiliatepursuant to this Agreement), as the case may be, such Optionee will not directly or indirectly, (i) individually or as an officer, director, employee, shareholder, consultant, contractor, partner, joint venturer, agent, equity owner or in any capacity whatsoever, engage in any fresh meat or meat processing business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Competing Business”), located in the United States or Australia (the “Geographic Area”), (ii) enter the employ ofhire, attempt to hire, or render contact or solicit with respect to hiring any services toemployee of the Company, any Person engaged in a Competitive Business, or (iii) acquire a financial interest in, divert or otherwise become actively involved with, take away any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors customers of the Company or its Affiliates or (v) disparage in the Company, its Directors, Officers or controlling stockholdersGeographic Area. Notwithstanding the foregoing, the Optionee mayCompany agrees that after the Date of Termination the Executive may be employed by, directly or indirectly ownperform services for, solely a person (as an investmentsuch term is defined in Subsection 3(c) above) whose business operations include a Competing Business provided that revenues from such Competing Business comprise less than fifty percent (50%) of the total revenues of such person at the time the Executive is initially employed or begins to perform services for such person, so long as Executive does not personally render advice to, perform any services for, or otherwise participate in, such Competing Business operations of such person. Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any Person engaged in the business of the Company or its Affiliates which are publicly traded on company that is a national or regional stock exchange or on Competing Business so long as the overExecutive does not otherwise participate in such competing business in any way prohibited by the preceding sentence. (c) During the term of Non-the-counter market if Competition, the Optionee (i) is Executive will not a controlling Person use the Executive’s access to, knowledge of, or application of Confidential Information to perform any duty for any Competing Business; it being understood and agreed to that this Section 9(c) shall be in addition to and not be construed as a member of a group which controls, such Person and (iilimitation upon the covenants in Section 9(b) does not, direct or indirectly, own 5% or more of any class of securities of such Personhereof. (bd) It is expressly understood The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and agreed that although Optionee time duration of the preceding paragraphs are reasonable in nature and Company consider are no broader than are necessary to maintain the restrictions contained confidentiality and the goodwill of the Company’s proprietary information, plans and services and to protect the other legitimate business interests of the Company. (e) As used in this Section 7 9, “Company” shall include the Company and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinits direct or indirect subsidiaries or affiliates.

Non-Competition. (a) In consideration connection with the acquisition of the Company’s grant Company by Parent pursuant to the terms of this Optionthe Merger Agreement, the Optionee Covenantee hereby agrees that for as long as during the Optionee is employed by period commencing on the Company date hereof and until ending on the first second anniversary of the date of termination of on which the Optionee’s Covenantee's employment with the Company or Parent and its subsidiaries and affiliates terminates for any Affiliatereason (the "Non-Compete Period"), as he will not, without the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business express written consent of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive BusinessParent, 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 an individualowner, part-owner, shareholder, member, partner, shareholderdirector, officer, directortrustee, principalemployee, agent, trustee agent or consultant, or in any other capacity), any business, organization or person other than the Parent (iv) interfere or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive with business relationships (whether formed before any of the business, activities, products or after 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 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 Award Agreement) between Section 2(a), the Company or any Parent's "Field of its Affiliates and customers, suppliers, Partners, members or investors Interest" shall consist of the Company 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 Affiliates subsidiaries or (v) disparage affiliates on the Companydate the Covenantee's employment with the Parent terminates, its Directors, Officers or controlling stockholdersbut only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the foregoingcontrary, the Optionee mayCovenantee shall not be prohibited from participating, directly or indirectly ownindirectly, solely as an investmentin any activity or business (i) with Internet operations outside the health care fields, securities including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that is not a Competitive Business; or (ii) related to health care services, other than on-line or Internet-based or related businesses. Notwithstanding anything herein to the contrary, the Covenantee may make passive investments in any enterprise the shares of any Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on if such investment constitutes less than five percent (5%) of the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities equity of such Personenterprise. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition. (a) In consideration Except as otherwise provided in this Agreement, for a period of five (5) years after the Company’s grant of this OptionContribution Closing Date, the Optionee agrees that for as long as the Optionee is employed by the Company Contributor Parties shall not, and until the first anniversary shall cause each of the date of termination of the Optionee’s employment with the Company or any Affiliatetheir respective Affiliates to not, as the case may be, such Optionee will not directly or indirectly, (ix) engage in, or acquire an equity interest in, or provide debt financing to any Person who is engaged in, the Restricted Business in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of United States (the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive BusinessRestricted Territory”), (iiy) enter request any past, present or future customers of the employ of, Propane Group Entities within the Restricted Territory to curtail or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere cancel their business with business relationships (whether formed before or after the date of this Award Agreement) between the Company Acquirer or any of its Affiliates and customers(including the Propane Group Entities), suppliersor (z) except as required by Law, Partners, members disclose to any Person the names of past or investors existing customers of the Company Propane Group Entities. Nothing in this Agreement or its Affiliates in the definition of Restricted Business shall prohibit or in any way restrict any NRGY Entity from: (vi) disparage acquiring or owning the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoingRetained Units, the Optionee mayRetained Assets or otherwise entering into or exercising any rights of such NRGY Entity pursuant to the NRGY Support Agreement or acquiring or owning less than 5% of the outstanding voting power of any other publicly traded Person, directly including if such Person is engaged in a Restricted Business; (ii) performing its obligations under the Transaction Agreements; or (iii) acquiring the assets or indirectly own, solely as an investment, securities capital stock or other equity interests of any Person which is engaged in a Restricted Business (“Acquired Company”) if, in its last full fiscal year prior to such acquisition, the consolidated revenues of such Acquired Company from the Restricted Business in the Restricted Territory was less than twenty-five percent (25%) of the aggregate consolidated revenues of such Acquired Company; provided, however, that if an NRGY Entity acquires an Acquired Company with consolidated revenues from a Restricted Business in the Restricted Territory greater than ten percent (10%) of the aggregate consolidated revenues of such Acquired Company, such NRGY Entity shall (A) provide Acquirer the exclusive opportunity, for a period of forty five (45) days following the closing of such acquisition, to negotiate the purchase of such portion of such business that is engaged in the Restricted Business and (B) if such NRGY Entity and Acquirer do not enter into an agreement with respect to Acquirer’s purchase of such portion of such business within such forty five (45)-day period, divest such portion of such entire business within nine (9) months of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Personacquisition. (b) It is expressly understood The Contributor Parties agree that the duration and agreed that although Optionee and Company consider geographic scope of the restrictions contained non-competition provision set forth in this Section 7 5.11 are reasonable. In the event that any court determines that the duration or geographic scope of the restrictions set forth in this Section 5.11, or both, is unreasonable and that such provision is to that extent unenforceable, the following Section 8 Parties agree that the provision shall remain in full force and effect for the greatest time period and in the greatest area that would not render it unenforceable. The Parties intend that this non-competition provision shall be deemed to be reasonablea series of separate covenants, if one for each and every county of each and every state of the United States of America. Additionally, because of the difficulty of measuring economic losses to Acquirer as a final judicial determination is made by result of a court breach of competent jurisdiction this Section 5.11, and because of the immediate and irreparable damage that the time or territory or could be caused to Acquirer for which it may not have any other restriction contained in this Award Agreement is an unenforceable restriction against Optioneeadequate remedy, the Contributor Parties agree that Acquirer may seek to enforce the provisions of this Award Agreement shall not be rendered void but shall be deemed amended Section 5.11 by seeking to apply as obtain injunctions, restraining orders and other equitable actions pursuant to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinSection 9.4.

Non-Competition. (a) In consideration 10.1 Until the Date of Termination, Executive agrees not to enter into competitive endeavors and not to undertake any commercial activity which is contrary to the best interests of the Company’s grant Corporation or its affiliates, including becoming an employee, owner (except for passive investments of this Option, the Optionee agrees that for as long as the Optionee is employed by the Company and until the first anniversary not more than three percent of the date of termination of the Optionee’s employment with the Company or any Affiliate, as the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ outstanding shares of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial other equity interest in, any company or otherwise become actively involved with, any person engaged in a Competitive Business, directly entity listed or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock securities exchange or on the in an over-the-counter market if securities market), officer, agent or director of (a) any firm or person engaged in the Optionee (i) is not a controlling Person of, or a member operation of a group business engaged in the acquisition of industrial businesses or (b) any firm or person which controls, such Person and either directly competes with a line or lines of business of the Corporation accounting for five percent (ii5%) does not, direct or indirectly, own 5% or more of any class of securities the Corporation's gross revenues or earnings before taxes or derives five percent (5%) or more of such Person. (b) It is expressly understood and agreed firm's or person's gross revenues or earnings before taxes from a line or lines of business which directly compete with the Corporation. Notwithstanding any provision of this Agreement to the contrary, Executive agrees that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court his breach of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement Section 10.1 shall permit the Corporation to terminate Executive's employment for Cause in accordance with Section 5.l(b) hereof. 10.2 After the Date of Termination and for a period of time equal in years to the multiple of annual salary received by Executive pursuant to either Sections 6.6(b) or 6.7(b) (the "Non-Competition Period"), Executive agrees not to become an employee, owner (except for passive investments of not more than three percent of the outstanding shares of, or any other equity interest in, any company or entity listed or traded on a national securities exchange or in an over-the-counter securities market), officer, agent or director of any firm or person which directly and substantially competes with a business of the Corporation accounting for five percent (5%) or more of the Corporation's gross revenues or earnings before taxes. During the Non-Competition Period, Executive will be available to answer questions and provide advice to the Corporation; provided, however, that such requirement shall not unreasonably interfere with any other of Executive's activities which Executive is then pursuing and which are not otherwise prohibited by this Section 10. Also, during the Non-Competition Period, Executive will retain in confidence any and all confidential information known to him concerning the Corporation and its business and shall not use or disclose such information without the approval of the Corporation except to the extent such information becomes public or as may be rendered void but shall required by law. 10.3 Executive acknowledges and agrees that damages for breach of the covenant not to compete in this Section 10 will be deemed amended difficult to apply as determine and will not afford a full and adequate remedy, and therefore Executive agrees that the Corporation, in addition to such maximum time and territory and seeking actual damages pursuant to such maximum extent as such court the procedures set forth in Section 13 below, may judicially determine or indicate seek specific enforcement of the covenant not to be enforceable. Alternatively, if compete in any court of competent jurisdiction finds jurisdiction, including, without limitation, by the issuance of a temporary or permanent injunction, without the necessity of a bond. Executive and the Corporation agree that the provisions of this covenant not to compete are reasonable. However, should any court or arbitrator determine that any restriction contained provision of this covenant not to compete is unreasonable, either in period of time, geographical area, or otherwise, the parties agree that this Award Agreement is unenforceable, covenant not to compete should be interpreted and enforced to the maximum extent which such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereincourt or arbitrator deems reasonable.

Non-Competition. (a) In consideration Because of the Company’s grant of this Optionlegitimate business interest as described herein and the good and valuable consideration offered to the Employee, during the Optionee agrees that Employment Term and for as long as two years, to run consecutively, beginning on the Optionee is employed by the Company and until the first anniversary last day of the date of termination of the OptioneeEmployee’s employment with the Company or any AffiliateCompany, as the case may be, such Optionee will Employee agrees and covenants not directly or indirectly, (i) to engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with Prohibited Activity (as defined below) within the business United States of America. For the Company or its Subsidiaries at purposes of this Agreement, “Prohibited Activity” means any activity in which the time of termination of such OptioneeEmployee contributes the Employee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Businessknowledge, directly or indirectly, in whole or in part, as an individualemployee, employer, owner, operator, manager, advisor, consultant, agent, employee, partner, shareholderdirector, stockholder, officer, directorvolunteer, principalintern, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any other similar capacity to an entity engaged in the funeral home, mortuary, crematory, cemetery, burial insurance, preneed trust, trust banking, or any other line of its Affiliates and customersbusiness in the death care industry. “Prohibited Activity” also includes activities that may require or inevitably require disclosure of trade secrets, suppliersproprietary information, Partners, members or investors Confidential Information. Nothing herein shall prohibit the Employee from purchasing or owning less than five percent (5%) of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, publicly traded securities of any Person engaged in corporation, provided that such ownership represents a passive investment and that the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) Employee is not a controlling Person person of, or a member of a group which that controls, such Person and (ii) corporation. This Section 7 does not, direct in any way, restrict or indirectly, own 5% impede the Employee from exercising protected rights to the extent that such rights cannot be waived by agreement or more from complying with any applicable law or regulation or a valid order of any class of securities of such Person. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the time law, regulation, or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement order. The Employee shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability promptly provide written notice of any of such order to the other restrictions contained hereinBoard.

Non-Competition. During the Employment Term and for a period of time following the termination of the Employment Term equal to the greater of one (a1) In consideration year, or the period of time during which Executive receives Severance Pay (the “Restrictive Period”), the Executive shall not, without the prior written consent of the Company’s grant , directly or indirectly, in any capacity whatsoever, either on his own behalf or on behalf of any other person or entity with whom he may manage, control, participate in, consult with, render services for or be employed or associated, compete with the Business (as hereinafter defined) in any of the following described manners: (i) Engage in, assist or have any interest in, as principal, consultant, advisor, agent, financier or employee, any business entity which is, or which is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of thirty (30) miles from any Addus HealthCare Group branch office; or (ii) Solicit or accept any business (or help any other person solicit or accept any business) from any person or entity which on the date of this OptionAgreement is a customer of the Addus HealthCare Group or which during the Employment Term becomes a customer of the Addus HealthCare Group. For purposes hereof, the Optionee agrees term “Business” means the business of providing home care services of the type and nature that for as long as the Optionee Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the Company and until Company. Furthermore, during the first anniversary of Restrictive Period, the date of termination of the Optionee’s employment with the Company or any Affiliate, as the case may be, such Optionee will Executive shall not directly or indirectly, (iA) engage induce or attempt to induce any employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly way interfere with the relationship between the Addus HealthCare Group and any employee thereof, or (B) induce or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation of the Company or its Subsidiaries at Addus HealthCare Group to cease doing business with the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ ofAddus HealthCare Group, or render in any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relationships (whether formed before or after relation, on the date of this Award Agreement) between one hand, and the Company or any of its Affiliates and customersAddus HealthCare Group, suppliers, Partners, members or investors of on the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholdersother hand. Notwithstanding the foregoingforegoing provisions, nothing herein shall prohibit the Optionee may, directly Executive from owning 1% or indirectly own, solely as an investment, less of any securities of any Person engaged in the business of the Company or its Affiliates which a competitor, if such securities are publicly traded listed on a national or regional stock nationally recognized securities exchange or on the traded over-the-counter on the NASDAQ market if or otherwise. If, at the Optionee (i) is not time of enforcement of this Section 9(b), a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Person. (b) It is expressly understood and agreed court holds that although Optionee and Company consider the restrictions contained in this Section 7 and stated herein are unreasonable under the following Section 8 circumstances then existing, the parties agree that the maximum period, scope or geographic area reasonable under such circumstances shall be substituted for the stated period, scope or area determined to be reasonable, if a final judicial determination is made reasonable under the circumstances by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereincourt.

Non-Competition. (a) In The Company shall provide Employee access to the Confidential Information for use only during the Employment Period, and Employee acknowledges and agrees that the Company Group will be entrusting Employee, in Employee’s unique and special capacity, with developing the goodwill of the Company Group, and in consideration thereof and in consideration of the Company’s grant access to Confidential Information, has voluntarily agreed to the covenants set forth in this Section. Employee further agrees and acknowledges that the limitations and restrictions set forth herein, including, but not limited to, geographical and temporal restrictions on certain competitive activities, are reasonable and not oppressive and are material and substantial parts of this Option, the Optionee agrees that for as long as the Optionee is employed by Agreement intended and necessary to prevent unfair competition and to protect the Company Group’s Confidential Information and until substantial and legitimate business interests and goodwill. (b) During the first anniversary Employment Period and for a period of two years (the date of “Restricted Period”) following the termination of the Optionee’s Employment Period for any reason, Employee shall not, for whatever reason and with or without cause, either individually or in partnership or jointly or in conjunction with any other Person or Persons as principal, agent, employee, shareholder (other than holding equity interests listed on a United States stock exchange or automated quotation system that do not exceed 5% of the outstanding shares so listed), owner, investor, partner or in any other manner whatsoever, directly or indirectly, engage in or compete with the Business anywhere in the world. (c) During the Restricted Period, Employee shall not (i) knowingly induce or attempt to induce any other Person known to Employee to be a customer of the Company or its affiliates (each, a “Customer”) to cease doing any business with the Company or its affiliates anywhere in the world or (ii) solicit business involving the Business from, or provide services related to the Business to, any Customer. (d) During the Restricted Period, Employee shall not solicit the employment of any individual who is an employee of the Company or its affiliates, except that Employee shall not be precluded from soliciting the employment of, or hiring, any such individual (i) whose employment with the Company or any Affiliate, as the case may be, one of its affiliates has been terminated before entering into employment discussions with such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”)Seller, (ii) enter the employ of, who initiates discussions with Employee regarding employment opportunities with Employee or render any services to, any Person engaged in a Competitive Business, (iii) acquire responds to a financial interest in, general advertisement or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date other similarly broad form of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Personsolicitation for employees. (be) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in For purposes of this Section 7 and 9, the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that terms shall have the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.following meanings:

Non-Competition. (a) In consideration The Executive acknowledges that in the course of his employment with the Company he will become familiar with trade secrets and customer lists of, and other confidential information concerning, the Company and its subsidiaries, affiliates and clients and that his services have been and will be of special, unique and extraordinary value to the Company’s grant of this Option, the Optionee . (b) The Executive agrees that for as so long as the Optionee he is employed by the Company and until for a period of one year following the first anniversary Date of Termination (the “Noncompetition Period”) he shall not, without the express consent of the date of termination of the Optionee’s employment with the Company or any AffiliateBoard, as the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Businessmanner, directly or indirectly, through any person, firm, corporation or enterprise, alone or as a member of a partnership or as an individual, partner, shareholder, officer, director, principalstockholder, agentinvestor or employee of or advisor or consultant to any person, trustee firm, corporation or consultantenterprise or otherwise, (iv) interfere with engage or be engaged, or assist any other person, firm, corporation or enterprise in engaging or being engaged, in any business relationships (whether formed before or after the date of this Award Agreement) between being conducted by the Company or any of its Affiliates and customers, suppliers, Partners, members subsidiaries or investors affiliates as of the Date of Termination in any geographic area in which the Company or any of its Affiliates subsidiaries or affiliates is then conducting such business. (c) Nothing in this Section 7 shall prohibit the Executive from being (i) a stockholder in a mutual fund or a diversified investment company or (vii) disparage a passive owner of not more than two percent of the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities outstanding publicly-traded common stock of any Person engaged corporation so long as the Executive has no active participation in the business of such corporation. (d) If, at any time of enforcement of this Section 7, a court or an arbitrator holds that the Company restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. (e) In the event that any provision of this Section 7 is not performed in accordance with its Affiliates which are publicly traded on a national terms or regional stock exchange or on the over-the-counter market if the Optionee is otherwise breached, (i) is not a controlling Person ofthe Company’s obligations under Sections 6 and 9 hereof shall thereupon cease, or a member of a group which controls, such Person and (ii) does notthe Executive shall immediately repay to the Company all amounts theretofore paid to, direct or indirectlyand the value of all benefits theretofore received by, own 5% or more of any class of securities of such Personthe Executive and the Executive’s family pursuant to Sections 6 and 9 hereof. (bf) It is expressly understood and agreed The Executive acknowledges that although Optionee and the Company consider would be damaged irreparably in the restrictions contained in event that any provision of this Section 7 or Section 10 hereof were not performed in accordance with its terms or were otherwise breached and that money damages would be an inadequate remedy for any such nonperformance or breach. Accordingly, the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction Executive agrees that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but Company and its successors and permitted assigns shall be deemed amended entitled, in addition to apply as other rights and remedies existing in their favor, to such maximum time and territory and an injunction or injunctions to such maximum extent as such court may judicially determine prevent any breach or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability threatened breach of any of such provisions and to enforce such provisions specifically (without posting a bond or other security). The Executive agrees that the Executive will submit to the personal jurisdiction of the courts of the State of Michigan in any action by the Company to obtain injunctive or other restrictions contained hereinrelief contemplated by this Section 7.

