Common use of Non-Competition Clause in Contracts

Non-Competition. 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 the 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 first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall not (and, as applicable, shall 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, 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 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 (i) being a passive owner of not more than two percent (2%) of the 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 or (ii) being employed by or otherwise providing services to any corporation or entity, a division or subsidiary of which is engaged in Restricted Businesses so long as Grantee is

Non-Competition. Grantee acknowledges During the Period of Employment hereunder, and agrees that in the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later of (a) at all times while Grantee is employed with the Company Group, Grantee shall pursue all appropriate business opportunities of the Company Group exclusively through the Company Group and one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its termination, the Employee will not directly for himself or herself or any third party, become engaged in any business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, the Company Group would be irreparably damaged if Grantee (oror the Bank, if applicableincluding, without limitation, any of Grantee’s controlled Affiliates) were to provide services to any Person (including Grantee) business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a Restricted Business (as defined below) and that such competition by Grantee (or25 mile radius of any office or facility of the Company, if applicable, the Bank or any of Grantee’s controlled their 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 first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee This provision shall not (andrestrict the Employee from owning or investing in publicly traded securities of financial institutions, so long as applicable, shall 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, manager, employee, partner, equity holder, member, agent, advisor, individual independent contractor, consultant, representative or otherwise), consult with, represent, render services for, or her aggregate holdings in any other manner engage in the 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 (i) being a passive owner of financial institution do not more than two exceed ten percent (210%) of the outstanding capital stock of such institution. During the Period of Employment hereunder, and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any class person who was a customer of a corporation the Company or entity which is publicly traded so long as Grantee (the Bank during the period of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of Grantee’s controlled their Affiliates. The Employee will not, if applicable) does not have either during the Period of Employment hereunder or for a period of two years thereafter directly for himself or any active participation third party, solicit, induce, recruit or cause another person in the management employment of the Bank, the Company or other any of their Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of such corporation a violation of any provision of this Agreement, the Company or entity or (ii) being employed by or otherwise providing services the Bank shall have the right to seek injunctive relief, in addition to any corporation other existing rights provided in this Agreement or entityby operation of law, without the requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee, the Bank or the Company, and shall not be construed as a division limitation upon, or subsidiary as an alternative or in lieu of, any such remedies. If any provisions of which is engaged this paragraph shall be determined by a court of competent jurisdiction to be unenforceable in Restricted Businesses so long part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as Grantee isto that period of time or geographical area determined to be reasonable by the court.

Non-Competition. Grantee acknowledges In consideration of this Agreement, and for other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees that (a) at all times while Grantee is employed and covenants that, during Executive’s employment with the Company Groupand for a period of (12) twelve months thereafter, Grantee Executive shall pursue all appropriate 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 opportunities 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 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) is engaged in a Restricted Business (providing 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 hereof or at any time during the Term, provided such business or endeavor is in the United States, or in any foreign jurisdiction in which Grantee the Company provides, or any Grantee’s Affiliates cease to be direct or indirect members of EOC Parent or, if earlierhas provided during the Term, the first relevant Company Products or Services, and (1stii) anniversary of the date on which Grantee’s employment or services Executive shall be considered to have become “associated with the Company Group terminates for any reason, Grantee shall not (and, as applicable, shall cause each of his controlled Affiliates not to) a Competitive Activity” if Executive becomes directly or indirectly through another Person own any interest in, manage, control, participate in (whether involved as an owner, principal, employee, officer, director, managerindependent contractor, employeerepresentative, stockholder, financial backer, agent, partner, equity holder, member, agent, advisor, individual independent contractorlender, consultant, representative or otherwise), consult with, represent, render services for, consultant or in any other manner engage individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in the Restricted Business a Competitive Activity. Notwithstanding anything else in any geographic area where the Company Group conducts it; providedthis Section 2(b), that nothing herein shall prohibit Grantee and any of his controlled Affiliates, as applicable from (i) being Executive may become employed by a passive owner of not more than two 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 Competitive Activity, (ii) Executive may own, for investment purposes only, up to five percent (25%) of the outstanding capital stock of any class of publicly-traded corporation engaged in a corporation or entity which is publicly traded so long as Grantee (or any of Grantee’s controlled Affiliates, Competitive Activity if applicable) does not have any active participation in the management or other business stock of such corporation is either listed on a national stock exchange or entity 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 for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, and (iiiv) being employed Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by or otherwise providing services this section poses a reasonable competitive threat to any corporation or entitythe Company, a division or subsidiary of which is engaged determination shall be made by the Company in Restricted Businesses so long as Grantee isgood faith.

Non-Competition. Grantee acknowledges As additional consideration for the Purchase Price paid by Buyer hereunder, and agrees in order that (a) at all times while Grantee is employed with USL may enjoy the Company Groupbenefits of this Agreement, Grantee for a period of two years from the Closing Date, Seller shall pursue all appropriate business opportunities of the Company Group exclusively through the Company Group and (b) the Company Group would be irreparably damaged if Grantee (ornot, if applicabledirectly or indirectly, 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 directly or any Grantee’s Affiliates cease to be direct or indirect members of EOC Parent or, if earlier, the first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall not (andindirectly, as applicable, shall 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, manager, employee, partneremployer, equity holder, member, agent, advisor, individual independent contractor, consultant, representative or otherwise)agent, consult withprincipal, representshareholder, render services forcorporate officer, director, or in any other manner individual or representative capacity, engage in the Restricted Business or participate in any geographic area where the Company Group conducts it; providedbusiness 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 nothing herein is in competition in any manner whatsoever with USL. Seller further agrees that for this same period of time, Seller shall prohibit Grantee not use or disclose to any person or entity (except as required by law) any information concerning the names and any addresses of his controlled AffiliatesUSL’s employees, as applicable from (i) being a passive owner of not more than two percent (2%) of the outstanding stock customers, or patients, and shall not, on Seller’s behalf or on behalf 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 or (ii) being employed by or otherwise providing services to any corporation person or entity, solicit or attempt to induce any partner, employee, customer, or patient of USL to cease such person’s commercial relationship with USL, or otherwise interfere with the relationship between or among USL and its patients, customers, employees and/or partners. This covenant shall be construed as an agreement ancillary to the other provisions of this Agreement. Without limiting other possible remedies to USL for breach of this covenant, Seller agrees that injunctive or other equitable relief will be available to enforce the covenants of this provision, such relief to be without the necessity of posting a division bond, cash, or subsidiary otherwise. Seller further agrees that if any restriction contained in this section 10 is held by any court to be unenforceable or unreasonable, a lesser restriction will be enforced in its place and remaining restrictions contained herein will be enforced independently of which is engaged each other. Seller agrees to pay USL’s and Seller’s own attorneys’ fees, court costs, and expenses in Restricted Businesses so long as Grantee isthe event that USL chooses, in its sole discretion, to enforce any provision hereunder.

Non-Competition. Grantee acknowledges and agrees that (a) at all times while Grantee is employed with the Company Group, Grantee shall pursue all appropriate business opportunities In view of the Company Group exclusively through employer’s international field of activity, after the Company Group Grantee has left the employer and (b) the Company Group even if his/her seniority would be irreparably damaged if Grantee inferior to six (or6) months, if applicable, any except in case 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 termination of Grantee’s controlled Affiliates) would result in a significant loss of goodwill the employment by the Company Group. ThereforeGrantee for serious cause, the Grantee agrees that shall, during the period commencing and on the Effective Date 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 ending 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 the first an industrial or commercial level during his/her employment. The prohibition referred to in this Paragraph (1st5bis) anniversary applies for twelve (12) months as of the date on 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 or 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 Grantee’s Affiliates cease additional damages. If, notwithstanding the severability provisions in the Agreement, the Belgian Alternative Provision 1 would also be considered to be direct or indirect members of EOC Parent or, if earliernull and void, the first (1st) anniversary Company, acting on behalf of the date on which employer, and the Grantee’s employment or services with , agree to be bound by the Company Group terminates for any reason, following provision if the Grantee shall not (and, as applicable, shall 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, 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 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 (i) being a passive owner of not more than two percent (2%) of the 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 qualify as a sales representative (the 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 Restricted Businesses so long as Grantee is“Belgian Alternative Provision 2”):

Non-Competition. Grantee Each Management Holder hereby acknowledges that it is familiar with the Confidential Information (as defined below) of the Company and its Subsidiaries. Each Management Holder acknowledges and agrees that (a) at all times while Grantee is employed with the Company Group, Grantee shall pursue all appropriate business opportunities of the 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) such Management Holder were to provide services to any Person (including Grantee) competing with the Company or any of its Affiliates or Subsidiaries or engaged in a Restricted Business (as defined below) similar business and that such competition by Grantee (or, if applicable, any of Grantee’s controlled Affiliates) such Management Holder would result in a significant loss of goodwill by the Company GroupCompany. Therefore, Grantee each of the Management Holders agrees that during the period commencing on the Effective Date date hereof and ending on the later of (i) the first (1st) anniversary of the date on which Grantee or any Grantee’s Affiliates cease such Management Holder ceases to be direct or indirect members a Holder of EOC Parent orCommon Shares, if earlier, (ii) the first (1st) second anniversary of the Repurchase Event of such Management Holder and (iii) the date on which Grantee’s employment such Management Holder ceases to receive any payments related to salary, bonus or services with severance from the Company Group terminates for or any reasonof its Subsidiaries (or, Grantee in the case of any payment made in a lump sum, the expiration of the period to which such payment relates) (the “Non-Compete Period”), such Management Holder shall not (and, as applicable, and shall cause each of his controlled or its 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 holderequityholder, member, agent, advisor, individual independent contractor, consultant, representative or otherwise), consult with, represent, render services for, or in any other manner engage in any business engaged directly or indirectly, anywhere in the Restricted Business world, in any geographic area where the business of the Company Group conducts itand its Subsidiaries as currently conducted or proposed to be conducted as of the Repurchase Event of such Management Holder; provided, that nothing herein shall prohibit Grantee and any of his controlled Affiliates, as applicable the Management Holders or their Affiliates from (i) being a passive owner of not more than two percent (2%) % of the outstanding stock of any class of a corporation or entity which is publicly traded so long as Grantee (or any none of Grantee’s controlled Affiliates, if applicable) does not have such Persons has any active participation in the 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 Restricted Businesses so long as Grantee iscorporation.

Non-Competition. 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 the 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 first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall not (and, as applicable, shall 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, 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 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 applicable) from (i) being a passive owner of not more than two percent (2%) of the 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 or (ii) being employed by or otherwise providing services to any corporation or entity, a division or subsidiary of which is engaged in Restricted Businesses so long as Grantee isengaged

Non-Competition. The Grantee acknowledges covenants and agrees that during the Grantee’s Employment and for a period of twelve (a12) 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, whether such termination occurs at all times while Grantee is employed with the Company Group, Grantee shall pursue all appropriate business opportunities insistence of the Company Group exclusively through or its Affiliates or the Company Group and (b) the Company Group would be irreparably damaged if Grantee (orfor whatever reason), if applicablethe Grantee will not, any of Grantee’s controlled Affiliates) were to provide services to any Person (including Grantee) engaged directly or indirectly, alone or in a Restricted Business association with others, anywhere in the Territory (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 first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall not (and, as applicable, shall cause each of his controlled Affiliates not to) directly or indirectly through another Person own any interest inown, manage, controloperate, control or participate in (whether the ownership, management, operation or control of, or be connected as an officer, directoremployee, managerinvestor, employeeprincipal, joint venturer, shareholder, partner, equity holder, member, agent, advisor, individual independent contractordirector, consultant, representative agent or otherwise with, or have any financial interest (through stock or other equity ownership, investment of capital, the lending of money or otherwise) in, any 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 venture or activity, a “Competitor”), consult with, represent, render services for, or in any other manner engage in the Restricted Business in any geographic area where the Company Group conducts it; provided, except that nothing herein contained in this Section 10(a) shall prohibit Grantee and any prevent the Grantee’s wholly passive ownership of his controlled Affiliates, as applicable from (i) being a passive owner of not more than two percent (2%) or less of the outstanding stock equity securities of any class Competitor that is a publicly-traded company. For purposes of a corporation or entity which is publicly traded so long as Grantee (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 conduct at any time during the Grantee’s controlled AffiliatesEmployment, if applicableor with respect to the Grantee’s obligations following the termination of the Grantee’s Employment the twelve (12) does months immediately preceding the termination of the Grantee’s Employment; provided, that the term “Competitor” shall not have include any active participation in business, venture or activity whose gross receipts derived from the management retail or other business wholesale sale of arts and crafts, or framing products and services (aggregated with the gross receipts derived from the retail and wholesale sale of such corporation products or entity any related business, venture or activity) are less than ten percent (10%) of the aggregate gross receipts of such businesses, ventures or activities. For purposes of this Section 10(a), the “Territory” is comprised of those states within the United States, those provinces of Canada, and any other geographic area in which the Company or any of its Immediate Affiliates was doing business or actively planning to do business at any time during the 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 termination of the Grantee’s Employment. For purposes of this Section, “Immediate Affiliates” means those Affiliates which are one of the following: (i) a direct or indirect subsidiary of the Company, (ii) being employed by a parent to the Company or otherwise providing services to any corporation (iii) a direct or entity, a division or indirect subsidiary of which is engaged in Restricted Businesses so long as Grantee issuch a parent.

Non-Competition. Grantee acknowledges and agrees that (a) at all times while Grantee is employed with the Company GroupEmployer, Grantee shall pursue all appropriate business opportunities of the Company Group Employer exclusively through the Company Group Employer and (b) the Company Group 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 the Company GroupEmployer. Therefore, Grantee agrees that during the period commencing on the Effective Date and ending on the first second (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 first (1st2nd) anniversary of the date on which Grantee’s employment with Employer terminates if Grantee’s employment is terminated by Employer with Cause or services by Grantee without Good Reason, or otherwise ending on the date on which Grantee’s employment with the Company Group Employer terminates for any reasonother reason (such period, the “Restricted Period”), to the extent permitted by the New York Canon of Ethics, Grantee shall not (and, as applicable, shall cause each of his 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 Restricted Business in any geographic area where the Company Group Restricted Business of Employer conducts it; provided, that nothing herein shall prohibit Grantee and any of his controlled Affiliates, as applicable from (i) being a passive owner of not more than two percent (2%) of in the outstanding stock of any class of a corporation or entity which is publicly traded so long as Grantee (or any of event that Grantee’s controlled Affiliates, if applicable) does not have any active participation in the management or other business of such corporation or entity or employment with Employer terminates upon a Grantee Non-Renewal (ii) being employed by or otherwise providing services to any corporation or entity, a division or subsidiary of which is engaged in Restricted Businesses so long as Grantee isas

Non-Competition. Grantee acknowledges In consideration of this Agreement, and for other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees that (a) at all times while Grantee is employed and covenants that, during Executive’s employment with the Company Groupand for a period of (12) twelve months thereafter, Grantee Executive shall pursue all appropriate 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 opportunities 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 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) is engaged in a Restricted Business (providing 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 hereof or at any time during the Term, provided such business or endeavor is in the United States, or in any foreign jurisdiction in which Grantee the Company provides, or any Grantee’s Affiliates cease to be direct or indirect members of EOC Parent or, if earlierhas provided during the Term, the first relevant Company Products or Services, and (1stii) anniversary of the date on which Grantee’s employment or services Executive shall be considered to have become “associated with the Company Group terminates for any reason, Grantee shall not (and, as applicable, shall cause each of his controlled Affiliates not to) a Competitive Activity” if Executive becomes directly or indirectly through another Person own any interest in, manage, control, participate in (whether involved as an owner, principal, employee, officer, director, managerindependent contractor, employeerepresentative, stockholder, financial backer, agent, partner, equity holder, member, agent, advisor, individual independent contractorlender, consultant, representative or otherwise), consult with, represent, render services for, consultant or in any other manner engage individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in the Restricted Business a Competitive Activity. Notwithstanding anything else in any geographic area where the Company Group conducts it; providedthis Section 2(b:, that nothing herein shall prohibit Grantee and any of his controlled Affiliates, as applicable from (i) being Executive may become employed by a passive owner of not more than two 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 Competitive Activity, (ii) Executive may own, for investment purposes only, up to five percent (25%) of the outstanding capital stock of any class of publicly-traded corporation engaged in a corporation or entity which is publicly traded so long as Grantee (or any of Grantee’s controlled Affiliates, Competitive Activity if applicable) does not have any active participation in the management or other business stock of such corporation is either listed on a national stock exchange or entity 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 for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, and (iiiv) being employed Executive shall only be subject to the restrictions contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by or otherwise providing services this section poses a reasonable competitive threat to any corporation or entitythe Company, a division or subsidiary of which is engaged determination shall be made by the Company in Restricted Businesses so long as Grantee isgood faith.

Non-Competition. Grantee acknowledges and agrees that (a) at all times while Grantee is employed with As a condition to receiving any benefits pursuant to this Agreement, the Company Group, Grantee shall pursue all appropriate business opportunities of the 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 Employee agrees that during the Employee’s period commencing on the Effective Date of employment and ending on through the first (1st) anniversary of the date on which Grantee or any GranteeEmployee’s Affiliates cease to be direct or indirect members Date of EOC Parent or, if earlierTermination, the first (1st) anniversary Employee shall not engage in or become associated with any Competitive Activity. For purposes of the date on this Section 9, a “Competitive Activity” shall mean any business or other endeavor that engages in any country in which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall not (and, as applicable, shall cause each of his controlled Affiliates not to) or its subsidiaries have business operations in a business that directly or indirectly through another Person own competes with all or any interest in, manage, control, participate substantial part of any of the business in (whether 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 an owner, employee, officer, director, managerindependent contractor, employeeagent, partner, equity holder, member, agent, advisor, individual independent contractor, consultant, representative or otherwise), consult with, represent, render services forlender, or in any other manner engage capacity calling for the rendition of the Employee’s personal services, either alone or with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity and the Restricted Business Employee’s involvement relates in any geographic area where respect to the Company Group conducts itCompetitive Activity of such entity; provided, however, that nothing herein the Employee shall prohibit Grantee and any of his controlled Affiliates, as applicable not be prohibited from (i) being a passive owner of not more owning less than two percent (2%) of the outstanding stock of any class of a corporation or entity which is publicly traded so long corporation, whether or not such corporation is in competition with the Company. If, at any time, the provisions of this Section 9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as Grantee (to area, duration or any scope of Grantee’s controlled Affiliatesactivity, if applicable) does not have any active participation in this Section 9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the management court or other business of such corporation body having jurisdiction over the matter, and the Employee agrees that this Section 9 as so amended shall be valid and binding as though any invalid 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 Restricted Businesses so long as Grantee isunenforceable provision had not been included herein.

Non-Competition. Grantee acknowledges and agrees that (a) at all times while Grantee is employed with the Company GroupEmployer, Grantee shall pursue all appropriate business opportunities of the Company Group Employer exclusively through the Company Group Employer and (b) the Company Group 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 the Company GroupEmployer. 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 first (1st) second anniversary of the date on which Grantee’s employment or services with the Company Group Employer terminates for any reason, Grantee shall not (and, as applicable, shall cause each of his 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 Restricted Business in any geographic area where the Company Group EOC Parent, EGH and their respective controlled affiliates conducts it; provided, that nothing herein shall prohibit Grantee and any of his Grantee’s controlled Affiliates, as applicable applicable, from (i) being a passive owner of not more than two percent (2%) of the 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 or (ii) being employed by or otherwise providing services to any corporation or entity, a division or subsidiary of which is engaged in Restricted Businesses so long as Grantee isother

Non-Competition. Grantee acknowledges and agrees that (a) at all times while Grantee A. Employee is employed familiar with the Company Groupbusiness of Company, Grantee shall pursue all appropriate business opportunities the commercial and competitive nature of the Company Group exclusively through 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 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 (owns broadcast properties 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 day on which Grantee this Agreement expires/terminates or any Grantee’s Affiliates cease to as of the day before a Change of Control is consummated, whichever is applicable. For purposes of this Section 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 members result of EOC Parent or, if earlierthe Change of Control; otherwise, the first (1st) anniversary day before the Agreement expires/terminates shall be the applicable date for these purposes. Employee further recognizes that such injury could not be reasonably or adequately compensated by monetary compensation. For these reasons, upon the expiration/termination of this Agreement under either Section 8 or 9, Employee will not, for a period equal to the date on number of months for which Grantee’s employment severance benefits are payable to Employee under either Section 8B or services with the Company Group terminates for any reason, Grantee shall not (and, as applicable, shall 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, manager, employee, partner, equity holder, member, agent, advisor, individual independent contractor, consultant, representative or otherwise9B(3), consult with, represent, render services for, or in any other manner engage in the 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 (i) being a passive owner of but not more than two percent one (2%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 outstanding stock day on which this Agreement expires/terminates or as of the day before a Change of Control is consummated, whichever is applicable. Nothing in this Section 12 shall prevent Employee from performing services, during the Non-Competition Term, for any class of a corporation person or entity in broadcast markets in which Company owns no broadcast properties as of the day on which this Agreement expires/terminates or as of the day before a Change of Control is publicly traded so long as Grantee (or any consummated, whichever is applicable. Furthermore, this Section 12 shall 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 Grantee’s controlled Affiliates, if applicable) does not have any active participation in the 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 Restricted Businesses so long as Grantee isControl becomes effective.

Non-Competition. Grantee acknowledges and agrees that (a) at all times while Grantee is employed with In consideration for the Company Group, Grantee shall pursue all appropriate business opportunities issuance to Harris of shares of the Company Group exclusively through pursuant to the Company Group Formation Agreement and the performance by Stratex of its obligations under the Agreements (b) collectively, the Company Group would be irreparably damaged if Grantee (or“Non-Compete Consideration”), if applicableHarris agrees that, 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 date of this Agreement and ending on the first (1st) fifth anniversary of the date on which Grantee hereof, Hxxxxx will not, and will not permit any of its Subsidiaries to (a) engage, directly or indirectly, in the Restricted Business, (b) form any Grantee’s Affiliates cease to be direct or indirect members of EOC Parent or, if earlier, the first (1st) anniversary of the date on which Grantee’s employment or services with Person other than the Company Group terminates and its Subsidiaries (a “Covered Person”) or change or extend the current business activities of any existing Covered Person for any reasonthe purpose of engaging, Grantee shall not (and, as applicable, shall cause each of his controlled Affiliates not to) directly or indirectly through another Person own any interest inindirectly, managein the Restricted Business or (c) invest, controldirectly or indirectly, 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 Covered Person engaged, directly or indirectly, in the Restricted Business in any geographic area where the Company Group conducts itmaterial respect; provided, however, that nothing herein shall prohibit Grantee and any of his controlled Affiliates, as applicable from notwithstanding the foregoing Hxxxxx and/or its Subsidiaries may (i) being a passive owner of not more collectively own less than two percent (2%) 20% of the outstanding stock of total equity interests in any class of a corporation or entity which is publicly traded so Covered Person engaged in the Restricted Business as long as Grantee (none of the employees of Hxxxxx or any of Grantee’s controlled Affiliates, if applicable) does not have any active participation its Subsidiaries is involved in the management or other business of such corporation or entity or Covered Person, (ii) being employed by or otherwise providing services to participate as a passive investor with no management rights in any corporation or entity, a division or subsidiary of 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 Businesses so long Business if (x) the Restricted Business contributed less than 20% of such Covered Person’s or business unit’s, as Grantee isapplicable, 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) developing, manufacturing, distributing or selling microwave radios or related components, systems or services for use by Government Entities.

Non-Competition. Grantee acknowledges (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 Principal Stockholder hereby covenants and agrees that from and after the Closing and until the later of (a) at all times while Grantee is employed with the Company Group, Grantee shall pursue all appropriate business opportunities of the Company Group exclusively through the Company Group and (bi) 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) third anniversary of the date on which Grantee or any Grantee’s Affiliates cease to be direct or indirect members Closing Date and (ii) one (1) year after the termination of EOC Parent or, if earlierthe Principal Stockholder's employment by the Company, the first (1st) anniversary of the date on which Grantee’s employment Principal Stockholder shall not, and shall cause any employee or services with the Company Group terminates for any reasonAffiliate not to, Grantee shall not (anddirectly or indirectly, as applicablea partner, shall 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 officerstockholder, director, manager, employee, partner, equity holder, member, agent, advisor, individual independent contractor, consultant, representative or otherwise)joint venturer, consult with, represent, render services for, investor or in any other manner capacity, engage in, or own, manage, operate or control, or participate in the Restricted Business ownership, management, operation or control of, any business or entity which engages anywhere in any geographic area where the Company Group conducts itUnited States of America in (x) the sale of crop production inputs and services at retail or (y) the sale of the crop production inputs set forth in Schedule 6.2.2 at wholesale (a "Competing Business"); provided, however, that nothing herein shall prohibit Grantee and any of his controlled Affiliates, as applicable the Principal Stockholder from (i) being a passive owner of owning not more than two percent (2%) of the outstanding stock 5.0% of any class of securities of a corporation or entity which is publicly traded entity in a Competing Business, (ii) acquiring and following such acquisition, actively engaging in, any business enterprise partially engaged in a Competing Business, so long as Grantee not more than 20% of the fair market value of such 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 fair market value of such business, as determined in good faith by the Principal Stockholder and certified to RCGI by the Principal Stockholder, is attributable to such Competing Business, then such business shall divest itself of the 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 with respect to any purchase intended to be accounted for as a pooling of Grantee’s controlled Affiliatesinterests under GAAP or treated for federal income tax purposes as a tax-free reorganization, if applicable) does not have any active participation no such divestiture shall be required until, in the management or other business reasonable opinion of the acquiror, such divestiture would no longer endanger the accounting of such corporation acquisition as a pooling of interests under GAAP or entity or (ii) being employed by or otherwise providing services to any corporation or entity, the treatment for federal income tax purposes of such acquisition as a division or subsidiary of which is engaged in Restricted Businesses so long as Grantee istax-free reorganization.

Non-Competition. Grantee acknowledges and Provided that this Agreement has not been breached by the Corporation, the Employee agrees that he shall not at any time prior to one (a1) at all times while Grantee is employed year after the expiration or termination of his employment with the Company GroupCorporation, Grantee shall pursue all appropriate business opportunities of the 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 first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall not (and, as applicable, shall cause each of his controlled Affiliates not to) directly or indirectly through another Person own any interest inown, manage, controloperate, participate in (whether as be a director or an officer, director, manager, employee, partner, equity holder, member, agent, advisor, individual independent contractor, consultant, representative or otherwise), consult with, represent, render services foremployee of, or in a consultant to any other manner engage in the Restricted Business in any geographic area where the Company Group conducts it; providedperson, that nothing herein shall prohibit Grantee and any of his controlled Affiliatesbusiness, as applicable from (i) being a passive owner of not more than two percent (2%) of the outstanding stock of any class of a corporation or entity which is publicly traded so long as Grantee (or any of Grantee’s controlled Affiliatescorporation, if applicable) does not have any active participation in the management partnership, trust, limited liability company or other business of such corporation firm or entity or enterprise (ii"Person") being employed by or otherwise providing services to any corporation or entity, a division or subsidiary of which is engaged in Restricted Businesses marketing, selling or distributing products or in developing product candidates in the United States which are directly competitive with products or product candidates in development as evidenced by the current written product development plan and/or business plan of the Corporation at the time of termination of the Employee's employment and/or described in the Corporation’s most recent filing on Form 10-K with the Securities and Exchange Commission as of the date of the termination of the Employee’s employment. If any of the provisions of this section, or any part thereof, is hereinafter construed to be invalid or unenforceable, the same shall not affect the remainder of such provision or provisions, which shall be given full effect, without regard to the invalid portions. If any of the provisions of this section, or any part thereof, is held to be unenforceable because of the duration of such provision, the area covered thereby or the type of conduct restricted therein, the parties agree that the court making such determination shall have the power to modify the duration, geographic area and/or other terms of such provision and, as so long modified, said provision shall then be enforceable. In the event that the courts of any one or more jurisdictions shall hold such provisions wholly or partially unenforceable by reason of the scope thereof or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Corporation's right to the relief provided for herein in the courts of any other jurisdictions as Grantee isto breaches or threatened breaches of such provisions in such other jurisdictions, the above provisions as they relate to each jurisdiction being, for this purpose, severable into diverse and independent covenants.

