Common use of Non-Competition Clause in Contracts

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

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

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

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

Non-Competition. In consideration view of the employer’s international field of activity, after the Grantee has left the employer and even if his/her seniority would be inferior to six (6) months, except in case of termination of the employment by the Grantee for serious cause, the Grantee shall, during the period and on the territory specified below, be prohibited from exercising similar activities, either by running a personal enterprise or by being hired or engaged by a competing employer and having thus the opportunity of causing a prejudice to the employer by using for himself/herself or for the profit of a competitor, his/her knowledge of any practice specific to the employer which he/she has acquired on an industrial or commercial level during his/her employment. The prohibition referred to in this Paragraph (5bis) applies for twelve (12) months as of the day of termination of the employment and applies to the territory of Belgium and the Netherlands. The Grantee accepts that this territory is automatically extended to the countries in which he/she would also be active in the last thirty-six (36) months prior to the day of termination of the employment. If the non-competition obligation of this Paragraph (5bis) applies, a one off and lump sum indemnity will be paid to the Grantee, unless the employer waives the application of this clause within fifteen (15) days following the termination of the employment. This indemnity will amount to half of the gross salary for the term of the effective application of the non-competition obligation. If the non-competition obligation of this Paragraph (5bis) applies and if the Grantee fails to comply with its provisions, he/she will reimburse to the employer the indemnity he/she received and, in addition thereto, he/she will pay an equivalent amount as damages, without prejudice to the employer’s right to claim any additional damages. If, notwithstanding the severability provisions in the Agreement, the Employee --------------- agrees that, during the Employment Term, and for one year thereafter, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), the Employee shall not act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business engaged to a material extent in the manufacture or sale of (a) mattresses or other bedding products or (b) any other products which constitute more than ten percent (10%) of the Company's revenues at the time in direct competition with the Company in any market. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall Belgian Alternative Provision 1 would also be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 considered to be reasonable null and necessary. Neverthelessvoid, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus acting on behalf of the employer, and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall Grantee, agree to be irrevocable. In bound by the event of such following provision if the Grantee does not qualify as a waiver, sales representative (the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employment.“Belgian Alternative Provision 2”):

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

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

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

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

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

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

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

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

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

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

Non-Competition. In consideration A. Employee is familiar with the business of Company, the commercial and competitive nature of the industry, and with his extraordinary and unique services and abilities which enable him to seek and obtain similar employment in the broadcast industry. Employee recognizes that the value of Company's business would be injured if Employee obtained comparable employment with any of Company's competitors which own broadcast properties within any of the markets in which the Company owns broadcast properties as of the day on which this Agreement expires/terminates or as of the day before a Change of Control is consummated, whichever is applicable. For purposes of this AgreementSection 12A, the day before a Change of Control shall be applicable for determining limitations on broadcast markets if this Agreement terminates as a direct or indirect result of the Change of Control; otherwise, the day before the Agreement expires/terminates shall be the applicable date for these purposes. Employee --------------- agrees thatfurther recognizes that such injury could not be reasonably or adequately compensated by monetary compensation. For these reasons, upon the expiration/termination of this Agreement under either Section 8 or 9, Employee will not, for a period equal to the number of months for which severance benefits are payable to Employee under either Section 8B or 9B(3), but not more than one (1) year (the "Non-Competition Term"), perform services for any other person or entity in any broadcast market in which Company owns any broadcast properties as of the day on which this Agreement expires/terminates or as of the day before a Change of Control is consummated, whichever is applicable. Nothing in this Section 12 shall prevent Employee from performing services, during the Employment Non-Competition Term, and for one year thereafter, unless the Employee has waived the Transaction Bonus and the equity considerations described any person or entity in Subsections 6(b) and 6(c), the Employee shall not act broadcast markets in which Company owns no broadcast properties as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business engaged to a material extent in the manufacture or sale of (a) mattresses or other bedding products or (b) any other products which constitute more than ten percent (10%) of the Company's revenues at the time in direct competition with the Company in any market. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), day on which this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect Agreement expires/terminates or as of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of before a Change of ControlControl is consummated, the Employee maywhichever is applicable. Furthermore, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 12 shall be void upon his termination not prevent Employee from performing services during the Non-Competition Term in broadcast markets in which the acquiring company owns broadcast properties on the day before a Change of employmentControl becomes effective.

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

Non-Competition. In consideration (a) During the period commencing on the Effective Date and continuing until the earlier of (A) March 16, 2018 and (B) the date that Trican Parent ceases to directly or indirectly own at least 5% of the issued and outstanding Class A Units and 100% of the issued and outstanding Class C Units, Trican and its Affiliates shall not directly or indirectly: (i) compete with the Company or its Subsidiaries in the Territory in the oil field services business; (ii) have an interest in any Person that competes in the Territory directly or indirectly with the Company or its Subsidiaries in any capacity (a “Competitive Business”), including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) knowingly interfere in any respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Company and its Subsidiaries, on the Employee --------------- agrees that, during the Employment Termone hand, and for one year thereafterany of their respective customers, unless suppliers or partners, on the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), the Employee shall not act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business engaged to a material extent in the manufacture or sale of (a) mattresses or other bedding products or (b) any other products which constitute more than ten percent (10%) of the Company's revenues at the time in direct competition with the Company in any market. Ifhand; provided, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit shall not prohibit, or be interpreted as prohibiting, Trican Parent and its Affiliates from (1) conducting activities constituting or relating to the Employee's ability to engage Excluded Businesses, the Excluded Assets and the Excluded Liabilities (as such terms are defined in certain business pursuits during the period Trican Purchase Agreement); (2) making equity investments in publicly owned companies which constitute a Competitive Business, provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect investments do not exceed 10% of the provisions outstanding common equity of this Section 10such publicly owned companies or (3) entering into any licensing or other agreements relating to the intellectual property of Trican Parent and its Affiliates; provided, that such licensing or other agreements are in compliance with, and that do not breach or violate, the Employee has had reasonable time to consider Intellectual Property License Agreement (as defined in the effect of these provisionsTrican Purchase Agreement). Notwithstanding the foregoing, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions nothing contained in this Section 10 4.5(a) or elsewhere in this Agreement shall prevent a Person that acquires all of the equity interests of Trican Parent (whether by acquisition of equity interests, merger or otherwise) from continuing to be reasonable conduct its and necessary. Neverthelessits Affiliates business and operations in and outside of the Territory; provided, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In that in the event a Person consummates an acquisition, directly or indirectly, of all or substantially all of the assets of Trican or a breach majority of the common equity interests of Trican (whether by acquisition of equity interests, merger or threatened breach otherwise), Trican shall provide notice of this Section 10 by such sale transaction (the Employee, “Transaction Notice”) no later than three days after the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof consummation of such acquisition transaction and the Company will shall have the option, but not the obligation, upon notice to Trican delivered no later than 60 days after receipt of the Transaction Notice, to purchase the Units formerly Held by Trican prior to such sale transaction (including the Class C Units) for Fair Market Value (and in the case of Class C Units, such Fair Market value shall be entitled calculated as if such Class C Units were converted to pursue Class A Units on a fully diluted basis based on the Fair Market Value for such other remedies at law or Units immediately prior to exercise of this purchase option) (as determined by an independent valuation firm selected by the Management Board (unless a prior valuation has been undertaken in equity which it deems appropriate. During the ten (10) 30 day period ending on the date prior to such calculation of a Change of ControlFair Market Value, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver which case Fair Market Value shall be irrevocable. In the event of based on such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentprior valuation)).

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

Non-Competition. In consideration of this Agreementthe Company’s promise to disclose, and disclosure of, its Confidential Information and other good and valuable consideration provided hereunder, the Employee --------------- receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that: Until the end of the Salary Continuation Period, defined above in Section 1(d)(i) (the “Restricted Period”), Executive shall not, anywhere in the Restricted Territory, directly or indirectly, engage in, assist or become associated with a Competitive Activity. For purposes of this Section 2(b): (i) the “Restricted Territory” shall mean the United States of America and any other country in the world where the Company or any Affiliate is providing or supplying, or is planning to provide or supply, goods or services and in or concerning which, during the Employment Termcourse of Executive’s employment, Executive or any employee under Executive’s direct supervision performed material duties for the Company or Affiliate; (ii) a “Competitive Activity” means, at the time of Executive’s termination, any business or other endeavor in the Restricted Territory of a kind being conducted by the Company or any of its subsidiaries or, if engaged in the provision of any travel related services, any of its affiliates in the Restricted Territory (or demonstrably anticipated by the Company or its subsidiaries or affiliates as of the Effective Date or at any time thereafter; and for one year thereafter(iii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c)principal, the Employee shall not act as a proprietoremployee, investorofficer, director, officerindependent contractor, employeerepresentative, substantial stockholder, consultantfinancial backer, agent, partner, advisor, lender, or partner in any business engaged to a material extent in the manufacture other individual or sale of (a) mattresses representative capacity with any individual, partnership, corporation or other bedding products or (b) any other products which constitute more organization that is engaged in a Competitive Activity. Notwithstanding the foregoing, Executive may make and retain investments during the Restricted Period, for investment purposes only, in less than ten five percent (10%) of the Company's revenues at the time outstanding capital stock of any publicly-traded corporation engaged in direct competition with the Company in any market. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination a Competitive Activity if stock of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions corporation is found to be unreasonable either listed on a national stock exchange or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of NASDAQ National Market System if Executive is not otherwise affiliated with such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentcorporation.