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 the compensation to be received hereunder, and Executive’s ownership interest in the Company’s grant of this Option, the Optionee Executive agrees that for as long as during the Optionee is employed period of his employment by the Company and until the first anniversary greater of the date of termination of the Optionee’s (i) one year following his employment with the Company or any Affiliate, as (ii) the case may be, such Optionee will not directly or indirectly, Severance Period (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive BusinessNon-Competition Period”), (ii) enter the employ ofExecutive shall not, whether for compensation or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Businesswithout compensation, directly or indirectly, as an individualowner, principal, partner, member, shareholder, officerindependent contractor, director, principal, agent, trustee or consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoever, alone, or in association with any other person, carry on, be engaged or take part in, or render services (ivother than services which are generally offered to third parties) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customersprovide advice to, suppliers, Partners, members or investors of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investmentshare in the earnings of, invest in the stocks, bonds or other securities of of, or otherwise become financially interested in, any Person entity engaged in the retail grocery and food services business and related services anywhere in the northeastern United States and in any other state into which the Board of Directors has, to the knowledge of the Company Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or its Affiliates which beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national or regional stock securities exchange or on in the over-the-counter market if the Optionee (i) is shall not of itself constitute a controlling Person ofbreach hereunder. In addition, or a member of a group which controls, such Person and (ii) does Executive shall not, direct directly or indirectly, own 5% during the Non-Competition Period, request or more cause any suppliers or customers with whom the 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 Fairway Group any employee (or former employee) of any class member of securities the Fairway Group. 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 such breach is not cured within thirty (30) days after written notice of such Personbreach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply with his obligations under this Section 9 (other than in the circumstances described in the preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance Payments. (b) It During the Non-Competition Period: (i) Executive shall not make any oral or written statements, either directly or through other persons or entities, which are disparaging to any member of the Fairway Group or any of its affiliates, management, officers, directors, services, products, operations or other matters relating to the Fairway Group’s businesses; and (ii) The Fairway Group, through its officers and directors, shall not make any oral or written statements, either directly or through other persons or entities, which are disparaging to Executive. Notwithstanding the foregoing provisions of this Section 9(b), it shall not be a violation of this Section 9(b) for Executive or the Fairway Group to (i) make truthful statements when required by order of a court or other body having jurisdiction, any governmental investigation or inquiry by a governmental entity, subpoena, court order, compulsory legal process, or as otherwise may be required by law, (ii) make traditional competitive statements in the course of promoting a competing business (except in violation of Section 9, 10 or 11 hereof), (iii) disclose that Executive is expressly understood and agreed that although Optionee and Company consider no longer employed by the Company, (iv) rebut inaccurate statements made by the other party or (v) for either party to make truthful statements to enforce his or its rights under this Agreement. (c) If any portion of the restrictions contained set forth in this Section 7 and the following Section 8 to 9 should, for any reason whatsoever, be reasonable, if a final judicial determination is made declared invalid by a court of competent jurisdiction jurisdiction, the validity or enforceability of the remainder of such restrictions shall not thereby be adversely affected. (d) Executive acknowledges that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Section 9 were a material inducement to the Company to enter into this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to employ Executive. Executive further acknowledges that the territorial and time limitations set forth in this Section 9 are reasonable and properly required for the adequate protection of the business of the Fairway Group. Executive hereby waives, to the extent permitted by law, any and all right to contest the validity of this Section 9 on the ground of breadth of its geographic or product and service coverage or length of term. In the event any such maximum extent as such court may judicially determine territorial or indicate time limitation is deemed to be enforceable. Alternatively, if any unreasonable by a court of competent jurisdiction finds that jurisdiction, Executive agrees to the reduction of the territorial or time limitation to the area or period which such court shall deem reasonable. (e) The existence of any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding claim or cause of action by Executive against the Company or any other member of the Fairway Group shall not affect constitute a defense to the enforceability of any enforcement by the Fairway Group of the other restrictions contained hereinforegoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Non-Competition. (a) In consideration During his employment by BPLSC and for a period of one year thereafter, Employee will not, unless acting with the prior written consent of the Company’s grant of this Option, the Optionee agrees that for as long as the Optionee is employed by the Company and until the first anniversary of the date of termination of the Optionee’s employment with the Company or any Affiliate, as the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive BusinessBoard, directly or indirectly, own, manage, operate, join, control or participate in the ownership, management, operation or control, or be connected as an individual, partner, shareholder, officer, director, manager, member, employee, partner, principal, agent, trustee representative, consultant or consultantotherwise with or use or permit his name to be used in connection with, (ivi) interfere any business or enterprise that competes with the Partnerships in any business relationships or enterprise that contributes more than ten percent (10%) of BGH’s consolidated gross revenues, either during his employment by BPLSC or on the Termination Date, as applicable, in any state in which such business or enterprise is so operated (whether formed before or after not such business is physically located within those areas) (the date “Geographic Area”), or (ii) in any business or enterprise that is a customer of this Award Agreementthe Partnerships if BGH derives at least five percent (5%) between the Company or any of its Affiliates consolidated gross revenues either during his employment by BPLSC or on the Termination Date, as applicable, from such customer. It is recognized by Employee that the Partnerships’ business and customersEmployee’s connection therewith is or will be involved in activity throughout the Geographic Area, suppliers, Partners, members or investors of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholdersand that more limited geographical limitations on this non-competition covenant are therefore not appropriate. Notwithstanding the foregoing, the Optionee mayEmployee also shall not, directly or indirectly ownindirectly, solely as an investment, securities of any Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the overduring such one-the-counter market if the Optionee year period (i) is not a controlling Person ofsolicit or divert business from, or a member attempt to convert any client, account or customer of a group which controlsthe Partnerships, such Person and whether existing at the date hereof or acquired during Employee’s employment nor (ii) does notfollowing Employee’s Termination of Employment, direct solicit or indirectly, own attempt to hire any employee of the Partnerships or any person who has been an employee of the Partnerships at any time during the year prior to such Termination of Employment. (b) The foregoing restriction shall not be construed to prohibit the ownership by Employee of less than five percent (5% or more %) of any class of securities of such Person. (b) It any corporation which is expressly understood and agreed that although Optionee and Company consider the restrictions contained engaged in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the foregoing businesses having a class of securities registered pursuant to the Exchange Act, provided that such ownership represents a passive investment and that neither Employee nor any group of persons including Employee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other restrictions contained hereinthan exercising his rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. (a) In consideration Executive hereby acknowledges and agrees that, during the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects of the Company’s grant business and operations of this Option, the Optionee Bank Entities. Executive hereby covenants and agrees that for as long as during the Optionee is employed by Term until one (1) year after the Company and until Termination Date (the first anniversary of the date of termination of the Optionee’s employment with the Company or any Affiliate, as the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive BusinessRestricted Period”), Executive will not at any time (ii) enter except for the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive BusinessBank Entities), directly or indirectly, in any capacity (whether as an individuala proprietor, partnerowner, shareholderagent, officer, director, shareholder, organizer, partner, principal, agentmanager, trustee member, employee, contractor, consultant or consultantotherwise): (a) provide any advice, (iv) interfere with business relationships (whether formed before assistance or after services of the date of this Award Agreement) between the Company kind or nature which he or she provided to any of its Affiliates and customers, suppliers, Partners, members the Bank Entities or investors relating to business activities of the Company or its Affiliates or (v) disparage type engaged in by any of the CompanyBank Entities within the preceding two years, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of to any Person engaged who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in the business of the Company or its Affiliates which are publicly traded on either case, a national or regional stock exchange or on the over-the-counter market “Competitor”) if the Optionee (i) is not a controlling Person ofsuch Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a member “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of a group which controls, such Person the Bank’s headquarters or any Branch of the Bank Entities and (ii) does not, direct such Branch competes or indirectly, own 5% will compete with the products or more of any class of securities of such Person.services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) It is expressly understood and agreed that although Optionee and Company consider sell or solicit sales of Competitive Products or Services to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the restrictions contained in contrary, this Section 7 8.4 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the following Section 8 to be reasonableSecurities Exchange Act of 1934, if a final judicial determination is made by a court as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of competent jurisdiction the outstanding securities of such company and that such ownership does not does not violate: (A) the time or territory Code of Conduct or any other restriction contained in this Award policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties acknowledge that they have also entered into that certain Non-Compete Agreement is an unenforceable restriction against Optioneeas of August 1, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply 2014, as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as from time to make it enforceabletime, such finding shall which is in addition to and not affect the enforceability in lieu of any of the other restrictions contained hereinhereunder (the “Non-Compete Agreement”).

Non-Competition. (a) In consideration Executive acknowledges that: (i) the Company and its Affiliates are and will be engaged in the Business during the term of the Executive’s employment and thereafter; (ii) the Company and its Affiliates are and will be actively engaged in the Business throughout the world; (iii) Executive is one of a limited number of persons who will be developing the Business; (iv) Executive has and will continue to occupy a position of trust and confidence with the Company after the date hereof and during the term of the Executive’s employment Executive will become familiar with the Company’s grant of this Option, the Optionee agrees that for as long as the Optionee is employed by (and its Affiliates’) trade secrets and with other proprietary and confidential information concerning the Company (and until its Affiliates) and the first anniversary Business; (v) the agreements and covenants contained in this Agreement are essential to protect the Company, its Affiliates and the goodwill of the date of termination of the OptioneeBusiness; (vi) Executive’s employment with the Company and/or its Affiliates has special, unique and extraordinary value to the Company and its Affiliates and the Company would be irreparably damaged if Executive were to provide services to any person or any Affiliateentity in violation of the provisions of this Section 6; and (vii) Executive has means to support Executive and Executive’s dependents other than by engaging in the Business, as and the case may be, such Optionee provisions of this Section 6 will not directly or indirectlyimpair such ability. (b) Executive will not, during the Restricted Period (i) engage as defined below), anywhere in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of world (the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive BusinessRestricted Territory”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, indirectly (whether as an individualowner, partner, shareholder, agent, officer, director, principalemployee, agentindependent contractor, trustee or consultant, or otherwise) own, operate, manage, control, invest in, perform services for, or engage or participate in any manner in, or render services to (ivalone or in association with any person or entity) interfere with business relationships or otherwise assist any person or entity that engages in, or owns, invests in, operates, manages or controls any venture or enterprise that engages in, the Business. The term “Restricted Period” means the period of time from the date hereof until two (whether formed before or 2) years after the date termination for any reason of Executive’s employment relationship with the Company and/or any Affiliate or any successor thereto (including any termination based on non-renewal of any employment agreement or arrangement). The Restricted Period shall be extended for a period equal to any time period that Executive is in violation of this Award Agreement) between Section 6. Nothing contained in this Section 6 shall be construed to prevent Executive from investing in the Company or any of its Affiliates and customers, suppliers, Partners, members or investors of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities stock of any Person engaged in the business of the Company or its Affiliates which are publicly traded competing corporation listed on a national or regional stock securities exchange or on traded in the over-the-counter market market, but only if the Optionee (i) Executive is not a controlling Person ofinvolved in the business of said corporation and if Executive and Executive’s associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, or a member as in effect on the date hereof), collectively, do not own more than an aggregate of a group which controls, such Person and one percent (ii1%) does not, direct or indirectly, own 5% or more of any class of securities the stock of such Personcorporation. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition. (a) In consideration Except (i) with respect to their ownership of interests in the Company and (ii) as permitted by this Section 10.03 or by Section 10.06, neither Comcast nor GE nor any of their respective Subsidiaries will engage in any Company Principal Business. This Section 10.03 shall cease to be applicable to any Person at such time as such Person is no longer a Subsidiary of Comcast or GE, as the case may be, and shall not apply to any Person that purchases assets, operations or a business from Comcast or GE, or one of their respective Subsidiaries, if such Person is not a Subsidiary of Comcast or GE, as the case may be, after such transaction is consummated. This Section 10.03 does not apply to any Subsidiary of GE or Comcast in which a Person who is not an Affiliate of GE or Comcast, as the case may be, holds equity interests and with respect to which GE or Comcast or another of their respective Subsidiaries, as applicable, has contractual or legal obligations (including fiduciary duties of representatives on the board of directors or similar body of such Subsidiary) existing as of the date hereof that limit GE’s or Comcast’s ability to impose on the subject Subsidiary a non-competition obligation such as that in this Section 10.03. (b) Notwithstanding the provisions of Section 10.03(a), and without implicitly agreeing that the following activities would be subject to the provisions of Section 10.03(a), nothing in this Agreement shall preclude, prohibit or restrict: (i) GE, or any of its Subsidiaries, from engaging in any manner in any (A) Financial Services Business, (B) Existing Business Activities, (C) GE De Minimis Business or (D) Satellite Business; or (ii) Comcast or any of its Subsidiaries, from engaging in any manner in any (A) Comcast Permitted Business or (B) Comcast De Minimis Business. (c) Notwithstanding the provisions of Section 10.03(a), GE or any of its Affiliates may make a Mixed Competing Business Acquisition; provided that if such acquisition would otherwise be prohibited by this Section 10.03, promptly following such acquisition, GE, or its Affiliate, as applicable, shall offer the Company in writing the opportunity to acquire, or invest in, directly or through a Subsidiary of the Company’s grant of this Option, the Optionee agrees Company Principal Business acquired, or invested in, by GE or its Affiliate in such Mixed Competing Business Acquisition. The writing pursuant to which such offer is made shall include a summary of the material terms of the offer, including the price of such offer. Such terms shall include (x) a price that for as long as reflects GE’s reasonable good faith determination of the Optionee is employed portion of the aggregate purchase price paid by GE or its Affiliate in the Mixed Competing Business Acquisition that was attributable to the Company Principal Business included in such Mixed Competing Business Acquisition and until (y) other commercially reasonable arms’ length terms. In the first anniversary event that the Company disputes GE’s determination of price or the commercial reasonableness and arm’s length nature of the date of termination other terms included in such offer, the Company shall provide written notice to GE and the dispute shall be resolved by a mutually agreed upon appraiser (who shall be an independent third party with relevant expertise) pursuant to an appraisal process not to exceed 30 calendar days and conducted in New York, New York under the Commercial Arbitration Rules of the Optionee’s employment American Arbitration Association in effect at the time of the arbitration, except as they may be modified herein or by agreement of the parties. If an appraisal process is necessary and Comcast and GE do not mutually select and appoint such appraiser within five Business Days following delivery of the notice required pursuant to the preceding sentence, an appraiser shall be selected and appointed in the manner set forth in the final two sentences of Section 10.02(f). All fees and disbursements of the Appraiser shall be shared equally by Comcast and GE. (d) Promptly after making a written offer as set forth in Section 10.03(c) above (and in any event within 10 Business Days thereafter), GE shall provide the Company all material information available to GE with respect to the Company Principal Business. GE shall include in any third party confidentiality agreement entered into in connection with the proposed transaction subject to such offer a provision permitting GE to comply with its disclosure obligations under this Section 10.03(d). The Company shall have 10 Business Days from the later of (i) the date all such information is provided and (ii) the completion of any appraisal process conducted pursuant to Section 10.03(c) to decide whether to accept the offer. (e) If prior to the expiration of such 10 Business Day period the Company accepts such offer, the parties shall work together in good faith to complete the Company’s acquisition of, or investment in, the Company Principal Business as soon as reasonably practicable, subject to receipt of required regulatory approvals. Notwithstanding the provisions in Section 4.10(a), the GE Members may not exercise any rights they may have under Section 4.10(a) that would prohibit or otherwise impede such Company Principal Business acquisition or investment (including in connection with the incurrence of any Debt required to complete such acquisition or investment). (f) If prior to the expiration of such 10 Business Day period the Company fails to accept such offer, and the ownership of the Company Principal Business by GE or its Affiliates would otherwise be prohibited by this Section 10.03, then GE or its Affiliate, as the case may be, shall be required to divest the Company Principal Business within a commercially reasonable period of time. (g) The Company’s decision whether to accept such Optionee will not offer (or to grant any consent to waive any rights of the Company in respect of such offer) shall be made by only those members of the Board designated by the Comcast Members. (h) This Section 10.03 shall terminate and be of no further force and effect upon the earlier of (i) Comcast and its Subsidiaries no longer holding (directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company Units or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, GE and its Subsidiaries no longer holding (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such PersonUnits. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition. (a) 11.1 In consideration view of the Company’s grant fact that any activity of Provider in violation of the terms hereof would adversely affect Jutvision and its subsidiaries, and to preserve the goodwill associated with Jutvision's business, Provider hereby agrees to the following restrictions on its activities: 11.1.1 Provider hereby agrees that during the term of this Option, Agreement and during the Optionee agrees that period commencing on the date this Agreement is terminated for as long as any reason and ending on the Optionee date which is employed by the Company and until the first third anniversary of the date thereof (the "Noncompete Period") Provider will not, without the express written consent of termination of the Optionee’s employment with the Company or any Affiliate, as the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive BusinessJutvision, directly or indirectly, engage in any activity that is competitive with any of the business activities, products or services conducted or offered by Jutvision and its subsidiaries and affiliates or proposed to be conducted or offered by Jutvision and its subsidiaries and affiliates. 11.1.2 In the event (i) Provider receives and considers any offer for an Acquisition (as defined below) of Provider, or (ii) Provider determines to solicit bids from third parties for a potential Acquisition, Provider shall notify Jutvision, and Jutvision shall have the exclusive right to negotiate such an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, Acquisition with Provider for a period of thirty (iv30) interfere with business relationships (whether formed before or days after the date of receipt of such notice. 11.1.3 For purposes of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities "Acquisition" of any Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee party shall mean (i) is not a controlling Person ofmerger, consolidation or a member other reorganization, if the individuals and entities who were stockholders of a group which controlsthe party immediately prior to the effective date of the transaction have "beneficial ownership" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, such Person and as amended) of less than sixty percent (60%) of the total combined voting power for election of directors (or their equivalent) of the surviving entity following the effective date of the transaction, (ii) does not, acquisition by any entity or group of direct or indirectly, own 5% indirect beneficial ownership in the aggregate of securities of the party then issued and outstanding representing forty percent (40%) or more of any class of securities of such Person. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any total combined voting power of the other restrictions contained herein.party, or (iii) a sale of all or substantially all of the party's

Non-Competition. (a) In consideration of From the Company’s grant of this Option, the Optionee agrees that for as long as the Optionee is employed by the Company and Closing Date until the first fourth anniversary of the date Closing Date (the “Restricted Period”), without Buyer’s consent, Seller shall not, and shall cause each of termination its Subsidiaries (Seller and its Subsidiaries, the “Restricted Party”) not to, directly or indirectly (including by means of management, advisory, operating, or similar agreements or arrangements or by any record or beneficial equity interest, either as a principal, trustee, stockholder, partner, joint venture or otherwise, in any Person), engage in a business that competes with the Business, for their own account or for any other Person, in any country or other geographic location in which the Longhorn Entities operate the Business or otherwise had sales immediately prior to the Closing or any other country or geographic location in which the Longhorn Entities planned to operate the Business as of the OptioneeClosing Date (the “Restricted Business”); provided, however, that nothing in this Agreement or in the definition of Restricted Business shall prohibit or in any way restrict the Restricted Party’s employment with the Company or any Affiliate, as the case may be, such Optionee will not directly or indirectly, ability to: (i) engage in any business that operates a telematics business that is seeking the Restricted Business to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or extent necessary to perform its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), duties under this Agreement; (ii) enter the employ of, make or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date maintain passive investments of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors less than five percent of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, outstanding equity securities of in any Person entity engaged in the business of the Company or its Affiliates which are publicly traded Restricted Businesses listed for trading on a national or regional stock any recognized securities exchange or on in the over-the-counter market if the Optionee markets; (iiii) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more an equity interest of any class other Person engaged in the Restricted Business acquired as a creditor in bankruptcy other than by a voluntary investment decision; or (iv) acquire the assets or capital stock or other equity interests of securities any other Person engaged in the Restricted Business, provided, however, that the net sales attributable to the Restricted Business conducted by such person accounts for less than 25% of the net sales of such Personperson for its most recently completed fiscal year. (b) It The Parties agree that this covenant is expressly understood personal to Buyer and agreed Buyer may not assign or otherwise transfer this covenant, in whole or in part, to any Person other than to other Affiliates of Buyer. During the Restricted Period, Seller shall not, and shall cause each of its Subsidiaries not to, without the prior written consent of Buyer, directly or indirectly, induce or attempt to induce any customer, reseller, retailer, distributor, supplier, licensee or other Person to cease doing business with Buyer or the Longhorn Entities or in any way interfere with the relationship between any such customer, reseller, retailer, distributor, supplier, licensee or other Person and Buyer or the Longhorn Entities. (c) Seller agrees that although Optionee any remedy at law for any breach by it or its Affiliates of Section 9.6(a) or (b) would be inadequate, and Company consider Buyer shall be entitled to injunctive or other equitable relief in such case in addition to any other right Buyer may have, whether at law or in equity. Each party intends that the restrictions contained in provisions of this Section 7 and 9.6 be enforced under the following laws applied in each jurisdiction in which enforcement is sought. If any provision of this Section 8 to 9.6 shall be reasonable, if a final judicial determination is made held by a court of competent jurisdiction that the time to be invalid or territory or any other restriction contained in unenforceable, this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but Section 9.6 shall be deemed amended to apply as to revise the scope of such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as provision to make it enforceable, if possible, or, if not possible, to delete such finding shall provision, in either case, without affecting the other or remaining provisions of this Section 9.6 or this Agreement. Any invalidity or unenforceability of any provision of this Section 9.6 in a jurisdiction will not affect the validity or enforceability of that provision in any of the other restrictions contained hereinjurisdiction.