Non-Competition. Grantee acknowledges and agrees that During (ai) at all times while Grantee is employed the Executive's employment with the Company Group, Grantee shall pursue all appropriate business opportunities of the Company Group exclusively through the Company Group and (bii) the Company Group would be irreparably damaged if Grantee two (or, if applicable, any 2) year period immediately following the Executive's Date 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 earlierTermination, the first Executive (1stA) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall not (andengage, as applicableanywhere within the geographical areas in which any Sunbeam Entity is then conducting its business operations, shall cause each of his controlled Affiliates not to) directly or indirectly through another Person own any interest inindirectly, managealone, controlin association with or as a shareholder, participate in (whether as an principal, agent, partner, officer, director, manageremployee or consultant of any other organization, employeein any business (a "Competitive Business") which competes with any business then being conducted by such Sunbeam Entity; (B) shall not solicit or encourage any officer, partneremployee 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, equity holder, member, agent, advisor, individual independent contractor, consultant, representative divert or otherwise), consult with, represent, render services fortake away, or in attempt to divert or to take away, the business or patronage of any other manner engage in of the Restricted Business in customers or accounts, or prospective customers or accounts, of any geographic area where Sunbeam Entity, which were contacted, solicited or served by the Company Group conducts itExecutive while employed by the Company; provided, however, that nothing herein shall prohibit Grantee and any the Executive from owning a maximum of his controlled Affiliates, as applicable from (i) being a passive owner of not more than two percent (2%) of the outstanding stock of any class of a corporation or entity which is publicly traded so long corporation. Following the Date of Termination, ownership by the Executive of not more than five percent (5%) of any publicly traded corporation shall not constitute a violation hereof. If, at any time, the provisions of this Section 14(c) shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as Grantee (to area, duration or any scope of Grantee’s controlled Affiliatesactivity, if applicablethis Section 14(c) does not have any active participation in shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the management court or other business body having jurisdiction over the matter; and the Executive agrees that this Section 14(c) as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. For purposes of this Section 14(c), the design, manufacture and marketing of outdoor barbecue grills and small kitchen appliances shall be construed to be a Competitive Business; provided, however, that the gross revenues derived from sales of such corporation or entity or products by such competitor are greater than the lesser of (i) 10% of its total revenues and (ii) being employed by or otherwise providing services to any corporation or entity, a division or subsidiary of which is engaged in Restricted Businesses so long as Grantee is$500,000,000.

Non-Competition. Grantee acknowledges and agrees that (a) at all times while Grantee is employed with the Company Group, Grantee shall pursue all appropriate business opportunities For a period of the Company Group exclusively through the Company Group and two (b2) 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 years commencing on the Effective Closing Date (the “Restricted Period”), Seller Parent shall not, 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 first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall not permit any other Restricted Party to, directly or indirectly, (andi) engage in the Exploitation of any (A) intravenous small molecule anti-hypertensive agent, as applicable, shall cause each of his controlled Affiliates not to(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 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 Restricted Business in any geographic area where the Company Group conducts itcapacity, including as a partner, shareholder, member, principal, agent, trustee or consultant; provided, that nothing herein however, that, notwithstanding the foregoing, this Section 9.10(a) shall not prohibit Grantee and Seller Parent or any other Restricted Party or any of his controlled Affiliates, as applicable their respective Affiliates from (i) being acquiring or owning securities of a passive owner Person whose securities are publicly traded on a recognized securities exchange or quotation system representing not in excess of not more than two five percent (25%) of any class of such securities; (ii) after giving effect to the Transactions, continuing to engage in any business currently conducted by any Restricted Party or any of their respective Affiliates, whether or not any one or more products or services associated with such business activities might be deemed to be competitive in some manner with the Restricted Business, including, for the avoidance of doubt, the Exploitation of the products and product candidates of Seller Parent and its Subsidiaries other than the Products and the utilization of the Excluded Assets, but excluding the development or commercialization of any product candidate competitive in some manner with the Restricted Business, it being understood and agreed that the product candidates set forth on Schedule 9.10 are not competitive with the Restricted Business; (iii) purchasing products or services from, or selling products or services to, or otherwise engaging in a subcontracting or commercial relationship with, an entity that is engaged in a Restricted Business; (iv) performing its obligations under this Agreement or any Ancillary Agreement or otherwise taking actions in connection with the winding up of the Business; (v) acquiring any Person (or any interest therein), including through the creation of any joint venture or partnership, that engages, directly or indirectly, in a Restricted Business, if (x) in its last full fiscal year prior to such acquisition, the consolidated revenues of such Person from the Restricted Business constituted less than twenty percent (20%) of the outstanding stock total consolidated revenues of any class such Person, or (y) in its last full fiscal year prior to such acquisition, the consolidated revenues of a corporation or entity which is publicly traded so long as Grantee such Person from the Restricted Business constituted less than thirty-five percent (or any 35%) of Grantee’s controlled Affiliatesthe total consolidated revenues of such Person and, if applicable) does not have any active participation in following such acquisition, the management or other applicable Restricted Party uses, until the expiration of the Restricted Period, reasonable best efforts to sell that portion of the business of such corporation or entity Person as constitutes a Restricted Business; or (iivi) being employed by or otherwise providing services acquiring rights to any corporation product (whether by purchase, license or entityotherwise) that may be used in a Restricted Business, a division or subsidiary of which is engaged in Restricted Businesses so as long as Grantee iseither such product is not so employed or is a product that falls within the exception set forth in clause (v) of this sentence as if any such product was an acquired Person for purposes of such clause (v). For the avoidance of doubt, this Section 9.10(a) shall not bind any purchaser of all or substantially all of Seller Parent’s capital stock or assets, whether by merger, asset sale, stock sale or otherwise.

Non-Competition. Grantee Each of the Members hereby acknowledges and agrees that (a) at all times while Grantee is employed with the Company Group, Grantee shall pursue all appropriate and MLP operate in a competitive business opportunities and compete with other Persons operating in the midstream segment of the Company Group exclusively through oil and gas industry for acquisition opportunities. Each of 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 Members agrees that during the period commencing on the Effective Date and ending on the first (1st) anniversary that it is a Member, it shall not, directly or indirectly, use any of the date on confidential information it receives as a Member or which Grantee or any Grantee’s Affiliates cease to be direct or indirect members of EOC Parent or, if earlier, the first (1st) anniversary its designee receives as a Director of the date on which Grantee’s employment Company to compete, or services with the Company Group terminates for any reason, Grantee shall not (and, to engage in or become interested financially in as applicable, shall 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, managera principal, employee, partner, equity holder, membershareholder, agent, manager, owner, advisor, individual independent contractorlender, consultantguarantor of any Person that competes in North America with the business conducted by the Company, representative or otherwisePlains AAP, PAA GP and the MLP. Each of the Members also acknowledge that EnCap Investments L.L.C. and Persons that it controls (“EnCap”), consult with, represent, render services for, or in any other manner engage Xxxxx Xxxxxxxx Capital Advisors L.P. and its Affiliates (“Xxxxx Xxxxxxxx”) and Wachovia and its affiliates may make and manage investments in the Restricted Business energy industry in any geographic area where the ordinary course of business (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 and its Subsidiaries’ business, so long as such Institutional Investments are not in violation of the provisions of Section 12.6 or the second sentence of this Section 13.1 or obligations owed to the Company Group conducts it; provided, under applicable law with respect to usurpation of an opportunity legally belonging to the Company or its Subsidiaries. Each of the Members confirms that nothing herein 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 restrictions contained in this Section 13.1 shall prohibit Grantee and any of his controlled Affiliates, as applicable from in no way impair the rights granted (i) being a passive owner of not more than two percent (2%) of to Xxxxx X. Xxxxxx pursuant to the 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 Xxxxxx Employment Agreement or (ii) being employed by or otherwise providing services to Xxxx X. Xxxxxxx pursuant to any corporation or entityemployment agreement between Xxxxxxx and Plains Resources, a division or subsidiary of which is engaged in Restricted Businesses so long as Grantee isInc.

Non-Competition. Grantee acknowledges and agrees that (a) at At all times while Grantee the Executive is employed by the Company and for any Post- Employment Non-Compete Period (defined below) elected by the Company, the Executive shall not, directly or indirectly, engage in or have any interest in any sole proprietorship, partnership, corporation or business or any other person or entity (whether as an employee, officer, director, partner, agent, security holder, creditor, consultant or otherwise) that directly or indirectly (or through any affiliated entity) engages in competition with the Company Group, Grantee (based on the business in which the Company was engaged or was actively planning on being engaged as of the date of termination of the Employee’s employment and in the geographic areas in which the Company operated or was actively planning on operating as of date of termination of the Employee’s employment); provided that such provision shall pursue all appropriate business opportunities not apply to the Executive’s ownership of Common Stock of the Company Group exclusively through or the acquisition by the Executive, solely as an investment, of securities of any issuer that is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System, or any similar system or automated dissemination of quotations of securities prices in common use, so long as the Executive does not control, acquire a controlling interest in or become a member of a group which exercises direct or indirect control or, more than five percent of any class of capital stock of such corporation. As used herein, the “Post Employment Non- Compete Period” shall be any period up to one year immediately following the Termination Date that the Company Group and (b) may elect, in its complete discretion, to be subject to the restrictive covenant set forth in this Section 6.1. For the avoidance of doubt, the Company Group would be irreparably damaged if Grantee (ormay elect not to have any Post Employment Non-Compete Period apply. Within 10 days after the Termination Date, the Company shall notify Executive in writing whether or not it is electing to impose a Post Employment Non-Compete Period and, if applicable, the duration of any of Grantee’s controlled Affiliates) were to provide services to such period. During 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 Post Employment Non-Compete Period elected 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 earlierCompany, the first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reasonshall continue to pay Executive his Base Salary hereunder, Grantee shall not (and, as applicable, shall 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, 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 Restricted Business in any geographic area where the Company Group conducts it; provided, that nothing herein shall prohibit Grantee same amount and any of his controlled Affiliates, manner as applicable from (i) being a passive owner of not more than two percent (2%) of the 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 or (ii) being Executive was still employed by or otherwise providing services to any corporation or entity, a division or subsidiary of which is engaged in Restricted Businesses so long as Grantee isthe Company.

Non-Competition. Grantee acknowledges The Optionee covenants and agrees that during the Optionee’s Employment and for a period of twelve (a12) 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, whether such termination occurs at all times while Grantee is employed with the Company Group, Grantee shall pursue all appropriate business opportunities insistence of the Company Group exclusively through or its Affiliates or the Company Group and Optionee (b) for whatever reason), the Company Group would be irreparably damaged if Grantee (orOptionee will not, if applicabledirectly or indirectly, any of Grantee’s controlled Affiliates) were to provide services to any Person (including Grantee) engaged alone or in a Restricted Business association with others, anywhere in the Territory (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 first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall not (and, as applicable, shall cause each of his controlled Affiliates not to) directly or indirectly through another Person own any interest inown, manage, controloperate, control or participate in (whether the ownership, management, operation or control of, or be connected as an officer, directoremployee, managerinvestor, employeeprincipal, joint venturer, shareholder, partner, equity holder, member, agent, advisor, individual independent contractordirector, consultant, representative agent or otherwise with, or have any financial interest (through stock or other equity ownership, investment of capital, the lending of money or otherwise) in, any 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 venture or activity, a “Competitor”), consult with, represent, render services for, or in any other manner engage in the Restricted Business in any geographic area where the Company Group conducts it; provided, except that nothing herein contained in this Section 5(a) shall prohibit Grantee and any prevent the Optionee’s wholly passive ownership of his controlled Affiliates, as applicable from (i) being a passive owner of not more than two percent (2%) or less of the outstanding stock equity securities of any class Competitor that is a publicly-traded company. For purposes of a corporation or entity which is publicly traded so long as Grantee (this Section 5(a), the “Business of the Company or any of Grantee’s controlled its Immediate Affiliates” is that of arts and crafts specialty retailer providing materials, if applicable) does not have ideas and education for creative activities, as well as any active participation in the management or 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 sale of arts and crafts products (aggregated with the gross receipts derived from the retail sale of arts and crafts projects of any related business, venture or activity) are less than ten percent (10%) of the aggregate gross receipts of such corporation businesses, ventures or entity activities. For purposes of this Section 5(a), the “Territory” is comprised of those states within the United States, those provinces of Canada, and any other geographic area in which the Company or any of its Immediate Affiliates was doing business or actively planning to do business at any time during the Optionee’s Employment, or with respect to the Optionee’s obligations following his or her termination of Employment the twelve (12) months immediately preceding the Optionee’s termination of Employment. For purposes of this Section, “Immediate Affiliates” means those Affiliates which are one of the following: (i) a direct or indirect subsidiary of the Company, (ii) being employed by a parent to the Company or otherwise providing services to any corporation (iii) a direct or entity, a division or indirect subsidiary of which is engaged in Restricted Businesses so long as Grantee issuch a parent.

Non-Competition. Grantee acknowledges For a period of eighteen (18) months from the Closing Date (the “Non-Competition Period”), Seller shall not, and agrees shall cause its Subsidiaries (other than the Transferred Subsidiaries) not to, directly or indirectly, anywhere in the United States or 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 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 (aother than the Transferred Subsidiaries) at all times while Grantee is employed with the Company Group, Grantee shall pursue all appropriate business opportunities from (i) owning shares of any class of securities of Tejas Networks India Private Limited or any successor thereto representing not more than fifteen percent (15%) of the Company Group exclusively through the Company Group and outstanding equity interests thereof (b) the Company Group would be irreparably damaged if Grantee (or, if applicable, not taking into account any of Grantee’s controlled Affiliates) were to provide services reduction in outstanding equity interests due 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 first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall not (and, as applicable, shall 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, manager, employee, partner, equity holder, member, agent, advisor, individual independent contractor, consultant, representative stock buyback or otherwise), consult with, represent, render services for, or in any other manner engage in the 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 (iii) being a passive owner of not more than two three percent (23%) of the outstanding stock shares of any class of securities of a corporation Person that, directly or entity which 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 publicly traded 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 and fifteen percent (15%) of such Person’s total consolidated annual revenues, in the 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 commercial activities with (in each case, in the ordinary course of business) a Person engaged in the Restricted Business or any customer, supplier, licensor or licensee of the Restricted Business or Buyer so long as Grantee (or neither Seller nor any of Grantee’s controlled Affiliates, if applicable) does not have any active participation its Subsidiaries engages in or participates in the 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 Restricted Businesses so long as Grantee isBusiness.

Non-Competition. Grantee The Lessee acknowledges that upon and agrees that (a) at all times while Grantee is employed with the Company Groupafter any termination of this Lease, Grantee shall pursue all appropriate business opportunities any competition by any member of the Company Leasing Group exclusively through with any subsequent owner or subsequent lessee of the Company Group Leased Property (the "Purchaser") would cause irreparable harm to the Lessor and any such Purchaser. To induce the Lessor to enter into this Lease, the Lessee agrees that, from and after the end of the seventh (b7th) Lease Year and thereafter until the later of (A) the Company Group would be irreparably damaged if Grantee expiration of this Lease or (or, if applicable, any of Grantee’s controlled AffiliatesB) were to provide services to any Person the fifth (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 (1st5th) anniversary of the date termination of this Lease on account of a Lease Default, without the prior written consent of the Lessor (which Grantee consent shall not be unreasonably withheld or delayed), no member of the Leasing Group nor any Subsidiary of any member of the Leasing Group (collectively, the "Limited Parties") shall be involved in any capacity in or lend any of their names to or engage in any capacity in any assisted living facility (or other facility operated for any 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 Grantee’s Affiliates cease to be direct or indirect members related activity competitive therewith), excluding however any of EOC Parent or, if earlierthe facilities described on Schedule 11.5 attached hereto (collectively, the first "Excluded Facilities"), whether such competitive activity (1stthe "Competitive Activity") anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall not (and, as applicable, shall cause each of his controlled Affiliates not to) directly or indirectly through another Person own any interest in, manage, control, participate in (whether be as an officer, director, managerowner, employee, partner, equity holder, member, agent, advisor, individual independent contractor, consultantdeveloper, representative lender, sponsor, venture capitalist, administrator, manager, investor, partner, joint venturer, consultant or otherwiseother participant in any capacity whatsoever with respect to an assisted living facility (or other facility operated for any use included within the definition of Primary Intended Use), consult withcenter, representunit or program located within a seven (7) mile radius of the Leased Property. The Lessee hereby acknowledges and agrees that none of the time span, render services forscope or area covered by the foregoing restrictive covenants is or are unreasonable and that it is the specific intent of the Lessee that each and all of the restrictive covenants set forth hereinabove shall be valid and enforceable as specifically set forth herein. The Lessee further agrees that these restrictions are special, or in any other manner engage in unique, extraordinary and reasonably necessary for the Restricted Business in any geographic area where protection of the Company Group conducts it; provided, that nothing herein shall prohibit Grantee Lessor and any Purchaser and that the violation of his controlled Affiliates, as applicable from (i) being a passive owner of not more than two percent (2%) any such covenant by any of the outstanding stock of Limited Parties would cause irreparable damage to the Lessor and any class of Purchaser for which a corporation or entity which is publicly traded so long as Grantee (or any of Grantee’s controlled Affiliates, if applicable) does legal remedy alone would not have any active participation in the management or other business of be sufficient to fully protect 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 Restricted Businesses so long as Grantee isparties.

Non-Competition. Grantee acknowledges and Provided that this Agreement has not been breached by the Corporation, the Employee agrees that he shall not at any time prior to one (a1) at all times while Grantee is employed year after the expiration or termination of his employment with the Company GroupCorporation, Grantee shall pursue all appropriate business opportunities of the 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 first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall not (and, as applicable, shall cause each of his controlled Affiliates not to) directly or indirectly through another Person own any interest inown, manage, controloperate, participate in (whether as be a director or an officer, director, manager, employee, partner, equity holder, member, agent, advisor, individual independent contractor, consultant, representative or otherwise), consult with, represent, render services foremployee of, or in a consultant to any other manner engage in the Restricted Business in any geographic area where the Company Group conducts it; providedperson, that nothing herein shall prohibit Grantee and any of his controlled Affiliatesbusiness, as applicable from (i) being a passive owner of not more than two percent (2%) of the outstanding stock of any class of a corporation or entity which is publicly traded so long as Grantee (or any of Grantee’s controlled Affiliatescorporation, if applicable) does not have any active participation in the management partnership, trust, limited liability company or other business of such corporation firm or entity or enterprise (ii"PERSON") being employed by or otherwise providing services to any corporation or entity, a division or subsidiary of which is engaged in Restricted Businesses marketing, selling or distributing products or in developing product candidates in the United States which are directly competitive with products or product candidates in development as evidenced by the current written product development plan and/or business plan of the Corporation at the time of termination of the Employee's employment and/or described in the Corporation's most recent filing on Form 10-K with the Securities and Exchange Commission as of the date of the termination of the Employee's employment. If any of the provisions of this section, or any part thereof, is hereinafter construed to be invalid or unenforceable, the same shall not affect the remainder of such provision or provisions, which shall be given full effect, without regard to the invalid portions. If any of the provisions of this section, or any part thereof, is held to be unenforceable because of the duration of such provision, the area covered thereby or the type of conduct restricted therein, the parties agree that the court making such determination shall have the power to modify the duration, geographic area and/or other terms of such provision and, as so long modified, said provision shall then be enforceable. In the event that the courts of any one or more jurisdictions shall hold such provisions wholly or partially unenforceable by reason of the scope thereof or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Corporation's right to the relief provided for herein in the courts of any other jurisdictions as Grantee isto breaches or threatened breaches of such provisions in such other jurisdictions, the above provisions as they relate to each jurisdiction being, for this purpose, severable into diverse and independent covenants.

Non-Competition. 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 the Company Group exclusively through the Company Group and (b) the Company Group would be irreparably damaged if Grantee (or, if applicable, any of GranteeExcept upon Executive’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 termination by the Company Group. Thereforewithout Cause or for Constructive Termination, Grantee agrees that during the period commencing on the Effective Date and ending on the first (1st) anniversary date that is one year following the end of the date on period of employment (such period, which Grantee or will be extended by the amount of time during which Executive is in violation of any Grantee’s Affiliates cease to be direct or indirect members provision of EOC Parent or, if earlierthis Section 9, the first “Restricted Period”), Executive will not, in the United States (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason“Territory”), Grantee shall not (and, as applicable, shall cause each of his controlled Affiliates not to) directly or indirectly through another Person own any interest engage in, manage, controloperate, finance, control or participate in (the ownership, management or financing or control of, become employed by, or become affiliated or associated with, directly or indirectly, whether as an officer, director, managershareholder, employeeowner, co-owner, affiliate, partner, equity holder, member, agent, advisor, individual independent contractorrepresentative, consultant, representative independent contractor or advisor, or otherwise render services or advice to, guarantee any obligation of, or acquire or hold (of record, beneficially or otherwise)) any direct or indirect interest in a business that sells or provides products or services that are the same as or substantially similar to or otherwise competitive with the products or specialized services (provided that such “specialized services” shall not include those services which would unreasonably restrict Executive from utilizing Executive’s education and expertise in future employment, consult with, represent, render as long as such employment and specialized services forare not competitive with the Company or any of its subsidiaries) sold or provided, or in any other manner engage that Executive has knowledge are planned to be sold or provided, by the Company or its subsidiaries in the Restricted Business in at any geographic area where time while Executive is an employee or director of the Company Group conducts it(a “Competitor”); provided, however, that nothing herein shall prohibit Grantee and Executive may own, as a passive investment, shares of capital stock of any Competitor if (A) such shares are listed on a national securities exchange or traded on a national market system in the United States, (B) Executive, together with any of his controlled AffiliatesExecutive’s affiliates and Executive’s immediate family members (which shall mean Executive’s wife and direct lineal descendants, as applicable from but shall not include any other blood relative), owns beneficially (idirectly or indirectly) being a passive owner of not more less than two five percent (25%) of the total number of shares of such entity’s issued and outstanding stock capital stock, and (C) neither Executive nor any of any class of a corporation Executive’s affiliates is otherwise associated directly or entity which is publicly traded so long as Grantee (indirectly with such Competitor 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 or (ii) being employed by or otherwise providing services to any corporation or entity, a division or subsidiary of which is engaged in Restricted Businesses so long as Grantee isits affiliates.

Non-Competition. Grantee acknowledges and agrees that (a) at all times while Grantee is employed with Provided the Company Groupis not in default hereunder, Grantee shall pursue all appropriate business opportunities in consideration of the Company Group exclusively through Company's promise to disclose, and disclosure of, its Confidential Information and other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by Employee, Employee hereby agrees and covenants that until the later of the last day of the Term or until the Employee's date of termination of, or resignation from, employment from the Company Group and (b) the Company Group would be irreparably damaged if Grantee (or, if applicable, or 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 its subsidiaries or any Grantee’s Affiliates cease to be direct or indirect members of EOC Parent or, if earlier, the first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates affiliates for any reason, Grantee including the expiration of the Term (the “Restricted Period”), Employee shall not not, directly or indirectly, engage in, assist or become associated with a Competitive Activity. For purposes of this Section 2(b): (andi) a “Competitive Activity” means, at the time of Employee's termination, any business or other endeavor in any jurisdiction conducted by the Company or any of its subsidiaries or affiliates (or demonstrably anticipated by the Company or its subsidiaries or affiliates in any jurisdiction as applicable, of the Effective Date or at any time thereafter); and (ii) Employee shall cause each of his controlled Affiliates not to) be considered to have become “associated with a Competitive Activity” if Employee becomes directly or indirectly through another Person own any interest in, manage, control, participate in (whether involved as an owner, principal, employee, officer, director, managerindependent contractor, employeerepresentative, stockholder, financial backer, agent, partner, equity holder, member, agent, advisor, individual independent contractor, consultant, representative or otherwise), consult with, represent, render services forlender, or in any other manner engage individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding the Restricted Business in any geographic area where the Company Group conducts it; providedforegoing, that nothing herein shall prohibit Grantee and any of his controlled Affiliates, as applicable from (i) being a passive owner of not more Employee may make and retain investments during the Restricted Period, for investment purposes only, in less than two percent (2%) 5% of the outstanding capital stock of any class of publicly-traded corporation engaged in a corporation or entity which is publicly traded so long as Grantee (or any of Grantee’s controlled Affiliates, Competitive Activity if applicable) does not have any active participation in the management or other business stock of such corporation is either listed on a national stock exchange or entity on the NASDAQ National Market System if Employee is not otherwise affiliated with such corporation is not directly involved with the provision of direction or (ii) being employed by or otherwise providing services to any corporation or management of such entity, a division or subsidiary of which is engaged in Restricted Businesses so long as Grantee is;

Non-Competition. Grantee Developer acknowledges and agrees that Friendly's has invested a substantial amount of time and money in developing the System and the confidential information associated therewith (athe "Confidential Information") at all times while Grantee is employed with and that Friendly's would be unable to protect its System, the Company GroupConfidential 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, Grantee shall pursue all appropriate business opportunities marketing strategies, operating policies and other elements of the Company Group exclusively through 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 Company Group minimum and target development schedule set forth in this Agreement. Therefore, Developer agrees that, during the term of this Agreement, neither Developer nor any of its corporate parent, subsidiaries or their affiliates will have any direct or indirect legal or beneficial interest or perform services in any business which owns, operates, licenses, franchises or develops any restaurant concept which both (i) has sit down, table service, and (bii) the Company Group would be irreparably damaged if Grantee (oris a mid-scale priced, if applicablefamily style restaurant, any of Grantee’s controlled Affiliates) were to provide services to any Person (including Grantee) engaged in a Restricted Business coffee shop or ice cream/frozen yogurt shoppe (as defined belowby CREST operators list as of June 1, 1997) and that such competition by Grantee 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 restaurant concept which is a mid-scale priced family style restaurant will be deemed competitive if frozen deserts comprise 5% or more of the sales mix as measured on any six (or, if applicable, any of Grantee’s controlled Affiliates6) would result in a significant loss of goodwill by the Company Groupmonth basis. Therefore, Grantee Developer further agrees that during for a period of two (2) years after the period commencing termination or expiration of this Agreement, Developer and all of such persons will be subject to the same restriction 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 first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall not (and, as applicable, shall 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, 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 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 competing activities (i) being a passive owner of not more than two percent (2%) of within the 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 or Territory and (ii) being employed within the trade area (as reasonably determined by Friendly's) of any Friendly's Restaurant currently operated by Friendly's or otherwise providing services any licensee, but in no event within a radius of three (3) miles from any such restaurant. Developer further acknowledges that this paragraph confers no exclusivity on Developer with respect to Developer's further operation of any Restaurant within the Territory after the expiration or termination of this Agreement. The restrictions of this section shall not be applicable to the Friendly's Restaurants operated under franchise agreements between Developer and Friendly's, to the ownership of shares of a class of securities listed on a stock exchange or traded on the over-the-counter market that represent five percent (5%) or less of the numbers of shares of that class of securities issued and outstanding, or to any corporation restaurants franchised by Wendy's International and operated by the corporate parent or entity, a division or subsidiary any affiliate of which is engaged in Restricted Businesses so long as Grantee isDeveloper.