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

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

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

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

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

Non-Competition. In consideration Developer acknowledges and agrees that Friendly's has invested a substantial amount of time and money in developing the System and the confidential information associated therewith (the "Confidential Information") and that Friendly's would be unable to protect its System, the Confidential Information and trade secrets against unauthorized use or disclosure and would be unable to encourage a free exchange of ideas and information among Friendly's and its licensees if prospective licensees or licensees were permitted to hold interests in or perform services for any competing business and that the following restrictions are reasonably required in order to protect Friendly's information, marketing strategies, operating policies and other elements of the System from unauthorized appropriation and to ensure that Developer is using its best efforts in employing its financial and management resources effectively to meet and exceed the minimum and target development schedule set forth in this Agreement. Therefore, the Employee --------------- Developer agrees that, during the Employment Termterm of this Agreement, and for one year thereafterneither Developer nor any of its corporate parent, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), the Employee shall not act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, subsidiaries or partner their affiliates will have any direct or indirect legal or beneficial interest or perform services in any business engaged which owns, operates, licenses, franchises or develops any restaurant concept which both (i) has sit down, table service, and (ii) is a mid-scale priced, family style restaurant, coffee shop or ice cream/frozen yogurt shoppe (as defined by CREST operators list as of June 1, 1997) including but not limited to Denny's Shoney's Big Boy, Country Kitchen, Xxx Xxxxx, Cracker Barrel, IHOP, Village Inn, Waffle House, Dairy Queen, Xxxxxxx'x, Xxxxxx, Xxxxxx Xxxxxxx, TCBY or similar. Notwithstanding the above, a material extent in restaurant concept which is a mid-scale priced family style restaurant will be deemed competitive if frozen deserts comprise 5% or more of the manufacture sales mix as measured on any six (6) month basis. Developer further agrees that for a period of two (2) years after the termination or sale expiration of this Agreement, Developer and all of such persons will be subject to the same restriction on competing activities (ai) mattresses or other bedding products or within the Territory and (bii) any other products which constitute more than ten percent within the trade area (10%as reasonably determined by Friendly's) of the Companyany Friendly's revenues at the time in direct competition with the Company in Restaurant currently operated by Friendly's or any market. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for abovelicensee, but in no event within a radius of three (3) miles from any such restaurant. Developer further acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney paragraph confers no exclusivity on Developer with respect to these provisionsDeveloper's further operation of any Restaurant within the Territory after the expiration or termination of this Agreement. The Company restrictions of this section shall not be applicable to the Friendly's Restaurants operated under franchise agreements between Developer and Friendly's, to the Employee consider ownership of shares of a class of securities listed on a stock exchange or traded on the restrictions contained in this Section 10 over-the-counter market that represent five percent (5%) or less of the numbers of shares of that class of securities issued and outstanding, or to be reasonable any restaurants franchised by Wendy's International and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified operated by the court, to be fully enforced. In the event corporate parent or any affiliate of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentDeveloper.

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

Non-Competition. In consideration The Lessee acknowledges that upon and after any termination of this AgreementLease, any competition by any member of the Leasing Group with any subsequent owner or subsequent lessee of the Leased Property (the "Purchaser") would cause irreparable harm to the Lessor and any such Purchaser. To induce the Lessor to enter into this Lease, the Employee --------------- Lessee agrees that, during from and after the Employment Termend of the seventh (7th) Lease Year and thereafter until the later of (A) the expiration of this Lease or (B) the fifth (5th) anniversary of the termination of this Lease on account of a Lease Default, and for one year thereafter, unless without the Employee has waived prior written consent of the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(cLessor (which consent shall not be unreasonably withheld or delayed), no member of the Employee Leasing Group nor any Subsidiary of any member of the Leasing Group (collectively, the "Limited Parties") shall not act be involved in any capacity in or lend any of their names to or engage in any capacity in any assisted living facility (or other facility operated for any use included within the definition of the Primary Intended Use), center, unit or program (or in any Person engaged in any such activity or any related activity competitive therewith), excluding however any of the facilities described on Schedule 11.5 attached hereto (collectively, the "Excluded Facilities"), whether such competitive activity (the "Competitive Activity") shall be as a proprietoran officer, director, owner, employee, agent, advisor, independent contractor, developer, lender, sponsor, venture capitalist, administrator, manager, investor, directorpartner, officerjoint venturer, employee, substantial stockholder, consultant, consultant or partner other participant in any business engaged capacity whatsoever with respect to a material extent in the manufacture or sale of an assisted living facility (a) mattresses or other bedding products facility operated for any use included within the definition of Primary Intended Use), center, unit or program located within a seven (b7) any other products which constitute more than ten percent (10%) mile radius of the Company's revenues at Leased Property. The Lessee hereby acknowledges and agrees that none of the time in direct competition with span, scope or area covered by the Company in any market. If, however, foregoing restrictive covenants is or are unreasonable and that it is the Employee has waived specific intent of the Transaction Bonus Lessee that each and all of the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete restrictive covenants set forth hereinabove shall be void upon the Employee's termination of employmentvalid and enforceable as specifically set forth herein. The Employee understands Lessee further agrees that these restrictions are special, unique, extraordinary and reasonably necessary for the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect protection of the provisions of this Section 10, Lessor and any Purchaser and that the Employee has had reasonable time violation of any such covenant by any of the Limited Parties would cause irreparable damage to consider the effect of these provisions, Lessor and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to any Purchaser for which a legal remedy alone would not be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue fully protect such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentparties.

Non-Competition. In consideration During (i) the Executive's employment with the Company and (ii) the two (2) year period immediately following the Executive's Date of this AgreementTermination, the Employee --------------- agrees that, during the Employment Term, and for one year thereafter, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(bExecutive (A) and 6(c), the Employee shall not act engage, anywhere within the geographical areas in which any Sunbeam Entity is then conducting its business operations, directly or indirectly, alone, in association with or as a proprietorshareholder, investorprincipal, agent, partner, officer, director, officeremployee or consultant of any other organization, employee, substantial stockholder, consultant, or partner in any business engaged (a "Competitive Business") which competes with any business then being conducted by such Sunbeam Entity; (B) shall not solicit or encourage any officer, employee or consultant of any of the Sunbeam Entities to leave the employ of any of the Sunbeam Entities for employment by or with any Competitive Business; and (C) shall not solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any of the customers or accounts, or prospective customers or accounts, of any Sunbeam Entity, which were contacted, solicited or served by the Executive while employed by the Company; provided, however, that nothing herein shall prohibit the Executive from owning a material extent in the manufacture or sale maximum of (a) mattresses or other bedding products or (b) any other products which constitute more than ten two percent (102%) of the Company's revenues at outstanding stock of any publicly traded corporation. Following the time in direct competition with Date of Termination, ownership by the Company in Executive of not more than five percent (5%) of any marketpublicly traded corporation shall not constitute a violation hereof. If, howeverat any time, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 1014(c) shall be determined to be invalid or unenforceable, and that the Employee has had reasonable time by reason of being vague or unreasonable as to consider the effect area, duration or scope of these provisionsactivity, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 14(c) shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as determined to be reasonable and enforceable and, by the court or other body having jurisdiction over the matter; and the Executive agrees that this Section 14(c) as so modified by the court, to amended shall be fully enforcedvalid and binding as though any invalid or unenforceable provision had not been included herein. In the event of a breach or threatened breach For purposes of this Section 10 by the Employee14(c), the Company will be entitled to preliminary design, manufacture and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof marketing of outdoor barbecue grills and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver small kitchen appliances shall be irrevocable. In construed to be a Competitive Business; provided, however, that the event gross revenues derived from sales of such a waiver, products by such competitor are greater than the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination lesser of employment(i) 10% of its total revenues and (ii) $500,000,000.