Non-Competition. (a) In consideration of At all times while the Company’s grant of this Option, the Optionee agrees that for as long as the Optionee Executive is employed by the Company and until for any Post- Employment Non-Compete Period (defined below) elected by the first anniversary Company, the Executive shall not, directly or indirectly, engage in or have any interest in any sole proprietorship, partnership, corporation or business or any other person or entity (whether as an employee, officer, director, partner, agent, security holder, creditor, consultant or otherwise) that directly or indirectly (or through any affiliated entity) engages in competition with the Company (based on the business in which the Company was engaged or was actively planning on being engaged as of the date of termination of the OptioneeEmployee’s employment with and in the geographic areas in which the Company operated or any Affiliate, was actively planning on operating as of date of termination of the case may be, Employee’s employment); provided that such Optionee will provision shall not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking apply to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business Executive’s ownership of Common Stock of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter acquisition by the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly ownExecutive, solely as an investment, of securities of any Person engaged in the business issuer that is registered under Section 12(b) or 12(g) of the Company Securities Exchange Act of 1934, as amended, and that are listed or its Affiliates which are publicly traded admitted for trading on a any United States national or regional stock securities exchange or that are quoted on the over-the-counter market if 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 Optionee (i) is Executive does not control, acquire a controlling Person of, interest in or become a member of a group which controls, such Person and (ii) does not, exercises direct or indirectlyindirect control or, own 5% or more than five percent of any class of securities capital stock of such Person. (b) It is expressly understood and agreed corporation. As used herein, the “Post Employment Non- Compete Period” shall be any period up to one year immediately following the Termination Date that although Optionee and the Company consider may elect, in its complete discretion, to be subject to the restrictions contained restrictive covenant set forth in this Section 7 and 6.1. For the following Section 8 avoidance of doubt, the Company may elect not to be reasonablehave any Post Employment Non-Compete Period apply. Within 10 days after the Termination Date, the Company shall notify Executive in writing whether or not it is electing to impose a Post Employment Non-Compete Period and, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optioneeapplicable, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability duration of any of such period. During any Post Employment Non-Compete Period elected by the other restrictions contained hereinCompany, the Company shall continue to pay Executive his Base Salary hereunder, in the same amount and manner as if Executive was still employed by the Company.

Non-Competition. (a) In consideration Subject to Titan complying with its obligations in this Agreement, the Consultant agrees with and for the benefit of Titan that for a period of six months from the Company’s grant cessation or termination of this Option, the Optionee agrees that for as long as the Optionee is employed by the Company Amended and until the first anniversary of the date of termination of the Optionee’s employment with the Company or any Affiliate, as the case may be, such Optionee Restated Consulting Agreement; he will not directly or indirectly, (i) engage in for any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Businessreason, directly or indirectly, either as an individualindividual or as a partner or joint venturer or as an employee, partnerprincipal, consultant, agent, shareholder, officer, director, principalor salesperson for any person, agentfirm, trustee association, organization, syndicate, company or consultantcorporation, (ivor in any manner carry on, be engaged in, concerned with, interested in, advise, lend money to, guarantee the debts or obligations of, permit his name or any part of it to be used or employed by, any person, business, firm, association, syndicate, company, organization or corporation concerned with or engaged in or interested in a business which is the same as, or competitive with, the business of Titan and its subsidiaries including, without limitation, any business relating to computerized trading systems within the geographical areas where Titan carries on its business, being the Countries of: i) interfere with business relationships (whether formed before Canada; or ii) the United States. Furthermore, the Consultant, for a period of six months from the cessation or after the date termination of this Award Amended and Restated Consulting Agreement) between , however, caused, will not solicit or accept business with respect to products competitive with those of the Company or Corporation from any of its Affiliates and customers, suppliers, Partners, members or investors of the Company Corporation’s or its Affiliates or (v) disparage subsidiaries’ customers wherever situate; provided that the CompanyConsultant shall be entitled, its Directorsfor investment purposes, Officers or controlling stockholders. Notwithstanding to purchase and trade shares of a public company which are listed and posted for trading on a recognized stock exchange and the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities business of any Person engaged which public company may be in competition with the business of the Company Corporation or its Affiliates which are publicly traded on a national or regional stock exchange or on subsidiaries, provided that the over-the-counter market if the Optionee (i) is Consultant shall not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct directly or indirectly, own 5% more than ten (10) percent of the issued share capital of the public company, or more of participate in its management or operation or in any class of securities of such Personadvisory capacity. (b) It is expressly understood The Consultant further agrees that, during engagement pursuant to this Amended and agreed that although Optionee Restated Consulting Agreement and Company consider for a period of six months following termination of the restrictions contained in this Section 7 and the following Section 8 Consultant’s engagement, however caused, he will not hire or take away or cause to be reasonablehired or taken away any employee or consultant of Titan, if a final judicial determination is made by a court including employees and consultants of competent jurisdiction that any wholly-owned or partially-owned subsidiary of Titan or, following termination of the time Consultant’s engagement, however caused, any employee or territory consultant who was in the employ of the Corporation or any other restriction contained of its wholly-owned or partially-owned subsidiaries during the twelve (12) months preceding termination (c) Any provision of this Amended and Restated Consulting Agreement prohibited by law in any jurisdiction shall be ineffective to the extent of such prohibition without in any way invalidating or affecting the remaining provisions of this Award Amended and Restated Consulting Agreement is an unenforceable restriction against Optionee, or without invalidating or affecting the provisions of this Award Amended and Restated Consulting Agreement within those jurisdictions where not prohibited by law. (d) In the event that the geographical restrictions and time period restrictions relating to competition provided for in this Section 11 are found to be unreasonable by a Court of competent jurisdiction, then the restrictive covenant applicable to competition within time periods and geographical areas shall not be rendered void but restricted to such boundaries and time periods as are found to be reasonable by such court: PROVIDED THAT if a Court of competent jurisdiction determines that any portion of this Section is unreasonable then this Section shall be deemed amended to apply prohibit only such actions within such time periods and geographical boundaries as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate are found to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, reasonable and enforceable by such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinCourt.

Non-Competition. (a) In the event any termination of EXECUTIVE's employment hereunder pursuant to an Event of Termination as provided in Section 4 hereof, EXECUTIVE agrees not to compete with the BANK and/or the COMPANY for twelve following such termination, in any city, town or county in which the BANK and/or the COMPANY has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination. In the event of termination by EXECUTIVE of employment other than as described in Section 4(a)(ii), and other than after a Change in Control, EXECUTIVE agrees not to compete with the BANK and/or the Company for a period of one year in any city, town or county in which the BANK or the COMPANY has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of termination, in consideration of the Company’s grant payment, quarterly in arrears, of this Option, an amount equal to the Optionee annual amount payable pursuant to the preceding sentence. EXECUTIVE agrees that during such period and within said cities, towns and counties, EXECUTIVE shall not work for as long as the Optionee is employed by the Company and until the first anniversary of the date of termination of the Optionee’s employment with the Company or any Affiliateadvise, as the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, consult or otherwise become actively involved serve with, any person engaged in a Competitive Business, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the BANK and/or the COMPANY. The parties hereto, recognizing that irreparable injury will result to the BANK and/or the COMPANY, its business and property in the event of EXECUTIVE's breach of this Subsection 11(a) agree that in the event of any such breach by EXECUTIVE, the BANK and/or the COMPANY will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by EXECUTIVE, EXECUTIVE's partners, agents, servants, employers, employees and all persons acting for or with EXECUTIVE. EXECUTIVE represents and admits that in the event of the termination of his employment pursuant to Section 4 hereof, EXECUTIVE's experience and capabilities are such that EXECUTIVE can obtain employment in a business engaged in other lines and/or of a different nature than the BANK and/or the COMPANY, and that the enforcement of a remedy by way of injunction will not prevent EXECUTIVE from earning a livelihood. Nothing herein will be construed as an individualprohibiting the BANK and/or the COMPANY from pursuing any other remedies available to the BANK and/or the COMPANY for such breach or threatened breach, partnerincluding the recovery of damages from EXECUTIVE. (b) EXECUTIVE recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the BANK and affiliates thereof, shareholderas it may exist from time to time, officeris a valuable, directorspecial and unique asset of the business of the BANK. EXECUTIVE will not, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before during or after the date term of this Award Agreement) between the Company or his employment, disclose any of its Affiliates and customers, suppliers, Partners, members or investors knowledge of the Company past, present, planned or its Affiliates considered business activities of the BANK or (v) disparage the Companyaffiliates thereof to any person, its Directorsfirm, Officers corporation, or controlling stockholdersother entity for any reason or purpose whatsoever. Notwithstanding the foregoing, the Optionee mayEXECUTIVE may disclose any knowledge of banking, directly financial and/or economic principles, concepts or indirectly own, ideas which are not solely as an investment, securities of any Person engaged in and exclusively derived from the business plans and activities of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on BANK. In the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member event of a group which controls, such Person and (ii) does not, direct breach or indirectly, own 5% or more threatened breach by EXECUTIVE of any class of securities of such Person. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not Section, the BANK will be rendered void but shall be deemed amended entitled to apply as an injunction restraining EXECUTIVE from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the BANK or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such maximum time and territory and to such maximum extent as such court may judicially determine knowledge, in whole or indicate in part, has been disclosed or is threatened to be enforceabledisclosed. AlternativelyNothing herein will be construed as prohibiting the BANK from pursuing any other remedies available to the BANK for such breach or threatened breach, if any court including the recovery of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereindamages from EXECUTIVE.

Non-Competition. (a) In consideration Other than in connection with the performance of Seller’s obligations under the Ancillary Agreements, during the period that commences on the Closing Date and ends on the earlier of (i) the [***] anniversary of the Company’s grant of this Option, Closing Date and (ii) the Optionee agrees that for as long as the Optionee is employed by the Company and until the first [***] anniversary of the date on which the first New Drug Application is approved with respect to a Product, Seller shall not, and shall not permit any of termination of its affiliates (including the Optionee’s employment with the Company or any AffiliateCompany) to, as the case may be, such Optionee will not directly or indirectly, : (iA) engage in or assist any business that operates other person in engaging in (including through the grant of a telematics business that is seeking to provide automotive manufacturers with license or other right) the Restricted Business anywhere in the Territory or (B) have an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged ownership interest in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged that engages in a Competitive Businessthe Restricted Business in the Territory. Notwithstanding the foregoing, Seller or any of its affiliates may own, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market Restricted Business if the Optionee (i) Seller or its affiliate is not a controlling Person person of, or a member of a group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934) which controls, controls such Person person and (ii) does Seller and its affiliates collectively do not, direct directly or indirectly, own more than five percent (5% or more %) of any class of securities of such Personperson. (b) It is expressly understood During the period that commences on the Closing Date and agreed that although Optionee ends on the earlier of (i) the date on which Seller has been paid Milestone Payments in an amount equal to the Milestone Payment Cap and (ii) the date on which all Payment Obligors cease engaging in activities required to achieve Net Sales, Purchaser shall not, and shall not permit the Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any of its Affiliated Payment Obligors to, directly or indirectly: (A) engage in or assist any other restriction contained person in this Award Agreement is an unenforceable restriction against Optionee, engaging in (including through the provisions grant of a license or other right) the Restricted [***] = Portions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time exhibit have been omitted and territory filed separately with the Securities and to such maximum extent as such court Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) and 230.406. Business anywhere in the Territory; or (B) have an ownership interest in any person that engages in the Restricted Business in the Territory. Notwithstanding the foregoing, Purchaser may judicially determine own, directly or indicate to be enforceable. Alternativelyindirectly, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability securities of any person engaged in the Restricted Business if (i) Purchaser or its affiliate is not a controlling person of, or a member of a group (within the meaning of Section 13(d)(3) of the other restrictions contained hereinSecurities Exchange Act of 1934) which controls such person and (ii) Purchaser and its affiliates collectively do not, directly or indirectly, own more than five percent (5%) of any class of securities of such person.

Non-Competition. (a) In consideration The Executive acknowledges that the special relationship of the Company’s grant of this Optiontrust and confidence between him, the Optionee Bank, and its clients and customers creates a high risk and opportunity for the Executive to misappropriate the relationship and goodwill existing between the Bank and its clients and customers. The Executive further acknowledges and agrees that it is fair and reasonable for as long as the Optionee is employed by Bank to take steps to protect itself from the Company and until risk of such misappropriation. The Executive further acknowledges that, at the first anniversary outset of the date of termination of the Optionee’s his employment with the Company Bank and/or throughout his employment with the Bank, the Executive will be provided with access to and informed of the Bank’s and the Holding Company’s Proprietary Information, which will enable him to benefit from the Bank’s and Holding Company’s goodwill and know-how. (b) The Executive acknowledges that it would be inevitable in the performance of his duties as a director, officer, employee, investor, agent or consultant of any Affiliateperson, association, entity, or company which competes with the Bank or Holding Company, or which intends to or may compete with the Bank or Holding Company, to disclose and/or use the Bank’s and Holding Company’s Proprietary Information, as well as to misappropriate the case may beBank’s and Holding Company’s goodwill and know-how, to or for the benefit of such Optionee will not directly other person, association, entity, or indirectlycompany. The Executive also acknowledges that, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with exchange for the business execution of the Company or its Subsidiaries at non-solicitation restriction set forth in this Section 10, he has received substantial, valuable consideration. The Executive further acknowledges and agrees that this consideration constitutes fair and adequate consideration for the time execution of termination the non-solicitation restriction set forth in this Section 10. (c) Ancillary to the enforceable promises set forth in this Agreement, as well as to protect the vital interests described in this Section 10, the Executive agrees that during the Term of such Optionee’s employment, Employment (a the “Competitive BusinessNon-Compete Period”), (ii) enter the employ ofExecutive will not, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Businesswithout the prior written consent of the Bank’s full Board of Directors, directly or indirectly, alone or for his own account, or as an individualowner, partner, shareholderinvestor, member, trustee, officer, director, principalshareholder, agentemployee, trustee or consultant, distributor, advisor, representative or agent of any partnership, joint venture, corporation, trust, or other business organization or entity, (i) solicit the banking business of any current customers of the Bank; (ii) acquire, charter, operate or enter into any franchise or other management agreement with any financial institution; (iii) serve as an officer, director, employee, agent or consultant to any financial institution; or (iv) interfere with business relationships establish or operate a branch or other office of a financial institution; for purposes of clauses (whether formed before ii), (iii) and (iv) above, such limitation shall apply to any financial institution that has a main office, branch or after the date of this Award Agreementloan production office within a fifty (50) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors mile radius of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business main office of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such PersonBank. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition. (a) In consideration The Executive acknowledges that in the course of his or her employment with Employer, Employer will give the Executive access to the Confidential Information and the Executive's knowledge of the Company’s grant of this Option, Confidential Information will enable the Optionee agrees that for as long as Executive to put the Optionee Employer at a significant competitive disadvantage if the Executive is employed or engaged by the Company and until the first anniversary of the date of termination of the Optionee’s employment with the Company or any Affiliate, as the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged becomes involved in a Competitive Business. Accordingly, during the term of this Agreement and for a period of twelve (iii12) acquire months immediately following the termination of the Executive's employment (unless for a financial interest inshorter period of time as determined by Employer as described below), for whatever reason, whether voluntary or otherwise become actively involved withinvoluntary (with or without Cause), any person engaged in a Competitive Businessthe Executive will not, without the written consent of Employer, directly or indirectly, as an individualindividually or in partnership or in conjunction with any other person carry on, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee maybe engaged in, directly or indirectly ownindirectly, solely in any manner whatsoever, including, without limitation, as an investmentemployee, securities of consultant, or advisor in any Person engaged Competitive Business within North America, provided however, an exceptions will be made following termination in the case of (a) another business wherein the Executive is not working in a competitive capacity and the competitive products and services that constitute a Competitive Business are less than ten percent of such business' total revenue, or (b) Executive's ownership of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member shares of a group which controlspublicly-traded company where such ownership is less than 5% of the shares outstanding and Executive otherwise has no involvement, such Person and (ii) does not, direct directly or indirectly, own 5% in the operation, management or more support of any class said company. The Employer and Executive agree that in the case of securities a termination of such Person. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained Executive's employment without Cause as described in Section 13(e), the length of the non-competition period in this Section 7 10 and the following length of the non-solicitation period in Section 8 11 may be shortened by the Employer in its sole discretion, by the Employer providing the Executive with written notice thereof within ten (10) business days of the effective date of termination. In no event may the Employer reduce the non-competition and the non-solicitation provision to less than three (3) months. Executive will be reasonableentitled to severance pay from Employer during the duration of the non-competition period and the non-solicitation period, as such duration may be adjusted hereunder, all in accordance with Section 13(e). The Executive and Employer further agree that the duration of the non-competition and the duration of the non-solicitation period shall be equal and they shall run simultaneous with one another, so that by way of example, if a final judicial determination is made by a court of competent jurisdiction the Employer were to shorten the non-competition period to six months following termination, then the non-solicitation period shall automatically shorten to that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinsame six months.