Non-Competition. 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 the 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 For 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 Closing Date and ending terminating on the first third anniversary thereof (1st) anniversary of the date on which Grantee or any Grantee’s Affiliates cease "PERIOD"), as an inducement to be direct or indirect members of EOC Parent orBuyer to execute this Agreement and complete the transactions contemplated hereby, if earlier, and in order to preserve the first (1st) anniversary of the date on which Grantee’s employment or services goodwill associated with the Company Group terminates for any reasonCompany, Grantee shall Seller will not (and, as applicable, shall cause each of his controlled Affiliates not to1) directly or indirectly through another Person own any interest engage in, manage, controlcontinue in, participate in or have any 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 (whether as an officer, director, manager, employee, partner, equity holder, member, agent, advisor, individual independent contractor, consultant, representative or otherwisethe "PROHIBITED BUSINESS") in North America (the "TERRITORY"), (2) consult with, represent, render services for, advise or assist in any way, whether or not for consideration, any corporation, partnership, firm or other manner engage in the Restricted Business business organization which is now or becomes a competitor of Buyer in any geographic area where aspect with respect to the Company Group conducts itProhibited 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; providedor (3) unless Buyer has terminated such employee, solicit for employment any employee of the Company, without the prior consent of Buyer; PROVIDED, HOWEVER, that nothing herein shall prohibit Grantee and any of his controlled Affiliates, as applicable from be deemed to prevent (i) being a passive owner of not more Seller from acquiring through market purchases and owning, solely as an investment, less than two five percent (2%) of the outstanding stock equity securities of any class of a corporation any issuer whose shares are registered under Section 12(b) or entity which is publicly traded 12(g) of the Exchange Act, and are listed or admitted for trading on any United States national securities exchange or are quoted on the Nasdaq National Market, or any similar system of automated dissemination of quotations of securities prices in common use, so long as Grantee Seller is not a member of any "control group" (or within the meaning of the rules and regulations of the United States Securities and Exchange Commission) of any of Grantee’s controlled Affiliatessuch issuer, if applicable) does not have any active participation in the management or other business of such corporation or entity or (ii) any offer by Seller to employ a person in the Prohibited Business (except as set forth in this Section); or (iii) Seller from being employed acquired by a person engaged in any business in competition with the Prohibited Business of the Company. The parties agree that Buyer may sell, assign or otherwise providing services transfer this covenant not to compete, in whole or in part, to any corporation person, corporation, firm or entityentity that may hereafter own the Company Shares or succeeds to the business. The parties further agree that the geographic scope of this covenant not to compete shall extend to any city, a division county or subsidiary other political subdivision of any country in the Territory, each of which is engaged deemed to be separately named herein. Recognizing the specialized nature of the business transferred to Buyer and the scope of competition, the Company and Seller each acknowledge the geographic scope of this covenant not to compete to be reasonable. The parties intend that the covenant contained in Restricted Businesses this Section shall be construed as a series of separate covenants, one for each city, county or political subdivision of each country in the Territory, each of which is deemed to be separately named herein, each for a series of one-year periods within the Period. Except for geographic coverage and periods of effectiveness, each such separate covenant shall be identical in terms. If in any judicial proceeding a court shall refuse to enforce any of the separate covenants deemed included in this Section, then such unenforceable covenant shall be deemed eliminated for the purpose of that proceeding to the extent necessary to permit the remaining separate covenants to be enforced. In the event a court of competent jurisdiction determines that the provisions of this covenant not to compete are excessively broad as to duration, geographic scope or activity, it is expressly agreed that this covenant not to compete shall be construed so long as Grantee isthat the remaining provisions shall not be affected, but shall remain in full force and effect, and any such over broad provisions shall be deemed, without further action on the part of any person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction.

Non-Competition. Grantee acknowledges and The Executive agrees that (a) at all times while Grantee is employed with the Company GroupExecutive will not, Grantee shall pursue all appropriate business opportunities of during the Company Group exclusively through the Company Group and (b) the Company Group would be irreparably damaged if Grantee (or"Restrictive Period", 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 applicableengage in, 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 first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall not (and, as applicable, shall cause each of his controlled Affiliates not to) otherwise directly or indirectly through another Person own any interest inbe employed by, manageor act as a consultant or lender to, control, participate in (whether as an officer, or be a director, managerofficer, employee, partnerowner, equity holderco-venturer, membermember or partner of, agent, advisor, individual independent contractor, consultant, representative or otherwiseuse or expressly permit the Executive's name to be used by (collectively an "Engagement With"), consult withany business, represententity or organization which has a primary line of business (i.e. representing more than 4.9% of its revenue) involving the sale at retail, render services forwhether from store locations, and/or by or in any other manner engage from direct mail, catalogues and/or websites, of party goods and/or supplies anywhere in the Restricted Business in any geographic area where the Company Group conducts itUnited States (a "Competing Entity"); provided, however, that nothing herein shall prohibit Grantee and any in each case the provisions of his controlled Affiliates, as applicable from (ithis Section 8(a) being a passive owner of will not be deemed breached merely because the Executive owns not more than two five percent (25.0%) of the outstanding common stock of any class 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 corporation 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 is publicly traded so long the Executive provides services, or the subsidiary, division or other entity by which the Executive has an Engagement With (as Grantee the case may be), (or any of Grantee’s controlled Affiliates, if applicable1) does not have itself compete with the Company, and (2) the Executive does not provide any active participation in the management services, advice, assistance and/or guidance to any business segment or department, subsidiary, division, or other business entity of such corporation or entity or the Competing Entity which competes with the Company. As used in this Section the "Restrictive Period" shall be (i) the period the Executive is employed by the Company and (ii) being the period of one (1) year after the Executive ceases to be employed by or otherwise providing services the Company for any reason, or, in the case of the Executive's Engagement With any Competing Entity that operates retail stores which are located in any states where the Company has retail stores on the date of the Executive's cessation of employment, the period of eighteen (18) months period after the Executive ceases to be employed by the Company for any corporation or entity, a division or subsidiary of which is engaged in Restricted Businesses so long as Grantee isreason.

Non-Competition. Grantee Xxxxxx acknowledges that upon and after any termination of this Lease, 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 Lessor and any such Purchaser. To induce Lessor to enter into this Lease, Xxxxxx agrees that that, from and after the date hereof and thereafter until (a) at all times while Grantee is employed with in the Company Group, Grantee shall pursue all appropriate business opportunities case of the Company Group exclusively through expiration of the Company Group Initial Term or a termination of this Lease, the fifth (5th) anniversary of the termination hereof or of the expiration of the Initial Term, as applicable, and (b) in the Company Group would be irreparably damaged if Grantee (or, if applicable, case of an expiration of any of Grantee’s controlled Affiliates) were to provide services to any Person the Extended Terms, the second (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 (1st2nd) anniversary of the date on which Grantee expiration of the applicable Extended Term, no member of the Leasing Group nor any Person holding or controlling, directly or indirectly, any interest in any member of the Leasing Group (collectively, the "Limited Parties") shall be involved in any capacity in or lend any of their names to or engage in any capacity in any assisted living facility, center, unit or program (or in any Person engaged in any such activity or any Grantee’s Affiliates cease related activity competitive therewith) other than (a) those set forth on Schedule 11.5.4 annexed hereto, (b) those activities in which a Meditrust/Emeritus Transaction Affiliate is permitted to be direct or indirect members of EOC Parent or, if earlier, engage by the first (1st) anniversary provisions of the date on Meditrust/Emeritus Transaction Documents which Grantee’s employment relate to any such facility, center, unit or services with program and (c) the Company Group terminates 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 58 benefit of this clause (c) only if at the time such acquisition occurs Lessee has already (x) exercised in that twelve month period its right under Section 1.3 hereof to extend the Term for another Extended Term or (y) given a Purchase Option Notice and has waived any reasonright to rescind the same based upon the determination of the Fair Market Value of the Leased Property), Grantee whether such competitive activity shall not (and, as applicable, shall cause each of his controlled Affiliates not to) directly or indirectly through another Person own any interest in, manage, control, participate in (whether be as an officer, director, managerowner, employee, partner, equity holder, member, agent, advisor, individual independent contractor, consultantdeveloper, representative lender, sponsor, venture capitalist, administrator, manager, investor, partner, joint venturer, consultant or otherwise), consult with, represent, render services for, or other participant in any other manner engage in capacity whatsoever with respect to an assisted living facility, center, unit or program located within a five (5) mile radius of the Restricted Business in any geographic Leased Property. Xxxxxx hereby acknowledges and agrees that none of the time span, scope or area where covered by the Company Group conducts it; providedforegoing restrictive covenants is or are unreasonable and that it is the specific intent of Lessee that each and all of the restrictive covenants set forth hereinabove shall be valid and enforceable as specifically set forth herein. Xxxxxx further agrees that these restrictions are special, that nothing herein shall prohibit Grantee unique, extraordinary and reasonably necessary for the protection of Lessor and any Purchaser and that the violation of his controlled Affiliates, as applicable from (i) being a passive owner of not more than two percent (2%) any such covenant by any of the outstanding stock of Limited Parties would cause irreparable damage to Lessor and any class of Purchaser for which a corporation or entity which is publicly traded so long as Grantee (or any of Grantee’s controlled Affiliates, if applicable) does legal remedy alone would not have any active participation in the management or other business of be sufficient to fully protect 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 Restricted Businesses so long as Grantee isparties.

Non-Competition. Grantee acknowledges During the Employment Period and agrees that after termination of this Agreement by Executive under Section 6.1(a), or the Company under Section 5 or 6.1(b), the Company may restrict the Executive's subsequent involvement in the Restricted Business Activities, as defined below, for the period ending one (1) year after the date of termination of this Agreement (the "Non-compete Period"). As used in this Agreement, the term "Restricted Business Activities" shall mean the marketing and sale of ladies' and men's consumer soft lines to retail stores, which the Company sold and marketed during Executive's employment with the Company. During the Non-compete Period, Executive shall not, without the written approval of the Company, directly or indirectly, either as an individual, partner, joint venturer, employee or agent for any person, company, corporation or association, or as an officer, director or stockholder of a corporation or otherwise, enter into or engage in or have a proprietary interest in the Restricted Business Activities other than the ownership of (a) at all times while Grantee is employed with the Company Group, Grantee shall pursue all appropriate business opportunities stock of the Company Group exclusively through the Company Group then held by Executive, 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 first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall not (and, as applicable, shall 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, 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 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 (i) being a passive owner of not no more than two five percent (25%) of the outstanding stock securities of any class other publicly-held company. The Non-compete period may be extended for up to an additional two (2) years, at the option of the Company, provided that the Company continues to make the monthly payments and provides the benefits required under Section 6.2 hereof, for such additional period. The Executive recognizes and agrees that because a corporation violation by him of his obligations under this Section 8 will cause irreparable harm to the Company that would be difficult to quantify and for which money damages would be inadequate, the Company shall have the right to injunctive relief to prevent or entity restrain any such violation, without the necessity of posting a bond. Executive expressly agrees that the character, duration and scope of this covenant not to compete are reasonable in light of the circumstances as they exist at the date upon which this Agreement has been executed. However, should a determination nonetheless be made by a court of competent jurisdiction at a later date that the character, duration or geographical scope of this covenant not to compete is publicly traded so long unreasonable in light of the circumstances as Grantee (or any they then exist, then it is the intention of Grantee’s controlled Affiliates, if applicable) does both Executive and the Company that this covenant not have any active participation to compete shall be construed by the court in such a manner as to impose only those restrictions on the management or other business conduct of such corporation or entity or (ii) being employed by or otherwise providing services Executive which are reasonable in light of the circumstances as they then exist and necessary to any corporation or entity, a division or subsidiary assure the Company of which is engaged in Restricted Businesses so long as Grantee isthe intended benefit of this covenant to compete.

Non-Competition. Grantee Executive acknowledges that: (i) Grom Group operates a social media network designed for children, non-adults and agrees that families, and the principal business activity of (aA) at all times while Grantee Curiosity Ink is employed producing animated and/or other feature films, television series and physical books for a children, non-adults and families, including by creating original content revitalizing pre-existing intellectual existing properties and (B) Top Draw is the production of animation for films, televisions series and other media (each described in this clause (b)(i), a "Restricted Business"); (ii) during his employment or association with the Company GroupCompany, Grantee shall pursue all appropriate business opportunities of the Company Curiosity Ink, Top Draw and/or Grom Group exclusively through the Company Group he has or will become familiar with proprietary information, work product, trade secrets and other Confidential Information relating to a Restricted Business; and (biii) the Company Group would his services have been and will be irreparably damaged if Grantee (orof special, if applicable, any of Grantee’s controlled Affiliates) were unique and extraordinary value 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 Grom Group. Therefore, Grantee Executive therefore agrees that during the Employment Period and for a period commencing on of one (1) year thereafter (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"Non-Compete Period"), if earlier, the first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall Executive will not (and, as applicable, shall cause each of his controlled Affiliates not to) directly or indirectly through another Person own any interest inown, manage, control, participate in (whether as an officer, director, manager, employee, partner, equity holder, member, agent, advisor, individual independent contractor, consultant, representative or otherwise)in, consult with, represent, render services for, or in any other manner engage in any business which competes either directly or indirectly with Curiosity Inc., Top Draw or Grom Group in the Restricted Business in any geographic area where market in which any Grom Group member is then operating, or is or was considering operating at any given point in time during the Employment Period. Nothing in this Section 8(b) will be deemed to prohibit the Executive from having an equity interest in the Company Group conducts it; provided, that nothing herein shall prohibit Grantee and any of his controlled Affiliates, as applicable from (i) or Curiosity Inc. or being a passive owner of not more less than two percent (2%) of the outstanding stock of any class of an entity in a corporation or entity competing business as described above which is publicly traded traded, so long as Grantee (Executive has no direct or any of Grantee’s controlled Affiliates, if applicable) does not have any active indirect participation in such entity. Notwithstanding the management or other business foregoing, Executive shall not be subject to the foregoing covenants regarding Restricted Business post-Termination Date in the event that the Executive’s employment hereunder is terminated: (i) for any reason during the first three (3) months of such corporation or entity the Initial Term or (ii) being employed by or otherwise providing services to any corporation or entity, a division or subsidiary for cause during the first six (6) months of which is engaged in Restricted Businesses so long as Grantee isthe Initial Term.

Non-Competition. Grantee ESG SpinCo acknowledges and agrees agrees, on its and its controlled Affiliates’ behalf, that KLX and its Affiliates (a) at all times while Grantee is employed with including following the Company Group, Grantee shall pursue all appropriate business opportunities consummation of the Company Group exclusively through transactions contemplated by the Company Group ASG Merger Agreement, ASG Buyer and (bits Affiliates) the Company Group would be irreparably damaged if Grantee (or, if applicable, ESG SpinCo or any of Grantee’s its controlled Affiliates) Affiliates were to provide services or to any Person otherwise participate in the ownership, management, operation or control of a business that engages in the sale of aerospace fasteners and other consumables directly to suppliers to the commercial, business jet, military and defense airframe manufacturers, the airframe manufacturers, the airlines, aircraft leasing companies, MRO providers, domestic military depots, general aviation, and other distributors anywhere in the world (including Grantee) engaged in a the Restricted Business (as defined belowBusiness) and that any such competition or activity by Grantee (or, if applicable, ESG SpinCo or any of Grantee’s its controlled Affiliates) Affiliates would result in a significant loss of goodwill by KLX and its Affiliates in respect of the Company GroupRestricted Business. ThereforeEffective as of, Grantee and contingent upon, the Effective Time, ESG SpinCo agrees that during until the period commencing on the Effective Date and ending on the first fifth (1st5th) anniversary of the date on which Grantee or any Grantee’s Affiliates cease to be direct or indirect members of EOC Parent orDistribution Date, if earlierit will not, the first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall not (and, as applicable, shall and will cause each of his its controlled Affiliates not to) , directly or indirectly indirectly, through another Person own any interest inone or more Representatives or other third parties, own, manage, controloperate, control or participate in the ownership, management, operation or control of a Restricted Business anywhere in the world (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 it is understood and agreed that for this purpose the Restricted Business shall be deemed to be conducted everywhere in any geographic area where the Company Group conducts itworld); provided, however, that nothing herein it shall prohibit Grantee and any not be a violation of his controlled Affiliates, as applicable from this Section 3.09 for ESG SpinCo or its Affiliates to (i) being own (directly or indirectly), as a passive owner investment, any class of not more securities that are publicly traded or listed on any securities exchange or automated quotation system and that constitutes less than two percent (2%) of the outstanding stock voting power 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 or issuing Person; (ii) being employed permit their Representatives to perform speaking engagements and receive honoraria in connection with such speaking engagements; or (iii) engage or participate in any activity consented to in advance in writing by or otherwise providing services ASG Buyer where ASG Buyer acknowledges in such writing that such activity would be a violation of this Section 3.09 and expressly waives compliance with this Section 3.09. ESG SpinCo agrees, on its and its controlled Affiliates’ behalf, that this covenant is reasonably designed to any corporation or entityprotect KLX’s substantial investment and is reasonable with respect to its duration, a division or subsidiary of which is engaged in Restricted Businesses so long as Grantee isgeographical area and scope.

Non-Competition. Grantee acknowledges In consideration of the Company’s promise to disclose, and disclosure of, its Confidential Information and other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that (a) at all times while Grantee from the date hereof and until the date that is employed with 18 months following Executive’s date of termination of employment from the Company Group, Grantee shall pursue all appropriate business opportunities of the Company Group exclusively through the Company Group and (b) the Company Group would be irreparably damaged if Grantee (or, if applicable, or 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 its subsidiaries or any Grantee’s Affiliates cease to be direct or indirect members of EOC Parent or, if earlier, the first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates affiliates for any reason, Grantee including the expiration of the Term (the “Restricted Period”), Executive shall not 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 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 applicable, of the Effective Date or at any time thereafter; and (ii) Executive shall cause each of his controlled Affiliates not to) be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly through another Person own any interest in, manage, control, participate in (whether involved as an owner, principal, employee, officer, director, managerindependent contractor, employeerepresentative, stockholder, financial backer, agent, partner, equity holder, member, agent, advisor, individual independent contractor, consultant, representative or otherwise), consult with, represent, render services forlender, or in any other manner engage individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding the Restricted Business in any geographic area where the Company Group conducts it; providedforegoing, that nothing herein shall prohibit Grantee and any of his controlled Affiliates, as applicable from (i) being a passive owner of not more Executive may make and retain investments during the Restricted Period, for investment purposes only, in less than two percent (2%) 5% of the outstanding capital stock of any class 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 which 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 publicly traded so long as Grantee (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 change in scope of the business of the Company or any of Granteeits 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 controlled Affiliatesactivity 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 applicablepersonal services), liquidation or unwinding (if investment-related) does not have or eliminating any active participation activity or involvement with such entity engaged in the management or other business of Competitive Activity, in all cases on such corporation or entity or (ii) being employed by or otherwise providing services terms as are reasonably acceptable to any corporation or entity, a division or subsidiary of which is engaged in Restricted Businesses so long as Grantee isthe Company.

Non-Competition. Grantee From and after the date hereof, and recognizing that this is an agreement with respect to the sale of a "trade or -92- business" and that the Acquisitive Parties have advised the Sellers that, absent the full breadth of this Section 5.6, that the Acquisitive Parties are not willing to execute this Agreement, and for the next succeeding five (5) years (the "Restricted Period") neither the Company, nor any other Seller, nor any Subsidiary or Affiliate of any thereof, shall, directly or indirectly, or in whole or in part, (i) within the Territory engage in any business, involving, in whole or in part, the provision of automotive and flat glass to business and individual consumers including contract glazing, flat glass fabrication and distribution, automobile glass distribution, retail installation of flat glass and automobile glass, glass tabletop manufacturing, tempering, insulation and glass manufacturing, custom laminating and/or mirror manufacturing or any other activity which is, in whole or in part, competitive with the business of the Company as conducted at any time during the one (1) year period immediately preceding the date hereof (the "Current Businesses") (excluding the business of the distribution of "hard goods" designed for maintenance and repair applications, which "hard goods" shall not include, for any and all purposes hereof, the Current Businesses) or (ii) obtain any equity or ownership or possessory interest in any Person engaged in such activity in any capacity including as a partner, shareholder, principal, agent, representative, supplier, trustee, employee or consultant. In addition, for the three (3) year period following the date hereof, no Seller, nor any Subsidiary or Affiliate thereof, shall, directly or indirectly, solicit any employee of the Acquisitive Parties or encourage, in any way, any such employee to leave such employment while such employee is employed by either Acquisitive Party, except by means of advertisements in the media or by means of general solicitation not directed specifically at the employees of either Acquisitive Party. The parties hereto acknowledge that any breach or threatened breach of any of the covenants contained in this Section 5.6 would cause irreparable harm to the Acquisitive Parties and that money damages would not, alone, provide an adequate remedy to the Acquisitive Parties. The Acquisitive Parties shall have all 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 the right to have such covenants enforced by any court of competent jurisdiction, including 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, which requirements are hereby expressly waived by the Sellers, and the right to require any violating party to pay to the Acquisitive Parties any and all legal fees, costs or expenses incurred by said Acquisitive Party in connection with the enforcement of this Section 5.6 and account for, and pay over to the Acquisitive Parties, the product of (A) two (2) and (B) all benefits derived or received by such violating party, or any of its Subsidiaries or Affiliates, as a result of any breach of such covenant. No violating party, or any Subsidiary or Affiliate thereof, 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 parties hereto acknowledges and agrees that (a) at the covenants set forth in this Section 5.6 are reasonable in duration and scope and in all times while Grantee is employed with other respects. If any court determines that any of such covenants, or any part thereof, are invalid or unenforceable, the Company Groupremaining covenants shall not be affected and they shall be given full effect, Grantee shall pursue all appropriate business opportunities without regard to the invalid portions. If any court determines that all, or any part of, the covenants herein are unenforceable, because of the Company Group exclusively through duration or scope of such provision, such court is requested to reduce the Company Group duration or scope of such provision, as the case may be, so that, in its reduced form, such provision shall then be enforceable. The parties hereto intend to and do hereby confer jurisdiction to enforce the covenants contained herein upon the courts of any jurisdiction within the United States or within any jurisdiction within the Territory. If the courts of any one (b) 1), or more, of such jurisdictions hold such covenants unenforceable by reason of the Company Group would be irreparably damaged if Grantee (orbreadth of their scope, if applicableor otherwise, any it is the intention of Grantee’s controlled Affiliates) were to provide services to any Person (including Grantee) engaged in a Restricted Business (as defined below) and the parties 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 first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall determination not (and, as applicable, shall 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, manager, employee, partner, equity holder, member, agent, advisor, individual independent contractor, consultant, representative or otherwise), consult with, represent, render services forpreclude, or in any other manner engage way effect, the right of the Acquisitive Parties to the relief provided above in the Restricted Business courts of any other jurisdiction as to breaches of such covenant in any geographic area where such other respective jurisdictions, such covenants as they relate to each jurisdiction being, for this purpose, severable and independent covenants. Notwithstanding the Company Group conducts it; providedforegoing, that nothing contained herein shall prohibit Grantee and prevent any of his controlled Affiliates, as applicable party from (i) being a passive owner of not more owning less than two percent (2%) 1% of the issued and outstanding capital stock of any class of a corporation or entity which is publicly traded so long as Grantee (whose shares are listed for trading on The New York Stock Exchange, the American Stock Exchange, the NASDAQ National Market 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 or (ii) being employed by or otherwise providing services to any corporation or entity, a division or subsidiary of which is engaged in Restricted Businesses so long as Grantee issimilar national securities exchange.

Non-Competition. Grantee Seller acknowledges and agrees that (a) at all times while Grantee Seller's reputation and goodwill is employed an integral part of the success of the UCBSG Business. If Seller deprives Purchaser of the UCBSG Business' goodwill or in any manner utilizes the UCBSG Business' reputation and goodwill in competition with Purchaser, Purchaser will be deprived of the benefits it has paid for pursuant to this Agreement. Purchaser acknowledges and agrees that Seller shall continue to use Seller's reputation and goodwill in connection with the Company Groupoperation of Seller's other businesses, Grantee shall pursue all appropriate business opportunities of the 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 (oruse shall not constitute a breach of this Section. Accordingly, if applicableas an inducement for Purchaser to enter into this Agreement, any each of Grantee’s controlled Seller and its Affiliates) would result in a significant loss of goodwill by the , including without limitation Nationwide Corporation, Nationwide Mutual Insurance Company Group. Thereforeand Nationwide Mutual Fire Insurance Company, Grantee agrees that during for a period ending two (2) years after the period commencing on Closing Date (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"Restricted Period"), if earlierit shall not, the first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall not (and, as applicable, shall cause each of his controlled Affiliates not to) directly or indirectly through another Person own any interest inindirectly, anywhere in the United States, own, manage, controloperate, control or participate in (whether the ownership, management, operation or control of, or be connected as an officer, director, manager, employee, a partner, equity holder, member, agent, advisor, individual independent contractor, consultant, representative consultant or otherwise), consult lender with, representany profit or non-profit company or organization that, render services fordirectly competes with the UCBSG Business as such business exists immediately prior to the Closing provided, however, that the running of such time period shall be tolled during any period of time in which any of Seller or its Affiliates violates this paragraph, and, provided further, that the foregoing shall not prohibit Seller or its Affiliates from acquiring, and subsequently owning and operating any company that would otherwise be prohibited hereby that may conduct unemployment compensation business, as long as unemployment compensation business as described above is not the predominant business of the acquired company. In the event the agreement in this Section 12(d) shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other manner engage respect, it shall be interpreted to extend only over the maximum period of time for which it may be enforceable and/or over the maximum geographical area as to which it may be enforceable and/or to the maximum extent in the Restricted Business all other respects as to which it may be enforceable, all as determined by such court 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 (i) being a passive owner of not more than two percent (2%) of the 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 or (ii) being employed by or otherwise providing services to any corporation or entity, a division or subsidiary of which is engaged in Restricted Businesses so long as Grantee isaction.