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

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

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

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

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

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

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

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

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

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

Non-Competition. In consideration (a) Employee acknowledges and agrees that the retention of this AgreementConfidential Information is essential to the continued existence of the Company, and that such information constitutes trade secrets, disclosure of which would irreparably harm the business of the Company. Employee --------------- further acknowledges that the Company would find it extremely difficult to replace Employee. Accordingly, Employee agrees that, that he will not during the Employment Termperiod he is employed by the Company or any present or future parent, subsidiary or affiliate of the Company, under this Agreement or otherwise, and for one year thereaftera period of 15 months thereafter (i) engage in, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c)or otherwise directly or indirectly be employed by, the Employee shall not or act as a proprietorconsultant, investoradvisor or lender to, or be a director, officer, employee, substantial stockholder, consultantowner, or partner of, any other Competitive Business (as hereinafter defined), (ii) assist others in engaging in any business engaged Competitive Business, (iii) induce any employee of the Company or any present or future parent, subsidiary or affiliate of this Company to terminate his employment with the Company or such parent, subsidiary or affiliate, or engage in any Competitive Business, within a material extent in period of one year after such person is no longer employed by the manufacture Company or sale of (a) mattresses any present or other bedding products future parent, subsidiary or (b) any other products which constitute more than ten percent (10%) affiliate of the Company's revenues at the time in direct competition , or (iv) induce any entity or person with which the Company in or any marketof present or future parent, subsidiary or affiliate has a business relationship to terminate or alter such business relationship. IfAs used herein "Competitive Business" means and includes the business of designing, howeverdeveloping, the Employee has waived the Transaction Bonus manufacturing and the equity considerations described in Subsections 6(b) and 6(c)marketing RF/Microwave/Millimeter/ Wave ceramic capacitors, this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration thin film products and other benefits from passive components and any other business that provides services and/or products which are comparable to the services and/or products provided or contemplated to be provided by the Company hereunder than or any present or future parent, subsidiary or affiliate of the Employee would otherwise receive Company. Notwithstanding anything contained herein to justify such restriction. The Employee acknowledges that the Employee understands the effect of contrary, the provisions of this Section 10Paragraph 9 will not be deemed breached merely because Employee owns not more than 1% of the outstanding common stock of a corporation, and that if, at the Employee has had reasonable time to consider of its acquisition by Employee, such stock is listed on a national securities exchange, is reported on NASDAQ, or is regularly traded in the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable over-the-counter market by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event member of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentnational securities exchange.

Non-Competition. In consideration Seller agrees that the Purchase Price was fixed on the basis that the transfer of the Purchased Assets to Purchaser would provide Purchaser with the full benefit and goodwill of the Business as it existed on the Closing Date. Seller acknowledges that it is proper for Purchaser to have assurance that the value of the Purchased Assets or the Business will not be diminished by acts of Seller after the Closing Date. Accordingly, Seller covenants and agrees that, commencing on the Closing Date and ending on the second anniversary of the Closing Date, it will not, and shall cause its Affiliates not to, (i) directly or indirectly compete with, or own, manage, operate or control or participate in ownership, management, operation or control of, or provide consulting services or financial resources to, or act as guarantor for, any business, firm, corporation, partnership, person, proprietorship or other entity which is engaged in a Competing Business in the State of Georgia, (ii) directly or indirectly solicit to leave his or her employment or engagement with Purchaser or any of its Affiliates any of its respective employees, consultants, agents or independent contractors (for this purpose, the terms "employees", "consultants" "agents" and "independent contractors" shall include any person having such status with regard to a company at any time during the six (6) months preceding any solicitation in question) or (iii) solicit, interfere with or endeavor to entice away from Purchaser or the Business or any of its Affiliates for itself or on behalf of any Person, any customer or supplier of the Purchaser or the Business or any of its Affiliates. The foregoing provisions shall not apply to investments in shares of stock of a corporation traded on a national securities exchange or on the national over-the-counter market which shall constitute less than two percent (2%) of the outstanding shares of such stock of such corporation. If any provisions of this Agreement, and specifically this Section 6.3, is deemed invalid by a court of competent jurisdiction, the Employee --------------- agrees thatcovenants contained herein shall be applicable and enforceable for such lesser period of time, during the Employment Term, within such more limited geographical area and for one year thereafter, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), the Employee shall not act such lesser activity as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, such court may then or partner in any business engaged to a material extent in the manufacture or sale of (a) mattresses or other bedding products or (b) any other products which constitute more than ten percent (10%) of the Company's revenues at the time in direct competition with the Company in any market. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 thereafter determine to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, proper under the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentcircumstances.

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

Non-Competition. In consideration order that Purchaser and its Affiliates may have and enjoy the full benefit of this Agreementthe Businesses, until the Employee --------------- agrees that, during the Employment Term, and for one year thereafter, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), the Employee shall not act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business engaged to a material extent in the manufacture or sale earlier of (a) mattresses or other bedding products or (b) any other products which constitute more than ten percent (10%) the third anniversary of the Company's revenues at Closing Date and (ii) the time Xxx Xxxxxx and Xxxxxx Xxxx cease to be employees of or otherwise provide services to Parent, Star Mountain or any of their respective Affiliates (the "Non-Competition Period"), neither Sellers nor any of their Subsidiaries will, directly or indirectly, engage in direct competition any activity involving, or own any equity of or debt convertible into equity of, control, operate or assist an entity that is in, any business that competes with the Company Project Management Business in any market. Ifjurisdiction in which the Project Management Business operates (the "Competitive Business") or provide any project management related services to a Competitive Business or license, sublicense or otherwise make available to any Person any project management related technology or intellectual property that can be utilized to engage in the Competitive Business; provided, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit shall not prohibit Sellers or any of their Subsidiaries from (i) acquiring, directly or indirectly, securities of any Person traded in a public market that participates in a Competitive Business; provided that Sellers and their Subsidiaries do not, in the Employee's ability aggregate, own more than 5% of any class of securities of such Person; or (ii) acquiring a company (the "Diversified Company") or a business having not more than 25% of its gross revenues attributable to engage a Competitive Business, so long as, with respect to such Diversified Company or business acquired, such Seller and/or its Subsidiaries shall have divested itself within 12 months of its acquisition of such Diversified Company of the assets of such Diversified Company that constitute the Competitive Business and pending such disposition of the Competitive Business, Sellers and/or its Subsidiaries, as applicable, puts into place procedures reasonably designed to ensure the autonomy and independence of the entity or division engaged in certain business pursuits during the period provided for aboveCompetitive Business. Notwithstanding the foregoing, but acknowledges nothing contained in this Section 5.7 shall prevent the Sellers or any of their Subsidiaries through the Government group from providing project management services to government agencies or non-governmental parties involved in government contracts. In the event that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 105.7 should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by applicable law in any jurisdiction, and that then such provisions shall be deemed reformed in such jurisdiction to the Employee has had reasonable time to consider the effect maximum permitted by applicable law. If any Seller violates any of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in its obligations under this Section 10 to be reasonable 5.7, Purchaser and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for its Affiliates may proceed against such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at Seller in law or in equity which it deems for such damages or other relief as a court may deem appropriate. During the ten (10) day period ending on the date Sellers each acknowledge that a violation of a Change of Control, the Employee may, this Section 5.7 will cause Purchaser and its Affiliates irreparable harm which cannot be adequately compensated for by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described money damages. Each Seller therefore agrees that in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in any actual or threatened violation of this Section 10 5.7, Purchaser and its Affiliates shall be void upon his termination entitled, in addition to other remedies that they may have, to a temporary restraining order and to preliminary and final injunctive relief against Sellers or such Subsidiary of employmentSellers to prevent any violations of this Section 5.7, without the necessity of proving actual damages or posting a bond.

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

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

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

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

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

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

Non-Competition. In consideration During the period of this Agreement, the Employee --------------- agrees that, during the Employment Term, and for one year thereafter, unless the Employee has waived the Transaction Bonus employment and the equity considerations described in Subsections 6(b) and 6(c)Restricted Period, the Employee shall not act not, whether on behalf of himself or any other entity, engage, directly or indirectly, either as a proprietor, investorstockholder, pmtner, officer, director, officer, employee, substantial stockholder, consultant, employee or partner otherwise, for any entity engaged in any a business engaged similar to that of BFST and the Bank that maintains a material extent location in the manufacture Louisiana Parishes and Texas Counties set forth on Schedule 2.4 of this Exhibit A, which Schedule 2.4 may be amended from time to time by the Bank to include any additional parishes and counties in which the Bank has a branch banking facility, which amendments will be presented to Employee in writing and will become effective and binding on Employee unless Employee provides a notice of termination of this Agreement on or sale prior to the fifth (5t11) business day following the date on which notice of the amendment is duly provided to Employee. Notwithstanding the foregoing, Employee may invest in the securities of any enterprise if (ai) mattresses such securities are listed on any national or other bedding products or regional securities exchange, (bii) any other products which constitute Employee does not beneficially own more than ten one percent (101%) of the Company's revenues at outstanding capital stock of such enterprise, and (iii) Employee does not otherwise pmticipate in the time in direct competition with activity of such enterprise. For purposes of this Exhibit A, Employee acknowledges and agrees that the Company in any market. If, however, the Employee has waived the Transaction Bonus "business" of BFST and the equity considerations described Bank and their affiliates involves and relates to extending credit, accepting deposits, and engaging in Subsections 6(b) those other activities permissible for bank holding companies and 6(c)FDIC-insured financial institutions, this covenant not to compete shall be void upon the Employee's termination of employment. The either directly or indirectly, through financial or operating subsidiaries and affiliates; that Employee understands that and knows the foregoing restrictions may limit business in which BFST and the Employee's ability to engage in certain Bank and their affiliates is engaged and the scope, activities and business pursuits during involved in the period provided for above, but acknowledges that business of BFST and the Employee will receive sufficiently higher remuneration Bank and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10, their affiliates; and that the Employee has had reasonable time to consider the effect of these provisions, noncompetition and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions non-solicitation covenants contained in this Section 10 Exhibit A prohibit the Employee from engaging, in any capacity or any position, and from conducting any activities or business similar to be reasonable and necessary. Nevertheless, if any aspect that of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof BFST and the Company will be entitled to pursue such other remedies at law or Bank and their affiliates. As used in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Controlthis Exhibit A, the Employee may"customers" includes, by written notice to the Companybut is not limited to, elect to waive his Transaction Bonus businesses, persons and entities for whom BFST and the equity considerations described in Subsections 6(b) Bank and 6(c)their affiliates has extended credit, accepted deposits or provided other financial services, or with whom BFST and the Bank and their affiliates has had contracts, agreements, arrangements or any type of business, or working relationship. Such waiver shall be irrevocableEmployee acknowledges and represents that he understands the nature of the customer relationships ofBFST and the Bank and their affiliates and who and what comprises its customers. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth As used in this Section 10 shall be void upon his termination of employmentExhibit A, "BFST and the Bank and their affiliates" includes any and all predecessor, successor, parent subsidiary and affiliate entities.