Non-Competition. (a) In consideration of the Company’s grant of this Option, the Optionee Each Member that is an Employee agrees that during such employment and for as long as the Optionee is employed by the Company 18 months following termination of employment, and each other Member (other than Employees) agrees that until the first anniversary earlier to occur of the date of termination of the Optionee’s employment with the Company or any Affiliate, as the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates 18 months after the date such Member no longer has a telematics business that is seeking to provide automotive manufacturers with an integrated hardware Membership Interest and service package that competes directly with (ii) twelve (12) months following the business consummation of a Drag-Along Transaction (as applicable, the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive BusinessNon-Competition Period”), (ii) enter the employ ofexcept for Permitted Activities, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Businesssuch Member will not, directly or indirectly, either individually or as an individuala principal, owner, partner, shareholder, officer, director, principal, agent, trustee or representative, consultant, contractor, employee, or as a director or officer of any company, corporation, partnership or association, or in any other manner or capacity whatsoever, except on behalf of the Company, its Subsidiaries, PubCo (ivand any successor or assign of PubCo) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customerssubsidiaries, suppliersbecome employed by, Partnerscontrol, members manage, carry on, join, lend money for, operate, engage in, establish, take steps to establish, perform services for, invest in, solicit investors for, consult for, do business with or investors otherwise engage in Business in the Restricted Area. Accordingly, except for any Permitted Activities, such Member, without the prior written consent of the Company Managing Member, agrees not to during the Non-Competition Period (A) establish, engage in, invest in or provide services for any Business in the Restricted Area; (B) solicit business for or on behalf of any person, business entity, or endeavor operating, or preparing to operate, any Business in the Restricted Area; or (C) engage in or contributes his, her or its Affiliates knowledge to any employment, work, business, or (v) disparage endeavor which would require such Member to use or disclose the Company, its Directors, Officers or controlling stockholders’s Confidential Information. Notwithstanding the foregoingforegoing to the contrary, the Optionee may, nothing in this Agreement shall be deemed to prohibit any Member from directly or indirectly ownowning or acquiring, solely as an a passive investment, securities of a mutual fund in which such Member has no management control or securities of any Person engaged in the business of the Company or its Affiliates which are publicly entity traded on a national or regional stock exchange or on the over-the-counter market Recognized Securities Exchange if the Optionee (i) such Member is not a controlling Person of, person of or a member of a group which controls, controls such Person entity and (ii) does not, direct directly or indirectly, own 5% beneficially or of record more than one percent (1.0%) of any class of securities of such Person. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition. During the Restricted Period, (a) In consideration none of the Company’s grant of this Option, the Optionee agrees that for as long as the Optionee is employed by the Company and until the first anniversary members of the date Non-Compete Group or any of termination their Affiliates shall engage in Restricted Activities in the Restricted Area, and (b) none of the Optionee’s employment with members of the Company Non-Compete Group or any Affiliateof their Affiliates shall serve as an officer, as the case may bedirector, such Optionee will not directly partner, member, employee, consultant, contractor, joint venturer, or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ agent of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Businessown, 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 individual, partner, shareholder, officer, director, principalpartner, agentmember, trustee employee, consultant, contractor, joint venturer, stockholder, or consultantagent 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 in Restricted Activities in the Restricted Area as of the date when MEP would become a director of such Person; provided, however, that, if MEP becomes a director of such Person, and such Person subsequently engages in Restricted Activities, MEP shall recuse himself from participation in the activities of the board of directors of such Person on all matters in connection with the Restricted Activities of such Person, (ii) the Non-Compete Group may make passive investments in a class of equity securities of any Person that is engaged in Restricted Activities in the Restricted Area, so long as such investment does not exceed with respect to any Person in the aggregate for all of the members of the Non-Compete Group and any of their Affiliates five percent (5%) of the voting power of the voting equity securities of such Person or five percent (5%) of the outstanding equity securities of such Person, (iii) the Non-Compete Group may own, operate, invest in, manage, re-develop and lease Oak Ridge Mall and the properties being conveyed to CIT pursuant to the Exchange Agreement, (iv) interfere with business relationships (whether formed before or after the date Non-Compete Group may engage in activities that are directly related to the operation of this Award Agreement) between the Company or any of its Affiliates hotels and customersconvention centers, suppliers, Partners, members or investors of the Company or its Affiliates or (v) disparage if the CompanyNon-Compete Group engages in Restricted Activities within an area, its Directors, Officers or controlling stockholders. Notwithstanding which was not a Restricted Area prior to the foregoingtime of such engagement, the Optionee may, directly or indirectly own, solely as Non-Compete Group shall be permitted to engage in such Restricted Activities within such area and (vi) if the Non-Compete Group makes an investment, 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 business 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 Company or its Affiliates which are publicly traded on a national or regional stock exchange or on voting power of the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member voting equity securities of a group which controls, such Person and or five percent (ii5%) does not, direct or indirectly, own 5% or more of any class of the outstanding equity securities of such Person. (b) It is expressly understood and agreed that although Optionee and Company consider . Without limiting the restrictions contained in generality of this Section 7 and paragraph, during the following Section 8 to be reasonable, if a final judicial determination is made by a court Restricted Period no member of competent jurisdiction that the time or territory Non-Compete Group or any other restriction contained of 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 Affiliates of such person or entity) engage in this Award Agreement is an unenforceable restriction against Optionee, Restricted Activities in the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinRestricted Area.

Non-Competition. (a) In consideration A. Executive acknowledges and recognizes the highly competitive nature of the Company’s grant busi-ness of this Option, the Optionee agrees that for as long as the Optionee is employed by the Company and until that he provides essential and unique services to the first anniversary of Company. Accordingly, despite that the date of terms contained herein may limit Executive's ability to engage in certain business pursuits during the Restricted Period (as defined below), Executive hereby agrees as follows: During the Term and for the period ending three years following the termination of the Optionee’s Term and Executive's employment with the Company for any reason other than an involuntary termination without Cause or a voluntary resignation by Executive, each within one (1) year of a Change of Control (as defined herein) of the Company (the "Restricted Period"), Executive will not, whether on Executive's own behalf or on behalf of or in conjunction with any Affiliateperson, as the case may befirm, such Optionee will not partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever ("Person"): (I) become an officer, director, joint venturer, employee, agent, consultant or five percent (5%) or more shareholder (either directly or indirectly) of, (i) engage or promote, provide services to or assist in any business that operates a telematics business that is seeking to provide automotive manufacturers way, any person or entity which directly competes with an integrated hardware and service package that competes directly with the any business of the Company or any of its Subsidiaries at affiliates in which the time Company or such affiliates are engaged as of the date of Executive's termination of employment with the Company, and which constitutes, on a consolidated basis, at least ten percent (10%) of the Company's revenues (hereinafter, engage in a "Competing Business"). Executive acknowledges that such Optionee’s employmentrestriction may limit his ability to engage in certain business pursuits during the Restricted Period, but also acknowledges that the Company has provided significantly higher remuneration and benefits from the Company, as provided herein, than that which he otherwise would have received to adequately compensate him for such restriction. Executive has had an opportunity to consult with an attorney with respect to these restrictions; (a “Competitive Business”), (iiII) enter the employ ofinterfere with, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved attempt to interfere with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before before, on or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, clients, suppliers, Partnerspartners, members or investors of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Person. (b) B. It is expressly understood and agreed that although Optionee Executive and the Company consider the restrictions contained in this Section 7 and the following Section 8 Paragraph 10 to be reasonable, if a final judicial determination is made by an arbitrator or arbitrators, or by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against OptioneeExecutive, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory terri-tory and to such maximum extent as such court may judicially determine or d▇▇▇▇▇▇▇▇ ▇r indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction restric-tion contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition. The Seller and the Equity Holders are familiar with the trade secrets related to the Business and with other Confidential Information concerning the Business, including all (a) 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. The Seller and the Equity Holders acknowledges and agrees that the Business would be irreparably damaged if such Party were to directly or indirectly provide services to any Person competing with the Business or engaging in a similar business and that such direct or indirect competition by any such Party would result in a significant loss of goodwill by the Business. In further consideration for the Buyer’s payment of the Company’s grant Purchase Price under this Agreement (in respect of this Optionwhich payment the Equity Holders and the Seller expressly acknowledges that he or it derives a substantial and direct benefit), and in order to protect the value of the Business acquired by the Buyer hereunder (including the goodwill inherent in the Business as of the date hereof), the Optionee Seller and the Equity Holders hereby agrees that for as long as during the Optionee is employed by period commencing on the Company Closing Date and until ending on the first third (3rd) anniversary of the date of termination of Closing Date (the Optionee’s employment with the Company or any Affiliate, as the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive BusinessNon-Competition Period”), (ii) enter the employ such Party shall not acquire or hold any economic or financial interest in, act as a partner, member, stockholder, or representative of, or render any services to, or otherwise operate or hold an interest in any Person engaged (other than the Seller, Restaurant Coverage Associates, Inc., Risk Control Associates, Inc. and RCA of New England, Inc.) having any location in a Competitive Businessany county in which the Business or the Buyer conducts operations, (iii) acquire a financial interest which entity, enterprise or other Person primarily engages in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee any business that competes with the Business or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged operates in the business industry; provided, however, that nothing contained herein shall be construed to prohibit any such Party from purchasing up to an aggregate of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee two percent (i2%) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of the outstanding voting securities of such Person. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement Person whose securities are listed on a national securities exchange (but only if such investment is an unenforceable restriction against Optioneeheld on a purely passive basis). Notwithstanding the forgoing, the provisions of this Award Agreement shall not be rendered void but no Equity Holder shall be deemed amended required to apply as divest their equity interest in any currently owned investment including but not limited to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. AlternativelyFirst Jersey Casualty Insurance Company, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceableBorges, and such restriction cannot be amended so as to make it enforceableHanlon, such finding shall not affect the enforceability of any of the H▇▇▇▇ & G▇▇▇▇▇ and/or other restrictions contained hereinRCA related Affiliates.

Non-Competition. (a) In consideration Upon any termination of Executive’s employment hereunder, other than a termination, (whether voluntary or involuntary) in connection with a Change in Control, as a result of which the Bank is paying Executive benefits under Section 6 of this Agreement, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination within twenty-five (25) miles of any existing branch of the Company’s grant of this Option, the Optionee agrees that for as long as the Optionee is employed by the Company and until the first anniversary of the date of termination of the Optionee’s employment with the Company Bank or any Affiliate, as the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business subsidiary of the Company or its Subsidiaries at within twenty-five (25) miles of any office for which the time Bank, the Company or a Bank subsidiary of termination the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such Optionee’s employmenttermination, (except as agreed to pursuant to a “Competitive Business”)resolution duly adopted by the Board. Executive agrees that during such period and within said area, (ii) enter the employ ofcities, towns and counties, Executive shall not work for or render any services toadvise, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, consult or otherwise become actively involved serve with, any person engaged in a Competitive Business, directly or indirectly, as an individualany entity whose business materially competes with the depository, partner, shareholder, officer, director, principal, agent, trustee lending or consultant, (iv) interfere with other business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors activities of the Company or its Affiliates or (v) disparage Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its Directorsbusiness and property in the event of Executive’s breach of this Subsection 11(a) agree that in the event of any such breach by Executive, Officers the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive’s partners, agents, servants, employers, employees and all persons acting for or controlling stockholderswith Executive. Executive represents and admits that Executive’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of her employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive). Notwithstanding the foregoing, the Optionee mayExecutive may disclose any knowledge of banking, directly financial and/or economic principles, concepts or indirectly own, ideas which are not solely as an investment, securities of any Person engaged in and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company or its Affiliates which are is otherwise publicly traded on a national or regional stock exchange or on available. In the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member event of a group which controls, such Person and (ii) does not, direct breach or indirectly, own 5% or more threatened breach by Executive of any class of securities of such Person. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not Section, the Bank will be rendered void but shall be deemed amended entitled to apply as an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such maximum time and territory and to such maximum extent as such court may judicially determine knowledge, in whole or indicate in part, has been disclosed or is threatened to be enforceabledisclosed. AlternativelyNothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, if any court including the recovery of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereindamages from Executive.

Non-Competition. For so long as an Investor or its Affiliated Funds has a right to designate a Representative to the ▇▇▇▇▇▇▇ Holdings Board, the TNC Supervisory Board or as an AlpInvest Observer, such Investor and its respective Affiliates, all Persons Controlled by that Investor or by any of that Investor’s Affiliates and any “group” (aas determined under Section 13(d)(3) In consideration of the Company’s grant Exchange Act) of this Option, the Optionee agrees that for as long as the Optionee is employed by the Company and until the first anniversary of the date of termination of the Optionee’s employment with the Company or any Affiliate, as the case may be, which such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company Investor or any of its Affiliates and customersis a member will be prohibited from owning, suppliersmanaging, Partnersoperating, members controlling or investors of participating in the Company ownership, management, operation or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities control of any Person engaged listed in Schedule 10 hereto (as such Schedule may be amended from time to time by the business ▇▇▇▇▇▇▇ Holdings Board, a “Named Competitor”), unless consented to by the ▇▇▇▇▇▇▇ Holdings Board, provided that: 10.3.1 This Article 10.3 shall not prohibit any Person from acquiring or holding a passive investment in any Named Competitor, which (a) does not represent more than 5% of the Company aggregate amount of equity invested in that Named Competitor, (b) does not entitle the holder to more than 5% of any pro rata distribution of profits or its Affiliates which are publicly traded capital made by that Named Competitor, (c) does not entitle the holder to exercise more than 5% of the votes exercisable at a general meeting of shareholders of that Named Competitor, (d) does not include and is not otherwise combined with any entitlement to appoint any directors, officers, observers or other representatives to any body or committee of that Named Competitor or any Affiliate of that Named Competitor (and no director, employee or other representative of the Investor concerned or any Affiliate of that Investor holds any position on any such body or committee as a national or regional stock exchange or on the over-the-counter market if the Optionee matter of fact), and (ie) is not a controlling Person of, in any way subject to any agreement or a member arrangement made between the Investor concerned or any Affiliate of a group which controls, such that Person and any other shareholder of or investor in that Named Competitor; 10.3.2 This Article 10.3 shall not prohibit any Investor which is a fund of funds to make or hold a non-Controlling investment in a fund which in turn has an investment in a Named Competitor or otherwise engages in an activity that would constitute a breach of this Article 10.3 if that fund was an Investor; and 10.3.3 In the event that an Investor or an Affiliate of an Investor acts in breach of this Article 10.3: (iia) does not, direct or indirectly, own 5% or more of any class of securities of Article 10.2.2 shall apply mutatis mutandis to the Investor concerned and to all other Investors which are Affiliated with that Investor (treating such Person.Named Competitor as a Competing Enterprise thereunder); and (b) It To the extent that the occurrence of such breach is expressly understood not reasonably within the control of the Investor concerned, any of its Affiliates or any person Controlled by that Investor or by any of that Investor’s Affiliates, no other remedies shall be available to the other Parties. In all other circumstances, unless such breach is promptly (and agreed that although Optionee in any event within three (3) Business Days following its occurrence) and Company consider completely cured by the restrictions contained Investor or Investors concerned, the Investor or Investors concerned shall be considered in material breach of this Section 7 Agreement and liable for all damages resulting therefrom, and the following Section 8 to be reasonableother Parties may seek specific enforcement or injunctive relief against such Investor or Investors, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinaccordance with Article 11.8.

Non-Competition. (a) In consideration The parties understand and agree that this Agreement is entered into in connection with the Merger. The parties further understand and agree that Employee is a key and significant member of the Company’s grant of this Option, the Optionee agrees that for as long as the Optionee is employed by the Company and until owns a significant equity interest in the first anniversary Company. In addition, the parties understand that prior to the Merger, the Company was engaged in the Business (as defined below) in each of the date of termination fifty states of the Optionee’s United States (together with its territories and possessions and the District of Columbia) and Canada. (The United States and Canada shall hereafter be referred to as the "Geographic Scope of the Business.") Employee further acknowledges that Subsidiary and Endosonics following the Merger will continue conducting such business in all parts of the Geographic Scope of the Business. The parties expressly acknowledge and agree that the non-competition provisions contained in this Agreement are permissible and enforceable pursuant to the provisions of applicable law. (b) During the period commencing on the Closing Date (as defined in the Merger Agreement) of the Merger and ending the earlier of six months after Employee's cessation of employment with Endosonics and 12 months after the Company or any AffiliateClosing Date (the "Restricted Period"), as without the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business prior written consent of the Company or its Subsidiaries at the time Chief Executive Officer of termination of such Optionee’s employmentEndosonics, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, Employee shall not either as an individualindividual or as an employee, agent, consultant, advisor, independent contractor, general partner, shareholder, officer, director, principal, agent, trustee shareholder or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities investor of any Person engaged in the business of the Company person, firm, corporation, partnership or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee other entity: (i) is not a controlling Person ofparticipate or engage in the design, development, manufacture, production, marketing, sale or servicing of any product, or a member the provision of a group which controlsany service, such Person that directly relates to the functional testing in the cardiac catheter laboratory utilizing flow and/or pressure sensor based angioplasty guide wires and corresponding instrumentation (the "Business") in the United States or Canada; (ii) does not, direct induce or indirectly, own 5% or more of attempt to induce any class of securities person who at the time of such Person.inducement is an employee of Subsidiary or Endosonics to perform work or services for any other person or entity other than Subsidiary or Endosonics; or (biii) It is expressly understood and agreed that although Optionee and Company consider permit the restrictions contained in this Section 7 and the following Section 8 name of Employee to be reasonableused in connection with a business or endeavor that competes with the Business, if a final judicial determination is made by a court of competent jurisdiction that either in whole or in part, anywhere in the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any Geographic Scope of the other restrictions contained hereinBusiness.

Non-Competition. (a) In consideration of the Company’s grant of this Option, the The Optionee covenants and agrees that for as long as the Optionee is employed by the Company and until the first anniversary of the date of termination of during the Optionee’s employment with Employment and for a period of twelve (12) months (and such period shall be tolled on a day-to-day basis for each day during which the Company or any Affiliate, as the case may be, such Optionee will not directly or indirectly, (i) engage participates in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business activity in violation of the Company or its Subsidiaries restrictions set forth in this Section 5(a)) following the Optionee’s termination of Employment, whether such termination occurs at the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors insistence of the Company or its Affiliates or the Optionee (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoingfor whatever reason), the Optionee maywill not, directly or indirectly indirectly, alone or in association with others, anywhere in the Territory (as defined below), own, solely manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an investmentofficer, securities employee, investor, principal, joint venturer, shareholder, partner, director, consultant, agent or otherwise with, or have any financial interest (through stock or other equity ownership, investment of capital, the lending of money or otherwise) in, any Person engaged business, venture or activity that directly or indirectly competes, or is in planning, or has undertaken any preparation, to compete, with the business Business of the Company or any of its Immediate Affiliates which are publicly traded on (any Person who engages in any such business venture or activity, a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of“Competitor”), or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Person. (b) It is expressly understood and agreed except that although Optionee and Company consider the restrictions nothing contained in this Section 7 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 the following Section 8 to be reasonablecrafts, if a final judicial determination is made by a court of competent jurisdiction or framing specialty retailer or wholesaler providing materials, ideas and education for creative activities, or framing, as well as any other business that the time or territory Company or any other restriction contained in 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 and services (aggregated with the gross receipts derived from the retail and wholesale sale of such products or any related business, venture or activity) are less than ten percent (10%) of the aggregate gross receipts of such businesses, ventures or activities. For purposes of this Award Agreement is an unenforceable restriction against OptioneeSection 5(a), the provisions “Territory” is comprised of those states within the United States, those provinces of Canada, and any other geographic area in which the Company or any of its Immediate Affiliates was doing business or actively planning to do business at any time during the Optionee’s Employment, or with respect to the Optionee’s obligations following his or her termination of Employment the twelve (12) months immediately preceding the Optionee’s termination of Employment. For purposes of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. AlternativelySection, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any “Immediate Affiliates” means those Affiliates which are one of the other restrictions contained hereinfollowing: (i) a direct or indirect subsidiary of the Company, (ii) a parent to the Company or (iii) a direct or indirect subsidiary of such a parent.