Non-Competition. Grantee The Executive acknowledges and agrees that (a) at all times while Grantee there is employed with a worldwide market for the Company Group, Grantee shall pursue all appropriate business opportunities products of the Company Group exclusively through and its Subsidiaries, that the Company Group and (b) its Subsidiaries engage in one or more facets of their respective businesses throughout the world, and that the Company Group would be irreparably damaged if Grantee (orand its Subsidiaries compete with other Persons in the business of the Company and its Subsidiaries located in jurisdictions throughout the world, if applicableincluding, without limitation, the territorial United States. During the Employment Period and for a period of 12 months thereafter, the Executive agrees that he will not, directly or indirectly, engage in or have any of Grantee’s controlled Affiliates) were to provide services to interest in any sole proprietorship, partnership, corporation, limited liability company or business or any other 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 other than the Company Group. Thereforeand its Subsidiaries, 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 first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall not (and, as applicable, shall 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 employee, officer, director, manager, employee, partner, equity holder, member, agent, advisorsecurity holder, individual independent contractor, consultant, representative consultant or otherwise), consult with, represent, render services for, that directly or indirectly is engaged in any other manner engage business in which the Company or any of its Subsidiaries is then engaged, in the Restricted Business in any geographic area where the Company Group conducts itterritorial United States; providedPROVIDED, HOWEVER, that (A) the provisions of this Section 7(a) shall not apply in the event that the Employment Period is terminated by reason of the expiration of this Agreement on the third anniversary hereof or any extension date agreed to by the Executive and the Company, and (B) nothing herein shall prohibit Grantee be deemed to prevent the Executive from acquiring through market purchases and any of his controlled Affiliatesowning, solely as applicable from (i) being a passive owner of not more an investment, less than two one percent (2%) in the aggregate of the outstanding stock equity securities of any class of a corporation any issuer whose shares are registered under Section 12(b) or entity which is publicly traded 12(g) of the Securities Exchange Act, and are listed or admitted for trading on any United States national securities exchange or are quoted on the National Association of Securities Dealers Automated Quotations System, or any similar system of automated dissemination of quotations of securities prices in common use, so long as Grantee he is not a member of any "control group" (or any within the meaning of Grantee’s controlled Affiliates, if applicable) does not have any active participation in the management or other business rules and regulations 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 Restricted Businesses so long as Grantee isthe United States Securities and Exchange Commission).

Non-Competition. Grantee acknowledges and agrees that (a) at all times while Grantee is employed with the Company Group, Grantee shall pursue all appropriate business opportunities For a period of the Company Group exclusively through the Company Group and five (b5) 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 years commencing on the Effective Date Closing Date, Seller and ending on the first Cytori Japan shall not, and shall not permit any of their Affiliates, successors or assigns to (1st) anniversary of the date on which Grantee Seller, Cytori Japan, or any Grantee’s their Affiliates cease to be direct or indirect members of EOC Parent or, if earlierand their successors and assigns, the first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason“Seller Restricted Parties”), Grantee shall not (and, as applicable, shall cause each of his controlled Affiliates not to) directly or indirectly (including through another Person own any interest inone or more intermediaries) (i) own, manage, operate, control, be employed by or participate in the ownership, management, operation or control of, or otherwise engage in or assist others in engaging in any business competitive with the Business in the Territory (whether the “Seller Restricted Business”); (ii) take any action that would or would reasonably be expected to assist any third party to compete with the 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 an officerinvestment, director, manager, employee, partner, equity holder, member, agent, advisor, individual independent contractor, consultant, representative or otherwise), consult with, represent, render services for, or in securities of any other manner engage company in the Seller Restricted Business in traded on any geographic area where the Company Group conducts it; providednational securities exchange if Seller, that nothing herein shall prohibit Grantee Cytori Japan, and any their Affiliates do not control, and are not members of his controlled Affiliatesa group which controls, as applicable from (i) being a passive owner of not such company and do not, directly or indirectly, own 5% or more than two percent (2%) of the outstanding stock of any class of a corporation 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 which is publicly traded so long 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 Grantee (currently conducted by Cytori Japan; provided Seller, Cytori Japan, or any successors or assigns of Grantee’s controlled Affiliatesthe Cytori Japan business or assets may not manufacture, if applicable) does not have market, or sell products or otherwise conduct any active participation part of the Business in the 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 Restricted Businesses so long as Grantee isTerritory.

Non-Competition. Grantee acknowledges In consideration of this Agreement, and for other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment hereunder and for a period of twelve (12)_ months thereafter (the “Restricted Period”), 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 (athe “Company Products or Services”) at all times while Grantee is employed with the Company Group, Grantee shall pursue all appropriate that any business opportunities of the 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) is engaged in a Restricted Business (providing 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 hereof or at any time during the Term, provided such business or endeavor is in the United States, or in any foreign jurisdiction in which Grantee the Company provides, or any Grantee’s Affiliates cease to be direct or indirect members of EOC Parent or, if earlierhas provided during the Term, the first relevant Company Products or Services, and (1stii) anniversary of the date on which Grantee’s employment or services Executive shall be considered to have become “associated with the Company Group terminates for any reason, Grantee shall not (and, as applicable, shall cause each of his controlled Affiliates not to) a Competitive Activity” if Executive becomes directly or indirectly through another Person own any interest in, manage, control, participate in (whether involved as an owner, principal, employee, officer, director, managerindependent contractor, employeerepresentative, stockholder, financial backer, agent, partner, equity holder, member, agent, advisor, individual independent contractorlender, consultant, representative or otherwise), consult with, represent, render services for, consultant or in any other manner engage individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b), Executive may make and retain investments during the Restricted Business in any geographic area where the Company Group conducts it; providedPeriod, that nothing herein shall prohibit Grantee and any of his controlled Affiliatesfor investment purposes only, as applicable from (i) being a passive owner of not more than two up to five percent (25%) of the outstanding capital stock of any class of publicly-traded corporation engaged in a corporation or entity which is publicly traded so long as Grantee (or any of Grantee’s controlled Affiliates, Competitive Activity if applicable) does not have any active participation in the management or other business stock of such corporation is either listed on a national stock exchange or entity on the NASDAQ National Market System if Executive is not otherwise affiliated with such corporation. If Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive for Good Reason, then Executive shall only be subject to the restrictions contained in this Section 2(b) during the Restricted Period to the extent reasonably necessary to protect the Company from unfair competition resulting from any potential misuse of its Confidential Information by the Executive (ii) being employed as determined by or otherwise providing services the Company in good faith), and provided the Company continues to any corporation or entity, a division or subsidiary of which is engaged in pay Executive his base salary during such Restricted Businesses so long as Grantee isPeriod.

Non-Competition. Grantee Except as set forth in Schedule 8.5(a) and specifically limited by descriptions therein, each Seller agrees and acknowledges and agrees that (a) at all times while Grantee he, she, or it is employed familiar with the Company Group, Grantee shall pursue all appropriate business opportunities trade secrets and other information of a confidential or proprietary nature of the Company Group exclusively through the Company Group Acquired Companies, their respective businesses, and (b) the Company Group their respective business relations Each Seller also agrees and acknowledges that Purchaser and its Affiliates would be irreparably damaged if Grantee (or, if applicable, any of Grantee’s controlled Affiliates) such Seller were to provide services or to otherwise participate in the operations or business of any other Person (including Grantee) engaged competing with the businesses of the Acquired Companies in a Restricted Business (as defined below) similar business and that any such competition by Grantee (or, if applicable, any of Grantee’s controlled Affiliates) would result in a significant loss of goodwill by Purchaser in respect of such businesses. Each Seller further agrees and acknowledges that (i) the Company Groupcovenants and agreements set forth in this Section 8.5 were a material inducement to Purchaser to enter into this Agreement and to perform its obligations hereunder, and that Purchaser and its Affiliates would not obtain the benefit of the bargain set forth in this Agreement as specifically negotiated by the parties hereto if such Seller breached any of the provisions of this Section 8.5; and (ii) in order to assure Purchaser that the Acquired Companies’ businesses and the Acquired Securities will retain their value, it is necessary that each Seller undertake not to utilize his, her, or its special knowledge of the business of the Acquired Companies and such Seller’s relationship with clients or customers to compete with Purchaser for the Restricted Period (as referred to in Section 8.5(b)). Therefore, Grantee 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 during from and after the period commencing on the Effective Closing Date and ending on continuing for two (2) years from the first Closing Date (1st) anniversary of the date on which Grantee “Restricted Period”), he, she, or any Grantee’s Affiliates cease to be direct or indirect members of EOC Parent orit shall not, if earlier, the first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall not (and, as applicable, and shall cause each of his controlled his, her or its Affiliates not to) , directly or indirectly indirectly, either for himself, herself, or itself or through another Person own any interest inother 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 (whether any manner in, act as an officer, director, manager, employee, partner, equity holder, member, agent, advisor, individual independent contractor, consultant, representative a consultant or otherwise), consult with, representadvisor to, render services forfor (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 other manner 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 in any geographic area where the Company Group conducts it; provided, that nothing Business”). Nothing contained herein shall prohibit Grantee 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 any of his controlled Affiliates, as applicable from (i) being a passive owner of such party does not own more than two five percent (25%) of the 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 equity of such corporation or entity Person or (iiB) being employed by or otherwise providing services to from having an Investment in any corporation or entity, a division or subsidiary of which is engaged in Restricted Businesses so long as Grantee isPerson set forth on Schedule 8.5(a).

Non-Competition. Grantee acknowledges Executive covenants and agrees that (a) at all times while Grantee is employed with the Company Group, Grantee shall pursue all appropriate business opportunities of the 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 Consolidation and ending on the first (1st) six month anniversary of the date on which Grantee or any Grantee’s Affiliates cease to be direct or indirect members of EOC Parent orTermination Date (the “Restricted Period”), if earlierExecutive shall not, the first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall not (and, as applicable, shall cause each of his controlled Affiliates not to) directly or indirectly (individually, or through or on behalf of another Person own any interest inentity as owner, managepartner, control, participate in (whether as an officer, director, manageragent, 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 Restricted Business capacity), engage, participate or assist, as an owner, partner, employee, consultant, director, officer, trustee or agent in any geographic area where element of the Business (as defined below) (other than in connection with Executive’s services to, and ownership interests in, the Company Group conducts itGroup); provided, that nothing herein however, the foregoing restrictions shall not prohibit Grantee and any of his controlled Affiliates, as applicable Executive from (ix) being a passive owner of engaging in any activities permitted under Section 3(c), (y) acquiring as an investment securities representing not more than two one percent (21%) of the outstanding stock voting securities of any class publicly held corporation engaged in the Business or from indirectly acquiring securities of any company engaged in the Business as a corporation result of being a passive investor in any mutual fund, hedge fund, private equity fund, or entity which is publicly traded similar pooled account so long as Grantee 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 of Grantee’s controlled Affiliatesentity that engages in the Business so long as Executive and such subsidiary, if applicable) division or unit does not have any active participation engage in the management 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 activity that represents a significant portion of the business activity of the Company (measured as at least ten percent (10%) of the Company’s revenues on a trailing 12-month basis); provided, however, that (i) if Executive is directly or indirectly engaged in any business activity before the Company engages in such corporation or entity or business activity, Executive and the Company shall negotiate in good faith to resolve such conflict prior to the Company treating such conflict as a violation of this Section 6(c) and (ii) being employed by or otherwise providing services Executive shall not be permitted to commence any corporation or entity, a division or subsidiary of which is new business activity if the Company previously engaged in Restricted Businesses so long as Grantee issuch activity regardless of whether the revenues from such activity exceeds the ten percent (10%) threshold.

Non-Competition. Grantee The Lessee acknowledges that upon and agrees that (a) at all times while Grantee is employed with the Company Groupafter any termination of this Lease, Grantee shall pursue all appropriate business opportunities any competition by any member of the Company Leasing Group exclusively through with any subsequent owner or subsequent lessee of the Company Group Leased Property (the "Purchaser") would cause irreparable harm to the Lessor and any such Purchaser. To induce the Lessor to enter into this Lease, the Lessee agrees that, from and after the end of the seventh (b7th) Lease Year and thereafter until the later of (A) the Company Group would be irreparably damaged if Grantee expiration of this Lease or (or, if applicable, any of Grantee’s controlled AffiliatesB) were to provide services to any Person the fifth (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 (1st5th) anniversary of the date termination of this Lease on account of a Lease Default, without the prior written consent of the Lessor (which Grantee consent shall not be unreasonably withheld or delayed), no member of the Leasing Group nor any Subsidiary of any member of the Leasing Group (collectively, the "Limited Parties") shall be involved in any capacity in or lend any of their names to or engage in any capacity in any assisted living facility (or other facility operated for any 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 Grantee’s Affiliates cease to be direct or indirect members related activity competitive therewith), excluding however any of EOC Parent or, if earlierthe facilities described on Schedule 11.5 attached hereto (collectively, the first "Excluded Facilities"), whether such competitive activity (1stthe "Competitive Activity") anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall not (and, as applicable, shall cause each of his controlled Affiliates not to) directly or indirectly through another Person own any interest in, manage, control, participate in (whether be as an officer, director, managerowner, employee, partner, equity holder, member, agent, advisor, individual independent contractor, consultantdeveloper, representative lender, sponsor, venture capitalist, administrator, manager, investor, partner, joint venturer, consultant or otherwiseother participant in any capacity whatsoever with respect to an assisted living facility (or other facility operated for any use included within the definition of Primary Intended Use), consult withcenter, representunit or program located within a * (*) mile radius of the Leased Property. The Lessee hereby acknowledges and agrees that none of the time span, render services forscope or area covered by the foregoing restrictive covenants is or are unreasonable and that it is the specific intent of the Lessee that each and all of the restrictive covenants set forth hereinabove shall be valid and enforceable as specifically set forth herein. The Lessee further agrees that these restrictions are special, or in any other manner engage in unique, extraordinary and reasonably necessary for the Restricted Business in any geographic area where protection of the Company Group conducts it; provided, that nothing herein shall prohibit Grantee Lessor and any Purchaser and that the violation of his controlled Affiliates, as applicable from (i) being a passive owner of not more than two percent (2%) any such covenant by any of the outstanding stock of Limited Parties would cause irreparable damage to the Lessor and any class of Purchaser for which a corporation or entity which is publicly traded so long as Grantee (or any of Grantee’s controlled Affiliates, if applicable) does legal remedy alone would not have any active participation in be sufficient to fully protect such parties. ------------------------------- *Confidential portions omitted and filed separately with the 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 Restricted Businesses so long as Grantee isCommission.

Non-Competition. Grantee acknowledges Due to Ken’s specific knowledge of the business and proprietary and confidential information of Cxxxxxxxx Dxxxx, Xxx agrees that for a period of two (a2) at all times while Grantee is employed years beginning with the Company Groupday following his last day of employment with Cxxxxxxxx Downs (the “Non-Competition Period”), Grantee shall pursue all appropriate business opportunities of the Company Group exclusively through the Company Group and (b) the Company Group would be irreparably damaged if Grantee (orKxx will not, if applicableeither directly or indirectly, any of Grantee’s controlled Affiliates) were to provide services to in 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 first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall not (and, as applicable, shall cause each of his controlled Affiliates not to) directly or indirectly through another Person own any interest in, manage, control, participate in (whether form as an officer, director, manager, employee, partner, equity holder, member, agent, advisor, individual independent contractor, consultant, representative or otherwise), consult with, represent, render services foradvisor, or in any other manner engage 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 Restricted Business 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 geographic area where the Company Group conducts it; provided, that nothing herein shall prohibit Grantee and any of his controlled Affiliates, as applicable from (i) being a passive owner of not more than two percent (2%) of the outstanding stock of any class of a corporation or entity business activity which is publicly traded 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 Grantee (or any such hiring is not the result of Grantee’s controlled Affiliatesa violation by Kxx of the agreement not to solicit set forth herein. Kxx hereby acknowledges and agrees that the nature and extent of the restrictions upon him are reasonable in time, if applicable) does 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 legitimate interests of the Cxxxxxxxx Downs, and that such restrictions do not have any active participation in the management or other business of such corporation or entity or (ii) being employed by or otherwise providing services confer a benefit upon Cxxxxxxxx Dxxxx disproportionate to any corporation or entitydetriment to Kxx. Kxx represents, stipulates and acknowledges that his experience and capabilities are such that the provisions of this Paragraph 6 will not prevent him from earning a division or subsidiary of which is engaged in Restricted Businesses so long as Grantee islivelihood.

Non-Competition. 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 the 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 first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall not (and, as applicable, shall 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, 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 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 applicable) from (i) being a passive owner of not more than two percent (2%) of the 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 or (ii) being employed by or otherwise providing services to any corporation or entity, a division or subsidiary of which is engaged in Restricted Businesses so long as Grantee isis 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 Group by the Company without Cause or (iii) a termination of Grantee’s employment or services with the Company 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 2 of Schedule E in a manner adverse to Grantee shall be effective as to Grantee without his written consent.

Non-Competition. Grantee acknowledges and agrees that (a) at all times while Grantee is employed with In return for the Company Group, Grantee shall pursue all appropriate business opportunities performance of the Company Group exclusively through the Company Group and (b) the Company Group would be irreparably damaged if Grantee (ormanagement duties described in Section 1 hereof, 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 orEmployment Term, if earlierExecutive shall not, the first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall not (and, as applicable, shall cause each of his controlled Affiliates not to) directly or indirectly through another Person 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, 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 Restricted Business 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 after any geographic area where applicable Section 5 termination event, 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 Company Group conducts it; providedforegoing, that nothing herein shall prohibit Grantee and any of his controlled Affiliates, as applicable Executive from (i) being owning 5% or less of any securities of a passive owner competitor engaged in the 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 more than two percent (2%) purchased by Employer under the terms of the outstanding stock of any class of 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 Exhibit A attached hereto which occupy facilities owned and/or operated by Xxxxxx Xxxxxxxx and Executive (the "Tenants") and entering into leasing transactions with such Tenants provided that such transactions do not result in such Tenants relocating from a corporation or entity which is publicly traded so long as Grantee (facility owned and/or operated by Employer, PGRT, or any of Grantee’s controlled Affiliatestheir respective subsidiaries. Executive shall be entitled to manage the building located at 000 Xxxxxxxxxx Xxx, if applicable) does Xxxxxxxxxxxx Xxxxxxxx Xxxx, Xxxxxxxxxxxx, Xxxxxxxx, prior to their acquisition by PGRT, on the business time of Employer and Employer or PGRT or any of their respective subsidiaries will not have receive any active participation in the management or other business of fees with respect to 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 Restricted Businesses so long as Grantee isproperty.

Non-Competition. Grantee acknowledges During the Employment Period and agrees that after termination of this Agreement by Executive under Section 6.1(a), or the Company under Section 5 or Section 6.1(b) of Executive's employment under Section 5, the Company may restrict the Executive's subsequent involvement in the Restricted Business Activities, as defined below, for the period ending one (1) year after the date of termination of this Agreement (the "Non-compete Period"). As used in this Agreement, the term "Restricted Business Activities" shall mean the marketing and sale of ladies' and men's consumer soft lines to retail stores, which the Company sold and marketed during Executive's employment with the Company. During the Non-compete Period, Executive shall not, without the written approval of the Company, directly or indirectly, either as an individual, partner, joint venturer, employee or agent for any person, company, corporation or association, or as an officer, director or stockholder of a corporation or otherwise, enter into or engage in or have a proprietary interest in the Restricted Business Activities other than the ownership of (a) at all times while Grantee is employed with the Company Group, Grantee shall pursue all appropriate business opportunities stock of the Company Group exclusively through the Company Group then held by Executive, 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 first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall not (and, as applicable, shall 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, 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 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 (i) being a passive owner of not no more than two five percent (25%) of the outstanding stock securities of any class other publicly-held company. The Non-compete period may be extended for up to an additional two (2) years, at the option of the Company, provided that the Company continues to make the monthly payments and provides the benefits required under Section 6.2 hereof, for such additional period. The Executive recognizes and agrees that because a corporation violation by him of his obligations under this Section 8 will cause irreparable harm to the Company that would be difficult to quantify and for which money damages would be inadequate, the Company shall have the right to injunctive relief to prevent or entity restrain any such violation, without the necessity of posting a bond. Executive expressly agrees that the character, duration and scope of this covenant not to compete are reasonable in light of the circumstances as they exist at the date upon which this Agreement has been executed. However, should a determination nonetheless be made by a court of competent jurisdiction at a later date that the character, duration or geographical scope of this covenant not to compete is publicly traded so long unreasonable in light of the circumstances as Grantee (or any they then exist, then it is the intention of Grantee’s controlled Affiliates, if applicable) does both Executive and the Company that this covenant not have any active participation to compete shall be construed by the court in such a manner as to impose only those restrictions on the management or other business conduct of such corporation or entity or (ii) being employed by or otherwise providing services Executive which are reasonable in light of the circumstances as they then exist and necessary to any corporation or entity, a division or subsidiary assure the Company of which is engaged in Restricted Businesses so long as Grantee isthe intended benefit of this covenant to compete.

Non-Competition. 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 the 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 During the period commencing on the Effective Date of Executive's employment with LSI and ending on the first for a period of six (1st6) anniversary of the date on which Grantee or any Grantee’s Affiliates cease to be direct or indirect members of EOC Parent ormonths following Executive's employment if Executive's employment is terminated by LSI for "Cause", if earlierExecutive shall not, the first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall not (and, as applicable, shall cause each of his controlled Affiliates not to) directly or indirectly through another Person own any interest inindirectly, manage, control, participate in (whether as an officerprincipal, agent, employee, director, managerconsultant, employeestockholder, partner, equity holder, member, agent, advisor, individual independent contractor, consultant, representative or otherwise), consult with, represent, render services for, member or in any other manner engage capacity, run, own, manage, operate, control, be employed by, provide consulting services to, be an officer or director of, participate in, lend his name to, invest or have any financial or other interest in the Restricted Business or be connected in any manner with the management, ownership, operation or control of any business, venture or activity anywhere in North America and any additional geographic area territories where LSI operates that is competitive with the Company Group conducts itBusiness; provided, however, that nothing herein this provision shall not prohibit Grantee and any of his controlled AffiliatesExecutive from acquiring, solely as applicable from (i) being a passive owner investment, securities of any entity listed on a national securities exchange or regularly traded in the over-the-counter market if Executive does not more than two own, collectively, five percent (25%) of the outstanding stock or more of any class of securities of such entity. For purposes of this Agreement, the term "Cause" shall mean any of the following: (i) indictment for, conviction of, or plea of guilty or no contest by the Executive to a corporation felony, or entity which is publicly traded so long of any criminal act; (ii) the unreasonable deliberate and material failure or refusal by the Executive to perform, consistent with the terms of this Agreement, his employment duties hereunder (other than as Grantee a result of PTO, sickness, disability, illness or injury), and the failure to rectify the same within thirty (30) days after the Company shall have given notice to the Executive identifying such failure or refusal and demanding that it be rectified; (iii) the Executive's commission of any act of fraud, embezzlement, dishonesty or other willful misconduct that has caused, or would reasonably be expected to cause, material injury or economic harm to the Company; (iv) an act of gross negligence on the part of the Executive that has caused, or would reasonably be expected to cause, material injury or economic harm to the Company; (v) a deliberate or material violation of a written material Company policy; or (vi) a material breach of this Agreement (or any of Grantee’s controlled Affiliates, successor thereto or amendment thereof) which (and only if applicablethe same shall be curable) does not Executive fails to cure within thirty (30) days after the Company shall have any active participation in given notice to the management or other business of Executive identifying 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 Restricted Businesses so long as Grantee isbreach and demanding that it be cured. 5.

Non-Competition. Grantee Each Major Seller acknowledges and agrees that (a) at all times while Grantee is employed with the Company Group, Grantee shall pursue all appropriate business opportunities of Buyer would not have entered into this Agreement but for the Company Group exclusively through the Company Group agreements and covenants contained in this Section 11 and (b) the Company Group would be irreparably damaged if Grantee (or, if applicable, any agreements and covenants contained in this Section 11 are essential to protect the business and goodwill 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 Groupand the Business. ThereforeTo induce the Buyer to enter into this Agreement, Grantee each Major Seller hereby severally, and not jointly, agrees that during following the period commencing on the Effective Closing Date and ending on for a period of three (3) years thereafter (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“Restricted Period”), if earliersuch Major Seller shall not, the first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall not (and, as applicable, shall cause each of his controlled Affiliates not to) directly or indirectly through another Person own any interest inindirectly, own, manage, controloperate, join, control or participate in (whether as an officerthe ownership, directormanagement, manageroperation or control of, employee, partner, equity holder, member, agent, advisor, individual independent contractor, consultant, representative or otherwise), consult with, representbe employed or retained by, render services forto, provide financing (equity or in debt) or advice to any other manner engage business engaged in the Restricted Business business of researching, developing, distributing and/or manufacturing generic pharmaceutical products for distribution, directly or through a third party in (i) any geographic area country where the Company Group conducts itBuyer or any of its Affiliates has commenced distribution, marketing or sales of generic pharmaceutical products prior to the date that such other business has commenced distribution, marketing or sales of generic pharmaceutical products in such country or (ii) in the United States of America; provided, however, that nothing contained herein shall prohibit Grantee and (A) prevent the purchase or ownership by any Major Seller of his controlled Affiliates, as applicable from less than ten (i) being a passive owner of not more than two percent (210%) percent of the outstanding stock equity securities of any class of securities of a corporation company registered under Section 12 of the Securities and Exchange Act of 1934, as amended, or entity which is publicly traded so long as Grantee (B) restrict or prevent any Major Seller from, directly or indirectly, owning, managing, operating, joining, controlling or participating in the 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 manner 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, developing, distributing and/or manufacturing generic pharmaceutical products solely for distribution (whether directly or through a third party) (1) outside both (x) countries where the Buyer or any of Grantee’s controlled Affiliatesits Affiliates has commenced distribution, if applicablemarketing or sales of generic pharmaceutical products and (y) does not have any active participation in the management or other business United States of such corporation or entity America or (ii2) being employed by or otherwise providing services to any corporation or entity, in a division or subsidiary country other than the United States of America in which such business is engaged in Restricted Businesses so long as Grantee issuch conduct before the Buyer or any of its Affiliates has commenced distribution, marketing or sales of generic pharmaceutical products, regardless of the location of the facilities, offices, management, properties or assets of such business.

Non-Competition. Grantee acknowledges and agrees that (a) at all times while Grantee is employed with For a period of five (5) years from the Company GroupClosing Date, Grantee shall pursue all appropriate business opportunities of the 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 each Seller agrees that during the period commencing on the Effective Date it will not, 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 first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall not (and, as applicable, shall each will cause each of his its controlled Affiliates not to) , directly or indirectly through another Person own any interest inindirectly, 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 Restricted Business distribution, marketing or selling of Products or providing related inventory management and warehousing services with respect to the Products, in any geographic area where each case to third party customers in the Company Group conducts itaerospace industry (a “Competing Business”); provided, however, that nothing herein in this Section 5.11 shall be deemed to limit in any way the conduct of the Excluded Business or the provision of inventory management or warehousing services to third party customers that include Products in addition to other products or services (provided that the Products are provided to such third party customer pursuant to the Supply Agreement) and such activities and businesses shall be excluded from the definition of Competing Business for all purposes related to this Agreement. The restrictions set forth in this Section 5.11(a) shall not be construed to prohibit Grantee and or restrict any Seller or any of his its controlled Affiliates, as applicable Affiliates from acquiring any Person or business that engages in any Competing Business provided that (i) being a passive owner of the engagement in such Competing Business does not more than two percent (2%) constitute the principal part of the outstanding stock activities of any class the Person or business to be acquired (based on total revenues expressed in US dollars or calculated in US dollars utilizing the relevant and then applicable current foreign currency exchange rate, of 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 all sales of such corporation Person or entity business during the consecutive four (4) full calendar quarters immediately preceding the effective date of acquisition of such Person or business), or (ii) being employed if the Competing Business constitutes in excess of 20% of the revenues of the Person or business acquired, or the revenues of such Competing Business are in excess of $50,000,000 per year, Sellers (A) promptly provide written notice to Purchaser after its acquisition of the Competing Business (the “Acquisition Notice”) and (B) subject to Section 5.11(b), use their commercially reasonable best efforts to divest that portion of such Person or business that engages in the Competing Business within 12 months after the later of its acquisition of the Competing Business or the expiration of any effort to sell the Competing Business to the Purchaser under Section 5.11(b). Notwithstanding this Section 5.11(a), if the exclusivity provisions of the Supply Agreement or the Intellectual Property License Agreement are suspended or terminated before the fifth anniversary of the Closing Date, Honeywell or any Seller may engage in any activity necessary to replace the services performed by Purchaser under the Supply Agreement or otherwise providing services to any corporation Intellectual Property License Agreement during such suspension or entity, a division or subsidiary of which is engaged in Restricted Businesses so long as Grantee isafter such termination.