Non-Competition. In consideration of As a condition to receiving any benefits pursuant to this Agreement, the Employee --------------- agrees that, that during the Employment Term, Employee’s period of employment and for one year thereafter, unless through the Employee has waived first anniversary of the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c)Employee’s Date of Termination, the Employee shall not act engage in or become associated with any Competitive Activity. For purposes of this Section 10, a “Competitive Activity” shall mean any business or other endeavor that engages in any country in which the Company or its subsidiaries have business operations in a business that directly or indirectly competes with all or any substantial part of any of the business in which the Company or its subsidiaries is engaged at the time of the Employee’s Date of Termination. The Employee shall be considered to have become “engaged” or “associated” with a Competitive Activity if the Employee becomes involved as a proprietoran owner, investoremployee, officer, director, officerindependent contractor, employeeagent, substantial stockholderpartner, consultantadvisor, lender, or partner in any business engaged to a material extent in other capacity calling for the manufacture rendition of the Employee’s personal services, either alone or sale of (a) mattresses with any individual, partnership, corporation or other bedding products organization that is engaged in a Competitive Activity and the Employee’s involvement relates in any respect to the Competitive Activity of such entity; provided, however, that the Employee shall not be prohibited from owning less than two percent of any publicly traded corporation, whether or (b) any other products which constitute more than ten percent (10%) of the Company's revenues at the time not such corporation is in direct competition with the Company in any marketCompany. If, howeverat any time, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 1010 shall be determined to be invalid or unenforceable, and that the Employee has had reasonable time by reason of being vague or unreasonable as to consider the effect area, duration or scope of these provisionsactivity, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as determined to be reasonable and enforceable and, as so modified by the courtcourt or other body having jurisdiction over the matter, to be fully enforced. In and the event of a breach or threatened breach of Employee agrees that this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver as so amended shall be irrevocable. In the event of such a waiver, the Employee's agreement valid and binding as though any invalid or unenforceable provision had not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentbeen included herein.

Non-Competition. In consideration Seller acknowledges (x) its possession of this Agreementconfidential or proprietary information, (y) its limited right to access the Employee --------------- Mixed Notebooks held in escrow pursuant to the Escrow Agreement and Section 5.11, and (z) the highly competitive nature of the Business and, accordingly, agrees that, during the Employment Term, and for one year thereafter, unless the Employee has waived the Transaction Bonus in consideration of Buyer's entering into this Agreement and the equity considerations described in Subsections 6(bother transactions contemplated hereby and the premises contained herein, including the payment of the Purchase Price and the assumption of the Assumed Liabilities as provided hereunder, for a period commencing on the Closing Date and ending on the fifth anniversary thereof, neither Seller nor any of its Affiliates (now existing or hereafter incorporated, formed or otherwise organized) and 6(c)shall, the Employee shall not act directly or indirectly, for any reason whatsoever, either individually or as a proprietormember, investorshareholder, directorpartner, officeragent or principal of another business firm (unless (A) acting pursuant hereto or with the prior written consent of Buyer which consent may be withheld in Buyer's sole discretion or (B) Seller or its Affiliate is such a member or shareholder solely by virtue of a passive investment of not more than three percent of the outstanding voting or economic rights of such business firm) (i) directly or indirectly, employee, substantial stockholder, consultantundertake any activity in the Field in the Territory, or partner in any business engaged to a material extent in the manufacture (ii) license or sale of (a) mattresses or other bedding products or (b) authorize any other products which constitute more than ten percent (10%) of Person to do the Company's revenues at the time in direct competition with the Company in any market. Ifsame; provided, however, the Employee has waived the Transaction Bonus and the equity considerations described that in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the foregoing shall not prevent any third party that becomes an Affiliate of Seller as a result of such Change of Control (but not Seller or any successor to Seller unless Seller or such successor is merged or consolidated and Seller or such successor ceases to exist as an independent entity as a result of such Change of Control) from (x) directly or indirectly, undertaking any activity in the Field in the Territory, or (y) licensing or authorizing any other Person to do the same, in each case only to the extent that (1) such activity, whether prior to or after the effective date of the Change of Control, was or is effected without the access or use of any Seller Intellectual Property or any person who is or was an officer or Employee mayof Seller or any of its Affiliates that was an Affiliate prior to such Change of Control (each, by an "Existing Affiliate"), (2) Seller (or its successor) shall have provided Buyer written notice that such third party has an active mGluR program, together with a written undertaking for the benefit of Buyer by such third party and, if any, the ultimate parent of such third party that (A) such third party, parent, or Seller (or its successor) (to the Companyextent of the merger or consolidation in which Seller or such third party ceases to exist as an independent entity), elect on behalf of themselves and their respective Affiliates, expressly agree to waive his Transaction Bonus be bound by Section 5.2(a), Section 5.2(i) and Section 7.2(b), (B) no Seller Intellectual Property has been or will be accessed or used in connection with such activity and (C) such activity will be conducted other than using Seller or any Existing Affiliate and in any event, without using any of Seller's or any of its Existing Affiliates' officers or Employees and (3) Seller (and any successor) shall have complied, and shall continue to comply, with the terms of this Agreement and the equity considerations described Related Documents. Nothing in Subsections 6(b) and 6(c). Such waiver the foregoing provision is intended, or shall be irrevocable. In construed, to grant Seller (or its successor) or any third party that becomes an Affiliate of Seller as a result of a Change of Control a license or any other rights in or to any of the event of such Purchased Assets or a waiver, the Employee's agreement not right to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentuse any Buyer Confidential Information.

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

Non-Competition. (i) In partial consideration for award of this Agreementthe Options, in order to forestall the disclosure or use of Confidential Information as well as to deter Optionee’s intentional interference with the contractual relations of the Partnership Group, Optionee’s intentional interference with the prospective economic advantage of the Partnership Group and to promote fair competition, Optionee agrees that during the period commencing on the Grant Date and ending on the earlier of (i) solely if any such Units were acquired prior to the date on which Optionee’s Employment terminates, the Employee --------------- agrees that, during second (2nd) anniversary of the date on which Optionee and Optionee’s Permitted Transferees cease to hold any Units and (ii) the second (2nd) anniversary of the date of Optionee’s termination of Employment Term, and for one year thereafter, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c(the’ “Restricted Period”), the Employee Optionee shall not act directly or indirectly own any interest in, manage, control, participate in (whether as a proprietor, investoran officer, director, officermanager, employee, substantial stockholderpartner, consultantequityholder, member, agent, representative or otherwise), consult with, render services for, or partner in any business engaged to a material extent other manner engage in any Competitive Business anywhere in which the Partnership Group is engaging in the manufacture or sale of (a) mattresses or other bedding products or (b) any other products which constitute more than ten percent (10%) business as of the Company's revenues at earlier to occur between, solely if any such Units were acquired prior to the time in direct competition with the Company in any market. If, howeverdate on which Optionee’s Employment terminates, the Employee has waived the Transaction Bonus date on which Optionee and the equity considerations described in Subsections 6(b) Optionee’s Permitted Transferees cease to hold any Units and 6(c), this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of Optionee’s termination of Employment; provided, that nothing herein shall prohibit Optionee from being, directly or indirectly, a Change passive owner of Control, not more than 2% of the Employee may, by written notice to outstanding stock of any class of a corporation which is publicly traded so long as Optionee does not have any active participation in the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event business of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentcorporation.