Non-Competition. (ai) In consideration of the Company’s grant of this Option, the Optionee agrees that for as For so long as it or any of its subsidiaries is the Optionee is employed by Advisor (as defined in the Advisory Agreement, dated July 1, 1996, as amended, between the Company and until the first anniversary Advisor) and the Manager (as defined in the Management Agreements, dated July 1, 1996, as amended, between the Company (or the subsidiary of the date of termination Company which is the owner of the Optionee’s employment with applicable property) and the Company or Manager) of the Centers, neither WHL nor any Affiliateof its subsidiaries shall acquire, as the case may be, such Optionee will not directly or indirectly, (i) engage any ownership interest in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with shopping center properties or power centers in the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, United States (a “"Competitive Business”)") or own an interest in, (ii) enter the employ ofas a partner, member, stockholder, co-venturer or render any services tootherwise, any Person engaged corporation, company, partnership, firm, association, enterprise or other entity that owns any ownership interest in a Competitive Business, except in accordance with this Section 4, PROVIDED that nothing contained in this Section 4 shall prohibit or restrain WHL or any of its subsidiaries or Affiliates from (A) owning any interest in Westfield America Trust or the Company, (B) acquiring shares of capital stock or other equity interests in any entity where such shares or interests represent a minority interest of 5% or less of such entity's outstanding capital stock or equity interests, PROVIDED that such entity is not controlled by WHL or any such subsidiary and employees of the Westfield Group do not serve as an executive officer, director, manager or advisor to such entity, (C) acquiring indebtedness of any person, (D) acquiring by asset purchase, stock purchase, merger, consolidation or otherwise of any corporation, partnership or other business entity (each an "Entity") partially engaged in the Competitive Business, PROVIDED that such activities relating to the Competitive Business do not exceed 5% of the revenues or net equity of such Entity or such Entity disposes of such Competitive Business within one year of such acquisition, or (E) acquiring any interest in airport projects or the retail portions thereof. (ii) If WHL or any of its subsidiaries shall be presented with the opportunity to acquire any Competitive Business which would be subject to the restriction in clause (i) above, WHL shall ensure that such opportunity is presented to the Board of Directors of the Company. If for any reason a majority of the Independent Directors of the Board of Directors of the Company (or if the Company does not have a majority of Independent Directors, a majority of Independent Directors of the Board of Directors of WAT) shall elect not to pursue such opportunity, then WHL or its subsidiary shall be permitted to attempt to acquire such Competitive Business. (iii) In no event shall the foregoing be deemed to permit WHL or any of its subsidiaries to acquire a financial interest inregional shopping center which directly competes with any regional shopping center then owned by the Company or its subsidiaries and which is within the primary market area of any such shopping center ( a "Competing Mall"), PROVIDED that the foregoing restriction shall not be deemed to be violated if WHL or otherwise become actively involved withits subsidiaries shall acquire, any person engaged in a Competitive Business, either directly or indirectly, as an individuala Competitive Business which owns, partneramong other properties, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such PersonCompeting Mall. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein."

Non-Competition. (a) In consideration of At no time between the Company’s grant date of this Option, the Optionee agrees that for as long as the Optionee is employed by the Company Agreement and until the first anniversary of the date of termination hereof (the “Restrictive Period”) shall Executive, without the prior written consent of the Optionee’s employment with the Company or any Affiliate, as the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive BusinessCompany, directly or indirectly, in any capacity whatsoever, either on her own behalf or on behalf of any other person or entity with whom she may manage, control participate in, consult with, render services for or be employed or associated, compete with the Company, its parents (including, without limitation, Addus HomeCare), its subsidiaries or affiliates (collectively, the “Addus HealthCare Group”) with respect to the provision of home care services of the type and nature that the Addus HealthCare Group provides, any other business activity in which the Addus HealthCare Group is engaged, or any program or service which is under active development or proposed to be performed by the Addus HealthCare Group, each as an individualof the Notice Date (collectively, partnerthe “Business”), shareholderin any of the following described manners: (i) Engage in, officerassist or have any interest in, directoras principal, principalconsultant, advisor, agent, trustee financier or consultantemployee, any business entity which is, or which is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group, within a geographic radius of thirty (iv30) interfere with miles from any Addus HealthCare Group branch office; (ii) Solicit or accept any business relationships (whether formed before or after help any other person solicit or accept any business) from any person or entity which on the date of this Award AgreementAgreement is a customer of the Addus HealthCare Group or which during the Restrictive Period becomes a customer of the Addus HealthCare Group; (iii) between Solicit, induce or retain (or help any other person solicit, induce or retain) any current or former employee of the Company Addus HealthCare Group to become associated with, or to perform services on behalf of, Executive or any third party, or otherwise disrupt, impair, damage or interfere with Addus HealthCare Group’s relationships with its employees (for purposes of its Affiliates and customersthis Section 7(a)(iii), suppliers, Partners, members or investors a “former” employee of the Company Addus HealthCare Group shall be one who left his or its Affiliates her employment within six months prior to such solicitation, inducement or retention); or, (viv) disparage the CompanyInduce or attempt to induce (or help any other person induce or attempt to induce) any customer, its Directorsreferral source, Officers supplier, vendor, licensee or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged in the other business relation of the Company Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or its Affiliates which are publicly traded on a national in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or regional stock exchange or business relation, on the over-the-counter market if one hand, and the Optionee (i) is not a controlling Person ofAddus HealthCare Group, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Personon the other hand. (b) It is expressly understood and agreed Notwithstanding the foregoing provisions, nothing herein shall prohibit Executive from owning 1% or less of any securities of a competitor, if such securities are listed on a nationally recognized securities exchange or traded over-the-counter. (c) If, at the time of enforcement of this Section 7, a court or arbitrator holds that although Optionee and Company consider the restrictions contained in this Section 7 and stated herein are unreasonable under the following Section 8 circumstances then existing, the Parties agree that the maximum period, scope or geographic area reasonable under such circumstances determined to be reasonable, if a final judicial determination is made reasonable under the circumstances by a such court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but arbitrator shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine substituted for the stated period, scope or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinarea.

Non-Competition. (a) In consideration of the Company’s grant of this Option, the Optionee agrees I acknowledge that for as long as the Optionee is employed employment by the Company will give me access to the Confidential Information, and until the first anniversary that my knowledge of the date of termination of the Optionee’s employment with Confidential Information will enable me to put the Company at a significant competitive disadvantage if I am employed or any Affiliate, as the case may be, such Optionee will not directly engaged by or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged become involved in a Competitive Business. Accordingly, (iii) acquire a financial interest induring the Employment Period and for one year after the Termination Date, or otherwise become actively involved with, any person engaged in a Competitive BusinessI will not, directly or indirectly, individually or in partnership or in conjunction with any other person or entity other than the Company: (i) be engaged in any manner whatsoever, including, without limitation, either individually or in partnership, jointly or in conjunction with any other person, or as an individualemployee, partnerconsultant, shareholder, officer, directoradviser, principal, agent, trustee member, or proprietor in any Competitive Business anywhere within any state, province, county, or city in the United States in which the Company conducts business as of the Termination Date or conducted business within the one-year period prior to Termination Date (the “Restricted Area”); (ii) be engaged in any manner whatsoever, including, without limitation, either individually or in partnership, jointly or in conjunction with any other person, or as an employee, consultant, adviser, principal, agent, member or proprietor in any Competitive Business anywhere in the Restricted Area in a capacity in which the loyal and complete fulfilment of my duties to that Competitive Business would (ivi) interfere with business relationships inherently require that I use, copy or transfer Confidential Information, or (whether formed before ii) make beneficial any use, copy or after transfer the date Confidential Information; or (iii) advise, invest in, lend money to, guarantee the debts or obligations of, or otherwise have any other financial or other interest (including an interest by way of royalty or other compensation arrangements) in or in respect of any person which carries on a Competitive Business anywhere in the Restricted Area. The restriction in this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors Section 2 will not prohibit me from holding not more than 5% of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities issued shares of a public company listed on any Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional recognized stock exchange or traded on any bona fide “over the over-the-counter counter” market if anywhere in the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Personworld. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition. (a) In consideration Each of Triangle, Shareholder and Subsidiary acknowledge that in and as a result of its ownership of the Company’s grant Assets or other interest in Triangle or Subsidiary, it has made use of, acquired, and/or added to confidential information of this Optiona special and unique nature deriving independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use (specifically excluding any information generally available to the public at large or disclosed by Buyer to third parties or any information disclosed because Triangle, Shareholder, or Subsidiary has a legal obligation to make such disclosure). Such information is hereinafter referred to as "Confidential Information" and includes, without limitation, the Optionee following information: customers, vendors, products, systems, data files, manuals, confidential reports, the amounts paid by or to customers, licensers, licensees, and vendors, the amounts paid for products and services, and other trade secrets and information Triangle, Shareholder, or Subsidiary knows or has reason to know, or will know or have reason to know, Buyer intends or expects to remain confidential. As a material inducement to Buyer to enter into this Agreement, each of Triangle, Subsidiary and Shareholder covenants and agrees that it shall not from and after the Closing and for as long as a period of five (5) years following the Optionee Closing Date, divulge or disclose for any purpose whatsoever any Confidential Information except to the extent such information is employed or becomes generally available to the public at large or disclosed by Buyer to third parties or any information disclosed because Seller, the Company Subsidiary or Shareholder has a legal obligation to make such disclosure. Notwithstanding the foregoing, Seller, Triangle and until Shareholder may reveal Confidential Information to the first anniversary of extent reasonably necessary to determine amounts due ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ pursuant to the TriEnda Agreement, or to enforce rights under the TriEnda Agreement, including furnishing such information to investment bankers, appraisers, lawyers, accountants, courts and arbitrators. (b) During the five year period following the date of termination this Agreement, each of the Optionee’s employment Triangle, Shareholder and Subsidiary shall not, except as may be required by law or as may be done with the Company or any AffiliateBuyer's written consent, as the case may be, such Optionee will not directly or indirectly, either as a shareholder, member, principal, co-partner, agent, financier, lender, consultant, manager or in any other individual or representative capacity whatsoever (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly activities competitive with the Business or the pallet logistics or refurbishing business in the United States of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”)America, (ii) enter solicit, serve, divert or assist any person in so soliciting, servicing or diverting any customers or vendors of Buyer or any of its affiliates to the employ of, or render any services to, any Person engaged extent such actions are related to the Business in a Competitive Businessthe United States of America, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after solicit the date employment of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members the employees of Triangle or investors Subsidiary that are employed by Buyer pursuant to this Agreement. The foregoing shall not apply to the activities of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member Shareholder with respect to his actions on the Board of a group which controls, such Person Directors of Alloyd Incorporated and (ii) does notany entity of which Triangle, direct Subsidiary or indirectly, own 5% any Triangle Shareholder owns or more beneficially owns less than ten percent (10%) of any class of securities of such Personthe outstanding voting power. (bc) It is expressly understood Buyer and agreed each of Triangle, Shareholder and Subsidiary each agree that although Optionee the terms and Company consider the restrictions covenants contained in this Section 7 7.12 herein are fair and reasonable in all respects to protect the following legitimate interests of Buyer, including the geographical coverage and time period, and that these restrictions are designed for the reasonable protection of Buyer's business. Each of Triangle, Shareholder and Subsidiary recognize that any breach of this Section 8 7.12 will cause irreparable injury to be reasonablethe goodwill and proprietary rights of Buyer, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or inadequately compensable in monetary damages. Accordingly, in addition to any other restriction contained legal or equitable remedies that may be available to the Buyer, each of Triangle, Shareholder and Subsidiary agree that Buyer will be able to seek to obtain immediate injunctive relief in the form of a temporary restraining order, preliminary injunction, or permanent injunction against each of Seller, Shareholder and Subsidiary to enforce this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinAgreement.

Non-Competition. (a) A. Employee acknowledges that the services rendered to the Schools prior to the purchase and the knowledge obtained as a result of such services and such employment were of a special and unusual character and have a unique value to the Schools. In consideration view of the Company’s grant unique value of the services, and as a material inducement to EMI and Acquisition to enter into this OptionAgreement and to pay to her the consideration referred to below, the Optionee Employee covenants and agrees that for as long as she will not, after the Optionee is employed by the Company and until the first anniversary effective date of the date of termination of the Optionee’s employment with the Company or any Affiliate, as the case may be, such Optionee will not directly or indirectly, Purchase (i) directly or indirectly engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business anywhere within 50 miles of the Company boundaries of the state of New Hampshire (the "Area") if such business teaches courses similar to those taught by EMI or its Subsidiaries at Acquisition or any affiliate or subsidiary of EMI ("Affiliate") in the time state of termination of such Optionee’s employment, New Hampshire (a “Competitive Business”"Prohibited Activities"), ; (ii) enter the employ ofbecome associated as manager, supervisor, employee, consultant, advisor, or render stockholder owning more than 5% of the outstanding stock of a company or participate in the management or direction of a company or otherwise with any services toperson, any Person engaged corporation or entity engaging in a Competitive Business, Prohibited Activities anywhere within the Area; (iii) acquire a financial interest incall upon any of Acquisition's, EMI's or any of EMI's subsidiary schools' students, teachers or referral sources for the promotion of any Prohibited Activities for any person, corporation, or otherwise become actively involved withother entity within the Area, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before divert, solicit or after the date take away any student or referral source of this Award Agreement) between the Company Acquisition's, EMI's or any of its Affiliates EMI's subsidiary schools located in the Area. B. Employee covenants and customersagrees that, suppliers, Partners, members or investors if she shall violate any of the Company covenants or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Person. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions agreements contained in this Section 7 2, EMI and/or Acquisition shall be entitled to an accounting and repayment of all profits, compensation, commissions, remuneration, or benefits which she directly or indirectly has realized and/or may realize as a result of, growing out of, or in connection with any such violation; such remedy shall be in addition to and not in limitation of any injunctive relief or other rights or remedies to which EMI and/or Acquisition may be entitled at law or in equity or under this Agreement. C. Employee has carefully read and considered the provisions of this Section and Section 1, and having done so, agrees that the restrictions set forth (including but not limited to the time period of restriction and the following areas of restriction) are fair and reasonable and are reasonably required for the protection of the interests of EMI, Acquisition, its officers, directors, and other employees. D. In the event that, notwithstanding the foregoing, any of the provisions of this Section 8 or Section 1 shall be held to be reasonableinvalid or unenforceable, if the remaining provisions thereof shall nevertheless continue to be valid and enforceable as though invalid or unenforceable parts had not been included therein. In the event that any provision of this Section relating to time period and/or areas of restriction shall be declared by a final judicial determination is made by panel of arbitrators or a court of competent jurisdiction that if such court refuses to refer such matter to arbitration, to exceed the maximum time period or territory areas such panel or any other court deems reasonable and enforceable, said time period and/or areas of restriction contained in this Award Agreement is an unenforceable restriction against Optioneeshall be deemed to become, and thereafter be, the maximum time period and/or area which such panel or court deems reasonable and enforceable. E. With respect to the provisions of this Award Agreement shall not Section, Employee agrees that damages, by themselves, are an inadequate remedy at law, that a material breach of the provisions of this Section would cause irreparable injury to the aggrieved party, and that the provisions of this Section 2 may be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine specifically enforced by injunction or indicate to be enforceable. Alternatively, if similar remedy in any court of competent jurisdiction finds without affecting any claim for damages, provided that any restriction contained such injunction shall either be preliminary in nature, enjoining such activity pending the outcome of arbitration as provided for in Section 4 of this Award Agreement is unenforceableAgreement, and such restriction cannot or be amended so as to make it enforceable, such finding shall not affect the enforceability of any in assistance of the other restrictions contained herein.final determination of the arbitrators as provided for in such Section. Employee agrees that such injunction may be issued without the necessity of bond. CONSIDERATION

Non-Competition. (a) In consideration of the Company’s grant of this Option, the The Optionee covenants and agrees that for as long as the Optionee is employed by the Company and until the first anniversary of the date of termination of during the Optionee’s employment with Employment and for a period of twelve (12) months (and such period shall be tolled on a day-to-day basis for each day during which the Company or any Affiliate, as the case may be, such Optionee will not directly or indirectly, (i) engage participates in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business activity in violation of the Company or its Subsidiaries restrictions set forth in this Section 5(a)) following the Optionee’s termination of Employment, whether such termination occurs at the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors insistence of the Company or its Affiliates or the Optionee (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoingfor whatever reason), the Optionee maywill not, directly or indirectly indirectly, alone or in association with others, anywhere in the Territory (as defined below), own, solely manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an investmentofficer, securities employee, investor, principal, joint venturer, shareholder, partner, director, consultant, agent or otherwise with, or have any financial interest (through stock or other equity ownership, investment of capital, the lending of money or otherwise) in, any Person engaged business, venture or activity that directly or indirectly competes, or is in planning, or has undertaken any preparation, to compete, with the business Business of the Company or any of its Immediate Affiliates which are publicly traded on (any Person who engages in any such business venture or activity, a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of“Competitor”), or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Person. (b) It is expressly understood and agreed except that although Optionee and Company consider the restrictions nothing contained in this Section 7 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 the following Section 8 to be reasonablecrafts specialty retailer providing materials, if a final judicial determination is made by a court of competent jurisdiction ideas and education for creative activities, as well as any other business that the time or territory Company or any other restriction contained in 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 sale of arts and crafts products (aggregated with the gross receipts derived from the retail sale of arts and crafts projects of any related business, venture or activity) are less than ten percent (10%) of the aggregate gross receipts of such businesses, ventures or activities. For purposes of this Award Agreement is an unenforceable restriction against OptioneeSection 5(a), the provisions “Territory” is comprised of those states within the United States, those provinces of Canada, and any other geographic area in which the Company or any of its Immediate Affiliates was doing business or actively planning to do business at any time during the Optionee’s Employment, or with respect to the Optionee’s obligations following his or her termination of Employment the twelve (12) months immediately preceding the Optionee’s termination of Employment. For purposes of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. AlternativelySection, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any “Immediate Affiliates” means those Affiliates which are one of the other restrictions contained hereinfollowing: (i) a direct or indirect subsidiary of the Company, (ii) a parent to the Company or (iii) a direct or indirect subsidiary of such a parent.