Non-Competition. Grantee acknowledges and agrees that (a) at all times while Grantee is employed with As a condition to receiving any benefits pursuant to this Agreement, the Company Group, Grantee shall pursue all appropriate business opportunities of the 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 Employee agrees that during the Employee’s period commencing on the Effective Date of employment and ending on through the first (1st) anniversary of the date on which Grantee or any GranteeEmployee’s Affiliates cease to be direct or indirect members Date of EOC Parent or, if earlierTermination, the first (1st) anniversary Employee shall not engage in or become associated with any Competitive Activity. For purposes of the date on this Section 10, a “Competitive Activity” shall mean any business or other endeavor that engages in any country in which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall not (and, as applicable, shall cause each of his controlled Affiliates not to) or its subsidiaries have business operations in a business that directly or indirectly through another Person own competes with all or any interest in, manage, control, participate substantial part of any of the business in (whether 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 an owner, employee, officer, director, managerindependent contractor, employeeagent, partner, equity holder, member, agent, advisor, individual independent contractor, consultant, representative or otherwise), consult with, represent, render services forlender, or in any other manner engage capacity calling for the rendition of the Employee’s personal services, either alone or with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity and the Restricted Business Employee’s involvement relates in any geographic area where respect to the Company Group conducts itCompetitive Activity of such entity; provided, however, that nothing herein the Employee shall prohibit Grantee and any of his controlled Affiliates, as applicable not be prohibited from (i) being a passive owner of not more owning less than two percent (2%) of the outstanding stock of any class of a corporation or entity which is publicly traded so long corporation, whether or not such corporation is in competition with the Company. If, at any time, the provisions of this Section 10 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as Grantee (to area, duration or any scope of Grantee’s controlled Affiliatesactivity, if applicable) does not have any active participation 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 determined to be reasonable and enforceable by the management court or other business of such corporation body having jurisdiction over the matter, and the Employee agrees that this Section 10 as so amended shall be valid and binding as though any invalid 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 Restricted Businesses so long as Grantee isunenforceable provision had not been included herein.

Non-Competition. Grantee acknowledges and agrees that (a) at all times while Grantee is employed with the Company GroupExcept as expressly provided herein, Grantee shall pursue all appropriate business opportunities each of the 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 Managers agrees that during the period commencing on the Effective Date date hereof and ending terminating on the first later of (1sti) anniversary 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, or (ii) the date on which Grantee 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 Managing 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, Xx. Xxxxxx and the Managing Company, the "Managing Group") shall 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 Grantee’s Affiliates cease to be direct or indirect members of EOC Parent orimprovements thereof located in the United States, if earlier, except for (i) the first (1st) anniversary Managing Company in its capacity as a manager of the date on which Grantee’s employment Owner's Properties, (ii) Xx. Xxxxxxxx or services with Xx. Xxxxxx in his or her capacity as a director, officer or employee of the Managing Company Group terminates for any reasonbut solely in the Managing Company's capacity as manager of the Owner's Properties, Grantee shall not or (and, as applicable, shall cause each of iii) Xx. Xxxxxxxx or Xx. Xxxxxx in his controlled Affiliates not to) directly or indirectly through another Person own any interest in, manage, control, participate in (whether her capacity as an officeremployee, director, managertrustee, employee, partner, officer or 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 owner of the Restricted Business in any geographic area where the Company Group conducts itCorporation; provided, however, that nothing herein this Section 1(a) shall prohibit Grantee and any of his controlled Affiliates, as applicable from not apply to (i) the activities of the Managing Group with respect to any property listed in Exhibit A (the "Excluded Properties") attached hereto; (ii) the expansion of the Excluded Properties which expansion is contiguous to such property and (a) will not increase the existing gross leaseable area of the property by more than 10%; or (b) is the result of the exercise of the fiduciary duty of Xx. Xxxxxxxx or Xx. Xxxxxx after discussion with their partners or members, as the case may be; (iii) the acquisition, operation, development, management or leasing of any retail shopping center property located anywhere in the Continental United States by the Managing Group provided that the retail shopping center portion of such property shall not exceed twenty thousand (20,000) square feet; (iv) the acquisition by Xx. Xxxxxxxx, Xx. Xxxxxx, their spouses and their issue of any property or any interest in any property by inheritance; (v) Xx. Xxxxxxxx or Xx. Xxxxxx providing advice or financial assistance involving the acquisition, operation, development, management or leasing of any retail shopping center property located anywhere in New York City or outside the New York City area provided such property is not within a two mile radius of property owned by the Corporation or the Partnership (a "Non-Competitive Property"), to any of their children with regard to projects that are Non-Competitive Properties initiated by such children, provided that (x) at the time such child initially approaches such member of the Managing Group, such member has no knowledge (following appropriate due diligence) that the Partnership or Corporation is involved in or considering such a project and (y) if such member of the Managing Group thereafter obtains knowledge that the Partnership or Corporation is considering such a project, such member of the Managing Group shall promptly inform the Partnership or Corporation , as the case may be, of such member's involvement with his child and excuse himself from any involvement with such project on behalf of the Partnership or Corporation, as the case may be. In the event five (5) years from the date hereof Xx. Xxxxxx has ceased being a passive owner director and an executive officer of not more the Corporation for at least one year and beneficially owns less than two percent five (25%) 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), 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 effect. Nothing contained in this Agreement shall in any class of way be construed as a corporation restriction or entity which is publicly traded so long as Grantee (limitation, now or any of Grantee’s controlled Affiliates, if applicable) does not have any active participation in the management future, on the ability of Xx. Xxxxxxxx'x father, Xxxx Xxxxxxxx, or other business of such corporation brother, Xxxxx Xxxxxxxx, to own, develop, operate 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 Restricted Businesses so long as Grantee ismanage retail shopping centers.

Non-Competition. Grantee acknowledges During the Employment Term and for a period of one year thereafter, the Service Provider agrees that (a) at all times while Grantee is employed with the Company Group, Grantee shall pursue all appropriate business opportunities of the 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 first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall Service Provider will not (and, as applicable, shall cause each of his controlled Affiliates not to) directly or indirectly through another Person own provide services, of the type provided by the Service Provider to the Company at any interest intime during the last two years of the Employment Term, manage, control, participate in (whether as an owner, officer, director, managerpartner, member, employee, partner, equity holder, member, agent, advisor, individual independent contractor, consultant, representative advisor or otherwise), consult with, represent, render services for, developer or in any similar capacity, to any other manner engage in the Restricted Business business entity that is engaged or seeks to become engaged in any geographic area where line of business conducted by the Company Group conducts it; providedor its Subsidiaries, that nothing herein shall prohibit Grantee or which the Company or its Subsidiaries have active plans to conduct, as of the termination of the Service Provider’s employment, in each case, in any state of the United States and any country outside the United States in which the Company or any of his controlled Affiliatesits Subsidiaries conducts its business, as applicable in which the Service Provider, during any time within the last two (2) years of employment, provided services or had a material presence or influence (provided that the Service Provider shall not be prohibited from (i) being a passive owner of not more than two owning up to five percent (25%) of the outstanding stock of any class of a corporation or entity which is publicly traded traded, so long as Grantee (or any of Grantee’s controlled Affiliates, if applicable) does not have any the Service Provider has no active participation in the management or other business of such corporation corporation). The post-employment restrictions in this Section 5.1(b) shall not apply in the case of a termination of the Service Provider’s employment by the Company without Cause or entity as part of a workforce reduction. The Service Provider acknowledges and agrees that the Class B Units granted to the Service Provider by the Company under this Agreement constitute fair and reasonable, mutually agreed upon consideration for the restrictions contained in this Agreement, including, without limitation, in this Section 5.1(b). If the Service Provider has unlawfully taken, physically or (iielectronically, property belonging to the Company, or has breached any fiduciary duties owed to the Company, the duration of the post-employment restrictions in this Section 5.1(b) being employed by shall be extended to two years following the termination of the Service Provider’s employment. The Service Provider acknowledges that he or otherwise providing services she has been provided notice of this Section 5.1(b) at least 10 business days prior to any corporation this Agreement becoming effective, and that he or entity, a division or subsidiary of which is engaged in Restricted Businesses so long as Grantee isshe has the right to consult with counsel prior to signing this Agreement.

Non-Competition. Grantee acknowledges and Provided that Employee is compensated pursuant to the terms of this Agreement, Employee agrees that that, without the prior written consent of RGSI, signed by RGSI’s Chief Executive Officer, Employee will not at any time during his employment or a period of 24 months following such employment: (ai) at all times while Grantee is employed with the Company Groupaccept employment with, Grantee shall pursue all appropriate business opportunities of the Company Group exclusively through the Company Group and (b) the Company Group would be irreparably damaged if Grantee (orserve as a consultant to, if applicableor accept compensation from any person, any of Grantee’s controlled Affiliates) were to provide services to any Person firm or corporation (including Granteeany new business started by Employee, either alone or with others) engaged in a Restricted Business (as defined below) whose business, products and that such competition or services compete with those offered 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 RGSI on the Effective Date and ending on the first (1st) anniversary of the most recent date on which Grantee or any Granteethat Employee was associated with RGSI’s Affiliates cease to be direct or indirect members of EOC Parent orbusiness, if earlier, the first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall not (and, as applicable, shall 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, 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 Restricted Business in any geographic area where 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 partners for the Company Group conducts it; providedpurposes of diverting any existing or future business of such customers to a competing source, that (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 prohibit Grantee and any prevent the ownership by Employee of his controlled Affiliates, as applicable from (i) being a passive owner stock of not more RGSI or of less than two percent (2%) % of the outstanding stock of any class publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market. This non-competition covenant will not preclude Employee from working in any sector of a corporation the solar power industry 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 breach of any provision of this Agreement and to exercise all other rights to which it may be entitled. Employee agrees and acknowledges that money damages may not be an adequate remedy for breach of the provisions of this Agreement and that RGSI may in its sole discretion apply to any court of law or entity 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 agrees that this covenant is reasonable with respect to its duration, geographic area and scope. It is the desire and intent of the parties that the provisions of this Section 4 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is publicly traded so long as Grantee (or any of Grantee’s controlled Affiliatessought. Accordingly, if applicable) does not have any active participation particular portion of this Section 4 shall be adjudicated to be invalid or unenforceable, this Section 4 shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of this Section 4 in the management or other business of particular jurisdiction in which such corporation or entity or (ii) being employed by or otherwise providing services to any corporation or entity, a division or subsidiary of which adjudication is engaged in Restricted Businesses so long as Grantee ismade.

Non-Competition. 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 the 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 During his employment by the Company Group. Thereforeand for a period of six (6) months thereafter, Grantee agrees that during Employee will not, unless acting with the period commencing on the Effective Date and ending on the first (1st) anniversary prior written consent of the date on which Grantee or any Grantee’s Affiliates cease to be direct or indirect members of EOC Parent orManagers, if earlier, the first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall not (and, as applicable, shall cause each of his controlled Affiliates not to) directly or indirectly through another Person own any interest inindirectly, own, manage, operate, join, control or participate in the ownership, management, operation or control, participate in (whether or be connected as an officer, director, manager, member, employee, partner, equity holder, memberprincipal, agent, advisorrepresentative, individual independent contractor, consultant, representative consultant or otherwise), consult otherwise with or use or permit his name to be used in connection with, represent, render services for, or in any other manner engage in the 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 (i) being a passive owner any business or enterprise that competes with the BPL Entities or any of not their Subsidiaries or Affiliates or the Partnerships in any business or enterprise that contributes more than two ten percent (210%) of the outstanding stock of any class of a corporation or entity which is publicly traded so long as Grantee (BPL Entities’ or any of Grantee’s controlled their Subsidiaries’ or Affiliates’ or the Partnerships’ revenue, if either during his employment by the Company or on the Termination Date, as applicable, in any state in which such business or enterprise is so operated (whether or not such business is physically located within those areas) does not have any active participation in (the management or other business of such corporation or entity “Geographic Area”), or (ii) being employed in any business or enterprise that is a customer of the BPL Entities or any of their Subsidiaries or Affiliates or the Partnerships if the BPL Entities or any of their Subsidiaries or Affiliates or the Partnerships derive at least five percent of its respective gross revenues either during his employment by the Company or otherwise providing services on the Termination Date, as applicable, from such customer. It is recognized by Employee that the business of the BPL Entities or any of their Subsidiaries and Affiliates and the Partnerships and Employee’s connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. Employee also shall not, directly or indirectly, during such six (6) month period (i) solicit or divert business from, or attempt to convert any corporation client, account or entitycustomer of the BPL Entities or any of their Subsidiaries or Affiliates or the Partnerships, a division whether existing at the date hereof or subsidiary acquired during Employee’s employment nor (ii) following Employee’s employment, solicit or attempt to hire any then employee of which the BPL Entities or any of their Subsidiaries or Affiliates or the Partnerships. This non-competition provision will not apply, and will have no force or effect, in the event Employee’s employment is engaged in Restricted Businesses so long as Grantee isterminated by the Company within one (1) year of the date hereof for any reason other than Cause.

Non-Competition. Grantee acknowledges and agrees that (a) at all times while Grantee is employed with the Company GroupEmployer, Grantee shall pursue all appropriate business opportunities of the Company Group Employer exclusively through the Company Group Employer and (b) the Company Group 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 the Company GroupEmployer. Therefore, Grantee agrees that during the period commencing on the Effective Date and ending on the first second (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 first (1st2nd) anniversary of the date on which Grantee’s employment with Employer terminates if Grantee’s employment is terminated by Employer with Cause or services by Grantee without Good Reason, or otherwise ending on the date on which Grantee’s employment with the Company Group Employer terminates for any reasonother reason (such period, the “Restricted Period”), to the extent permitted by the New York Canon of Ethics, Grantee shall not (and, as applicable, shall cause each of his 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 Restricted Business in any geographic area where the Company Group Restricted Business of Employer conducts it; provided, that in the event that Grantee’s employment with Employer terminates upon a Grantee Non-Renewal (as 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) 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 (not 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 of his Grantee’s controlled Affiliates, as applicable applicable, from (ix) being a passive owner of not more than two percent (2%) of the 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 or entity, (iiy) 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 a law firm. As used herein, the term “Restricted Business” means collectively (i) any business that, in the 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 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 clause (i) in which Grantee was actively engaged on behalf of Employer during the preceding twelve (12) month period prior to the date on which Grantee ceases to be employed with Employer (and any logical extensions thereof) so long as Grantee issuch business in the preceding twelve (12) months derived more than 25% of its revenue from businesses.

Non-Competition. Grantee acknowledges Because of Employer[ Group]’s legitimate business interest as described herein and agrees that (a) at all times while Grantee the good and valuable consideration offered to the Employee, [the [receipt and] sufficiency of which is employed acknowledged, ]during the term of Employee’s employment and for the [TERM OF YEARS OR MONTHS], to run consecutively, beginning on the last day of the Employee’s employment with the Company Employer [Group], Grantee shall pursue all appropriate business opportunities [for any reason or no reason and whether employment is terminated at the option of the Company Group exclusively through Employee or the Company Group Employer [Group],] the Employee agrees and (b) covenants not to engage in Prohibited Activity within the Company Group would be irreparably damaged if Grantee (or[DESCRIPTION OF SCOPE OF GEOGRAPHIC RESTRICTION AND/OR SUBSECTION OF INDUSTRY OR CUSTOMER LIST]. For purposes of this non-compete clause, if applicable“Prohibited Activity” is activity in which the Employee contributes the Employee’s knowledge, any of Grantee’s controlled Affiliates) were to provide services to any Person (including Grantee) engaged directly or indirectly, in a Restricted Business (as defined below) and that such competition by Grantee (or, if applicable, any of Grantee’s controlled Affiliates) would result whole or 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 first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall not (andpart, as applicablean employee, shall cause each of his controlled Affiliates not to) directly or indirectly through another Person own any interest inemployer, manageowner, controloperator, participate in (whether as an officermanager, advisor, consultant, agent, partner, director, managerstockholder, employeeofficer, partnervolunteer, equity holder, member, agent, advisor, individual independent contractor, consultant, representative or otherwise), consult with, represent, render services forintern, or in any other manner engage similar capacity to an entity engaged in the Restricted Business same or similar business as the Employer [Group], including those engaged in any geographic area where the Company Group conducts it; providedbusiness of [DESCRIPTION OF BUSINESS]. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, that nothing proprietary information, or Confidential Information. The Employer [Group] regards as its primary, but not exclusive, competitors the following [LIST OF PRIMARY COMPETITORS]. Nothing herein shall prohibit Grantee and any of his controlled Affiliates, as applicable Employee from (i) being a passive owner of not more purchasing or owning less than two five percent (25%) of the outstanding stock publicly traded securities of any class corporation, provided that such ownership represents a passive investment and that the Employee is not a controlling person of, or a member of a corporation group that controls, such corporation. This Section does not, in any way, restrict or entity which is publicly traded so long as Grantee (impede the Employee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of Grantee’s controlled Affiliatesa court of competent jurisdiction or an authorized government agency, if applicable) provided that such compliance does not have exceed that required by the law, regulation, or order. The Employee shall promptly provide written notice of any active participation in the management or other business of such corporation or entity or (ii) being employed by or otherwise providing services order to any corporation or entity, a division or subsidiary of which is engaged in Restricted Businesses so long as Grantee is[AUTHORIZED OFFICER].

Non-Competition. Grantee acknowledges For so long as the Executive serves in any of the Monarch Positions (the “Term”) and agrees for a period of two years following the date on which the Executive ceases, whether due to termination, resignation, or any other reason, to hold any Monarch Position (the “Restricted Period”), the Executive shall not, directly or indirectly, engage in or have any interest in, directly or indirectly, any sole proprietorship, partnership, corporation, company, business or any other person or entity (whether as an employee, officer, director, partner, member, agent, security holder, creditor, consultant or otherwise) that, directly or indirectly, engages primarily in the development, marketing, distribution, underwriting or sale of products and services competitive with the Company Business in any and all states in which the Company and/or any Monarch Subsidiary conducts the Company Business during the Term or at the time of termination of the Executive’s employment with the Company (the “Restricted Territory”); provided, however, that Executive may continue to hold securities of the Company and/or acquire, solely as an investment, shares of capital stock or other equity securities of any entity engaging in a business competitive with the Company Business, so long as the Executive does not control or acquire a controlling interest in, or become a member of a group which exercises direct or indirect control of more than five percent of, any class of equity security of such entity; and provided further that the Restricted Territory shall include any state in which the Company or a Monarch Subsidiary has completed substantially all the steps necessary, including regulatory applications, to conduct the Company Business in such state; and provided, further, that the Executive’s employment by Federated National Holding Company (“FNHC”), his service on the Board of Directors of FHNC, and his positions as an officer and/or director of any Subsidiary or Affiliate of FNHC (each, a “Permitted FNHC Position, and collectively, the “Permitted FNHC Positions”) shall be permitted in all respects throughout the Term and the Restricted Period and shall not be a breach of the restrictions set forth in this Section 1. As used herein, (a) at all times while Grantee is employed with the Company Groupterm “Subsidiary” means a partnership, Grantee shall pursue all appropriate business opportunities corporation, limited liability company, trust or other legal entity for which FNHC, directly or indirectly, has the power to direct or cause the direction of the Company Group exclusively management and policies through the Company Group ownership of voting securities; and (b) the Company Group would be irreparably damaged if Grantee (orterm “Affiliate” means any person or entity that, if applicabledirectly or indirectly, controls, is controlled by or under common control with FNHC. For the avoidance of doubt, the Executive’s implementation of any directives of Grantee’s controlled Affiliates) were the Board of Directors of FNHC or the carrying out of the obligations of FNHC or its Subsidiaries or Affiliates under any agreement to provide services to any Person (including Grantee) engaged which FNHC or a Subsidiary of Affiliate is a party, in each case while the Executive is serving in a Restricted Business (as defined below) and that such competition by Grantee (orPermitted FNHC Position, 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 first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall not (and, as applicable, shall cause each be a breach 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, 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 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 (i) being a passive owner of not more than two percent (2%) of the outstanding stock of any class of a corporation or entity which is publicly traded this Section 1 so long as Grantee (any such directives or any of Grantee’s controlled Affiliatesobligations are not intended to circumvent, if applicable) does not have any active participation nor do they result in the management or other business circumvention of, the provisions 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 Restricted Businesses so long as Grantee isthis Agreement.

Non-Competition. Grantee Employee acknowledges and agrees that (a) at all times while Grantee is employed with the Company Group, Grantee shall pursue all appropriate business opportunities of that Employee’s services to the Company Group exclusively through are unique in nature and that the Company Group and (b) the Company Group would be irreparably damaged if Grantee (or, if applicable, any of Grantee’s controlled Affiliates) Employee were to provide similar services to any Person (including Grantee) person or entity competing with the Company or engaged in a Restricted Business similar business. Employee accordingly covenants and agrees with the Company that during the period commencing with the date of this Agreement and ending on the later to occur of: (i) January 31, 2008; and (ii) (A) the second anniversary of the date of the termination of Employee’s employment with the Company if such termination arises as defined below) and that such competition a result of voluntary termination or retirement by Grantee (or, if applicable, any of Grantee’s controlled Affiliates) would result in a significant loss of goodwill Employee or termination by the Company Groupfor Cause, or (B) the first anniversary of the date of termination of Employee’s employment with the Company if such termination arises for any reason other than as provided in the preceding subparagraph 5(a)(ii)(A). ThereforeEmployee shall not, Grantee agrees directly or indirectly, either for Employee or for any other individual, corporation, partnership, joint venture or other entity, participate in any business (including, without limitation, any division, group or franchise of a larger organization) that engages or which proposes to engage in the business of providing diving services in the Gulf of Mexico or any other business actively engaged in by the Company on the date of termination of Employee’s employment in the area or areas where the Company is conducting such business; provided that, until such time as the Company waives in writing any rights it may have to enforce the terms of this Section 5 (the 3 “Waiver”), during the period commencing on the Effective Date date of the termination of Employee’s employment with the Company and ending on the first (1st) anniversary date on which either the non-competition provisions contained in this Section 5 terminate or the Waiver is delivered to Employee, whichever is earlier, the Company will pay to Employee either the amounts due under Section 7(d), if appropriate, or an amount equal to Employee’s Salary as of the date on Employee’s employment was terminated (which Grantee or will be paid over time in accordance with the Salary payment schedule in effect from time to time for [senior executives/managers] of the Company) and during such time period Employee shall be entitled to all insurance benefits received by other [senior executives/managers] of the Company. For purposes of this Agreement, the term “participate in” shall include, without limitation, having any Grantee’s Affiliates cease to be direct or indirect members of EOC Parent orinterest in any corporation, if earlierpartnership, the first (1st) anniversary of the date on which Grantee’s employment joint venture or services with the Company Group terminates for other entity, whether as a sole proprietor, owner, stockholder, partner, joint venturer, creditor or otherwise, or rendering any reasondirect or indirect service or assistance to any individual, Grantee shall not (andcorporation, as applicablepartnership, shall cause each of his controlled Affiliates not to) directly or indirectly through another Person own any interest in, manage, control, participate in joint venture and other business entity (whether as an a director, officer, director, manager, supervisor, employee, partner, equity holder, member, agent, advisor, individual independent contractor, consultant, representative consultant or otherwise), consult with, represent, render services for, ) but not ownership of 2% or in any other manner engage in the 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 (i) being a passive owner of not more than two percent (2%) less of the outstanding capital 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 or (ii) being employed by or otherwise providing services to any corporation or entity, a division or subsidiary of which is engaged in Restricted Businesses so long as Grantee ispublic company.

Non-Competition. Grantee acknowledges and agrees that (a) at all times while Grantee is employed with Subject to the Company Groupnext sentence of this Section 9(a), Grantee shall pursue all appropriate business opportunities of the 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 date that is twelve (1st12) anniversary months following the end of the date on Term (such period, which Grantee or will be extended by the amount of time during which Executive is in violation of any Grantee’s Affiliates cease to be direct or indirect members provision of EOC Parent or, if earlierthis Section 9, the first “Restricted Period”), Executive will not, in the United States (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason“Territory”), Grantee shall not (and, as applicable, shall cause each of his controlled Affiliates not to) directly or indirectly through another Person own any interest engage in, manage, controloperate, finance, control or participate in (the ownership, management or financing or control of, become employed by, or become affiliated or associated with, directly or indirectly, whether as an officer, director, managershareholder, employeeowner, co-owner, affiliate, partner, equity holder, member, agent, advisor, individual independent contractorrepresentative, consultant, representative independent contractor or advisor, or otherwise render services or advice to, guarantee any obligation of, or acquire or hold (of record, beneficially or otherwise)) any direct or indirect interest in a business that sells or provides products or services that are the same as or substantially similar to or otherwise competitive with the products or specialized services (provided that such “specialized services” shall not include those services which would unreasonably restrict Executive from utilizing Executive’s education and expertise in future employment, consult with, represent, render as long as such employment and specialized services for, are not competitive with the Company or in any other manner engage of its subsidiaries) sold or provided or that Executive has actual or constructive knowledge are planned to be sold or provided by the Company or its subsidiaries in the Restricted Business in at any geographic area where time while Executive is an employee or director of the Company Group conducts it(a “Competitor”); provided, however, that nothing herein shall prohibit Grantee and Executive may own, as a passive investment, shares of capital stock of any Competitor if (A) such shares are listed on a national securities exchange or traded on a national market system in the United States, (B) Executive, together with any of his controlled AffiliatesExecutive’s affiliates and Executive’s immediate family members (which shall mean Executive’s wife and direct lineal descendants, as applicable from but shall not include any other blood relative), owns beneficially (idirectly or indirectly) being a passive owner of not more less than two five percent (25%) of the total number of shares of such entity’s issued and outstanding stock capital stock, and (C) neither Executive nor any of any class of a corporation Executive’s affiliates is otherwise associated directly or entity which is publicly traded so long as Grantee (indirectly with such Competitor 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 or (ii) being employed by or otherwise providing services to any corporation or entity, a division or subsidiary of which is engaged in Restricted Businesses so long as Grantee isits affiliates.