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

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

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

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

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

Non-Competition. In consideration (a) For a period of this Agreementfive (5) years commencing on the Closing Date, Seller and Cytori Japan shall not, and shall not permit any of their Affiliates, successors or assigns to (Seller, Cytori Japan, or their Affiliates and their successors and assigns, the Employee --------------- agrees that, during the Employment Term, and for one year thereafter, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c“Seller Restricted Parties”), directly or indirectly (including through one or more intermediaries) (i) own, manage, operate, control, be employed by or participate in the Employee shall not act as a proprietorownership, investormanagement, director, officer, employee, substantial stockholder, consultantoperation or control of, or partner otherwise engage in or assist others in engaging in any business engaged to a material extent competitive with the Business in the manufacture Territory (the “Seller Restricted Business”); (ii) take any action that would or sale of (a) mattresses or other bedding products or (b) would reasonably be expected to assist any other products which constitute more than ten percent (10%) of the Company's revenues at the time in direct competition with the Company in any market. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not third party to compete with the Company Business in the Territory, or (iii) have an interest in any Person that engages directly or indirectly in the Seller Restricted Business. Notwithstanding the foregoing, (x) Seller, Cytori, Japan, and their Affiliates may own, directly or indirectly, solely as set forth an investment, securities of any company in this Section 10 shall be void upon his termination the Seller Restricted Business traded on any national securities exchange if Seller, Cytori Japan, and their Affiliates do not control, and are not members of employmenta group which controls, such company and do not, directly or indirectly, own 5% or more of any class of securities of such company; (y) Seller, Cytori Japan, and their Affiliates may, directly or indirectly, acquire, carry on, manage, engage, take part in, render services to, own, share in the earnings of or invest in the securities of any business or entity 10% or less of whose gross revenues for the preceding calendar year were not, and for the calendar year in question are not reasonably expected to be, derived from being engaged in the Seller Restricted Business and (z) Cytori Japan (and its Exhibit 2.1 successors or assigns) may continue to operate the Business in Japan, as currently conducted by Cytori Japan; provided Seller, Cytori Japan, or any successors or assigns of the Cytori Japan business or assets may not manufacture, market, or sell products or otherwise conduct any part of the Business in the Territory.

Non-Competition. In consideration of this Agreement, the Employee --------------- agrees that, during the Employment Term, and for one year thereafter, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), the Employee shall not act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business engaged to a material extent in the manufacture or sale of (a) mattresses During the period commencing on the Closing Date and ending four (4) years after the Closing Date, Sellers shall not, and shall cause their Affiliates not to, directly or other bedding products indirectly, in any capacity (i) develop, construct, lease, own, manage, operate or control any Prohibited Business that is located within the Territory, (ii) manage or provide management or consulting services to, or participate in the management or control of, any Person with respect to the development, construction, ownership or operation of any Prohibited Business that is located within the Territory, or (biii) own a financial interest in, or lend money to, any other products which constitute more than ten percent (10%) Person that engages in any of the Company's revenues at the time activities described in direct competition with the Company in any market. Ifclauses (i) and (ii), above; provided, however, that Sellers may (x) acquire a Person that engages in the Employee has waived Prohibited Business, among other activities of such Person, in the Transaction Bonus Territory, provided that such Person’s EBITDA from the conduct of such Prohibited Business in the Territory does not exceed 10% of its total EBITDA for the completed portion of its then current fiscal year and the equity considerations described in Subsections 6(b) and 6(c), this covenant not full fiscal year immediately prior to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10acquisition, and (y) enter into, at arm’s length, any bona fide joint venture (or partnership or other business arrangement) for the development or operation of a business that is not a Prohibited Business in the Employee has had reasonable time to consider Territory with any Person who is not directly engaged in the effect Prohibited Business in the Territory but which is an Affiliate of these provisionsanother Person engaged in the Prohibited Business in the Territory; provided, and further, that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions nothing contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable 10.8 shall prohibit or otherwise unenforceable by a court restrict Sellers’ current or future operation of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforcedinpatient rehabilitation facilities. In the event that Sellers or their Affiliates complete a transaction described in Section 10.8(a)(x), Sellers or their Affiliates shall offer the acquired Prohibited Business in the Territory to LifeCare at a purchase price equal to the greater of fair market value or the purchase price allocated to the Prohibited Business in 55 the overall transaction (unless Sellers notify LifeCare that Sellers intend to convert such Prohibited Business to a breach or threatened breach business line other than a Prohibited Business and thereafter complete such conversion within twelve (12) months after the completion of this Section 10 by such purchase). LifeCare shall have a period of sixty (60) days from and after the Employeereceipt of Sellers’ written offer to notify Sellers in writing of its decision to purchase such Prohibited Business. During such sixty (60) day period, Sellers shall grant LifeCare access to the plant, properties, equipment, books, records and personnel of such Prohibited Business for purposes of LifeCare’s due diligence. If LifeCare timely notifies Sellers in writing that it intends to purchase such Prohibited Business, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue purchase agreement for such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver transaction shall be irrevocableupon terms and conditions substantially similar to this Agreement. In If LifeCare fails to respond to Sellers’ offer within sixty (60) days after the event receipt of such a waiversame, the Employee's agreement not to compete with the Company as set forth in this Section 10 LifeCare shall be void upon his termination deemed to have declined Sellers’ offer to purchase such Prohibited Business and Sellers shall not be deemed to be in violation of employment.this

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

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

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

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

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

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

Non-Competition. In consideration of this Agreementthe Company’s promise to disclose, and disclosure of, its Confidential Information and other good and valuable consideration provided hereunder, the Employee --------------- receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees thatand covenants that from the date hereof and until the date that is 18 months following Executive’s date of termination of employment from the Company or any of its subsidiaries or affiliates for any reason, during including the Employment Term, and for one year thereafter, unless expiration of the Employee has waived Term (the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c“Restricted Period”), Executive shall not, directly or indirectly, engage in, assist or become associated with a Competitive Activity. For purposes of this Section 2(b): (i) a “Competitive Activity” means, at the Employee time of Executive’s termination, any business or other endeavor in any jurisdiction of a kind being conducted by the Company or any of its subsidiaries or affiliates (or demonstrably anticipated by the Company or its subsidiaries or affiliates and, for avoidance of doubt, such affiliates to exclude Expedia, Inc., Liberty Media Corporation or Liberty Interactive Corporation or any of their respective subsidiaries), in any jurisdiction as of the Effective Date or at any time thereafter; and (ii) Executive shall not act be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as a proprietoran owner, investorprincipal, employee, officer, director, officerindependent contractor, employeerepresentative, substantial stockholder, consultantfinancial backer, agent, partner, advisor, lender, or partner in any business other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding the foregoing, (i) Executive may make and retain investments during the Restricted Period, for investment purposes only, in less than 5% of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System if Executive is not otherwise affiliated with such corporation; (ii) Executive may serve as an employee or partner (or otherwise invest or hold an ownership interest) in an investment firm that has an ownership interest in a partnership, corporation or other organization that is engaged in a Competitive Activity, provided that such ownership interest does not constitute greater than 20% of such investment firm’s total assets under management and Executive is not directly involved with the provision of direction or management of such entity engaged in the Competitive Activity, including the investment decisions thereof; and (iii) Executive may serve as an employee of or partner (or otherwise hold an ownership interest) in a consultancy or investment bank engaged in providing advisory services to entities engaged in Competitive Activities, provided that Executive is not directly involved in the provision of the advisory services to such entities engaged in the Competitive Activity. Notwithstanding the foregoing, to the extent that, solely due to a material extent change in scope of the business of the Company or any of its subsidiaries or affiliates (e.g., by virtue of an acquisition or strategic change), Executive has become “associated with a Competitive Activity” (i.e., for purposes of clarity, Executive’s activity prior to such change in scope was permissible under this Section 2(b)), then Executive shall have a reasonable period of time, not to exceed 12 months, to cure such association with a Competitive Activity, including by resignation (if personal services), liquidation or unwinding (if investment-related) or eliminating any activity or involvement with such entity engaged in the manufacture or sale of (a) mattresses or other bedding products or (b) any other products which constitute more than ten percent (10%) of the Company's revenues at the time Competitive Activity, in direct competition with the Company in any market. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify all cases on such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so terms as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice are reasonably acceptable to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employment.