Non-Competition. (a) In consideration of 2.7.1 During the Company’s grant of this OptionTerm, the Optionee agrees that for as long as the Optionee is employed by the Company and until the first anniversary of the date of termination of the Optionee’s employment with the Company or any Affiliate, as the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Businessneither Party shall, directly or indirectly, Commercialize a Competing Product in the Territory. 2.7.2 If Syndax or any of its Affiliates, acquires, is acquired by, merges with, or otherwise enters into a combination with, an entity that owns or has a license or other right to, a Competing Product, then Syndax and/or its Affiliates (or the surviving or acquiring entity, as applicable) shall have the right to commercialize such Competing Product in the Territory provided that Syndax or its Affiliate (or the surviving or acquiring entity, as applicable) notifies KHK of such Competing Product in writing no later than the Required Notice Date (as defined below) and thereafter performs one of the following acts: (i) divest such Competing Product on a country-by-country basis and notify KHK in writing of such divestiture; provided that an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere agreement with business relationships (whether formed before or a Third Party for such divestiture shall be completed within *** after the date Required Notice Date; or (ii) establish *** to ensure that *** who are *** (A) are *** and (B) are not ***. For the avoidance of this Award Agreementdoubt, in no event shall Syndax or its Affiliates (or the surviving or acquiring entity, as applicable) between be entitled to use any Confidential Information of KHK for any other purpose (including the Company research, development or commercialization of such Competing Product) than the purposes permitted under Article 14. 2.7.3 If KHK or any of its Affiliates acquires, is acquired by, merges with, or otherwise enters into a combination with, an entity that owns or has a license or other right to a Competing Product, then KHK and/or its Affiliates (or the surviving or acquiring entity, as applicable) shall have the right to commercialize such Competing Product in the Territory provided that KHK or its Affiliate (or the surviving or acquiring entity, as applicable) notifies Syndax of such Competing Product in writing no later than the Required Notice Date (as defined below) and customers, suppliers, Partners, members or investors thereafter performs one of the Company following acts: (i) divest such Competing Product on a country-by-country basis and notify Syndax in writing of such divestiture; provided that an agreement with a Third Party for such divestiture shall be completed within *** after the Required Notice Date; or (ii) immediately terminate this Agreement (in which case the notice delivered above shall be deemed to be a notice of termination). For the avoidance of doubt, in no event shall KHK or its Affiliates (or the surviving or acquiring entity, as applicable) be entitled to use any Confidential Information of Syndax for any other purpose (vincluding the research, development or commercialization of such Competing Product) disparage than the Companypurposes permitted under Article 14. 2.7.4 As used herein, its Directors, Officers or controlling stockholders. Notwithstanding “Required Notice Date” means the foregoing, date that is *** prior to the Optionee may, directly or indirectly own, solely as an investment, securities *** of any Person engaged ***; provided that the Required Notice Date shall in no event be *** the business *** following the consummation of the Company transaction described in Section 2.7.2 or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of2.7.3, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Personas applicable. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition. (a) In consideration For a period of five (5) years from the Company’s grant Closing, Seller shall not, and shall cause each of this Optionits Affiliates not to, the Optionee agrees that for as long as the Optionee is employed by the Company and until the first anniversary of the date of termination of the Optionee’s employment with the Company or any Affiliate, as the case may be, such Optionee will not (i) directly or indirectly, develop, market or sell products in the United States similar in type to the Life & Annuity Contracts and the type of products sold by the Investment Adviser Subsidiaries or Broker/Dealer Subsidiaries immediately prior to the Closing Date, (ii) establish in the United States any new business which engages in the activities described in the preceding clause (i) or (iii) license, transfer or otherwise convey in the United States any trademark of Seller or any of its Affiliates used by the Acquired Companies prior to the Closing to any person that has indicated an intention to or is reasonably likely to engage in any business such activities (the activities described in clauses (i)-(iii), “Competitive Activities”). (b) Notwithstanding anything to the contrary contained in this Section 4.20, Buyer hereby agrees that operates the foregoing covenant shall not be deemed to be breached as a telematics business that is seeking to provide automotive manufacturers with an integrated hardware result of: (i) the development, marketing or sale of products of a type not sold by the Acquired Companies (including the Investment Adviser Subsidiaries and service package that competes directly with the business of the Company or its Subsidiaries Broker/Dealer Subsidiaries) at the time of termination of such Optionee’s employment, (a “Competitive Business”), the Closing; (ii) enter Competitive Activities conducted by Talbot Financial Corporation and its subsidiaries at the employ of, or render any services to, any Person engaged in a Competitive Business, time of the Closing; (iii) acquire any activities (whether Competitive Activities or otherwise) by any Person or business that merges with or acquires Seller or any of its Affiliates or any interest in either, whether through merger (whether forward, reverse or reverse triangular in structure), stock purchase, asset purchase or otherwise, so long as for the first year following the consummation of any such transaction, the directors of the Seller and its Affiliates (or any Persons designated by the Seller or its Affiliates) do not constitute a financial interest in, majority of the board of directors of the acquirer or otherwise become actively involved with, the surviving company; (iv) the acquisition by Seller or its Affiliates of any person Person or business that is engaged in Competitive Activities, so long as the Competitive Activities accounted for less than 35% of the consolidated revenues of such Person or business for the 12 months prior to such acquisition; or (v) the ownership by Seller or any of its Affiliates of (A) less than an aggregate of 5% of any class of stock of a Competitive BusinessPerson engaged, directly or indirectly, as an individualin Competitive Activities; provided, partnerthat such stock is listed on a national securities exchange or is quoted on the National Market System of NASDAQ; (B) less than 5% in value of any instrument of indebtedness of a Person engaged, shareholderdirectly or indirectly, officerin Competitive Activities; or (C) a Person or any interest in a Person that engages, directordirectly or indirectly, principal, agent, trustee or consultant, in Competitive Activities if such Competitive Activities account for less than 35% of such Person’s consolidated annual revenues. (ivc) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company The parties hereto acknowledge that any damage caused to Buyer or any of its Affiliates and customers, suppliers, Partners, members or investors by reason of the Company breach by Seller or any of its Affiliates of this Section 4.20 would cause irreparable harm that could not be adequately compensated for in monetary damages alone; therefore, each party agrees that, in addition to any other remedies at law or (v) disparage the Companyotherwise, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities Buyer and any of any Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Person. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 shall be entitled to be reasonable, if a final judicial determination is made an injunction issued by a court of competent jurisdiction that the time or territory restraining and enjoining any violation by Seller or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of its Affiliates of this Award Agreement shall not be rendered void but shall be deemed amended Section 4.20 and Seller further agrees that it will stipulate to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine the fact that Buyer or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of its Affiliates, as applicable, has been irreparably harmed by such violation and not oppose the other restrictions contained hereingranting of such injunction relief.

Non-Competition. (a) In consideration of Notwithstanding any non-competition agreement previously existing by and between the Optionee and the Company’s grant of , in consideration for this Option, the Optionee agrees that for as long as to the Optionee is employed by the Company and until the first anniversary of the date of termination of following: (A) During the Optionee’s 's employment with the Company or any Affiliateand for a period of two (2) years thereafter, as the case may be, such Optionee will not directly not, unless acting pursuant hereto or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business prior written consent of the Company or its Subsidiaries at Board of Directors of the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive BusinessCompany, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an individual, partner, shareholder, officer, director, employee, partner, principal, agent, trustee representative, consultant or consultantotherwise with, (iv) interfere or use or permit his name to be used in connection with, any business or enterprise, in direct competition with business relationships (whether formed before or after the date Company's business. The Optionee acknowledges and agrees that adherence to the terms of this Award AgreementSection 9 does not preclude Optionee from earning a livelihood and that the restrictions contained in this Section 9 are reasonable and necessary to protect the Company's legitimate interests in the conduct of its business. (B) between The foregoing restriction shall not be construed to prohibit the ownership by Optionee of not more than five percent (5%) of any class of securities of any corporation which is in competition with the Company and which corporation has a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither Optionee nor any group of persons including Optionee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing. (C) During the Optionee's employment with the Company and for a period of two (2) years thereafter, Optionee will not call on or solicit, either directly or indirectly, any person, firm, corporation or other entity who or which at the time of Optionee's termination was, or within two (2) years prior thereto had been, a customer of the Company or any of its Affiliates and customers, suppliers, Partners, members or investors of affiliates with respect to the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Personactivities prohibited by Section 9 hereof. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition. The Practice hereby recognizes, acknowledges, and avers that Professional Business Manager will incur substantial costs in providing the equipment, support services, personnel, management, administration, and other items and services that are the subject matter of this Professional Business Management Agreement and that in the process of providing services under this Professional Business Management Agreement, the Practice will be privy to financial and Confidential Information, to which the Practice would not otherwise be exposed. The Parties also recognize that the services to be provided by Professional Business Manager will be feasible only if the Practice operates an active practice to which the Professionals associated with the Practice devote their full time and attention. The Practice agrees, acknowledges, and avers that the non-competition covenants described hereunder are necessary for the protection of Professional Business Manager, and that Professional Business Manager would not have entered into this Professional Business Management Agreement without the following covenants. (a) In consideration of Except as specifically agreed to by Professional Business Manager in writing, the Company’s grant Practice covenants and agrees that during the Term of this OptionProfessional Business Management Agreement and for a period of one (1) year from the date this Professional Business Management Agreement is terminated other than if terminated by the Practice for cause, or expires, the Optionee agrees that for as long as the Optionee is employed by the Company and until the first anniversary of the date of termination of the Optionee’s employment with the Company or any Affiliate, as the case may be, such Optionee will Practice shall not directly or indirectlyindirectly own (excluding ownership of less than one percent (1%) of the equity of any publicly traded entity and excluding ownership of the common stock of Professional Business Manager), manage, operate, control, contract with, lend funds to, lend its name to, maintain any interest whatsoever in, or be employed by, any enterprise (i) engage in any business that operates a telematics business that is seeking having to provide automotive manufacturers with an integrated hardware and service package that competes directly do with the business provision, distribution, promotion, or advertising of the Company any type of management or its Subsidiaries at the time administrative services or products to third parties in competition with Professional Business Manager, within a 10 mile radius of termination of such Optionee’s employment, (a “Competitive Business”), any Office; and/or (ii) enter offering any type of service(s) or product(s) to third parties substantially similar to those offered by Professional Business Manager to the employ ofPractice in Competition with Professional Business Manager within a 10 mile radius of any Office. Notwithstanding the above restriction, or render any services to, any Person engaged in a Competitive Business, nothing herein shall prohibit (iiii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company Practice or any of its Affiliates Shareholders from providing management and customers, suppliers, Partners, members administrative services to this or investors their own optometry practice after the termination of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and this Professional Business Management Agreement; (ii) does not, direct the Practice or indirectly, own 5% its Shareholders from contracting with a third-party manager to provide administrative or more of any class of securities of such Person. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time management services for its or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions their professional eye care practices after termination of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of Professional Business Management Agreement; (iii) any of the other restrictions contained hereinPractice’s Shareholders from providing management and administrative services to their own optometry practices after the termination of their employment relationship with the Practice, and (iv) such Shareholders from contracting with a third-party manager to provide administrative or management services for their professional eye care practices after the termination of their employment relationship with the Practice.

Non-Competition. (a) In consideration Upon any termination of Executive's employment hereunder, other than a termination, (whether voluntary or involuntary) in connection with a Change in Control, as a result of which the Bank is paying Executive benefits under Section 6 of this Agreement, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination within twenty-five (25) miles of any existing branch of the Company’s grant of this Option, the Optionee agrees that for as long as the Optionee is employed by the Company and until the first anniversary of the date of termination of the Optionee’s employment with the Company Bank or any Affiliate, as the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business subsidiary of the Company or its Subsidiaries at within twenty-five (25) miles of any office for which the time Bank, the Company or a Bank subsidiary of termination the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such Optionee’s employmenttermination, (except as agreed to pursuant to a “Competitive Business”)resolution duly adopted by the Board. Executive agrees that during such period and within said area, (ii) enter the employ ofcities, towns and counties, Executive shall not work for or render any services toadvise, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, consult or otherwise become actively involved serve with, any person engaged in a Competitive Business, directly or indirectly, as an individualany entity whose business materially competes with the depository, partner, shareholder, officer, director, principal, agent, trustee lending or consultant, (iv) interfere with other business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors activities of the Company or its Affiliates or (v) disparage Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its Directorsbusiness and property in the event of Executive's breach of this Subsection 11(a) agree that in the event of any such breach by Executive, Officers the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or controlling stockholderswith Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive). Notwithstanding the foregoing, the Optionee mayExecutive may disclose any knowledge of banking, directly financial and/or economic principles, concepts or indirectly own, ideas which are not solely as an investment, securities of any Person engaged in and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company or its Affiliates which are is otherwise publicly traded on a national or regional stock exchange or on available. In the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member event of a group which controls, such Person and (ii) does not, direct breach or indirectly, own 5% or more threatened breach by Executive of any class of securities of such Person. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not Section, the Bank will be rendered void but shall be deemed amended entitled to apply as an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such maximum time and territory and to such maximum extent as such court may judicially determine knowledge, in whole or indicate in part, has been disclosed or is threatened to be enforceabledisclosed. AlternativelyNothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, if any court including the recovery of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereindamages from Executive.

Non-Competition. (a) In consideration The Lessee acknowledges that upon and after any termination of this Lease, any competition by any member of the Company’s grant Leasing Group with any subsequent owner or subsequent lessee of the Leased Property (the "Purchaser") would cause irreparable harm to the Lessor and any such Purchaser. To induce the Lessor to enter into this Lease, the Lessee agrees that, from and after the end of the seventh (7th) Lease Year and thereafter until the later of (A) the expiration of this Option, Lease or (B) the Optionee agrees that for as long as the Optionee is employed by the Company and until the first fifth (5th) anniversary of the date of termination of this Lease on account of a Lease Default, without the Optionee’s employment with prior written consent of the Company Lessor (which consent shall not be unreasonably withheld or delayed), no member of the Leasing Group nor any AffiliateSubsidiary of any member of the Leasing Group (collectively, as the case may be, such Optionee will not directly "Limited Parties") shall be involved in any capacity in or indirectly, (i) lend any of their names to or engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with capacity in any assisted living facility (or other facility operated for any use included within the business definition of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”Primary Intended Use), center, unit or program (ii) enter the employ of, or render any services to, in any Person engaged in a 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 Business, (iiiActivity") acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, shall be as an individual, partner, shareholder, officer, director, principalowner, employee, agent, trustee advisor, independent contractor, developer, lender, sponsor, venture capitalist, administrator, manager, investor, partner, joint venturer, consultant or consultantother participant in any capacity whatsoever with respect to an assisted living facility (or other facility operated for any use included within the definition of Primary Intended Use), center, unit or program located within a seven (iv7) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors mile radius of the Company Leased Property. The Lessee hereby acknowledges and agrees that none of the time span, scope or its Affiliates area covered by the foregoing restrictive covenants is or (v) disparage are unreasonable and that it is the Companyspecific intent of the Lessee that each and all of the restrictive covenants set forth hereinabove shall be valid and enforceable as specifically set forth herein. The Lessee further agrees that these restrictions are special, its Directorsunique, Officers or controlling stockholders. Notwithstanding extraordinary and reasonably necessary for the foregoing, protection of the Optionee may, directly or indirectly own, solely as an investment, securities Lessor and any Purchaser and that the violation of any Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Person. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made covenant by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinLimited Parties would cause irreparable damage to the Lessor and any Purchaser for which a legal remedy alone would not be sufficient to fully protect such parties.

Non-Competition. (a) In consideration For a period of two (2) years commencing on the Company’s grant of this OptionClosing Date (the “Restricted Period”), the Optionee agrees that for as long as the Optionee is employed by the Company Seller Parent shall not, and until the first anniversary of the date of termination of the Optionee’s employment with the Company or shall not permit any Affiliateother Restricted Party to, as the case may be, such Optionee will not directly or indirectly, (i) engage in the Exploitation of any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment(A) intravenous small molecule anti-hypertensive agent, (a B) intravenous small molecule antiplatelet agent or (C) intravenous direct thrombin inhibitor anywhere in the world (the “Competitive Restricted Business”), ) or (ii) enter the employ of, or render any services to, have an interest in any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, that engages directly or indirectlyindirectly in the Restricted Business in any capacity, including as an individual, a partner, shareholder, officer, directormember, principal, agent, trustee or consultant; provided, (ivhowever, that, notwithstanding the foregoing, this Section 9.10(a) interfere with business relationships (whether formed before shall not prohibit Seller Parent or after the date of this Award Agreement) between the Company any other Restricted Party or any of its their respective Affiliates and customers, suppliers, Partners, members from (i) acquiring or investors of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, owning securities of any a Person engaged in the business of the Company or its Affiliates which whose securities are publicly traded on a national or regional stock recognized securities exchange or on the over-the-counter market if the Optionee quotation system representing not in excess of five percent (i5%) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities such securities; (ii) after giving effect to the Transactions, continuing to engage in any business currently conducted by any Restricted Party or any of their respective Affiliates, whether or 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; (iii) 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 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 twenty percent (20%) of the total consolidated revenues of such Person, or (y) in its last full fiscal year prior to such acquisition, the consolidated revenues of such Person from the Restricted Business constituted less than thirty-five percent (35%) of the total consolidated revenues of such Person and, following such acquisition, the applicable Restricted Party uses, until the expiration of the Restricted Period, reasonable best efforts to sell that portion of the business of such Person as constitutes a Restricted Business; or (vi) acquiring rights to any product (whether by purchase, license or otherwise) that may be used in a Restricted Business, as long as either such product is not so employed or is a product that falls within the 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 9.10(a) shall not bind any purchaser of all or substantially all of Seller Parent’s capital stock or assets, whether by merger, asset sale, stock sale or otherwise. (b) It is expressly understood Seller Parent acknowledges that a breach or threatened breach of this Section 9.10 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and agreed hereby agrees that although Optionee in the event of a breach or a threatened breach by Seller Parent of any such obligations, Buyer shall, in addition to any and Company consider all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond or prove damages). (c) Seller Parent acknowledges that the restrictions contained in this Section 7 9.10 are reasonable and necessary to protect the following Section 8 legitimate interests of Buyer and constitute a material inducement to be reasonable, if a final judicial determination is made by a court of competent jurisdiction Buyer to enter into this Agreement and consummate the Transactions. In the event that the time or territory or any other restriction covenant contained in this Award Agreement Section 9.10 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is an unenforceable restriction against Optioneeexpressly empowered to reform such covenant, the provisions of this Award Agreement shall not be rendered void but and such covenant shall be deemed amended reformed, in such jurisdiction to apply as to such the maximum time and territory and to such maximum extent as such court may judicially determine time, geographic, product or indicate to be enforceableservice or other limitations permitted by applicable Law. Alternatively, if any court of competent jurisdiction finds that any restriction The covenants contained in this Award Agreement is unenforceableSection 9.10 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such restriction cannot be amended so as to make it enforceable, such finding invalidity or unenforceability in any jurisdiction shall not affect the enforceability of invalidate or render unenforceable such covenant or provision in any of the other restrictions contained hereinjurisdiction.

Non-Competition. (a) In consideration Upon any termination of Executive's employment hereunder, other than a termination, (whether by resignation, voluntary or involuntary) in connection with a Change in Control, as a result of which the Bank is paying Executive benefits under Section 6 of this Agreement, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination within twenty-five (25) miles of any existing branch of the Company’s grant of this Option, the Optionee agrees that for as long as the Optionee is employed by the Company and until the first anniversary of the date of termination of the Optionee’s employment with the Company Bank or any Affiliate, as the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business subsidiary of the Company or its Subsidiaries at within twenty-five (25) miles of any office for which the time Bank, the Company or a Bank subsidiary of termination the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such Optionee’s employmenttermination, (except as agreed to pursuant to a “Competitive Business”)resolution duly adopted by the Board. Executive agrees that during such period and within said area, (ii) enter the employ ofcities, towns and counties, Executive shall not work for or render any services toadvise, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, consult or otherwise become actively involved serve with, any person engaged in a Competitive Business, directly or indirectly, as an individualany entity whose business materially competes with the depository, partner, shareholder, officer, director, principal, agent, trustee lending or consultant, (iv) interfere with other business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors activities of the Company or its Affiliates or (v) disparage Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its Directorsbusiness and property in the event of Executive's breach of this Subsection 11(a) agree that in the event of any such breach by Executive, Officers the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or controlling stockholderswith Executive. Executive represents and admits that Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any federal banking agency with jurisdiction over the Bank or Executive). Notwithstanding the foregoing, the Optionee mayExecutive may disclose any knowledge of banking, directly financial and/or economic principles, concepts or indirectly own, ideas which are not solely as an investment, securities of any Person engaged in and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any information regarding the Bank or the Company or its Affiliates which are is otherwise publicly traded on a national or regional stock exchange or on available. In the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member event of a group which controls, such Person and (ii) does not, direct breach or indirectly, own 5% or more threatened breach by Executive of any class of securities of such Person. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not Section, the Bank will be rendered void but shall be deemed amended entitled to apply as an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such maximum time and territory and to such maximum extent as such court may judicially determine knowledge, in whole or indicate in part, has been disclosed or is threatened to be enforceabledisclosed. AlternativelyNothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, if any court including the recovery of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereindamages from Executive.