Non-Competition. Grantee The Lessee acknowledges that upon and after any termination of this Lease, any competition by any member of the Leasing Group with any subsequent owner or subsequent lessee of the Leased Property (the "Purchaser") would cause irreparable harm to the Lessor and any such Purchaser. To induce the Lessor to enter into this Lease, the Lessee agrees that that, from and after the end of the seventh (7th) Lease Year and thereafter until the later of (a) at all times while Grantee is employed with the Company Group, Grantee shall pursue all appropriate business opportunities expiration of the Company Group exclusively through the Company Group and this Lease or (b) the Company Group would be irreparably damaged if Grantee fifth (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 (1st5th) anniversary of the date termination of this Lease on account of a Lease Default, without the prior written consent of the Lessor (which Grantee consent shall not be unreasonably withheld or delayed), no member of the Leasing Group nor any Subsidiary of any member of the Leasing Group (collectively, the "Limited Parties") shall be involved in any capacity in or lend any of their names to or engage in any capacity in any assisted living facility (or other facility operated for any 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 Grantee’s Affiliates cease to be direct or indirect members related activity competitive therewith), excluding however any of EOC Parent or, if earlierthe facilities described on Schedule 11.5 attached hereto (collectively, the first "Excluded Facilities"), whether such competitive activity (1stthe "Competitive Activity") anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall not (and, as applicable, shall cause each of his controlled Affiliates not to) directly or indirectly through another Person own any interest in, manage, control, participate in (whether be as an officer, director, managerowner, employee, partner, equity holder, member, agent, advisor, individual independent contractor, consultantdeveloper, representative lender, sponsor, venture capitalist, administrator, manager, investor, partner, joint venturer, consultant or otherwiseother participant in any capacity whatsoever with respect to an assisted living facility (or other facility operated for any use included within the definition of Primary Intended Use), consult withcenter, represent, render services for, unit or in any other manner engage in the 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 program located within a seven (i7) being a passive owner of not more than two percent (2%) mile radius of the 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 or (ii) being employed by or otherwise providing services to any corporation or entity, a division or subsidiary of which is engaged in Restricted Businesses so long as Grantee isLeased Property.

Non-Competition. Grantee Employee acknowledges that (i) the principal business of the Employer (which expressly includes for purposes of this Section 10 (and any related enforcement provisions hereof), its successors and assigns) is the business of providing inpatient and outpatient substance abuse treatment services and drug testing and diagnostic laboratory services throughout the United States (the “Business”); (ii) the Employee’s work for Employer and his service on the Board of Holdings and Employer has given him access to the confidential affairs and proprietary information of the Employer; (iii) the covenants and agreements of the Employee contained in this Section 10 are essential to the business and goodwill of the Employer and/or Holdings; and (iv) the Employer and Holdings would not have entered into this Agreement but for the covenants and agreements set forth in this Section 10. Accordingly, the Employee covenants and agrees that (a) at all times while Grantee is employed with the Company Groupthat, Grantee shall pursue all appropriate business opportunities by and in consideration of the Company Group exclusively through payment of the Company Group and (b) the Company Group would Severance Amount to 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 provided by the Company Group. ThereforeEmployer and Holdings hereunder, Grantee the Employee covenants and agrees that that, during the period commencing on the Effective Date and ending on two years following the first Separation Date and its affiliates (1stthe “Restricted Period”), he shall not in the United States, directly or indirectly, (i) anniversary engage in any element of the date on which Grantee Business or otherwise compete with the Employer or its affiliates, (ii) render any Grantee’s Affiliates cease services to be direct any person, corporation, partnership or indirect members of EOC Parent or, if earlier, other entity (other than the first (1stEmployer or its affiliates) anniversary engaged in any element of the date on which Grantee’s employment Business, or services with (iii) become interested in any such person, corporation, partnership or other entity (other than the Company Group terminates for any reasonEmployer or its affiliates) as a partner, Grantee shall not (andshareholder, as applicableprincipal, shall 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, manageragent, employee, partner, equity holder, member, agent, advisor, individual independent contractor, consultant, representative or otherwise), consult with, represent, render services for, consultant or in any other manner engage in the Restricted Business in any geographic area where the Company Group conducts itrelationship or capacity; provided, that nothing herein shall prohibit Grantee however, that, notwithstanding the foregoing, the Employee may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (A) such securities are traded on any national securities exchange or the National Association of his controlled AffiliatesSecurities Dealers, as applicable from Inc. Automated Quotation System, (iB) being the Employee is not a passive owner controlling person of, or a member of not a group which controls, such entity and (C) the Employee does not, directly or indirectly, own 5% or more than two percent (2%) of the 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 securities 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 Restricted Businesses so long as Grantee is. AAC/Xxxxxx Xxxx Separation Agreement and Release

Non-Competition. Grantee acknowledges With respect to each Principal, for a period commencing on the Closing Date and agrees that terminating on the later of (a) at all times while Grantee is employed with the Company Group, Grantee shall pursue all appropriate business opportunities fifth anniversary of the Company Group exclusively through the Company Group and Closing Date or (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 termination of each Principal's employment with the Management Company (the "Restricted Period"), that Principal shall not, for whatever reason, whether for his or her account or for the account of any Grantee’s Affiliates cease to be direct or indirect members of EOC Parent orother Person, if earlier, without the first (1st) anniversary prior written consent of the date on which Grantee’s employment or services with LLC and the Company Group terminates for any reason, Grantee shall not (andManagement Company, as applicable, shall 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, managera shareholder, employee, partner, equity holder, member, agentboard member, advisorconsultant, individual independent contractor, consultant, representative or otherwise), consult with, represent, render services for, or engage in any other manner engage business competitive with any business conducted by any of the Grant Tani Entities at any time during thx Xxxxxxxxed Period, in the Restricted Business in any geographic area where Metropolitan Statistical Area of Los Angexxx, Xxxxxxxxxx (xxx "Xxxxxxxxxx Xxxx"). Xxxxxxxxxxxxxxx the Company Group conducts it; providedforegoing, that nothing herein shall prohibit Grantee that Principal from being a shareholder or equity holder in any publicly-traded entity whose business is competitive with, the business heretofore conducted, or conducted at any time during the Restricted Period and in the Restricted Area, by any of his controlled Affiliatesthe Grant Tani Entities, as applicable from (i) being a passive owner of long as that Prinxxxxx xxxx not hold more than two a three percent equity interest in that publicly-traded entity. Each Principal acknowledges that the restrictions set forth in this Section 6.5, including the Restricted Period and the Restricted Area, are made in connection with the sale of substantially all of the assets of Grant Tani, including the goodwill of thax xxxxxxxx, and are intended to comply with the California Business and Professions Code Section 16601. The restrictions set forth in this Section 6.5 shall not apply (1) to a Principal whose employment with the LLC and each of its Subsidiaries or by the Management Company is terminated by the LLC and those Subsidiaries or by the Management Company without Cause or by that Principal for Good Reason, (2%) to a Principal if a Change of Control occurs and Holdings and its Permitted Transferees or WTC's successor, as the case may be, purchase all of the Principal's LLC Interests (including his or her Derivative Share (as that term is defined in the LLC Agreement) and the LLC Interests held by his or her Permitted Transferees (as that term is defined in the LLC Agreement)) pursuant to Section 7.5(a) of the 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 LLC Agreement or (ii3) being employed if the LLC is liquidated and its business is not continued by or otherwise providing services to any corporation or a successor entity, a division or subsidiary of which is engaged in Restricted Businesses so long as Grantee is.

Non-Competition. Grantee acknowledges To further preserve the rights of the Company pursuant to the nondisclosure covenant discussed above, and agrees that (a) at all times while Grantee is employed for the consideration promised by the Company under this Agreement, during Employee’s employment with the Company Groupand for a period of eighteen (18) months thereafter (such eighteen (18) month period, Grantee shall pursue all appropriate business opportunities the “Non-Compete Period”), regardless of the Company Group exclusively through the Company Group and (b) the Company Group would be irreparably damaged if Grantee (orreason for termination of employment, if applicableEmployee will not, 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 directly or any Grantee’s Affiliates cease to be direct or indirect members of EOC Parent or, if earlier, the first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall not (andindirectly, as applicablean owner, shall cause each of his controlled Affiliates not to) directly director, principal, agent, officer, employee, partner, consultant, servant, or indirectly through another Person own any interest inotherwise, carry on, operate, manage, control, participate or become involved in (whether as an officerany manner with any business, directoroperation, managercorporation, employeepartnership, partnerassociation, equity holder, member, agent, advisor, individual independent contractor, consultant, representative or otherwise), consult with, represent, render services foragency, or other person or entity which is in the same business as the Company in any other manner engage location in which the Restricted Business in Company, or any geographic subsidiary or affiliate of the Company, operates or has plans or has projected to operate during Employee’s employment with the Company, including any area where the Company Group conducts it; provided, that nothing herein within a 50-mile radius of any such location (a “Competing Business”). The foregoing shall not prohibit Grantee and any of his controlled Affiliates, as applicable Employee from (i) being a passive owner of not more than two percent (2%) owning up to 5.0% of the outstanding stock of any class publicly held company. Notwithstanding the foregoing, after Employee’s employment with the Company has terminated, upon receiving written permission by the Board, Employee shall be permitted to engage in such competing activities that would otherwise be prohibited by this covenant if such activities are determined in the sole discretion of a corporation or entity which is publicly traded so long as Grantee (the Board in good faith to be immaterial to the operations of the Company, or any subsidiary or affiliate of Grantee’s controlled Affiliatesthe Company, if applicable) does not have any active participation in the management location in question. The Company and Employee agree that the restrictions contained in this noncompetition covenant are reasonable in scope and duration and are necessary to protect the Company’s business interests and Confidential Information. If any provision of this noncompetition covenant as applied to any party or to any circumstance is adjudged by a court or arbitrator to be invalid or unenforceable, the same will in no way affect any other circumstance or the validity or enforceability of this Agreement. If any such provision, or any part thereof, is held to be unenforceable because of the scope, duration, or geographic area covered thereby, the parties agree that the court or arbitrator making such determination shall have the power to reduce the scope and/or duration and/or geographic area of such provision, and/or to delete specific words or phrases, and in its reduced form, such provision shall then be enforceable and shall be, enforced. The parties agree and acknowledge that the breach of this noncompetition covenant may cause irreparable damage to the Company, and upon breach of any provision of this noncompetition covenant, the Company shall be entitled to injunctive relief, specific performance, or other business equitable relief (without the necessity of posting a bond); provided, however, that this shall in no way limit any other remedies which the Company may have (including, without limitation, the right to seek monetary damages). Should Employee violate the provisions of this noncompetition covenant, then in addition to all other rights and remedies available to the Company at law or in equity, the duration of this covenant shall automatically be extended for the period of time from which Employee began 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 Restricted Businesses so long as Grantee isviolation until he permanently ceases such violation.

Non-Competition. Grantee acknowledges and agrees that (a) at all times while Grantee Employee agrees that during his employment by the Company (which shall be deemed to include the period in which Employee is employed receiving any severance payments set forth in Section 8(g) hereto) and for a period of three (3) years from the termination or expiration of Employee's employment with the Company Group(or Zygo as the case may be) (the "Non-Competitive Period"), Grantee Employee shall pursue all appropriate business opportunities of the Company Group exclusively through the Company Group and (b) the Company Group would be irreparably damaged if Grantee (ornot, 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 directly or any Grantee’s Affiliates cease to be direct or indirect members of EOC Parent or, if earlier, the first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall not (andindirectly, as applicableowner, shall cause each of his controlled Affiliates not to) directly or indirectly through another Person own any interest inpartner, managejoint venturer, controlstockholder, participate in (whether as an employee, broker, agent, principal, trustee, corporate officer, director, manager, employee, partner, equity holder, member, agent, advisor, individual independent contractor, consultant, representative or otherwise), consult with, represent, render services forlicensor, or in any other manner capacity whatsoever engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, or have any connection with, any business engaged in the Restricted Business research, development, testing, design, manufacture, sale, lease, marketing, utilization or exploitation of any products or services which are designed for the same purpose as, are similar to, or are otherwise competitive with, products or services of the Company, Zygo or any of their respective subsidiaries or affiliates which are being sold or provided or reasonably proposed to be provided at the time of termination or expiration of Employee's employment, in any geographic area where where, at the time of the termination or expiration of his employment hereunder, the business of the Company, Zygo or any of their respective subsidiaries or affiliates was being conducted or was proposed to be conducted in any manner whatsoever; PROVIDED, HOWEVER, that in the event Employee is terminated by the Company Group conducts it; providedwithout justifiable cause or for Good Reason, that nothing herein the Non-Competitive Period shall prohibit Grantee and any be reduced to the later of his controlled Affiliates, as applicable from (i) being a passive owner one (1) year from date of the termination of the benefits conferred upon the Employee pursuant to Section 8(h)(ii) or (ii) three (3) years from the date of the Effective Time of the Merger; PROVIDED FURTHER, that Employee may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not more than to exceed at any one time two percent (2%) of the outstanding stock of any class of a corporation stock or entity which is publicly traded so long as Grantee (securities of such corporation. In addition, Employee shall not, directly or indirectly, during the Non-Competitive Period, request or cause contracting parties, suppliers or customers with whom the Company, Zygo or any of Grantee’s controlled Affiliatestheir respective subsidiaries or affiliates has a business relationship to cancel or terminate any such business relationship with the Company, if applicable) does not have Zygo or any active participation in of their respective subsidiaries or affiliates or solicit, interfere with, or entice from the management Company, Zygo or other business any of such corporation their respective subsidiaries or entity or (ii) being employed by affiliates, or otherwise providing services to hire, any corporation employee (or entityformer employee) of the Company, a division Zygo or subsidiary any of which is engaged in Restricted Businesses so long as Grantee istheir respective subsidiaries or affiliates.

Non-Competition. Grantee acknowledges and agrees that (ai) at all times while Grantee is employed In partial consideration for award of the Options, in order to forestall the disclosure or use of Confidential Information as well as to deter Optionee’s intentional interference with the Company contractual relations of the Partnership Group, Grantee shall pursue all appropriate business opportunities Optionee’s intentional interference with the prospective economic advantage of the Company Group exclusively through the Company Partnership Group and (b) the Company Group would be irreparably damaged if Grantee (orto promote fair competition, 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 Optionee agrees that during the period commencing on the Effective Grant Date and ending on the first earlier of (1sti) solely if any such Units were acquired prior to the date on which Optionee’s Employment terminates, the second (2nd) anniversary of the date on which Grantee or any GranteeOptionee and Optionee’s Affiliates Permitted Transferees cease to be direct or indirect members of EOC Parent or, if earlier, hold any Units and (ii) the first second (1st2nd) anniversary of the date on which Granteeof Optionee’s employment or services with termination of Employment (the Company Group terminates for any reason“Restricted Period”), Grantee Optionee shall not (and, as applicable, shall 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, manager, employee, partner, equity holderequityholder, member, agent, advisor, individual independent contractor, consultant, representative or otherwise), consult with, represent, render services for, or in any other manner engage in any Competitive Business anywhere in which the Restricted Business Partnership Group is engaging in the business as of the earlier to occur between, solely if any geographic area where such Units were acquired prior to the Company Group conducts itdate on which Optionee’s Employment terminates, the date on which Optionee and Optionee’s Permitted Transferees cease to hold any Units and the date of Optionee’s termination of Employment; provided, that nothing herein shall prohibit Grantee and any of his controlled AffiliatesOptionee from being, as applicable from (i) being directly or indirectly, a passive owner of not more than two percent (2%) % of the 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) Optionee does not have any active participation in the 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 Restricted Businesses so long as Grantee iscorporation.

Non-Competition. Grantee 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 (a) at all times while Grantee is employed with the Company Group, Grantee shall pursue all appropriate business opportunities of the Company Group exclusively through the Company Group and (b) the Company Group Business would be irreparably damaged if Grantee (or, if applicable, any of Grantee’s controlled Affiliates) such Party were to directly or indirectly provide services to any Person (including Grantee) engaged competing with the Business or engaging in a Restricted Business (as defined below) similar business and that such direct or indirect competition by Grantee (or, if applicable, any of Grantee’s controlled Affiliates) such Party would result in a significant loss of goodwill by the Company GroupBusiness. ThereforeIn 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), Grantee 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 Effective Closing Date and ending on the first second (1st2nd) anniversary of the date on which Grantee or any Grantee’s Affiliates cease to be direct or indirect members of EOC Parent orClosing Date (the “Non-Competition Period”), if earlier, the first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee such Party shall not (and, as applicable, shall cause each of his controlled Affiliates not to) directly acquire or indirectly through another Person own hold any economic or financial interest in, manage, control, participate in (whether act as an officer, director, manager, employee, a partner, equity holder, member, agentstockholder, advisor, individual independent contractor, consultant, or representative or otherwise), consult with, representof, render any services forto, or otherwise operate or hold an interest in any Person (other manner engage 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 Restricted Business in any geographic area where the Company Group conducts ithospitality insurance industry; provided, however, that nothing contained herein shall be construed to prohibit Grantee and any such Party from purchasing up to an aggregate of his controlled Affiliates, as applicable from (i) being a passive owner of not more than two percent (2%) of the outstanding stock of any class of the outstanding voting securities of any other Person whose securities are listed on a corporation or entity which national securities exchange (but only if such investment 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 or (ii) being employed by or otherwise providing services to any corporation or entity, held on a division or subsidiary of which is engaged in Restricted Businesses so long as Grantee ispurely passive basis).

Non-Competition. Grantee acknowledges During the Applicable Restricted Period, Sapphire and agrees Emerald shall not, and shall cause the Restricted Companies not to, directly or indirectly, engage in any Competitive Activity; provided, however, that the foregoing shall not restrict any Restricted Company from (ai) at all times while Grantee acquiring or owning as a passive investment, directly or indirectly, securities or any indebtedness of any company that is employed with engaged in any Competitive Activity if such Restricted Company does not, directly or indirectly, beneficially own in the Company Group, Grantee shall pursue all appropriate business opportunities aggregate more than ten percent (10%) of the Company Group exclusively through the Company Group outstanding securities or indebtedness of such company or (ii) acquiring and (b) the Company Group would be irreparably damaged if Grantee (or, if applicable, continuing to hold or own any of Grantee’s controlled Affiliates) were to provide services to any business or Person (including Grantee) engaged in a Restricted Business any Competitive Activity if such Competitive Activity accounts for less than fifteen percent (as defined below15%) and that of such competition by Grantee business’ or Person’s consolidated annual revenues, or less than fifteen million dollars (or$15,000,000) in such annual revenues (regardless of the percentage represented thereby), if applicable, any of Grantee’s controlled Affiliates) would result in a significant loss of goodwill by the Company Group. Therefore, Grantee agrees that each case during the period commencing on the Effective Date and ending on the first twelve months prior to such acquisition being made (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 first (1st) anniversary entry into the definitive agreement providing for the making of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall not (and, as applicable, shall 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, manager, employee, partner, equity holder, member, agent, advisor, individual independent contractor, consultant, representative or otherwisesuch acquisition), consult with, represent, render services for, or in any other manner engage in the Restricted Business in any geographic area where the Company Group conducts it; provided, further, that nothing herein in the case of any such exceptions described in the foregoing clause (ii), the businesses or activities owned or acquired shall prohibit Grantee and not be materially expanded under the ownership of Sapphire or Emerald in a manner that is materially disproportionate from the other businesses or activities of such acquired Person and, in the case of any of his controlled Affiliates, as applicable from such exceptions described in the foregoing clauses (i) being a passive owner of or (ii), shall not more than two percent (2%) of the outstanding stock of in any class of a corporation way use Sapphire brand names 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 trademarks in the management or other business conduct of such corporation Competitive Activity. In the event that any Non- Reinsurance Customer that is a large multi-national or entity global company or enterprise with global operations seeks to obtain any multi-national or global coverage through services that would also include, as part of such multi-national or global coverage, Non-Reinsurance Competitive Activities for such Non-Reinsurance Customer in one or more relevant Applicable Territories, the inclusion of such Applicable Territory in any such multi-national or global coverage shall constitute Non-Reinsurance Competitive Activities in violation of this Section 5.13 unless (i) the applicable Restricted Companies offer to Buyer to arrange for such new multi-national or global coverage program to name Buyer or its Affiliates as the local servicing broker in respect of such Non-Reinsurance Competitive Activity in such relevant Applicable Territories on terms consistent with Emerald’s other third party local service broker arrangements, and with compensation no less than the amount Emerald would pay to such third party local servicing brokers, providing substantially similar services, or (ii) being employed by or otherwise providing services the applicable Restricted Companies request and the Buyer grants a waiver of these provisions, which waiver may be granted in Buyer’s sole discretion. In the case of an offer described in clause (i) of the preceding sentence, the Parties shall negotiate in good faith in order to reach a mutually agreeable local surviving broker arrangement and take commercially reasonable efforts to effectuate any corporation or entity, a division or subsidiary of which is engaged in Restricted Businesses so long as Grantee issuch mutually agreed arrangement.

Non-Competition. Grantee acknowledges The Company and agrees the Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists and operations of the Company, and have agreed that (aas an essential inducement for and in consideration of this Agreement and the Company’s agreement to make the payment of the amounts described in Sections 2(b) at all times while Grantee is employed and 4 hereof when and as herein described, the Executive hereby agrees, except with the Company Groupexpress prior written discretionary consent of the Company, Grantee shall pursue all appropriate that for a period of one (1) year after the Date of Termination (the “Restrictive Period”), he will not directly or indirectly in any manner compete with the business opportunities of the Company by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to (i) any industrial or mixed office/industrial (but not pure office) REIT or real estate operating company (a “Peer Group exclusively through Member”) or (ii) any other person, firm, partnership, corporation, trust or other entity (including, but not limited to, Peer Group Members), public or private, which, as a material component of its business (other than for its own use as an owner or user), invests in, or otherwise provides capital to, industrial warehouse facilities and properties similar to the Company’s investments and holdings, in each case, (A) in any geographic market or territory in which the Company Group and owns properties or has an office either as of the date hereof or as of the Date of Termination of the Executive’s employment; or (bB) the Company Group would be irreparably damaged if Grantee (or, if applicable, in any of Grantee’s controlled Affiliates) were to provide services to any Person (including Grantee) engaged market 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 which an acquisition or other investment by the Company Group. Therefore, Grantee agrees that during the period commencing on the Effective Date and ending on the first (1st) anniversary or any affiliate of the date on which Grantee Company is pending or any Grantee’s Affiliates cease to be direct or indirect members of EOC Parent or, if earlier, the first (1st) anniversary proposed in a written plan as of the date on which Grantee’s employment Date of Termination, whether or services with the Company Group terminates for any reason, Grantee shall not (and, as applicable, shall 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, manager, employee, partner, equity holder, member, agent, advisor, individual independent contractor, consultant, representative or otherwise), consult with, represent, render services for, or embodied in any other manner engage in the Restricted Business in any geographic area where the Company Group conducts itformalized, written legal document; provided, that nothing herein the Executive’s continued service on the board of directors of Starwood Hotels and Resorts Worldwide, Inc. shall prohibit Grantee and not be deemed to be a violation of this Section 9(b). The Executive will not be considered to have violated this Section 9(b) if the Executive becomes employed, engaged or associated in any of his controlled Affiliates, as applicable from (i) being a passive owner of not more than two percent (2%) of capacity with an organization that competes with the outstanding stock of any class of a corporation or entity which is publicly traded Company so long as Grantee (or any of Grantee’s controlled Affiliates, if applicable) the Executive does not have participate in any active participation manner whatsoever in the management or other business operations of the part 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 Restricted Businesses organization that so long as Grantee iscompetes.

Non-Competition. Grantee acknowledges Without limiting or restricting any Principal Stockholder's non-competition or non-solicitation obligations under any other agreement between such Principal Stockholder and agrees that StatusOne or American Healthways, or any affiliate of American Healthways, during the four (a4) at all times while Grantee is employed with year period immediately following the Company GroupClosing, Grantee which period shall pursue all appropriate business opportunities automatically be extended by a period of time equal to any period in which any of the Company Group exclusively through the Company Group and (b) the Company Group would be irreparably damaged if Grantee (or, if applicable, Principal Stockholders and/or any of Grantee’s controlled Affiliates) were to provide services to any Person (including Grantee) engaged in a Restricted Business their Affiliates (as defined below) and that is in breach of any obligations under this Section 8.1 (including any such competition by Grantee (orextension, if applicablethe "Restricted Period"), 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 each of the date on which Grantee Principal Stockholders and each Principal Stockholder's spouse, parents and any other relative of such Principal Stockholder who resides at the principal residence of such Principal Stockholder, or any Grantee’s Affiliates cease to be direct other person or indirect members of EOC Parent orentity that directly or indirectly, if earlieris controlled by or is under common control with such Principal Stockholder (each, the first (1stan "Affiliate") anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall not (andengage, as applicable, shall cause each of his controlled Affiliates not to) directly or indirectly through another Person own any interest in, manage, control, participate in (whether except as an officera stockholder, director, managerofficer, employeeand/or employee of American Healthways), partneras a proprietor, equity holder, memberinvestor (except as a passive investor holding not more than five percent (5%) of the outstanding capital stock of a publicly traded company), agentlender, advisorpartner, individual independent contractordirector, officer, employee, consultant, representative or otherwise), consult with, represent, render services forrepresentative, or in any other manner engage capacity, in any business which is competitive with American Healthways' business of providing disease management and care enhancement services to hospitals, health plans and employers anywhere in the United States of America and such international countries which American Healthways is doing business or contemplating doing business (the "Restricted Business in Area") (each of American Healthways and the Principal Stockholders hereby acknowledging that American Healthways and its Affiliates are currently doing business or contemplating doing business throughout the Restricted Area), provided that the provision of legal or accounting professional services by any geographic area where natural person who is an Affiliate of a Principal Stockholder to any such business shall not by itself constitute a breach by such Principal Stockholder or the Company Group conducts itapplicable Affiliate of this Section 8.1; provided, however, that nothing herein shall prohibit Grantee and any of his controlled Affiliates, as applicable from (i) being a passive owner of not more than two percent (2%) of reference to the 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 "contemplated" business of such corporation American Healthways or entity its subsidiaries shall be limited to those countries in which American Healthways or (ii) being employed by or otherwise providing services to any corporation or entity, a division or subsidiary its subsidiaries are actively considering conducting business and of which such Principal Stockholder is engaged in Restricted Businesses so long as Grantee isaware.

Non-Competition. Grantee The Executive acknowledges and agrees that (ai) at all times while Grantee is employed with the Executive performs services of a unique nature for the Company Groupthat are irreplaceable, Grantee shall pursue all appropriate business opportunities and that the Executive’s performance of the 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 such services to any Person (including Grantee) engaged in a Restricted Business Competitor (as defined below) will result in irreparable harm to the Company Group, (ii) the Executive has had and that 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 Executive would inevitably use or disclose such competition 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 Grantee the Company pursuant hereto. Accordingly, in consideration for this Agreement and as additional consideration for any options awarded, during the Employment Term and for a period of eighteen (18) months thereafter (or, if applicablea reviewing court determines eighteen (18) months to be overbroad in duration, any of Grantee’s controlled Affiliatesfor twelve (12) would result months thereafter, nine (9) months thereafter, or six (6) months thereafter, respectively; depending, in a significant loss of goodwill by the Company Group. Thereforeeach case, Grantee agrees that during the period commencing on the Effective Date and ending on the first (1st) anniversary determination of the date on which Grantee or any Grantee’s Affiliates cease to be direct or indirect members of EOC Parent orreviewing court that the respective longer period is overbroad) (the “Restricted Period”) the Executive agrees that, if earlier, the first (1st) anniversary in each of the date on United States of America and Mexico, including the provinces, states and territories thereof, which Grantee’s employment or services with for the avoidance of doubt includes countries, provinces, states and territories where any member of the Company Group terminates for any reasoncurrently engages in the operation of its business or engages in such business at the date of termination of Executive’s employment, Grantee shall not (andthe Executive will not, as applicable, shall cause each of his controlled Affiliates not to) directly or indirectly through another Person own any interest inindirectly, own, manage, operate, control, participate be employed by, aid, assist or render services to, in whatever form (whether as an officer, director, manager, employee, partner, equity holder, member, agent, advisor, individual independent contractor, consultant, representative independent contractor or otherwise, and whether or not for compensation) (“Engage”, any such activities also referred to as “Engagement”), consult withto any person, representfirm, render services forcorporation or other entity (other than any member of the Company Group) engaged in the manufacture, merchandising, distribution, service, or in sale of packaging or other products or goods of the same or substantially similar type as those which are manufactured, merchandised, distributed, serviced or sold by any other manner engage in the Restricted Business in any geographic area where member of the Company Group conducts it; providedon the date of termination or in which the Executive is aware that the Company Group has taken reasonable tangible steps, that on or prior to such date, to be engaged in on or after such date (including sales to customers, vendors or intermediaries in any such country) (a “Competitor”). Notwithstanding the foregoing, nothing herein shall prohibit Grantee and any of his controlled Affiliates, as applicable the Executive from (i) being a passive owner of not more than two one percent (21%) of the outstanding stock of any class equity securities of a corporation or entity which is publicly traded Competitor, so long as Grantee (or any of Grantee’s controlled Affiliates, if applicable) does not have any the Executive has no active participation in the management or other business of such corporation Competitor. In addition, Employee may accept employment with a Competitor whose business is diversified, provided, that (x) Employee will not, directly or entity 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 (iiy) being employed 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 otherwise providing indirectly, render services or assistance to any corporation or entity, a division or subsidiary part of the Competitor that is in any way engaged in business which is engaged in Restricted Businesses so long as Grantee ismaterially competitive with any member of the Company Group.