Non-Competition. In consideration During the "Restricted Period" (as hereinafter --------------- ----------------- defined), each Seller agrees not to, and agrees to cause its Affiliates not to, engage in any business activity, directly or indirectly, alone or as a partner, officer, director, employee, consultant, agent, independent contractor, member or stockholder of any company or Person, including but not limited to any business activity related to candy cane manufacturing or distribution, in the "Restricted Area" (as hereinafter defined) which is directly or indirectly in --------------- competition with the products or services being developed, manufactured, marketed, sold or otherwise provided by the Surviving Corporation or which is directly or indirectly detrimental to the business of the Surviving Corporation or any Subsidiary or Affiliate; provided, however, that the record or beneficial -------- ------- ownership by a Seller of five percent (5%) or less of the outstanding publicly traded capital stock of any such company or Person for investment purposes shall not be deemed to be in violation of this AgreementSection 4.7 so long as a Seller is not an officer, the Employee --------------- agrees director, employee or consultant of such company or Person. The Sellers further agree that, during the Employment Term, and for one year thereafter, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c)Restricted Period, the Employee Sellers shall not act as a in any capacity, either separately, jointly or in association with others, directly or indirectly do any of the following: (a) employ or seek to employ any Person or agent who is then employed or retained by the Surviving Corporation or any Subsidiary or Affiliate (or who was so employed or retained at any time within the two (2) years prior to the date the Seller employs or seeks to employ such person); and (b) solicit, induce, or influence any proprietor, investorpartner, stockholder, lender, director, officer, employee, substantial stockholderjoint venturer, investor, consultant, agent, lessor, supplier, customer or partner in any business engaged to a material extent in the manufacture or sale of (a) mattresses or other bedding products or (b) any other products Person which constitute more than ten percent (10%) of the Company's revenues at the time in direct competition has a business relationship with the Company in Surviving Corporation or any marketSubsidiary or Affiliate, at any time during the Restricted Period, to discontinue or reduce or modify the extent of such relationship with the Surviving Corporation or any Subsidiary or Affiliate. If, howeverThe "Restricted Period" ----------------- shall mean five (5) years after the date of this Agreement. The "Restricted ---------- Area" shall mean the United States. Notwithstanding anything to the contrary ---- set forth above, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant employment of Xxx Xxxxxxxxxx by Purchaser shall not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions a violation of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employment4.7.

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

Non-Competition. In consideration of this Agreement, From and after the Employee --------------- agrees that, during the Employment TermClosing, and for one year thereafter, unless the Employee has waived next --------------- succeeding two (2) years (the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c"Restricted Period"), none of the Employee shall Sellers shall, ----------------- directly or indirectly, or in whole or in part, (i) engage in any activity which is directly competitive with the business of the Company or the Buyer as conducted during the one (1) year period immediately preceding the Closing or (ii) become interested in any Person engaged in such activity in any capacity including, but not act limited to, as a proprietorpartner, investorshareholder, directorprincipal, officeragent, employeerepresentative, substantial stockholdersupplier, trustee, employee or consultant. During the Restricted Period, no Seller shall, directly or partner indirectly, hire or solicit any employee of the Buyer or the Company or encourage, in any business engaged way, any such employee to a material extent in the manufacture or sale of (a) mattresses or other bedding products or (b) any other products which constitute more than ten percent (10%) of the Company's revenues at the time in direct competition with the Company in any market. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination of leave such employment. The Employee understands Sellers hereby acknowledge that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by any of the Employeecovenants contained herein would cause irreparable harm to the Buyer and that money damages would not, alone, provide an adequate remedy to the Buyer. The Buyer shall have all of the rights and remedies available under law, or in equity, to a party enforcing any such covenants, each of such rights and remedies to be independent of the other and severally enforceable including, but not limited to, the Company will be entitled right to preliminary and have such covenants enforced by any court of competent jurisdiction including, but not limited to, through temporary injunctive relief, temporary restraining order and/or permanent injunctive relief, all without requirement for the posting or provision of any bond or other security, sufficient which requirements being hereby expressly waived by the Sellers, and the right to require any Seller who is a violating party to account for, and pay over to the Buyer, all benefits derived or received by such violating party as a result of any breach of such covenant. No Seller who is a violating party shall raise as a defense to the granting of any such relief that the Person requesting any such relief has an adequate remedy at law. Each of the Sellers acknowledges and agrees that the covenants set forth herein are reasonable in duration and scope and in all other respects. If any court determines that any such covenants, or any part thereof, are invalid or unenforceable the remaining covenants shall not thereby be affected and they shall be given full effect, without regard to the invalid portions. If any court determines that all, or any part of, the covenants contained herein are unenforceable, because of the duration or scope of such provision, such court is requested to reduce the duration or scope of such provision, as the case may be, so that, in its reduced form, such provisions shall then be enforceable. The Sellers intend to and do hereby confer jurisdiction to enforce the provisions hereof and covenants contained herein upon the courts of any jurisdiction within the United States. If the courts of any one or more of such jurisdictions hold such covenants unenforceable by reason of the breadth of their scope, or otherwise, it is the intention of the parties that such determination not preclude, or in any way affect, the right of the Company will be entitled or the Buyer to pursue the relief provided above in the courts of any other jurisdiction within the United States as to breaches of such covenant in such other remedies at law or in equity which it deems appropriaterespective jurisdictions, such covenants as they relate to each jurisdiction being, for this purpose, severable and independent covenants. During Nothing contained herein shall preclude any party hereto from owning less than 1% of the ten (10) day period ending issued and outstanding capital stock of any corporation whose shares are listed for trading on the date of a Change of ControlNew York Stock Exchange, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentAmerican Stock Exchange or NASDAQ National Market.

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

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

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

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

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

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

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

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

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

Non-Competition. In consideration The Lessee acknowledges that upon and after any termination of this AgreementLease, any competition by any member of the Leasing Group with any subsequent owner or subsequent lessee of the Leased Property (the "Purchaser") would cause irreparable harm to the Lessor and any such Purchaser. To induce the Lessor to enter into this Lease, the Employee --------------- Lessee agrees that, during from and after the Employment Termend of the seventh (7th) Lease Year and thereafter until the later of (A) the expiration of this Lease or (B) the fifth (5th) anniversary of the termination of this Lease on account of a Lease Default, and for one year thereafter, unless without the Employee has waived prior written consent of the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(cLessor (which consent shall not be unreasonably withheld or delayed), no member of the Employee Leasing Group nor any Subsidiary of any member of the Leasing Group (collectively, the "Limited Parties") shall not act be involved in any capacity in or lend any of their names to or engage in any capacity in any assisted living facility (or other facility operated for any use included within the definition of the Primary Intended Use), center, unit or program (or in any Person engaged in any such activity or any related activity competitive therewith), excluding however any of the facilities described on Schedule 11.5 attached hereto (collectively, the "Excluded Facilities"), whether such competitive activity (the "Competitive Activity") shall be as a proprietoran officer, director, owner, employee, agent, advisor, independent contractor, developer, lender, sponsor, venture capitalist, administrator, manager, investor, directorpartner, officerjoint venturer, employee, substantial stockholder, consultant, consultant or partner other participant in any business engaged capacity whatsoever with respect to a material extent in the manufacture or sale of an assisted living facility (a) mattresses or other bedding products facility operated for any use included within the definition of Primary Intended Use), center, unit or program located within a * (b*) any other products which constitute more than ten percent (10%) mile radius of the Company's revenues at Leased Property. The Lessee hereby acknowledges and agrees that none of the time in direct competition with span, scope or area covered by the Company in any market. If, however, foregoing restrictive covenants is or are unreasonable and that it is the Employee has waived specific intent of the Transaction Bonus Lessee that each and all of the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete restrictive covenants set forth hereinabove shall be void upon the Employee's termination of employmentvalid and enforceable as specifically set forth herein. The Employee understands Lessee further agrees that these restrictions are special, unique, extraordinary and reasonably necessary for the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect protection of the provisions of this Section 10, Lessor and any Purchaser and that the Employee has had reasonable time violation of any such covenant by any of the Limited Parties would cause irreparable damage to consider the effect of these provisions, Lessor and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to any Purchaser for which a legal remedy alone would not be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof fully protect such parties. ------------------------------- *Confidential portions omitted and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete filed separately with the Company as set forth in this Section 10 shall be void upon his termination of employmentCommission.