Non-Competition. (a) In consideration 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 Company’s grant of this Option, the Optionee agrees that for as long as the Optionee is employed by the Company issued and until the first anniversary outstanding Class A Units and 100% of the date of termination of the Optionee’s employment with the Company or any Affiliateissued and outstanding Class C Units, as the case may be, such Optionee will Trican and its Affiliates shall not directly or indirectly, : (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers compete with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at in the time of termination of such Optionee’s employment, 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”), (ii) enter the employ of, or render any services to, any Person engaged in including as a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officermember, directoremployee, principal, agent, trustee or consultant, ; or (iviii) knowingly interfere in any respect with the business relationships (whether formed before prior to or after the date of this Award Agreement) between the Company or and its Subsidiaries, on the one hand, and any of their respective customers, suppliers or partners, on the other hand; provided, however, that the foregoing shall not prohibit, or be interpreted as prohibiting, Trican Parent and its Affiliates from (1) conducting activities constituting or relating to the Excluded Businesses, the Excluded Assets and customersthe Excluded Liabilities (as such terms are defined in the Trican Purchase Agreement); (2) making equity investments in publicly owned companies which constitute a Competitive Business, suppliers, Partners, members or investors provided such investments do not exceed 10% of the Company or its Affiliates outstanding common equity of such publicly owned companies or (v3) disparage entering into any licensing or other agreements relating to the Companyintellectual property of Trican Parent and its Affiliates; provided, its Directorsthat such licensing or other agreements are in compliance with, Officers and do not breach or controlling stockholdersviolate, the Intellectual Property License Agreement (as defined in the Trican Purchase Agreement). Notwithstanding the foregoing, nothing contained in this Section 4.5(a) or elsewhere in this Agreement shall prevent a Person that acquires all of the Optionee mayequity interests of Trican Parent (whether by acquisition of equity interests, merger or otherwise) from continuing to conduct its and its Affiliates business and operations in and outside of the Territory; provided, that in the event a Person consummates an acquisition, directly or indirectly ownindirectly, solely as an investmentof all or substantially all of the assets of Trican or a majority of the common equity interests of Trican (whether by acquisition of equity interests, securities merger or otherwise), Trican shall provide notice of any Person engaged such sale transaction (the “Transaction Notice”) no later than three days after the consummation of such acquisition transaction and the Company shall have the option, but not the obligation, upon notice to 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 business case of the Company or its Affiliates which are publicly traded Class C Units, such Fair Market value shall be calculated as if such Class C Units were converted to Class A Units on a national or regional stock exchange or fully diluted basis based on the over-the-counter market if Fair Market Value for such Units immediately prior to exercise of this purchase option) (as determined by an independent valuation firm selected by the Optionee Management Board (i) is not unless a controlling Person ofprior valuation has been undertaken in the 30 day period prior to such calculation of Fair Market Value, or a member of a group in which controls, case Fair Market Value shall be based on such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Personprior valuation)). (b) It is expressly understood During the period commencing on the Effective Date and agreed continuing until March 16, 2018, the Cerberus Funds, the Company and their respective Controlled Affiliates shall not directly or indirectly (A) compete with Trican Parent or its Affiliates in Canada in the oilfield services business, (B) have an interest in any Person that although Optionee competes directly or indirectly in Canada with Trican Parent or its Affiliates, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant (other than (x) with respect to any industrial services or completion tools business and (y) Persons so competing with Trican Parent or its Affiliates with less than 25% of revenue in the prior fiscal year attributable to such Person’s Canadian operations, provided that the Cerberus Funds, the Company consider or their respective Affiliates (as applicable) substantially divest the restrictions Canadian assets or operations of such Person within 180 days of acquiring such Person) or (C) knowingly interfere in any respect with the business relationships (whether formed prior to or after the date of this Agreement) between Trican Parent and its Subsidiaries, on the one hand, and any of their respective customers, suppliers or partners, on the other hand; provided, however, that the foregoing shall not (i) restrict the Cerberus Funds and its Affiliates (other than the Cerberus Managers and those personnel of Cerberus Capital Management, L.P. and Cerberus Operations & Advisory Company LLC that are directly involved in monitoring the investment in the Company) from participating in any distressed debt and lending transactions (including debt to equity conversions) and (ii) prohibit or be interpreted as prohibiting the Cerberus Funds, the Company or any of their respective Controlled Affiliates from making equity investments in any publicly owned company (provided such investment does not exceed 10% of the outstanding common equity of such publicly owned company) or, in the case of the Cerberus Funds and its Controlled Affiliates (other than the Company), from receiving any customary “equity kicker” in connection with a debt investment in any Person. Notwithstanding the foregoing, nothing contained in this Section 7 4.5(b) or elsewhere in this Agreement shall prevent a Person that acquires the equity interests of all of the Company (whether by acquisition of equity interests, merger or otherwise) from continuing to conduct its and its Affiliates business and operations in and outside of the Territory. (c) Each of Trican, the Company and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction Cerberus Funds acknowledges and agrees that the time or territory or time, scope, geographic area and other provisions of this Section 4.5 have been specifically negotiated by sophisticated commercial parties and agree that all such provisions are reasonable under the circumstances of the transactions contemplated hereby. It is the intention of the parties that if any other restriction of the provisions contained in this Award Agreement Section 4.5 are held to cover a geographic area or to be for a length of time that is an unenforceable not permitted by applicable Law, or is in any way construed to be too broad or to any extent invalid, such provisions shall not be construed to be null, void and of no effect, but to the extent such provision would then be valid or enforceable under applicable Law, such provisions shall be construed and interpreted or reformed to provide for a restriction against Optioneeor covenant having the maximum enforceable geographic area, time period and other provisions as shall be valid and enforceable under applicable Law. (d) Each of Trican, the Company and the Cerberus Funds further acknowledges and agrees that, in the event of a breach or threatened breach of any of the provisions of this Award Agreement shall not be rendered void but Section 4.5, Trican, the Company or the Cerberus Funds (as applicable) shall be deemed amended entitled to apply immediate injunctive relief, as to any such maximum time and territory and to breach would cause irreparable injury for which such maximum extent as such court may judicially determine or indicate to be enforceableparty would have no adequate remedy at law. Alternatively, if any court of competent jurisdiction finds that any restriction Nothing contained in this Award Agreement is unenforceable, and such restriction cannot Section 4.5 shall be amended construed so as to make it enforceableprohibit Trican, such finding shall not affect the enforceability of Company or the Cerberus Funds or any of their respective Affiliates from pursuing any other remedies available to them under this Agreement, at law or in equity for any such breach or threatened breach. (e) ▇▇▇▇▇ Group shall be an express third-party beneficiary under this Section 4.5 and the other restrictions contained hereinMembers hereby acknowledge and agree that ▇▇▇▇▇ Group shall be entitled to enforce the provisions of this Section 4.5.

Non-Competition. (a) In consideration Stockholder acknowledges that in order to protect and preserve the value and goodwill of the Company’s grant of this Option, the Optionee agrees that for as long as the Optionee is employed by the Company and until the first anniversary of the date of termination of the Optionee’s employment with the Company or any Affiliate, as the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at being transferred to Parent as part of the time of Merger, a post-termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectlyemployment restriction is reasonable, as an individualwithout such a restriction, partner, shareholder, officer, director, principal, agent, trustee Stockholder’s employment or consultant, (iv) interfere engagement with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors one of the Company or its Affiliates or (v) disparage competitors identified herein would detrimentally, irreversibly, and immeasurably diminish the value and goodwill of the business of the Company. Thus, its Directors, Officers or controlling stockholders. Notwithstanding both to ensure that the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged in value and goodwill related to the business of the Company being transferred to Parent as part of the Merger is protected and preserved, and to avoid the actual or its Affiliates which are publicly traded threatened misappropriation of the Company’s and Parent’s trade secrets and confidential information, Stockholder agrees that during the period commencing on a national the Closing Date and ending on the 36-month anniversary of the Closing Date or regional stock exchange the termination of Stockholder’s employment with Parent or Merger Sub Two or any subsidiary thereof, whichever occurs later (or, in the event any reviewing court finds thirty-six (36) months to be overbroad and unenforceable, ending on the 24-month anniversary of the Closing Date or the termination of Stockholder’s employment with Parent or Merger Sub Two or any subsidiary thereof, whichever occurs later) (or, in the event any reviewing court finds twenty-four (24) months to be overbroad and unenforceable, ending on the 12-month anniversary of the Closing Date or the termination of Stockholder’s employment with Parent or Merger Sub Two or any subsidiary thereof, whichever occurs later) (the “Non-Competition Period”), Stockholder shall not (other than in connection with his employment services to Parent, Merger Sub Two, or any subsidiary thereof or their respective successors or assigns), without the prior written consent of Parent, directly or indirectly: (a) engage, on his own behalf or on the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more behalf of any class other Person (as defined below), anywhere in the Restricted Territory (as defined below) in any business (including research and development), operations, activities and/or services on behalf of securities of such Person.or in connection with a Competitor (as defined below); (b) It be or become an officer, director, stockholder, owner, affiliate, salesperson, co-owner, partner, trustee, promoter, technician, engineer, analyst, employee, agent, representative, supplier, contractor, consultant, advisor or manager of or to, or otherwise acquire or hold any interest in, or participate in or facilitate the financing, operation, management or control of, any Competitor in the Restricted Territory, including the promotion of investments in an entity which is expressly understood and agreed that although Optionee and Company consider a Competitor in the restrictions contained Restricted Territory; (c) solicit or attempt to solicit any of the Company’s customers for a Competitor, or in this Section 7 and the following Section 8 connection with a Competitor, including any attempts to be reasonable, if obtain a final judicial determination is made by a court of competent jurisdiction that the time or territory confidential customer list or any other restriction contained Company trade secrets; or (d) provide any service (as an employee, consultant, or otherwise), product, support, or technology to any Competitor in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.Restricted Territory;

Non-Competition. (a) In consideration of Prior to the Company’s grant of this Option, the Optionee agrees that for as long as the Optionee is employed by the Company and until the first third anniversary of the date Closing Date, the Parent Entities shall not engage in the business of termination of the Optionee’s employment with the Company or any Affiliate, as the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware manufacturing or selling overhead systems, headliners, interior instrument panels, interior quarter panel/sidewall trim, interior trim consoles, lift-gate trim panels, painted or unpainted fascia and service package that competes directly with the business of the Company bumpers, claddings/exterior trim moldings, exterior grilles, structural composite bumpers, or its Subsidiaries at the time of termination of such Optionee’s employmentsignal, (a “Competitive Business”), taillight and other lighting or (ii) enter assembling or selling cockpit systems or front-end modules, in each case as currently manufactured, assembled or sold by the employ ofBison Subsidiaries and in each case for use in automotive passenger cars and light and heavy trucks (the "Restricted Field"). For the avoidance of doubt, the continued operation of the existing businesses of Parent and the Non-Bison Subsidiaries and the continued ownership by Parent or render one or more of its Affiliates of a direct or indirect equity interest in THI and its Subsidiaries shall not be a violation of this Section 5.11(a). Notwithstanding anything to the contrary contained herein, if C&A Products or any services toof its Subsidiaries default under any of the Leasing Documents and Parent or any of its Affiliates continue to own any interest in the Equipment (as defined in the Equipment Lease Term Sheet attached hereto as Exhibit 12) subject thereto, any Person engaged then the Parent Entities (and all Affiliates of Parent) shall be permitted to use such Equipment (whether or not in a Competitive Businessthe Restricted Field) and lease, (iii) acquire a financial interest inlicense, sell or otherwise become actively involved withtransfer (whether or not for use in the Restricted Field) all or any part of their respective right, title and interest in and to such Equipment to any person engaged in a Competitive Businessthird party. (b) Notwithstanding the foregoing, the Parent Entities may acquire, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee all or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors substantially all of the Company capital stock or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities assets of any Person engaged (an "After-Acquired Business") which derives 33% or less of its gross sales revenues from the Restricted Field, if Parent or such Parent Entity promptly grants to Holdings an option to acquire the portion of the After-Acquired Business which engages in the business Restricted Field (the "Restricted Portion") upon the terms and conditions set forth in this Section 5.11(b) and promptly gives notice to Holdings of such option (but in no event later than the date the After-Acquired Business was acquired). The purchase price for the Restricted Portion shall be an amount equal to the aggregate purchase price, including any liabilities assumed by a Parent Entity, paid by a Parent Entity for the After-Acquired Business, multiplied by a fraction, the numerator of which shall be the net operating profit or other mutually acceptable measure of value of the Company Restricted Portion during the most recently completed fiscal year prior to the date such Parent Entity acquired the After-Acquired Business and the denominator of which shall be the net operating profit or its Affiliates which are publicly traded on a national or regional stock exchange or on other mutually acceptable measure of value of the overAfter-the-counter market if Acquired Business during the Optionee same period. (i) The purchase of the Restricted Portion by Holdings will be subject to the execution by the Parent Entity and Holdings of a mutually satisfactory definitive agreement for such purchase and the obtaining of all necessary regulatory approvals from any Governmental Authority and material third party Consents (in each case at no out-of-pocket cost or expense to the Parent Entity) and the expiration or termination of any applicable waiting period under the HSR Act and any applicable Foreign Competition Laws. The Parent Entity's representations and warranties in the definitive purchase agreement for the Restricted Portion shall be limited to reasonable assurances that the applicable Parent Entity had caused the Restricted Portion to be operated in the ordinary course of business during the period of such Parent Entity's ownership, and the Parent Entity shall use all commercially reasonable efforts to cause its rights under the purchase agreement by which it acquired the After-Acquired Business to the extent relating to the Restricted Portion to be assigned or otherwise made available to Holdings. The definitive purchase agreement shall provide that such agreement may be terminated at the option of either a Parent Entity (or the applicable Non-Bison Subsidiary) or Holdings if such transaction is not consummated by the six month anniversary of the date the After-Acquired Business was acquired by a controlling Person of, or a member of a group which controls, such Person and Parent Entity. (ii) does notIf Holdings fails to give Parent notice of its intent to exercise this option on or before the one month anniversary of the date the After-Acquired Business was acquired or the sale of the Restricted Portion to Holdings is not consummated, direct or indirectly, own 5% or more other than because of any class of securities of such Person. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made default by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against OptioneeParent Entity, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court Parent Entity may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any retain ownership of the other restrictions contained hereinAfter-Acquired Business, including the Restricted Portion.

Non-Competition. (a) In consideration of the Company’s grant of this Option, the The Optionee covenants and agrees that for as long as the Optionee is employed by the Company and until the first anniversary of the date of termination of during the Optionee’s employment with Employment and for a period of twenty-four (24) months (and such period shall be tolled on a day-to-day basis for each day during which the Company or any Affiliate, as the case may be, such Optionee will not directly or indirectly, (i) engage participates in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business activity in violation of the Company or its Subsidiaries restrictions set forth in this Section 5(a)) following the Optionee’s termination of Employment, whether such termination occurs at the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors insistence of the Company or its Affiliates or the Optionee (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoingfor whatever reason), the Optionee maywill not, directly or indirectly indirectly, alone or in association with others, anywhere in the Territory (as defined below), own, solely manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an investmentofficer, securities employee, investor, principal, joint venturer, shareholder, partner, director, consultant, agent or otherwise with, or have any financial interest (through stock or other equity ownership, investment of capital, the lending of money or otherwise) in, any Person engaged business, venture or activity that directly or indirectly competes, or is in planning, or has undertaken any preparation, to compete, with the business Business of the Company or any of its Immediate Affiliates which are publicly traded on (any Person who engages in any such business venture or activity, a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of“Competitor”), or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Person. (b) It is expressly understood and agreed except that although Optionee and Company consider the restrictions nothing contained in this Section 7 5(a) shall prevent the Optionee’s wholly passive ownership of two percent (2%) or less of the equity securities of any Competitor that is a publicly-traded company. For purposes of this Section 5(a), the “Business of the Company or any of its Immediate Affiliates” is that of (i) arts and the following Section 8 to be reasonablecrafts, if a final judicial determination is made by a court of competent jurisdiction (ii) framing specialty retailer, (iii) wholesaler providing materials, ideas and education for (x) creative activities, and (y) framing, as well as (iv) any other business that the time or territory Company or any other restriction contained in 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 and services (aggregated with the gross receipts derived from the retail and wholesale sale of such products or any related business, venture or activity) are less than ten percent (10%) of the aggregate gross receipts of such businesses, ventures or activities. For purposes of this Award Agreement is an unenforceable restriction against OptioneeSection 5(a), the provisions “Territory” is comprised of those states within the United States, those provinces of Canada, and any other geographic area in which the Company or any of its Immediate Affiliates was doing business or actively planning to do business at any time during the Optionee’s Employment, or with respect to the Optionee’s obligations following his or her termination of Employment the twelve (12) months immediately preceding the Optionee’s termination of Employment. For purposes of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. AlternativelySection, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any “Immediate Affiliates” means those Affiliates which are one of the other restrictions contained hereinfollowing: (i) a direct or indirect subsidiary of the Company, (ii) a parent to the Company or (iii) a direct or indirect subsidiary of such a parent.

Non-Competition. (a) In consideration of From the Company’s grant of this Option, the Optionee agrees that for as long as the Optionee is employed by the Company and Closing Date until the first third (3rd) anniversary of the date Closing Date, the Sellers shall not own, manage, operate, control or participate in the ownership, management, operation or control of termination of the Optionee’s employment with the Company any business, whether in corporate, proprietorship or any Affiliatepartnership form or otherwise, as the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Businessengaged, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of (a) soliciting, originating, underwriting, financing, refinancing and brokering Mortgage loans for sale to Mortgage Program Sponsors under the Company Mortgage Programs transferred to the Purchaser as part of the Acquired Assets or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Person. (b) It is expressly understood and agreed acting as “primary servicer,” “master servicer, ” “special servicer” or “sub-servicer” in respect of Mortgage loans (any such business referred to under clause (a) or (b), a “Restricted Business”); provided, however, that although Optionee and Company consider the restrictions contained in this Section 7 and 5.11 shall not restrict (i) the following Section 8 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 be reasonablethe Purchaser as part of the Acquired Assets, if a final judicial determination is made (ii) any activities of Capmark Bank, (iii) the Sellers from engaging in servicing (A) any Mortgage loans held by a court of competent jurisdiction that the time or territory 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 restriction contained than the Servicing Agreements, including New Markets Tax Credits, military housing, and affordable housing mortgage loans or bonds related to the low income housing tax credit business (for purposes of this clause (iii), the term “Affiliate” shall not 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 Sellers by way of a 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 this Award Agreement is an unenforceable restriction against Optionee, the aggregate) less than 2% of the outstanding capital stock of any publicly traded company engaged in a Restricted Business. The Parties acknowledge and agree that any remedy at Law for any breach of the provisions of this Award Agreement shall not Section 5.11 may be rendered void but shall be deemed amended inadequate, and hereby consent to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if the granting by any court of competent jurisdiction finds an injunction or other equitable relief, without the necessity of actual monetary loss being proved, in order that any restriction contained in this Award Agreement is unenforceable, and the breach or threatened breach of such restriction cannot provision may be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereineffectively restrained.