Non-Competition. Grantee acknowledges During the period of employment and agrees that (a) at all times while Grantee is employed with the Company GroupRestricted Period, Grantee the Employee shall pursue all appropriate business opportunities not, whether on behalf of the Company Group exclusively through the Company Group and (b) the Company Group would be irreparably damaged if Grantee (orhimself or any other entity, if applicableengage, directly or indirectly, either as proprietor, stockholder, pmtner, officer, director, consultant, employee or otherwise, for any of Grantee’s controlled Affiliates) were to provide services to any Person (including Grantee) entity engaged in a Restricted Business (as defined below) business similar to that of BFST and the Bank that such competition by Grantee (ormaintains a location in the Louisiana Parishes and Texas Counties set forth on Schedule 2.4 of this Exhibit A, if applicable, any of Grantee’s controlled Affiliates) would result in a significant loss of goodwill which Schedule 2.4 may be amended from time to time by the Company Group. ThereforeBank to include any additional parishes and counties in which the Bank has a branch banking facility, Grantee agrees that during 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 prior to the period commencing on the Effective Date and ending on the first fifth (1st5t11) anniversary of business day following the date on which Grantee or any Grantee’s Affiliates cease to be direct or indirect members of EOC Parent or, if earlier, the first (1st) anniversary notice of the date on which Grantee’s employment or services with amendment is duly provided to Employee. Notwithstanding the Company Group terminates for any reasonforegoing, Grantee shall not (and, as applicable, shall 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, 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 Employee may invest in the Restricted Business in securities of 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 enterprise if (i) being a passive owner of such securities are listed on any national or regional securities exchange, (ii) Employee does not beneficially own more than two one percent (21%) of the outstanding capital stock of such enterprise, and (iii) Employee does not otherwise pmticipate in the activity of such enterprise. For purposes of this Exhibit A, Employee acknowledges and agrees that the "business" of BFST and the Bank and their affiliates involves and relates to extending credit, accepting deposits, and engaging in those other activities permissible for bank holding companies and FDIC-insured financial institutions, either directly or indirectly, through financial or operating subsidiaries and affiliates; that Employee understands and knows the business in which BFST and the Bank and their affiliates is engaged and the scope, activities and business pursuits involved in the business of BFST and the Bank and their affiliates; and that the noncompetition and non-solicitation covenants contained in this Exhibit A prohibit the Employee from engaging, in any class of a corporation or entity which is publicly traded so long as Grantee (capacity or any position, and from conducting any activities or business similar to that of Grantee’s controlled AffiliatesBFST and the Bank and their affiliates. As used in this Exhibit A, if applicable) does "customers" includes, but is not have limited to, businesses, persons and entities for whom BFST and the Bank and 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 active participation type of business, or working relationship. Employee 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. As used in this Exhibit A, "BFST and the management or other business of such corporation or entity or (ii) being employed by or otherwise providing services to Bank and their affiliates" includes any corporation or entityand all predecessor, a division or successor, parent subsidiary of which is engaged in Restricted Businesses so long as Grantee isand affiliate entities.

Non-Competition. Grantee acknowledges and agrees that (a) at all times while Grantee is employed with the Company GroupExcept as expressly provided herein, Grantee shall pursue all appropriate business opportunities each of the 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 Managers agrees that during the period commencing on December 31, 1997 and until such time as (i) one year after such time as the Effective Date Management Agreement is terminated and ending on neither Xx. Xxxxxxxx nor Xx. Xxxxxx is a director or executive officer of the first Corporation, and (1stii) anniversary of the date on which Grantee 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 Managing 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, Xx. Xxxxxx and the Managing Company, the "Managing Group") shall 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 Grantee’s Affiliates cease to be direct or indirect members of EOC Parent orimprovements thereof located in the United States, if earlier, except for (i) the first (1st) anniversary Managing Company in its capacity as a manager of the date on which Grantee’s employment Owner's Properties, (ii) Xx. Xxxxxxxx or services with Xx. Xxxxxx in his or her capacity as a director, officer or employee of the Managing Company Group terminates for any reasonbut solely in the Managing Company's capacity as manager of the Owner's Properties, Grantee shall not or (and, as applicable, shall cause each of iii) Xx. Xxxxxxxx or Xx. Xxxxxx in his controlled Affiliates not to) directly or indirectly through another Person own any interest in, manage, control, participate in (whether her capacity as an officeremployee, director, managertrustee, employee, partner, officer or 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 owner of the Restricted Business in any geographic area where the Company Group conducts itCorporation; provided, however, that nothing herein this Section 1(a) shall prohibit Grantee and any of his controlled Affiliates, as applicable from not apply to (i) the activities of the Managing Group with respect to any property listed in Exhibit A (the "Excluded Properties") attached hereto; (ii) the expansion of the Excluded Properties which expansion is contiguous to such property and (a) will not increase the existing gross leaseable area of the property by more than 20%; or (b) is the result of the exercise of the 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 the Continental United States by the Managing Group provided that the retail shopping center portion of such property 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 passive owner director and an executive officer of not more the Corporation for at least one year and beneficially owns less than two percent five (25%) 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), 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 effect. Nothing contained in this Agreement shall in any class of way be construed as a corporation restriction or entity which is publicly traded so long as Grantee (limitation, now or any of Grantee’s controlled Affiliates, if applicable) does not have any active participation in the management future, on the ability of Xx. Xxxxxxxx'x father, Xxxx Xxxxxxxx, or other business of such corporation brother, Xxxxx Xxxxxxxx, to own, develop, operate 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 Restricted Businesses so long as Grantee ismanage retail shopping centers.

Non-Competition. Grantee acknowledges Executive covenants and agrees that (a) at all times while Grantee is employed with the Company Group, Grantee shall pursue all appropriate business opportunities of the 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 Consolidation and ending on the first (1st) one year anniversary of the date on which Grantee or any Grantee’s Affiliates cease to be direct or indirect members of EOC Parent orTermination Date (the “Restricted Period”), if earlierExecutive shall not, the first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall not (and, as applicable, shall cause each of his controlled Affiliates not to) directly or indirectly (individually, or through or on behalf of another Person own any interest inentity as owner, managepartner, control, participate in (whether as an officer, director, manageragent, 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 Restricted Business capacity), engage, participate or assist, as an owner, partner, employee, consultant, director, officer, trustee or agent in any geographic area where element of the Business (as defined below) (other than in connection with Executive’s services to, and ownership interests in, the Company Group conducts itGroup); provided, that nothing herein however, the foregoing restrictions shall not prohibit Grantee and any of his controlled Affiliates, as applicable Executive from (ix) being a passive owner of engaging in any activities permitted under Section 3(c), (y) acquiring as an investment securities representing not more than two one percent (21%) of the outstanding stock voting securities of any class publicly held corporation engaged in the Business or from indirectly acquiring securities of any company engaged in the Business as a corporation result of being a passive investor in any mutual fund, hedge fund, private equity fund, or entity which is publicly traded similar pooled account so long as Grantee 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 of Grantee’s controlled Affiliatesentity that engages in the Business so long as Executive and such subsidiary, if applicable) division or unit does not have any active participation engage in the management 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 activity that represents a significant portion of the business activity of the Company (measured as at least ten percent (10%) of the Company’s revenues on a trailing 12-month basis); provided, however, that (i) if Executive is directly or indirectly engaged in any business activity before the Company engages in such corporation or entity or business activity, Executive and the Company shall negotiate in good faith to resolve such conflict prior to the Company treating such conflict as a violation of this Section 6(c) and (ii) being employed by or otherwise providing services Executive shall not be permitted to commence any corporation or entity, a division or subsidiary of which is new business activity if the Company previously engaged in Restricted Businesses so long as Grantee issuch activity regardless of whether the revenues from such activity exceeds the ten percent (10%) threshold.

Non-Competition. Grantee Xxxxxxx acknowledges that the covenants and agrees that --------------- agreements in this Section 10 are in consideration of Xxxxxxx'x employment with ENI under this Agreement and Xxxxxxx'x opportunity to increase his direct and indirect 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), Xxxxxxx will not (a) at all times while Grantee is employed with the Company Groupengage, Grantee shall pursue all appropriate business opportunities 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 Company Group exclusively through 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 Company Group and 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 Company Group 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 Xxxxxxx'x employment with ENI or of which Xxxxxxx 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 irreparably damaged if Grantee competitive with any machinery and equipment designed, manufactured or distributed by ENI, and (oriii) the design, if applicablemanufacture or distribution of any industrial threaded fasteners or similar products that are competitive with any products designed, any manufactured or distributed by ENI. For purposes 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 (orthis Agreement, if applicable, any the "Period of Grantee’s controlled Affiliates) would result in a significant loss of goodwill by the Company Group. Therefore, Grantee agrees that during Restriction" shall be the period commencing on the Effective Commencement Date and ending on three (3) years from the first (1st) anniversary last day of the date on which Grantee or Term of this Agreement. If at any Grantee’s Affiliates cease time the provisions of this Section 10 shall be determined to be direct invalid or indirect members unenforceable, by reason of EOC Parent orbeing vague or unreasonable as to area, if earlierduration or scope of activity, 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 determined to be reasonable and enforceable by the first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall not (and, as applicable, shall 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, 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 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 (i) being a passive owner of not more than two percent (2%) of the 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 court or other business of such corporation body having jurisdiction over the matter; and Xxxxxxx agrees that this Section 10 as so amended shall be valid and binding as though any invalid 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 Restricted Businesses so long as Grantee isunenforceable provision had not been included herein.

Non-Competition. Grantee acknowledges I acknowledge and agrees agree that for a period of Eighteen (a18) at all times while Grantee is employed with the Company Group, Grantee months following my Separation Date (and such period shall pursue all appropriate business opportunities be tolled on a day-to-day basis for each day during which I participate in any activity in violation of the Company Group exclusively through the Company Group and (brestrictions set forth in this Section 6(a)(i) the Company Group would be irreparably damaged if Grantee (orfollowing my termination of employment), if applicableI will not, 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 first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall not (and, as applicable, shall cause each of his controlled Affiliates not to) directly or indirectly through another Person own any interest inindirectly, alone or in association with others, anywhere in the Territory, own, manage, controloperate, control or participate in (whether the ownership, management, operation or control of, or be connected as an officer, directoremployee (in a position or at a level similar to or above that performed by me during my employment), managerinvestor, employeeprincipal, joint venturer, shareholder, partner, equity holder, member, agent, advisor, individual independent contractordirector, consultant, representative agent or otherwise with, or have any financial interest (through stock or other equity ownership, investment of capital, the lending of money or otherwise) in, any 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 (a “Competitor”), consult with, represent, render services for, or in any other manner engage in the Restricted Business in any geographic area where the Company Group conducts it; provided, except that nothing herein contained in this Section 6(a)(i) shall prohibit Grantee and any prevent my wholly passive ownership of his controlled Affiliates, as applicable from (i) being a passive owner of not more than two percent (2%) or less of the outstanding stock equity securities of any class Competitor that is a publicly-traded company. For purposes of a corporation or entity which is publicly traded so long as Grantee (this Section 6, the “Business of the Company or any of Grantee’s controlled its Immediate Affiliates” is that of arts and crafts specialty retailer providing materials, if applicableideas and education for creative activities; provided, that the term “Competitor” shall not include any business, venture or activity whose gross receipts derived from the retail sale of arts and crafts products (aggregated with the gross receipts derived from the retail sale of arts and crafts projects of any related business, venture or activity) does not have any active participation in are less than ten percent (10%) of the management or other business aggregate gross receipts of such corporation businesses, ventures or entity activities. For purposes of this Section 6, the “Territory” is comprised of those states within the United States and those provinces of Canada in which the Company or any of its Immediate Affiliates was doing business at any time during my employment, or with respect to my obligations following my termination of employment the Twelve (12) months immediately preceding the termination. For purposes of this Section, “Immediate Affiliates” means those Affiliates which are one of the following: (i) a direct or indirect subsidiary of the Company, (ii) being employed by a parent to the Company or otherwise providing services to any corporation (iii) a direct or entity, a division or indirect subsidiary of which is engaged in Restricted Businesses so long as Grantee issuch a parent.

Non-Competition. Grantee acknowledges The Company and agrees the Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Company, and have agreed that (aas an essential inducement for and in consideration of this Agreement and the Company’s agreement to make the payment of the amounts described in Sections 2(b) at all times while Grantee is employed and 4 hereof when and as herein described, the Executive hereby agrees, except with the Company Groupexpress prior written discretionary consent of the Company, Grantee shall pursue all appropriate that for a period of one (1) year after the Date of Termination (the “Restrictive Period”), he will not directly or indirectly in any manner compete with the business opportunities of the Company by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to (i) any industrial or mixed office/industrial (but not pure office) REIT or real estate operating company (a “Peer Group exclusively through Member”) or (ii) any other person, firm, partnership, corporation, trust or other entity (including, but not limited to, Peer Group Members), public or private, which, as a material component of its business (other than for its own use as an owner or user), invests in, or otherwise provides capital to, industrial warehouse facilities and properties similar to the Company’s investments and holdings, in each case, (A) in any geographic market or territory in which the Company Group and owns properties or has an office either as of the date hereof or as of the Date of Termination of the Executive’s employment; or (bB) the Company Group would be irreparably damaged if Grantee (or, if applicable, in any of Grantee’s controlled Affiliates) were to provide services to any Person (including Grantee) engaged market 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 which an acquisition or other investment by the Company Group. Therefore, Grantee agrees that during or any affiliate of the period commencing on the Effective Date and ending on the first (1st) anniversary Company is pending or proposed in a written plan as of the date on which Grantee of termination, whether or any Grantee’s Affiliates cease to be direct or indirect members of EOC Parent or, if earlier, the first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall not (and, as applicable, shall 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, manager, employee, partner, equity holder, member, agent, advisor, individual independent contractor, consultant, representative or otherwise), consult with, represent, render services for, or embodied in any other manner engage in the Restricted Business in any geographic area where the Company Group conducts itformalized, written legal document; provided, that nothing herein the Executive’s continued service on the board of directors of Starwood Hotels and Resorts Worldwide, Inc. shall prohibit Grantee and not be deemed to be a violation of this Section 8(b). The Executive will not be considered to have violated this Section 9(b) if the Executive becomes employed, engaged or associated in any of his controlled Affiliates, as applicable from (i) being a passive owner of not more than two percent (2%) of capacity with an organization that competes with the outstanding stock of any class of a corporation or entity which is publicly traded Company so long as Grantee (or any of Grantee’s controlled Affiliates, if applicable) the Executive does not have participate in any active participation manner whatsoever in the management or other business operations of the part 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 Restricted Businesses organization that so long as Grantee iscompetes.

Non-Competition. Grantee From and after the Closing, and for the next --------------- succeeding two (2) years (the "Restricted Period"), none of the 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 limited to, as a partner, shareholder, principal, agent, representative, supplier, trustee, employee or consultant. During the Restricted Period, no Seller shall, directly or indirectly, hire or solicit any employee of the Buyer or the Company or encourage, in any way, any such employee to leave such employment. The Sellers hereby acknowledge that any breach or threatened breach of any of the covenants 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 right to 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, 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 (a) at the covenants set forth herein are reasonable in duration and scope and in all times while Grantee is employed with other respects. If any court determines that any such covenants, or any part thereof, are invalid or unenforceable the Company Groupremaining covenants shall not thereby be affected and they shall be given full effect, Grantee shall pursue all appropriate business opportunities 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 Company Group exclusively through duration or scope of such provision, such court is requested to reduce the Company Group 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 (b) do hereby confer jurisdiction to enforce the Company Group would be irreparably damaged if Grantee (orcovenants 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, if applicableor otherwise, any it is the intention of Grantee’s controlled Affiliates) were to provide services to any Person (including Grantee) engaged in a Restricted Business (as defined below) and the parties 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 first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall determination not (and, as applicable, shall 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, manager, employee, partner, equity holder, member, agent, advisor, individual independent contractor, consultant, representative or otherwise), consult with, represent, render services forpreclude, or in any other manner engage way affect, the right of the Company or the Buyer to the relief provided above in the Restricted Business courts of any other jurisdiction within the United States as to breaches of such covenant in any geographic area where the Company Group conducts it; providedsuch other respective jurisdictions, that nothing such covenants as they relate to each jurisdiction being, for this purpose, severable and independent covenants. Nothing contained herein shall prohibit Grantee and preclude any of his controlled Affiliates, as applicable party hereto from (i) being a passive owner of not more owning less than two percent (2%) 1% of the issued and outstanding capital stock of any class of a corporation whose shares are listed for trading on the New York Stock Exchange, American Stock Exchange 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 or (ii) being employed by or otherwise providing services to any corporation or entity, a division or subsidiary of which is engaged in Restricted Businesses so long as Grantee isNASDAQ National Market.

Non-Competition. Grantee acknowledges and agrees that (a) at all times while Grantee is employed with For a period of four years after the Company Group, Grantee shall pursue all appropriate business opportunities of Closing (the 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 earlierPeriod"), the first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reasonParent shall not, Grantee shall not (and, as applicable, shall and will cause each of his controlled its Affiliates not to) , engage, directly or indirectly through another Person own any interest inindirectly, 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 business anywhere in North America or Europe (the Restricted Business in any geographic area where "Territory") that provides integrated contract pharmaceutical packaging services for clinical trials (the Company Group conducts it"Competing Service"); provided, that nothing herein provided the foregoing shall not prohibit Grantee the Parent and any of his controlled Affiliates, as applicable its Affiliates from (i) being acquiring, directly or indirectly, securities listed on any national securities exchange or traded actively in the national over-the-counter market of any Person that provides the Competing Service in the Territory, provided that the Parent does, and the Parent causes its Affiliates to, not, in the aggregate, own more than five percent of the outstanding voting power or common stock of such Person; (ii) acquiring a passive owner of company (the "Diversified Company") or a business having not more than two percent (2%) 20% of its gross revenues attributable to providing the Competing Service as of the outstanding stock Closing Date provided that the Parent and its Affiliates do not provide the Competing Service other than through the Diversified Company; and (iii) using sub-contractors that are not Affiliates of the Parent to provide the Competing Service, provided that (A) the provision of the Competing Service is incidental to the supply of the products or services of the Parent or its Affiliates to the customers of the Parent or its Affiliates, and (B) unless such customers shall have specifically identified a third party as the provider of the Competing Service, the Parent shall, and shall cause its Affiliates to, use their reasonable efforts in good faith (x) to offer the Purchasers the opportunity to bid on the sub-contract for such Competing Service and (y) to make the Purchasers aware of the opportunity, and to bid on the contract, to provide the Competing Service directly to the customers of the Parent or its Affiliates if the Sellers make any class other third party provider of a corporation the Competing Service aware of such opportunity. Notwithstanding any of the foregoing, this Section 5.05 shall not prohibit any Person (or entity which is publicly traded so long as Grantee an Affiliate of such Person) that Acquires the Parent from providing the Competing Service, provided that no such Person (or any of Grantee’s controlled Affiliates, if applicable) does not have any active participation in the management or other business Affiliate of such corporation Person) may provide the Competing Service through the Parent 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 Restricted Businesses so long as Grantee isits subsidiaries.

Non-Competition. Grantee acknowledges During the Employment Period and agrees 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 twelve (12) months 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 term "Restricted Business Activities" shall mean any business which markets and sells to customers of a class or category to which FGX Holdings or any of its subsidiaries, markets and sells at the time Executive's employment terminated products or services marketed and sold by FGX Holdings or any of its subsidiaries at such time or products or services which at such time FGX Holdings or any of its subsidiaries was actively considering marketing and selling to such customers. During the Non-compete Period, Executive shall not, without the written approval of the Company, directly or indirectly, either as an individual, partner, joint venturer, employee or agent for any person, company, corporation or association, or as an officer, director or stockholder of a corporation or otherwise, enter into or engage in or have a proprietary interest in the Restricted Business Activities other than the ownership of (a) at all times while Grantee is employed with the Company Groupstock of FGX Holdings then held by Executive, Grantee shall pursue all appropriate business opportunities of the 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 first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall not (and, as applicable, shall 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, 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 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 (i) being a passive owner of not no more than two five percent (25%) of the outstanding stock securities of any class other publicly-held company. Executive recognizes and agrees that because a violation by him of a corporation or entity which is publicly traded so long as Grantee (his obligations under this Section 9 will cause irreparable harm to FGX Holdings or any of Grantee’s controlled Affiliatesits subsidiaries that would be difficult to quantify and for which money damages would be inadequate, if applicable) does not have any active participation party included in the management definition of FGX Holdings or other business any of its subsidiaries 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 date upon which this Agreement has been executed. However, should a determination nonetheless be made by a court of competent jurisdiction at a later date that the character, duration or geographical scope of such corporation or entity or (ii) being employed obligations is unreasonable in light of the circumstances as they then exist, then it is the intention of both Executive and the Company that Executive's obligations under this Section 9 shall be construed by or otherwise providing services the court in such a manner as to any corporation or entity, a division or subsidiary impose only those restrictions on the conduct of Executive which is engaged are reasonable in Restricted Businesses so long light of the circumstances as Grantee isthey then exist and necessary to assure the Company of the intended benefit of Executive's obligations under this Section 9.

Non-Competition. Grantee acknowledges and agrees that (a) at all times while Grantee In view of the unique and valuable services it is employed with expected Employee will render to the Company GroupLDI Companies, Grantee shall pursue all appropriate Employee's knowledge of the customers, trade secrets, and other proprietary information relating to the business opportunities of the Company Group exclusively through and its customers and suppliers and similar knowledge regarding the LDI Companies it is expected Employee will obtain, and in consideration of the compensation to be received hereunder, Employee agrees (i) that he will not during the Employment Period Participate In (as hereinafter defined in this Section 6) any other 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 LDI Companies, and (ii) subject to the last sentence of this Section 6(a), (A) in the case of a termination by the Company Group prior to the six month anniversary of the Commencement Date, for a period of three (3) months and (bB) 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 Group would be irreparably damaged if Grantee (or, if applicable, or any of Grantee’s controlled Affiliatesthe 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 of such cessation such product or service is sold or activity engaged in. In each case, the provisions of this Section 6(a) were to will not be deemed breached merely because Employee owns not more than 5% of the outstanding common stock of a corporation, if, at the time of its acquisition by Employee, 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, provided that Employee does not actively perform any duties for or 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 first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall not (and, as applicable, shall 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, 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 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 (i) being a passive owner of not more than two percent (2%) of the 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 or (ii) being employed by or otherwise providing services to any corporation or entity, a division or subsidiary of which is engaged in Restricted Businesses so long as Grantee iscompany.

Non-Competition. Grantee acknowledges During the Consulting Term (including any extension thereof) and agrees for six months thereafter, neither the Consultant nor Kxxxxxxxx shall engage in or become associated with any Competitive Activity, unless the Company terminates this Agreement without Cause or elects not to extend the Consulting Term for one year, in which case the period of non-competition shall end upon the effective date of such termination or failure to extend. "Competitive Activity" shall mean any business or other endeavor (conducted in any country in which the Company has significant business operations) that engages to a significant degree in a business that directly competes with any substantial part of any of the Company's businesses of (ai) at all times while Grantee producing television and other video programs, (ii) designing, developing, licensing, promoting and selling merchandise through catalogs, direct marketing, internet commerce and/or retail stores of the product categories in which the Company so participates during the Consulting Term, (iii) the creation, publication or distribution of regular or special issues of magazines, and (iv) any other business in which the Company is employed engaged during the Consulting Term (the "Company Business"). Notwithstanding the preceding sentence, Consultant and Kxxxxxxxx shall be permitted to engage in any business or other endeavor pertaining directly to the music industry; moreover, Kxxxxxxxx shall be free to make personal appearances, and otherwise trade on his name and reputation, so long as doing so does not involve direct competition with the Company Group, Grantee Business. The Consultant and/or Kxxxxxxxx shall pursue all appropriate business opportunities of the Company Group exclusively through the Company Group and (b) the Company Group would be irreparably damaged considered to have become "associated with a Competitive Activity" 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 it or any Grantee’s Affiliates cease to be direct or indirect members of EOC Parent or, if earlier, the first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall not (and, as applicable, shall cause each of his controlled Affiliates not to) directly or indirectly through another Person own any interest in, manage, control, participate in (whether he becomes involved as an owner, employee, officer, director, managerindependent contractor, employeeagent, 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 capacity calling for the rendition of the Consultant's or Kxxxxxxxx'x personal services, with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity and its or his involvement materially relates to the Restricted Business in any geographic area where the Company Group conducts itCompetitive Activity of such entity; provided, however, that nothing herein the Consultant and/or Kxxxxxxxx shall prohibit Grantee and any of his controlled Affiliates, as applicable not be prohibited from (ia) being a passive owner of not more owning less than two percent (2%) of the outstanding stock equity of any class publicly traded corporation, whether or not such corporation is in competition with the Company or (b) serving as a director of a corporation or other 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 primary 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 Restricted Businesses not a Competitive Activity. If, at any time, the provisions of this Section 7 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 7 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Consultant and Kxxxxxxxx agree that this Section 7 as so long amended shall be valid and binding as Grantee isthough any invalid or unenforceable provision had not been included herein.