Non-Competition. In consideration Due to Ken’s specific knowledge of this Agreementthe business and proprietary and confidential information of Cxxxxxxxx Dxxxx, Xxx agrees that for a period of two (2) years beginning with the Employee --------------- agrees that, during day following his last day of employment with Cxxxxxxxx Downs (the Employment Term, and for one year thereafter, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c“Non-Competition Period”), the Employee shall not act Kxx will not, either directly or indirectly, provide services in any form as a proprietor, investor, director, officer, an employee, substantial stockholderindependent contractor, consultant, advisor, or partner in any other capacity, or provide capital or financial assistance of any kind, to the following businesses and organizations: Gxxxxxxxxx Xxxx Xxxxxx & Xxxxxx, Xxxxxxxxxx, Xxxxxxx; Hawthorne Race Course, Chicago, Illinois; Florida Horsemen’s Benevolent & Protective Association Inc.; The Horsemen’s Group; National HBPA; and any group representing horsemen’s interests at a particular track (the "Restricted Businesses"). Kxx further agrees that for the duration of the Non-Competition Period, he will inform Cxxxxxxxx Downs in writing of his accepting employment with, or becoming an independent contractor, consultant, advisor or investor of, any of the Restricted Businesses and, under such circumstances, Kxx hereby expressly authorizes Cxxxxxxxx Downs to present a copy of this Agreement to any such entity. Kxx further agrees that for the duration of the Non-Competition Period he will not, either directly or indirectly, on his own behalf or in the service or on behalf of others, solicit, divert or hire away, or attempt to solicit, divert or hire away, any person employed by Cxxxxxxxx Downs on or at any time after the last day of Ken’s employment with Cxxxxxxxx Dxxxx, to any business that either currently or at any time during the Non-Competition Period engages in any business activity which is the same as or competitive with any activity engaged in by Cxxxxxxxx Downs on or prior to the termination of Ken’s employment with Cxxxxxxxx Dxxxx. The foregoing is not intended to preclude any company from hiring any employee or former employee of Cxxxxxxxx Downs so long as such hiring is not the result of a material extent in the manufacture or sale of (a) mattresses or other bedding products or (b) any other products which constitute more than ten percent (10%) violation by Kxx of the Company's revenues at the time in direct competition with the Company in any market. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant agreement not to compete shall be void upon the Employee's termination of employmentsolicit set forth herein. The Employee understands Kxx hereby acknowledges and agrees that the foregoing nature and extent of the restrictions may limit upon him are reasonable in time, scope and territory, that such restrictions are designed to eliminate competition which would be unfair to Cxxxxxxxx Dxxxx, that such restrictions are required to protect the Employee's ability legitimate interests of the Cxxxxxxxx Downs, and that such restrictions do not confer a benefit upon Cxxxxxxxx Dxxxx disproportionate to engage in certain business pursuits during the period provided for aboveany detriment to Kxx. Kxx represents, but stipulates and acknowledges that the Employee will receive sufficiently higher remuneration his experience and other benefits from the Company hereunder than the Employee would otherwise receive to justify capabilities are such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by Paragraph 6 will not prevent him from earning a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentlivelihood.

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

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

Non-Competition. In consideration Lessee acknowledges that upon and after any termination of this AgreementLease, any competition by any member of the Employee --------------- Leasing Group with any subsequent owner or subsequent lessee ofthe Leased Property (the "Purchaser") would cause irreparable harm to Lessor and any such Purchaser. To induce Lessor to enter into this Lease, Lessee agrees that, during from and after the Employment date hereofand thereafter until (a) in the case ofthe expiration ofthe Initial Term or a termination ofthis Lease, the ffth (5th) anniversary of the termination hereof or of the expiration of the Initial Term, as applicable, and (b) in the case of an expiration of any of the Extended Terms, the second (?nd) anniversary ofthe expiration ofthe applicable Extended Term, no member ofthe Leasin5 Group nor any Person holding or controlling, directly or indirectly, any interest in ai-iy member ofthe Leasing Group (collectively, the "Limited Parties")shall be involved in any capacity in or lend any oftheir names to or engage in any capacity in any assisted living facility, center, unit or program (or in any Person engaged in any such activity or any related activity competitive there with) other than (a) those set forth on Schedule I 1..4 anneYed hereto, (b) those activities in which a Meditrust/Emeritus Transaction Affiliate is permitted to engage by the provisions ofthe Meditrust/Emeritus Transaction Documents which relate to any such facility, center, unit or program and (c) the acquisition of an ownership interest in any such facility, center, unit or program which is part of a single transaction in which an ownership interest in at least four (4) other facilities, centers, units or programs (provided, however, that if such acquisition occurs within the last twelve month period of the Initial Term or any of the Extended Terms, Lessee shall have the benefit ofthis clause (c) only ifat the time such acquisition occurs Lessee has already (x) exercised in that twelve month period its right under Section 1. i hereof to extend the Term for one year thereafter, unless the Employee another Extended Term or (y) given a Purchase Option Notice and has waived any right to rescind the Transaction Bonus and same based upon the equity considerations described in Subsections 6(b) and 6(cdetermination of the Fair Market Value ofthe Leased Property), the Employee whether such competitive activity shall not act be as a proprietoran offcer, director, owner, employee, agent, advisor, independent contractor, developer, lxxx.xx, sponsor, venture capitalist, administrator: manaaer, investor, directorpartner, officerjoint venturer, employeeconsultant or other participant in anv capacity whatsoever with respect to an assisted living facility, substantial stockholdercenter, consultantunit or program loeated within a five (5) mile radius of the Leased Property. 63 Lessee hereby aclaiowledges and agrees that none ofthe time span, scope or partner area covered by the foregoing restrictive covenants is or are unreasonable arid 2hat it is th.e specific intent of Lessee that each and all ofthe restrictive covenants set forth. hereinabove shall be valid and enforceable as specifically set forth herein. Lessee fizrther agrees that these restrictions are special, unique, extraordinary and reasonably necessarv for the protection of Lessor and any Purchaser and that the violation ofany such covenant by any of the Limited Parties would cause irreparable damage to Lessor and any Purchaser for which a legal remedy alone would not be sufficient to fully protect such parties. Therefore, in addition to and without limiting any business engaged to a material extent other remedies available at law or hereunder, in the manufacture or sale of (a) mattresses or other bedding products or (b) event that any other products which constitute more than ten percent (10%) of the Company's revenues at Limited Parties breaches any of the time in direct competition with restrictive covenants hereunder or shall threaten breach of any of such covenants, then Lessor and any Purchaser shall be entitled to obtain equitable remedies, including specific performance and injunctive relief, to prevent or otherwise restrain a breach ofthis Section 11.5.4 (without the Company in any market. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(bnecessity ofposting a bond) and 6(c)to recover any and all costs and expenses (including, this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage without limitation, reasonable attorneys' fees and expenses and court costs) incurred in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of enforcing the provisions of this Section 1011.5.4. The existence of any claim or cause of action of any of the Limited Parties or any member of the Leasirig Group against Lessor or any Purchaser, whether predicated on this Lease or otherwise, shall not constitute a defense to the enforcement by Lessor or any Purchaser ofthe foregoing restrictive covenants and the Limited Pairties shall not defend on the basis that there is an adequate remedy at law. Without limiting any other provision ofthis Lease, the parties hereto acknowledae that the Employee has had reasonable foregoing restrictive covenants are severable and separate. Ifat any time to consider any of the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to foreaoing restrictive covenants shall be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable deemed invalid or otherwise unenforceable by a court lxxxxx jurisdiction over this Lease, by reason of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so beina vague or unreasonable as to duration, or geographic scope or scope of activities restricted, or for any other reason, such covenants shall be considered divisible as to such portion and such covenants shall be immediatel5 amended and reformed to include only such covenants as are deemed reasonable and enforceable andby the court having jurisdiction over this Lease to the full duration, geographic scope and scope of restrictive activities deemed reasonable and thus enforceable by said court; and the pairties agree that such covenar.ts as so modified by amended and reformed, shall be valid and b?nding as throuah the court, to be fully enforcedinvalid or unenforceable portion has not been included therein. In the event of a breach or threatened breach The provisions of this Section 10 by I 1.5.4 shall survive the Employee, termination of the Company will be entitled to preliminary Lease and permanent injunctive relief, without bond any satisfaction ofthe Lease Obliaations in connection therewith or security, sufficient to subsequent thereto. The parties hereto acl;nowledae and aaree that any Purchaser may enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employment.11..4 as a third party beneficiary. 11. Intentionallv deleted. 6.4 11.5.6 Intentionallv deleted. 11.5.7 Intentionallv deleted. 11.5.8