Non-Competition. During the period beginning on the Closing Date and ending on the third (a3rd) In consideration of the Company’s grant of this Option, the Optionee agrees that for as long as the Optionee is employed by the Company and until the first anniversary of the date of termination of Closing Date (the Optionee’s employment with the Company or any Affiliate, as the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive BusinessNon-Competition Period”), neither Seller nor Seller Parent or any of their respective Subsidiaries (iicollectively, the “Restricted Entities”) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Businessshall, directly or indirectly, own, invest in or operate an electronic communication network, electronic market or matching platform, aggregation service or third party liquidity management service in the institutional foreign exchange (“FX”) market (including, for the avoidance of doubt, for financial institutions or retail brokers and with respect to FX spots, swaps, futures, non-deliverable forwards or spot metals) (any of the foregoing, a “Competing Business”); provided, however, that Seller may do each of the following without Seller or any Affiliate of Seller being deemed to be in violation of this Section 7.7(a): (i) own or hold as principal up to ten percent (10%) of the outstanding securities of any entity (provided that Seller Parent or an individualAffiliate of Seller Parent does not otherwise control the business or affairs of such entity), partnerhold or exercise rights of ownership with respect to any security in any amount in a fiduciary capacity for the benefit of an unaffiliated third party or make markets in any security; (ii) merge, shareholderconsolidate or otherwise engage in a business combination with, officeror sell all or substantially all of its assets or businesses to, directorany Person that is not an Affiliate of Seller Parent with an existing Competing Business and continue to operate such existing Competing Business; provided that members of Seller’s board of directors do not constitute fifty percent (50%) or more of the board of directors of the surviving corporation of such transaction (or of the board of directors of its publicly traded parent company) and that Seller’s shareholders immediately prior to consummation of such transaction do not immediately after consummation of such transaction own fifty percent (50%) or more of the outstanding capital stock or other equity interests of the surviving entity of such transaction (or of its publicly traded parent company); and, principalupon the consummation of such a permitted transaction, agentthe Non-Competition Period and the prohibitions of this Section 7.7 shall immediately terminate and be of no further effect; (iii) purchase or acquire (through merger, trustee stock purchase or consultantpurchase of all or substantially all of the assets or otherwise) any entity with an existing Competing Business and continue to operate such existing Competing Business; provided that if the consolidated revenue of such Competing Business for the twelve (12) month period ending on the date of the consummation of such purchase or acquisition is greater than fifteen percent (15%) of such acquired entity’s total revenue over the same period, Seller then shall commence as promptly as practicable a process to sell such Competing Business to an unaffiliated third party and shall use reasonable best efforts to complete such sale within nine (9) months after the consummation of such purchase or acquisition; (iv) interfere with business relationships (whether formed before own or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors of the Company hold equity interests in Purchaser or its Affiliates or Affiliates; and (v) disparage the Companyprovide liquidity (A) on FX electronic communications networks, its Directorsmatching platforms, Officers or controlling stockholders. Notwithstanding the foregoingelectronic markets, the Optionee mayaggregation services, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Person. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory third party liquidity management services or any other restriction contained platform or (B) directly to customers (including financial institutions and retail brokers) in this Award Agreement is an unenforceable restriction against OptioneeFX spots, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine swaps, futures, non-deliverable forwards, spot metals or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinproduct.

Non-Competition. Company Parent agrees that neither it nor any of its Subsidiaries shall, for a period of three (3) years after the Closing Date, compete directly or indirectly with Newco or Newco Parent and its Subsidiaries (including, without limitation, by seeking business opportunities, responding to requests for bids or other proposals, and by performing contracts) for revenue producing service contracts with state and local government agencies in the state and local government markets (which shall refer to vertical lines of business and not geographic areas) in which the Company and Newco Parent's Subsidiaries are actively engaged in business as of the Closing Date; provided, however, that such restriction shall not apply, and Company Parent and its Subsidiaries shall be free at all times to pursue and perform any and all of the following contracts secured before, during and after the aforementioned restriction period: (a) In consideration Contracts and business in the health-related, transportation, law enforcement and public safety markets pursued by Company Parent's Subsidiaries, AdvanceMed Corporation, DynRide LLC, DynCorp Information and Enterprise Technology, Inc. and DynCorp Information Systems, respectively; (b) Any and all business that is conducted by Company Parent or any of its Subsidiaries under or in connection with, or as an outgrowth of, any federal government contract regardless of when awarded to Company Parent or a Subsidiary; (c) Any and all business that is conducted by Company Parent or any of its Subsidiaries under any non-federal government contract that is in effect as of the Closing Date (other than contracts that are currently being performed, or are presently contemplated to be performed, by the Company’s grant ); (d) Any and all business that is conducted at any time by any business or entity that may be acquired by Company Parent or any of this Optionits Subsidiaries, the Optionee agrees that for as so long as the Optionee aggregate revenue of such business or entity from contracts with state and local governments does not exceed, in the year of acquisition, more than the lesser of 15% of total annual revenue of such acquired business or entity or $7,500,000; (e) Any and all business that is employed conducted by the an Affiliate of Company Parent that is not a Subsidiary consolidated with Company Parent (or its parent) for financial reporting purposes; (f) Any and until the first anniversary of the date of termination of the Optionee’s employment with the Company or any Affiliate, as the case may be, such Optionee will not directly or indirectly, all business that is conducted by (i) engage in any business that operates a telematics business that is seeking Subsidiary of Company Parent subsequent to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination Parent's complete divestiture of such Optionee’s employment, (a “Competitive Business”), Subsidiary or (ii) enter any non-affiliated third party that purchases any portion of Company Parent's or any of its Subsidiaries' business; (g) Any and all business under contracts or proposals of any Subsidiary of Company Parent (other than the employ ofCompany) outstanding as of the Closing Date with other than state and local government agencies, or render any but for services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Businessultimately beneficial, directly or indirectly, as an individualto a state or local government; (h) Contracts to provide information technology desk top or "seat" management hardware and services to a state or local government agency if, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors reasonable notice of the opportunity by Company Parent or its Affiliates a Subsidiary to Newco or Newco Parent, Newco or Newco Parent has failed to actively seek or pursue such opportunity; and (vi) disparage Investments in any business that may be involved in providing services to state and local government agencies so long as the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its Affiliates which such businesses are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Person. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made aggregate investment by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall Company Parent does not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any exceed 1% of the other restrictions contained hereintotal outstanding securities in which the investment is made.

Non-Competition. (a) In consideration Because of the CompanyEmployer Group’s grant of legitimate business interest as described in this OptionAgreement and the good and valuable consideration offered to the Optionee, the Optionee agrees that receipt and sufficiency of which is acknowledged, during the term of Optionee’s employment and for as long as the Optionee is employed by one year beginning on the Company and until the first anniversary of the date of termination last day of the Optionee’s employment with the Company Company, whether terminated for any reason or any Affiliateno reason, by the Optionee or the Company, (the “Restricted Period”), the Optionee agrees and covenants not to engage in Prohibited Activity (as defined below) within the case may beUnited States, such or the geographical regions for which the Optionee will not directly or indirectlyprovides services during the course of employment, whichever is larger. (i) engage For purposes of this non-compete clause, “Prohibited Activity” is activity in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with which the business of Optionee contributes the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Businessknowledge, directly or indirectly, in whole or in part, as an individualassociate, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, shareholderdirector, stockholder, officer, directorvolunteer, principalintern, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customersother similar capacity to an entity engaged in the same or similar business as the Employer Group, suppliers, Partners, members or investors of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person including those engaged in the business of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed by the Company Employer Group. Prohibited Activity also includes activity that may require or its Affiliates which are inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. (ii) Nothing herein shall prohibit the Optionee from purchasing or owning less than five percent (5%) of the publicly traded on securities of any corporation, provided that such ownership represents a national or regional stock exchange or on the over-the-counter market if passive investment and that the Optionee (i) is not a controlling Person person of, or a member of a group which that controls, such Person and corporation. (iiiii) This Section 7(c) does not, direct in any way, restrict or indirectly, own 5% impede the Optionee from exercising protected rights to the extent that such rights cannot be waived by agreement or more from complying with any applicable law or regulation or a valid order of any class of securities of such Person. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the time law, regulation, or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinorder.

Non-Competition. (a) In consideration Shareholder acknowledges that the Confidential Information in the possession of the Company’s grant of this Option, the Optionee agrees that for as long as the Optionee is employed by the Company and until the first anniversary of the date of termination of the Optionee’s employment any Shareholder Party would enable such Shareholder Party to establish goodwill with the Company or any Affiliatepatients, as the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware customers and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and potential customers, suppliers, Partners, members and sources or investors potential sources of referrals who provide products and services on behalf of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business Companies and each of the Company Companies’ Subsidiaries or its Affiliates which are publicly traded on who receive services from the Companies or the Companies’ Subsidiaries and that the Confidential Information constitutes a national or regional stock exchange or on valuable asset of the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Person. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 Companies and the following Section 8 to be reasonableCompanies’ Subsidiaries. Shareholder further acknowledges that it has developed relationships with certain of the Companies’ and the Companies’ Subsidiaries’ patients and potential patients, if a final judicial determination is made by a court suppliers, contractors or potential contractors, consultants or potential consultants, and sources or potential sources of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optioneereferrals. Accordingly, BioScrip and Shareholder will (and shall cause each Shareholder Party to) comply with the provisions of this Award Agreement Section 12.4.2 for the period beginning on the Effective Date and ending on the third (3rd) anniversary thereof. During such three-year period, BioScrip and Shareholder agree that no Shareholder Party shall not be rendered void but directly or indirectly engage in, render services to or become interested in any manner, as manager, employee, officer, consultant, or partner, or through ownership (other than holding less than two percent (2%) of the outstanding equity securities of a Person having securities that are listed for trading on a national securities exchange), or otherwise, either alone or in association with others, in any Person that solely provides services that are similar to or competitive with the services provided by the Companies or the Companies’ Subsidiaries, which restrictions shall be deemed amended applicable within: (i) the Mississippi counties set forth on Exhibit 12.4.2; (ii) the Tennessee counties set forth on Exhibit 12.4.2; (iii) the Kentucky counties set forth on Exhibit 12.4.2; (iv) the Nebraska counties set forth on Exhibit 12.4.2; and (v) the Illinois counties set forth on Exhibit 12.4.2 (collectively, the “Restricted Territory”). For the avoidance of doubt and notwithstanding anything herein to apply the contrary, nothing herein shall prohibit a Shareholder Party from (i) acquiring and thereafter operating a business (including, but not limited to, a predominantly home infusion business) which includes as to a component a home health, hospice, and/or private duty business which operates within the Restricted Territory, provided that such maximum time and territory and to such maximum extent home health, hospice, and/or private duty business either (a) accounts for less than 10% of the revenue of the acquired business, or (b) is divested as such court may judicially determine or indicate to be enforceable. Alternativelysoon as commercially practicable, if any court of competent jurisdiction finds but in no event later than twelve (12) months following the acquisition; (ii) providing non-Medicare certified nursing services within the Restricted Territory in connection with the Shareholder Parties’ businesses that any restriction contained in are not being sold under this Award Agreement is unenforceable(including, but not limited to, the Shareholder Parties’ home infusion, medical supplies, and transitional care businesses), or (iii) jointly marketing the Shareholder Parties’ businesses that are not being sold under this Agreement (including, but not limited to, the Shareholder Parties’ home infusion, medical supplies, and transitional care businesses) or otherwise collaborating or joint venturing with an unrelated provider or supplier that operates, or has an Affiliate which operates, a home health, hospice, and/or private duty business (including, but not limited to, health systems); provided that in conjunction with any such restriction cancollaboration or joint venture the Shareholder Parties’ may not be amended so as to make it enforceableprovide home health, hospice, and/or private duty services within the Restricted Territory during the Restricted Period, but the collaboration or joint venture may provide such finding shall not affect the enforceability of any of the other restrictions contained hereinservices.

Non-Competition. (a) In consideration Subject to Section 6.16(b), for a --------------- period of three years following the Company’s grant Closing Date (the "Restricted Period"), Seller and its Affiliates shall not establish or maintain in the nine states listed on Annex C attached hereto (the "Specified States") any retail bank branches in which it conducts lending and deposit taking activities (including any supermarket retail bank branches, but not including any home office, agency office, data processing or administrative office or remote service unit) ("Retail Branches") or otherwise conduct any retail bank lending and deposit taking activities by direct mail or other solicitation (other than normal and customary advertising which is not targeted specifically to Persons within a Specified State) in the Specified States through or in respect of this Optiona Retail Branch located outside the Specified States; provided, however, that the Optionee agrees that for as long as the Optionee is employed by the Company and until the first anniversary of the date of termination of the Optionee’s employment with the Company -------- ------- foregoing shall not prevent Seller or any Affiliate, as the case may be, such Optionee will not directly or indirectly, of its Affiliates from (i) engage in any business that operates originating loans directly or indirectly through (including through direct mail solicitations and related activities), and operating, the Loan Production Offices (including through a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”thrift charter), (ii) enter the employ of, conducting internet or render any services to, any Person engaged in a Competitive Businesselectronic banking operations (including taking deposits and originating loans), (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultantpurchasing whole loans, (iv) interfere with business relationships engaging in correspondent lending activities, or (whether formed before v) soliciting or after the date of this Award Agreementacquiring brokered deposits. (b) between the Company Section 6.16(a) shall not prevent Seller or any of its Affiliates and customers, suppliers, Partners, members or investors of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholders. Notwithstanding the foregoing, the Optionee may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Optionee from: (i) is not acquiring no more than 5% of the outstanding capital stock, partnership or other equity interests in any Person which conducts Thrift Operations which constitute a controlling Person of, or a member of a group which controls, such Person and Competing Thrift Business; (ii) does notacquiring up to 100% of the outstanding capital stock, direct partnership or indirectlyother equity interests in any Person, own 5or merging with or into any such other Person, which conducts Thrift Operations which do not constitute a Competing Thrift Business; (iii) acquiring up to 100% of the outstanding capital stock, partnership or more other equity interests in any Person, or merging with or into any such other Person which conducts Thrift Operations which constitute a Competing Thrift Business, provided, that Seller shall use its reasonable best efforts to -------- cause such Person to divest the Retail Branches of the Competing Thrift Business which are located in the Specified States on commercially reasonable terms as soon as practicable after acquisition of such ownership interest or such merger; or (iv) acquiring shares of capital stock, partnership or other equity interests in any Person as investments of the pension funds of Seller or any Affiliate or funds of any class other employee benefit plan of securities of such Person. (b) It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory Seller or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinAffiliate.

Non-Competition. (a) In consideration Executive agrees that, during the Employment Period and for a period of twelve (12) months after the Company’s grant of this OptionEmployment Period ends, the Optionee agrees that for as long as the Optionee is employed by the Company and until the first anniversary of the date of termination of the Optionee’s employment with the Company whether voluntarily or any Affiliateinvoluntarily, as the case may be, such Optionee Executive will not directly or indirectly: (1) induce or attempt to induce any person who is employed by or otherwise engaged to perform services for the Corporation to cease working for the Corporation; (2) induce or attempt to induce any customer, client, vendor, or supplier of the Corporation to cease doing business with the Corporation; or (i3) engage or participate, either individually or as an employee, contractor, consultant, principal, owner, partner, agent, trustee, officer, director or shareholder of a corporation, partnership or other business entity, in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that which competes directly with the Corporation or engages in any line of business which the Corporation has entered or internally announced an intention to enter prior to the end of the Company or its Subsidiaries at Employment Period, including, without limitation, the time provision of termination of such Optionee’s employment, (a “Competitive Business”), (ii) enter radiology services through the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships (whether formed before or after the date of this Award Agreement) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors of the Company or its Affiliates or (v) disparage the Company, its Directors, Officers or controlling stockholdersInternet to Providers. Notwithstanding the foregoing, nothing in this Article shall be deemed to preclude Executive from holding less than 1% of the Optionee mayoutstanding capital stock of any corporation required to file periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, directly or indirectly ownas amended, solely as an investment, and the securities of any Person engaged in the business of the Company or its Affiliates which are publicly traded listed on a any national or regional stock securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System or traded on the over-the-counter market if the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Personmarket. (b) It Executive acknowledges that the Corporation has expended substantial time and expense in the acquisition, research and development of processes, technology, /s/ ▇▇▇▇ ▇▇▇▇▇▇ Executive /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ Corporation techniques and products which are unique to the Corporation or not generally known to others and which could be unfairly taken or used by others in competition with the Corporation, and further acknowledges that competition with the Corporation is expressly understood and agreed not based strictly on geographical location. Accordingly, Executive agrees that although Optionee and Company consider the restrictions contained in this Section 7 and Agreement are reasonable. If the following Section 8 scope of the restrictions contained herein is too broad to be reasonablepermit enforcement of such restrictions to their full extent, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but then such restrictions shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine construed or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended re-written (“blue-lined”) so as to make it enforceablebe enforceable to the maximum extent permitted by law, such finding shall not affect and Executive hereby consents, to the enforceability of any extent Executive may lawfully do so, to the judicial modification of the other scope of such restrictions contained hereinin any proceeding brought to enforce such restrictions.

Non-Competition. Executive hereby acknowledges and agrees that, during the course of employment, Executive has become familiar with and involved in all aspects of the business and operations of the Employer. Executive hereby covenants and agrees that for four (a4) In consideration years after the Effective Time (the “Restricted Period”), Executive shall not, without the prior approval of a majority of the Company’s grant board of this Option, the Optionee agrees that for as long as the Optionee is employed by the Company and until the first anniversary of the date of termination of the Optionee’s employment with the Company or any Affiliate, as the case may be, such Optionee will directors (Executive not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and service package that competes directly with the business of the Company or its Subsidiaries at the time of termination of such Optionee’s employment, (a “Competitive Business”participating), (ii) enter the employ of, or render any services to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, in any capacity (whether as an individuala proprietor, partnerowner, shareholderagent, officer, director, shareholder, organizer, partner, principal, agentmanager, trustee member, employee, contractor, consultant or consultantotherwise) own, manage or control or participate in the ownership, management or control, or perform services that are the same as or substantially to those services provided by Executive to the Bank Entities twelve (iv12) interfere with business relationships months prior to the cessation of Executive’s employment by the Bank Entities to, any Competitive Business or to any Person that is attempting to form or acquire a Competitive Business if such Competitive Business operates, or is planning to operate, any office, branch or other facility (whether formed before in any case, a “Branch”) that is (or after the date of this Award Agreementis proposed to be) between the Company or any of its Affiliates and customers, suppliers, Partners, members or investors located within a fifty (50) mile radius of the Company Bank Entities’ headquarters or its Affiliates or within a twenty-five (v25) disparage mile radius of any Branch office of the Company, its Directors, Officers or controlling stockholdersBank Entities that is in existence immediately prior to the cessation of Executive’s employment by the Bank Entities. Notwithstanding any provision hereof to the foregoingcontrary, the Optionee may, directly this Section 7.1 does not restrict Executive’s right to (a) own or indirectly own, solely as an investment, acquire securities of any Person engaged in entity that files periodic reports with the business Securities and Exchange Commission under Section 13 or 15(d) of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or on Securities Exchange Act of 1934, as amended (the over-the-counter market if “Exchange Act”); provided that his total ownership constitutes less than two percent (2%) of the Optionee (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of outstanding securities of such Person. entity; (b) It is expressly understood and agreed that although Optionee and Company consider to own, or during the restrictions contained Restricted Period to maintain ownership of (but not to acquire ownership of), passive investments in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Award Agreement is an unenforceable restriction against Optionee, the provisions of this Award Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability securities of any entity that does not file periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the other restrictions contained hereinExchange Act; provided that his total ownership constitutes less than five percent (5%) of the outstanding securities of such company or (c) to serve as a director of Westminster American Insurance Company.