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

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

Non-Competition. In consideration Except as set forth in Schedule 8.5(a) and specifically limited by descriptions therein, each Seller agrees and acknowledges that he, she, or it is familiar with the trade secrets and other information of this Agreementa confidential or proprietary nature of the Acquired Companies, the Employee --------------- agrees that, during the Employment Termtheir respective businesses, and for one year thereafter, unless their respective business relations Each Seller also agrees and acknowledges that Purchaser and its Affiliates would be irreparably damaged if such Seller were to provide services or to otherwise participate in the Employee has waived operations or business of any other Person competing with the Transaction Bonus businesses of the Acquired Companies in a similar business and that any such competition would result in a significant loss of goodwill by Purchaser in respect of such businesses. Each Seller further agrees and acknowledges that (i) the equity considerations described covenants and agreements set forth in Subsections 6(b) and 6(c), the Employee shall not act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business engaged to this Section 8.5 were a material extent in inducement to Purchaser to enter into this Agreement and to perform its obligations hereunder, and that Purchaser and its Affiliates would not obtain the manufacture or sale of (a) mattresses or other bedding products or (b) any other products which constitute more than ten percent (10%) benefit of the Company's revenues at bargain set forth in this Agreement as specifically negotiated by the time in direct competition with the Company in parties hereto if such Seller breached any market. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10, 8.5; and (ii) in order to assure Purchaser that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company Acquired Companies’ businesses and the Employee consider Acquired Securities will retain their value, it is necessary that each Seller undertake not to utilize his, her, or its special knowledge of the restrictions contained in this Section 10 to be reasonable business of the Acquired Companies and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable such Seller’s relationship with clients or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event of such a waiver, the Employee's agreement not customers to compete with Purchaser for the Company Restricted Period (as referred to in Section 8.5(b)). Therefore, in further consideration of the amounts to be paid hereunder in exchange for each Seller’s sale of all of the Acquired Securities held by such Seller, and the goodwill of the businesses of the Acquired Companies sold in connection therewith, each Seller agrees that from and after the Closing Date and continuing for two (2) years from the Closing Date (the “Restricted Period”), he, she, or it shall not, and shall cause each of his, her or its Affiliates not to, directly or indirectly, either for himself, herself, or itself or through any other Person, as an employee, agent, consultant, director, equity holder, manager, co-partner or in any other individual or representative capacity, own, operate, manage, control, engage in, invest in, be employed by, or participate in any manner in, act as a consultant or advisor to, render services for (alone or in association with any Person), permit such party’s name to be used by any enterprise that engages in or participates in, or otherwise assist any Person that engages in or owns, invests in, operates, manages, or controls any venture or enterprise that directly or indirectly engages or proposes to engage anywhere within the United States of America in the business of the sale or distribution of medical devices, medical equipment, or related products or services (collectively, the “Restricted Business”). Nothing contained herein shall be construed to prevent a Seller (A) from investing in the stock of any competing Person listed on a national securities exchange or traded in the over-the-counter market so long as such party is not involved in the business of such Person and such party does not own more than five percent (5%) of the equity of such Person or (B) from having an Investment in any Person set forth in this Section 10 shall be void upon his termination of employmenton Schedule 8.5(a).

Non-Competition. In Employee acknowledges that his services are special and unique, and compensation is partly in consideration of this Agreement, the and conditioned upon Employee --------------- agrees that, during the Employment Termnot competing with Company or any of its subsidiaries, and that a covenant on Employee’s part not to compete is essential to protect the business and good will of Employer. Accordingly, except as hereinafter provided, Employee agrees that for one year thereaftertwelve (12) months after the termination of his employment, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), the Employee shall not act be engaged or interested as a proprietor, investor, director, officer, stockholder (except as provided herein), employee, substantial stockholderpartner, consultantindividual proprietor, lender or partner in any other capacity, in any business, which is competitive with the business engaged to a material extent in the manufacture or sale of (a) mattresses or other bedding products or (b) any other products which constitute more than ten percent (10%) of the Company's revenues Employer as conducted at the time of Employee’s termination and which involves Employee’s knowledge, actions or assistance within the counties of Westchester, Rockland, Ulster, Orange, Duchess and Sxxxxxxx in direct New York and Sussex, Bergen and Passaic in New Jersey; however, this restriction will not apply to new kinds of business in which Employee may engage in the future, after such termination, unless Employee has been actively engaged in the development or otherwise involved in such business while an employee of Employer. In addition, Employee agrees that for the same twelve (12) months, he shall not recruit or recommend any person who is or was an employee of the Company while Employee was also an Employee, to any business which is competitive with the business of the Employer as conducted at the time of Employee’s termination and which involves Employee’s knowledge, actions or assistance within the counties of Westchester, Rockland, Ulster, Orange, Duchess and Sxxxxxxx in New York and Sussex, Bergen and Passaic in New Jersey. Nothing herein shall prohibit Employee from investing in any securities of any corporation which is in competition with Employer, whose securities are listed on a national exchange or traded in the Company in any market. If, however, the over-the-counter market if Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(bshall own less than five (5%) and 6(c), this covenant not to compete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect percent of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be irrevocable. In the event outstanding securities of such a waiver, the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of employmentcorporation.

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

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

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

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

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

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

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

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

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

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

Non-Competition. In consideration As an inducement for Parent and MergerSub to enter into the Merger Agreement and consummate the Merger, and in connection with the sale of this AgreementRestricted Person’s entire equity interest, including goodwill, in the Company in connection with the Merger, Restricted Person agrees that he/she shall not, directly or indirectly, own, manage, engage in, operate, control, work for, consult with, render services for, maintain any equity interest in, lend money to, or otherwise directly or indirectly participate in the ownership, management, operation or control of, any business engaged in or Exploiting any Products related to any durable medical equipment sales and service (the “DME Business”) and any urological and ostomy medical supplies and mastectomy fashions (including any improvements, modifications or developments thereon, such business, collectively, with the DME Business, the Employee --------------- agrees “Restricted Business”), whether in corporate, proprietorship or partnership form or otherwise, for a period (A) solely with respect to the DME Business and excluding any other Restricted Business, commencing on the Closing Date and continuing for two (2) years thereafter; and (B) solely with respect to any other Restricted Business and excluding the DME Business, commencing on the Closing Date and continuing for the later of (i) four (4) years thereafter, or (ii) eighteen (18) months following the termination or separation of the Restricted Person’s employment or consultancy with the Surviving Corporation (the “Restricted Term”). Restricted Person acknowledges that the Surviving Corporation’s Restricted Business will operate nationally, and therefore, the obligations in this Section 1.1 shall apply throughout the United States. Notwithstanding the foregoing, the Restricted Person shall not be restricted from consulting with, rendering services to or working for any entity whose business includes the Restricted Business; provided, that, during the Employment Restricted Person does not consult with, render services to or work for the Restricted Business. If at any time after the Closing Date and prior to the two (2) year anniversary of the Closing Date (the “Initial Term, and for one year thereafter, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c”), the Employee shall not act as a proprietor, investor, director, officer, employee, substantial stockholder, consultantRestricted Person’s employment or consultancy with the Surviving Corporation is terminated (A) by the Surviving Corporation other than for Cause, or partner (B) by the Restricted Person for Good Reason (in any business engaged to each case, a material extent in the manufacture or sale of (a) mattresses or other bedding products or (b) any other products which constitute more than ten percent (10%) of the Company's revenues at the time in direct competition with the Company in any market. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c“Severance Termination”), this covenant not to compete then the Restricted Person shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of the provisions of this Section 10, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive reliefreceive severance payments from the Surviving Corporation, without bond or securityin accordance with the Surviving Corporation’s customary payroll practices, sufficient to enforce which shall be (i) (w) the provisions hereof and continuation of the Company will be entitled to pursue such other remedies Restricted Person’s base salary, at law or the rate as in equity which it deems appropriate. During the ten (10) day period ending effect on the date of the Severance Termination, through the end of the Initial Term; plus (x) if the Restricted Person is eligible for a Change cash bonus or bonuses at the time of Controlsuch Severance Termination, an amount equal to 1/12 of the target of any such cash bonus of the Restricted Person payable each month for the remainder of the Initial Term (based on the number of months remaining in the Initial Term on the date of the Severance Termination); plus (y) if the Restricted Person is eligible for a cash bonus or bonuses at the time of such Severance Termination, a pro-rata portion of such bonus for which the Restricted Person is eligible for the fiscal year of termination, based on actual performance through the end of the applicable fiscal year and the number of days that have elapsed in the fiscal year through the date of such termination, payable at the same time the Company ordinarily pays incentive bonuses to its employees with respect to the fiscal year in which the Severance Termination occurs; plus (z) if the Restricted Person timely and properly elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continuation of such medical benefits on the same terms and conditions as active employees for the remainder of the Initial Term or until the date the Restricted Person is no longer eligible to receive COBRA continuation coverage, if earlier (such amount of payment in this clause (i) being referred to as the “Continuation Payment”), or (ii) if the Employment Agreement is in effect on the date of such Severance Termination, an amount equal to the greater of (x) the Continuation Payment and (y) any amount that may be payable by the Surviving Corporation for such termination under the Employment Agreement, including, as applicable, the Employee maycost of any payment obligations of the Surviving Corporation in respect of the continuation of the Restricted Person’s coverage in accordance with COBRA; provided, however, that any payment obligations of the Surviving Corporation pursuant to this Section 1.1 shall be subject to, and conditional upon, the execution (and non-revocation) by written notice the Restricted Person of a customary release agreement in a form acceptable to the Company, elect to waive his Transaction Bonus and Surviving Corporation in its sole discretion within sixty (60) days following termination (the equity considerations described in Subsections 6(b) and 6(c“Release Period”). Such waiver The first severance payment shall be made, inclusive of any amounts that would otherwise have been paid prior to such date, on the first payroll date following the date the release becomes effective and irrevocable. In ; provided, that if the event of such a waiverRelease Period spans two tax years, the Employee's agreement first severance payment shall be made in the second tax year. Notwithstanding anything in this Agreement or the Employment Agreement, the Restricted Person shall not to compete with have Good Reason (as defined herein or therein) solely as a result of the Merger or the Company becoming a subsidiary of Parent, including, without limitation, changes in duties or responsibilities as set forth in this Section 10 shall be void upon his termination a result of employmentthe Company no longer being a stand-alone publicly traded company.