Non-Competition. Grantee acknowledges and agrees that (a) at all times while Grantee is employed with For a period of five (5) years from the Company GroupClosing Date, Grantee shall pursue all appropriate business opportunities of the 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 each Seller agrees that during the period commencing on the Effective Date it will not, 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 first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall not (and, as applicable, shall each will cause each of his its controlled Affiliates not to) , directly or indirectly through another Person own any interest inindirectly, 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 Restricted Business distribution, marketing or selling of Products or providing related inventory management and warehousing services with respect to the Products, in any geographic area where each case to third party customers in the Company Group conducts itaerospace industry (a “Competing Business”); provided, however, that nothing herein in this Section 5.11 shall be deemed to limit in any way the conduct of the Excluded Business or the provision of inventory management or warehousing services to third party customers that include Products in addition to other products or services (provided that the Products are provided to such third party customer pursuant to the Supply Agreement) and such activities and businesses shall be excluded from the definition of Competing Business for all purposes related to this Agreement. The restrictions set forth in this Section 5.11(a) shall not be construed to prohibit Grantee and or restrict any Seller or any of his its controlled Affiliates, as applicable Affiliates from acquiring any Person or business that engages in any Competing Business provided that (i) being a passive owner of the engagement in such Competing Business does not more than two percent (2%) constitute the principal part of the outstanding stock activities of any class the Person or business to be acquired (based on total revenues expressed in US dollars or calculated in US dollars utilizing the relevant and then applicable current foreign currency exchange rate, of 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 all sales of such corporation Person or entity business during the consecutive four (4) full calendar quarters immediately preceding the effective date of acquisition of such Person or business), or (ii) being employed if the Competing Business constitutes in excess of 20% of the revenues of the Person or business acquired, or the revenues of such Competing Business are in excess of $50,000,000 per year, Sellers (A) promptly provide written notice to Purchaser after its acquisition of the Competing Business (the “Acquisition 47 Notice”) and (B) subject to Section 5.11(b), use their commercially reasonable best efforts to divest that portion of such Person or business that engages in the Competing Business within 12 months after the later of its acquisition of the Competing Business or the expiration of any effort to sell the Competing Business to the Purchaser under Section 5.11(b). Notwithstanding this Section 5.11(a), if the exclusivity provisions of the Supply Agreement or the Intellectual Property License Agreement are suspended or terminated before the fifth anniversary of the Closing Date, Honeywell or any Seller may engage in any activity necessary to replace the services performed by Purchaser under the Supply Agreement or otherwise providing services to any corporation Intellectual Property License Agreement during such suspension or entity, a division or subsidiary of which is engaged in Restricted Businesses so long as Grantee isafter such termination.

Non-Competition. Grantee acknowledges and agrees The Limited Parties acknowledge that any competition by any of the 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) at all times while Grantee is employed with the Company GroupBuyer, Grantee shall pursue all appropriate business opportunities of the Company Group exclusively through the Company Group and (b) if applicable, the Company Group would Single 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, no Limited Party, shall be irreparably damaged if Grantee 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 (oror other facility operated for any use included within the definition of Primary Intended Use of the applicable Facility involved in such Closing), center, unit or program (or in any Person engaged in any such activity or any related activity competitive therewith), excluding, 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 the Excluded Facilities, whether 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 competitive activity shall be direct or indirect members of EOC Parent or, if earlier, the first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall not (and, as applicable, shall 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, managerowner, employee, partner, equity holder, member, agent, advisor, individual independent contractor, consultantdeveloper, representative lender, sponsor, venture capitalist, administrator, manager, investor, partner, joint venturer, consultant or otherwiseother participant in any capacity whatsoever with respect to an assisted living facility (or other facility operated for any use included within the definition of the applicable Primary Intended Use), consult withcenter, representunit 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 span, render services forscope or area covered by the foregoing restrictive covenants is or are unreasonable and that it is the specific intent of the Limited Parties that each and all of the restrictive covenants set forth hereinabove shall be valid and enforceable as specifically set forth herein. The Limited Parties further agree that these restrictions are special, or unique, extraordinary and reasonably necessary for the protection of the Buyer (and its successors in interest) and that the violation of any other manner engage in the Restricted Business in any geographic area where the Company Group conducts it; provided, that nothing herein shall prohibit Grantee and such covenant by any of his controlled Affiliates, as the Limited Parties would cause irreparable damage to the Buyer (and/or its applicable from (isuccessors in interest) being for which a passive owner of legal remedy alone would not more than two percent (2%) of the 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 be sufficient to fully protect 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 Restricted Businesses so long as Grantee isparties.

Non-Competition. Grantee acknowledges The Optionee covenants and agrees that (a) at all times while Grantee is employed with the Company Group, Grantee shall pursue all appropriate business opportunities of the 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 Optionee’s Employment and for a period commencing of twelve (12) months (and such period shall be tolled on a day-to-day basis for each day during which the Effective Date and ending on the first (1st) anniversary Optionee participates in any activity in violation of the date on which Grantee restrictions set forth in this Section 6(a)) following the Optionee’s termination of Employment, whether such termination occurs at the insistence of the Company or any Grantee’s its Affiliates cease to be direct or indirect members of EOC Parent or, if earlierthe Optionee (for whatever reason), the first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reasonOptionee will not, Grantee shall not (and, as applicable, shall cause each of his controlled Affiliates not to) directly or indirectly through another Person own any interest inindirectly, alone or in association with others, anywhere in the Territory, own, manage, controloperate, control or participate in (whether the ownership, management, operation or control of, or be connected as an officer, directoremployee (in a position or at a level similar to or above that performed by the Optionee during his/her Employment), managerinvestor, employeeprincipal, joint venturer, shareholder, partner, equity holder, member, agent, advisor, individual independent contractordirector, consultant, representative agent or otherwise with, or have any financial interest (through stock or other equity ownership, investment of capital, the lending of money or otherwise) in, any 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 (a “Competitor”), consult with, represent, render services for, or in any other manner engage in the Restricted Business in any geographic area where the Company Group conducts it; provided, except that nothing herein contained in this Section 6(a) shall prohibit Grantee and any prevent the Optionee’s wholly passive ownership of his controlled Affiliates, as applicable from (i) being a passive owner of not more than two percent (2%) or less of the outstanding stock equity securities of any class Competitor that is a publicly-traded company. For purposes of a corporation or entity which is publicly traded so long as Grantee (this Section 6(a), the “Business of the Company or any of Grantee’s controlled its Immediate Affiliates” is that of arts and crafts specialty retailer providing materials, if applicableideas and education for creative activities; provided, that the term “Competitor” shall not include any business, venture or activity whose gross receipts derived from the retail sale of arts and crafts products (aggregated with the gross receipts derived from the retail sale of arts and crafts projects of any related business, venture or activity) does not have any active participation in are less than ten percent (10%) of the management or other business aggregate gross receipts of such corporation businesses, ventures or entity activities. For purposes of this Section 6(a), the “Territory” is comprised of those states within the United States and those provinces of Canada in which the Company or any of its Immediate Affiliates was doing business at any time during the Optionee’s Employment, or with respect to the Optionee’s obligations following his or her termination of Employment the twelve (12) months immediately preceding the Optionee’s termination of Employment. For purposes of this Section, “Immediate Affiliates” means those Affiliates which are one of the following: (i) a direct or indirect subsidiary of the Company, (ii) being employed by a parent to the Company or otherwise providing services to any corporation (iii) a direct or entity, a division or indirect subsidiary of which is engaged in Restricted Businesses so long as Grantee issuch a parent.

Non-Competition. The Grantee acknowledges covenants and agrees that during the Grantee’s Employment and for a period of twelve (a12) 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, whether such termination occurs at all times while Grantee is employed with the Company Group, Grantee shall pursue all appropriate business opportunities insistence of the Company Group exclusively through or its Affiliates or the Company Group and (b) the Company Group would be irreparably damaged if Grantee (orfor whatever reason), if applicablethe Grantee will not, any of Grantee’s controlled Affiliates) were to provide services to any Person (including Grantee) engaged directly or indirectly, alone or in a Restricted Business association with others, anywhere in the Territory (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 first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall not (and, as applicable, shall cause each of his controlled Affiliates not to) directly or indirectly through another Person own any interest inown, manage, controloperate, control or participate in (whether the ownership, management, operation or control of, or be connected as an officer, directoremployee, managerinvestor, employeeprincipal, joint venturer, shareholder, partner, equity holder, member, agent, advisor, individual independent contractordirector, consultant, representative agent or otherwise with, or have any financial interest (through stock or other equity ownership, investment of capital, the lending of money or otherwise) in, any 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 venture or activity, a “Competitor”), consult with, represent, render services for, or in any other manner engage in the Restricted Business in any geographic area where the Company Group conducts it; provided, except that nothing herein contained in this Section 11(a) shall prohibit Grantee and any prevent the Grantee’s wholly passive ownership of his controlled Affiliates, as applicable from (i) being a passive owner of not more than two percent (2%) or less of the outstanding stock equity securities of any class Competitor that is a publicly-traded company. For purposes of a corporation or entity which is publicly traded so long as Grantee (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 conduct at any time during the Grantee’s controlled AffiliatesEmployment, if applicableor with respect to the Grantee’s obligations following his or her termination of Employment the twelve (12) does months immediately preceding the Grantee’s termination of Employment; provided, that the term “Competitor” shall not have include any active participation in business, venture or activity whose gross receipts derived from the management retail sale of arts and crafts products (aggregated with the gross receipts derived from the retail sale of arts and crafts projects of any related business, venture or other business activity) are less than ten percent (10%) of the aggregate gross receipts of such corporation businesses, ventures or entity activities. For purposes of this Section 11(a), the “Territory” is comprised of those states within the United States, those provinces of Canada, and any other geographic area in which the Company or (ii) being employed by any of its Immediate Affiliates was doing business or otherwise providing services actively planning to do business at any corporation or entity, a division or subsidiary of which is engaged in Restricted Businesses so long as Grantee istime during the

Non-Competition. Grantee acknowledges and New Valley hereby agrees that (a) at it will not, and will cause all times while Grantee is employed with the Company Groupof its subsidiaries not to, Grantee shall pursue all appropriate business opportunities of the 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 30 month period commencing on the Effective Date and ending on Closing Date, within the first United States, directly or indirectly, (1sti) anniversary engage in the broker-dealer business, whether as an owner (other than as an owner of less than 5% of the date on which Grantee shares of any publicly traded company) or an investor or any Grantee’s other capacity whatsoever; (ii) hire or solicit for employment (other than general public solicitations not directed at any specific person or group) any employee of any Ladenburg Company or Purchaser Company or any Person who was such an employee within six months of such hiring or solicitation; or (iii) interfere with, disrupt or attempt to disrupt the relationship between any Ladenburg Company, Purchaser or Purchaser Subsidiary and any of its lessors or customers. Notwithstanding clause (i) above, nothing herein shall prohibit New Valley and such Affiliates cease from making investments for their own accounts or from owning Purchaser Common Stock or engaging in any transactions contemplated by the Transaction Documents. New Valley expressly waives any right to assert inadequacy of consideration as a defense to enforcement of the non-competition provision of this Section 5.9 should such enforcement ever become necessary. New Valley also acknowledges that a remedy at law for any breach or attempted breach of this Section 5.9 will be inadequate and further agrees that any breach of this Section 5.9 will result in irreparable harm to the business of the Ladenburg Companies and the Purchaser Companies, and covenants and agrees not to oppose any demand for specific performance and injunctive and other equitable relief in case of any such breach or attempted breach. Whenever possible, each provision of this Section 5.9 shall be interpreted in such manner as to be direct effective and valid under applicable law but if any provision of this Section 5.9 shall be prohibited by or indirect members invalid under applicable law, such provision shall be ineffective to the extent of EOC Parent orsuch prohibition or invalidity, if earlierwithout invalidating the remainder of such provision or the remaining provisions of this Section 5.9. If any provision of this Section 5.9 shall, the first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee be judged by any court of competent jurisdiction to be invalid or unenforceable, such judgment shall not (andaffect, as applicable, impair or invalidate the remainder of this Section 5.9 but shall cause each be confined in its operation to the provision of his controlled Affiliates not to) this Section 5.9 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 involved in the Restricted Business controversy in any which such judgment shall have been rendered. In the event that the provisions of this Section 5.9 should ever be deemed to exceed the time or geographic area where limitations permitted by the Company Group conducts it; providedapplicable laws, that nothing herein then such provision shall prohibit Grantee and any of his controlled Affiliates, as be reformed to the maximum time or geographic limitations permitted by applicable from (i) being a passive owner of not more than two percent (2%) of the 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 or (ii) being employed by or otherwise providing services to any corporation or entity, a division or subsidiary of which is engaged in Restricted Businesses so long as Grantee islaw.

Non-Competition. Grantee acknowledges and agrees that (a) at all times while Grantee is employed with the Company Group, Grantee shall pursue all appropriate business opportunities (i) Each of the Company Group exclusively through Seller Parties, in order to induce the Company Group Buyer Parties to enter into this Agreement, expressly covenants 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 eighteen month period commencing on beginning immediately after the Effective Closing Date (the “Restricted Period”) such Seller Party will not, and ending on such Seller Party will cause its Affiliates not to, directly or indirectly, provide within the first Prohibited Area any hydraulic fracturing and stimulation services or cementing services (1stcollectively, the “Business Services”) anniversary using fracturing units other than fracturing units owned by GWES Holdings LLC or its subsidiaries (collectively, “GWES”) as of the date on of this Agreement which Grantee have aggregate horsepower of less than 58,000 horsepower or any Grantee’s Affiliates cease to be direct or indirect members of EOC Parent ormore than two cementing units, if earlier, respectively (the first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall not (and, as applicable, shall 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, manager, employee, partner, equity holder, member, agent, advisor, individual independent contractor, consultant, representative or otherwise“Capacity Limits”), consult with, represent, render services for, or in any other manner engage in the Restricted Business in any geographic area where the Company Group conducts it; provided, however, that nothing herein the parties acknowledge and agree the provisions of this Section 6.2(a)(i) shall prohibit Grantee not be deemed to prohibit: (A) the replacement or refurbishment by GWES of such existing equipment so long as the overall aggregate horsepower and any of his controlled Affiliates, as applicable from (i) being a passive owner of not more than two percent (2%) capacity of the outstanding stock total equipment used by GWES within the Prohibited Area during the Restricted Period does not exceed the referenced Capacity Limits; or (B) the ownership by any Seller Party or Affiliate of any Seller Party of any class of securities registered pursuant to the Securities Exchange Act of 1934, as amended; provided such investment is a corporation non-controlling interest and neither Wexford Capital LLC nor any of its Affiliates are actively involved in the management of such entity; or entity which is publicly traded so long as Grantee (C) the purchase by a Seller Party or any of Grantee’s controlled Affiliatesits Affiliates of the business or assets of a business or entity where the revenues from Business Services provided by such business or entity, if applicableas of its most recent fiscal year-end, did not exceed 20% of its total revenues (such business or assets comprising such Business Services being hereinafter referred to as the “Ancillary Business”), provided that the Ancillary Business (x) does not have any active participation involve fracturing units with aggregate horsepower in excess of 10,000 horsepower or more than two cementing units or (y) did not generate annual revenues in excess of $36 million as of its most recent fiscal year-end prior to such acquisition, and the Seller Party agrees not to and does not increase the aggregate horsepower or number of cementing units or change or expand the size, number or location of service centers or other facilities of the Ancillary Business in the management Prohibited Area during the Restricted Period other than relocation of facilities upon expiration of any lease or relocations within the same general area which do not materially change the scope or geographical reach of the business. If the Ancillary Business involves fracturing units with aggregate horsepower in excess of 10,000 horsepower or more than two cementing units or generated annual revenues in excess of $36 million as of its most recent fiscal year-end prior to such acquisition, then the Seller Party will offer or cause to be offered to the Buyer the right to purchase the Ancillary Business at a mutually agreed upon price or, failing such agreement, at the fair market value of such Ancillary Business as determined by an independent investment banking firm mutually agreeable to Buyer and the Sellers Representative. If the Buyer declines such offer to purchase or fails to commit to acquire such Ancillary Business within thirty (30) days after written notice to it of such offer and provision to it of all relevant information pertaining to the Ancillary Business in the possession of the Seller Party’s or their Affiliates, then the Seller Parties may continue to own and operate such Ancillary Business subject to the foregoing restrictions on increasing horsepower capacity or the number of cementing units or changing or expanding the size, number or location of service centers or other facilities in the Prohibited Area during the Restricted Period; provided further, that the provision of Business Services by GWES or any of their respective successors or assigns within the State of Texas using GWES’ existing equipment (or replacement equipment as referenced above) shall not violate this Section 6.2 provided such activities are managed from GWES’ respective offices or service centers existing as of the date hereof located in Oklahoma, or replacement facilities in substantially the same areas, consistent with business practices prior to the date of such corporation this Agreement. For the avoidance of doubt, (i) there shall be no restrictions on Sellers’ or entity their Affiliates’ ability to provide Business Services or any other services outside the Prohibited Area at any time and (ii) being employed by nothing herein shall restrict the Seller Parties or otherwise providing their Affiliates from conducting (A) nitrogen pumping services to any corporation or entity(B) fluid pumping services of 30 barrels per minute or less. Notwithstanding the foregoing, during the Restricted Period, the Seller Parties shall not, and shall cause their Affiliates not to, open a division service center within a 000-xxxx xxxxxx xx Xxxxxxxxxx, Xxx Xxxxxx; Cottondale, Alabama; Van Buren, Arkansas or subsidiary the Appalachian Basin out of which is engaged in Restricted Businesses so long as Grantee isnitrogen pumping services are performed.

Non-Competition. Grantee acknowledges and Provided that this Agreement has not been breached by the Corporation, the Employee agrees that he shall not at any time prior to one (a1) at all times while Grantee is employed year after the expiration or termination of his employment with the Company GroupCorporation, Grantee shall pursue all appropriate business opportunities of the 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 first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall not (and, as applicable, shall cause each of his controlled Affiliates not to) directly or indirectly through another Person own any interest inown, manage, controloperate, participate in (whether as be a director or an officer, director, manager, employee, partner, equity holder, member, agent, advisor, individual independent contractor, consultant, representative or otherwise), consult with, represent, render services foremployee of, or in a consultant to any other manner engage in the Restricted Business in any geographic area where the Company Group conducts it; providedperson, that nothing herein shall prohibit Grantee and any of his controlled Affiliatesbusiness, as applicable from (i) being a passive owner of not more than two percent (2%) of the outstanding stock of any class of a corporation or entity which is publicly traded so long as Grantee (or any of Grantee’s controlled Affiliatescorporation, if applicable) does not have any active participation in the management partnership, trust, limited liability company or other business of such corporation firm or entity or enterprise (ii"Person") being employed by or otherwise providing services to any corporation or entity, a division or subsidiary of which is engaged in Restricted Businesses marketing, selling or distributing products or in developing product candidates in the United States which contain technology meant to achieve all or some of the same effects as the Corporation’s Aversion® Technology and are directly competitive with: (a) the Corporation’s products or product candidates in development or (b) its licensee’s products or product candidates in development that contain Aversion® Technology. For avoidance of doubt, product candidates are as evidenced by the current written product development plan and/or business plan of the Corporation at the time of termination of the Employee's employment and/or described in the Corporation’s most recent filing on Form 10-K with the Securities and Exchange Commission as of the date of the termination of the Employee’s employment. If any of the provisions of this section, or any part thereof, is hereinafter construed to be invalid or unenforceable, the same shall not affect the remainder of such provision or provisions, which shall be given full effect, without regard to the invalid portions. If any of the provisions of this section, or any part thereof, is held to be unenforceable because of the duration of such provision, the area covered thereby or the type of conduct restricted therein, the parties agree that the court making such determination shall have the power to modify the duration, geographic area and/or other terms of such provision and, as so long modified, said provision shall then be enforceable. In the event that the courts of any one or more jurisdictions shall hold such provisions wholly or partially unenforceable by reason of the scope thereof or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Corporation's right to the relief provided for herein in the courts of any other jurisdictions as Grantee isto breaches or threatened breaches of such provisions in such other jurisdictions, the above provisions as they relate to each jurisdiction being, for this purpose, severable into diverse and independent covenants.

Non-Competition. Grantee acknowledges and agrees that (a) at all times while Grantee Employee agrees that during his employment by the Company (which shall be deemed to include the period in which Employee is employed receiving any severance payments set forth in Section 7(g) hereto) and for a period of three (3) years from the termination or expiration of Employee's employment with the Company Group(or Zygo as the case may be) (the "Non-Competitive Period"), Grantee Employee shall pursue all appropriate business opportunities of the Company Group exclusively through the Company Group and (b) the Company Group would be irreparably damaged if Grantee (ornot, 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 directly or any Grantee’s Affiliates cease to be direct or indirect members of EOC Parent or, if earlier, the first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall not (andindirectly, as applicableowner, shall cause each of his controlled Affiliates not to) directly or indirectly through another Person own any interest inpartner, managejoint venturer, controlstockholder, participate in (whether as an employee, broker, agent, principal, trustee, corporate officer, director, manager, employee, partner, equity holder, member, agent, advisor, individual independent contractor, consultant, representative or otherwise), consult with, represent, render services forlicensor, or in any other manner capacity whatsoever engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, or have any connection with, any business engaged in the Restricted Business research, development, testing, design, manufacture, sale, lease, marketing, utilization or exploitation of any products or services which are designed for the same purpose as, are similar to, or are otherwise competitive with, products or services of the Company, Zygo or any of their respective subsidiaries or affiliates which are being sold or provided or reasonably proposed to be provided at the time of termination or expiration of Employee's employment, in any geographic area where where, at the time of the termination or expiration of his employment hereunder, the business of the Company, Zygo or any of their respective subsidiaries or affiliates was being conducted or was proposed to be conducted in any manner whatsoever; PROVIDED, HOWEVER, that in the event Employee is terminated by the Company Group conducts it; providedwithout justifiable cause or for Good Reason, that nothing herein the Non-Competitive Period shall prohibit Grantee and any be reduced to the later of his controlled Affiliates, as applicable from (i) being a passive owner one (1) year from date of the termination of the benefits conferred upon the Employee pursuant to section 7(h)(ii)or (ii) three (3) years from the date of the Effective Time of the Merger; PROVIDED FURTHER, that Employee may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not more than to exceed at any one time two percent (2%) of the outstanding stock of any class of a corporation stock or entity which is publicly traded so long as Grantee (securities of such corporation. In addition, Employee shall not, directly or indirectly, during the Non-Competitive Period, request or cause contracting parties, suppliers or customers with whom the Company, Zygo or any of Grantee’s controlled Affiliatestheir respective subsidiaries or affiliates has a business relationship to cancel or terminate any such business relationship with the Company, if applicable) does not have Zygo or any active participation in of their respective subsidiaries or affiliates or solicit, interfere with, or entice from the management Company, Zygo or other business any of such corporation their respective subsidiaries or entity or (ii) being employed by affiliates, or otherwise providing services to hire, any corporation employee (or entityformer employee) of the Company, a division Zygo or subsidiary any of which is engaged in Restricted Businesses so long as Grantee istheir respective subsidiaries or affiliates.

Non-Competition. Grantee In consideration for the grant of this option, which Optionee acknowledges to be good and agrees that (a) at all times while Grantee is employed with the Company Groupvaluable consideration, Grantee shall pursue all appropriate business opportunities of the 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 Optionee agrees that during the period commencing on the Effective Date and ending on the first (1st) anniversary term 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 first (1st) anniversary of the date on which Grantee’s Optionee's employment or services with the Company Group terminates or any of its affiliates, and for any reasona period of 12 months thereafter, Grantee Optionee shall not (and, as applicable, shall cause each of his controlled Affiliates not to) directly or indirectly through another Person own do any interest in, manage, control, participate in of the following without the Company's prior written consent: (whether a) engage as an officer, director, managerowner, employee, partner, equity holder, member, agent, advisor, individual independent contractor, consultant, representative or otherwise), consult withwithin the United States, representof any business in competition with any facet of the business of the Company or any of its affiliates, render services for, or provided that the Optionee shall have the right to make passive investments in any other manner engage in the 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 (i) being a passive owner of not more than two percent (2%) of the outstanding stock of any class of a corporation or entity which is publicly traded so long as Grantee the Optionee does not participate in the business of such entity in violation of this Section 9; (b) in any manner interfere with the Company's (or any of Grantee’s controlled Affiliatesits affiliate's) business relationships with any of its customers or potential customers or otherwise urge any of such customers or potential customers to discontinue business or not to do business with the Company or any of its affiliates; or (c) hire, offer to hire, solicit, or endeavor to entice away any employee, agent, or consultant of the Company or any of its affiliates, or otherwise urge any such person to discontinue his or her relationship with Company or any of its affiliates, regardless of who initiated the communication. The parties agree that the terms of this Section 9 shall be given the broadest lawful and enforceable scope permissible for the protection of the Company and its affiliates, that the terms of this Section 9 are reasonable and necessary to protect the legitimate business interests of the Company and its affiliates, that any violation of this Section 9 would result in irreparable harm to the Company and its affiliates and that there is no adequate remedy at law for violations of this Section 9. Consequently, if applicablethe Optionee violates the provisions of this Section 9, this option (whether or not then exercisable) does not have shall become null and void, any active participation profit earned by the Optionee on the prior disposition of any shares of Common Stock underlying this option shall be disgorged and paid to the Company, and the Company or any of its affiliates shall be entitled, in the management or other business of such corporation or entity or (ii) being employed by or otherwise providing services addition to any corporation or entityother available remedies, to enjoin the Optionee in a division or subsidiary court of which is engaged in Restricted Businesses so long as Grantee iscompetent jurisdiction from violating the terms of this Section 9.

Non-Competition. Grantee acknowledges Seller has as at Closing, established the reputation of the Business. Seller undertakes and agrees with Purchaser that for a period of three (a3) at all times while Grantee is employed years after the Closing Date, except with the Company Groupconsent of Purchaser, Grantee shall pursue all appropriate business opportunities of the 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 first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee Seller shall not (andeither on its own account or in conjunction with or on behalf of any person, as applicablefirm or company whether by sales, shall cause each of his controlled Affiliates not to) marketing, investing, management or other activities, carry on, license or be engaged, concerned or interested, directly or indirectly through another Person own any interest inindirectly, manage, control, participate in (whether as an officera shareholder, 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 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 (i) being a passive owner of not more than two percent (2%) of the 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 or (ii) being employed by agent or otherwise providing services to in carrying on any corporation or entity, a division or subsidiary of business which is engaged in Restricted Businesses so long as Grantee isthe design, development, manufacture or sale of Products (a “Competitive Business”); provided, however, that the restrictions contained in this Section 8.5.1 will not prohibit, in any way: (i) the acquisition of a controlling interest or merger with any person, or a division or business unit thereof, acquired by or merged, directly or indirectly, into Seller or any of its Affiliates after the Closing Date if the Competitive Business accounts for five (5%) percent or less of the sales or five (5%) percent or less of the value of the acquired business at the date of such acquisition (whichever is the greater) and the Competitive Business is not anticipated to become greater than fifteen (15%) percent of such acquired business’s sales or value; (ii) the acquisition by Seller or any of its Affiliates, directly or indirectly, of a non-controlling ownership interest in any person or a division or business unit thereof, or any other entity engaged in a Competitive Business, if the Competitive Business accounts for fifteen (15%) percent or less of the sales or fifteen (15%) percent or less of the value of the acquired business at the date of such acquisition (whichever is the greater) and the Competitive Business is not anticipated to become greater than twenty percent (20%) of such acquired business’s sales or value; (iii) the acquisition by Seller or any of its Affiliates, directly or indirectly, of less than five (5%) percent of the publicly traded stock of any person engaged in a Competitive Business; (iv) provision of consulting services to any Person for the purpose of designing or manufacturing on behalf of Seller or any Seller Affiliate or selling to Seller or any Seller Affiliate components and parts solely for automotive applications other than those that would constitute Products; (v) consistent with the generally applicable Seller or any Seller Affiliate troubled supplier practices, direct or indirect activities of Seller or any Seller Affiliate to advise, operate, manage or finance a troubled supplier of Seller or its Affiliates; and (vi) the design, development, manufacture or sale of telematic modems and other telematics hardware and the communication of digital data for the remote resource management market for any kind of vehicle, including commercial vehicles, and derivatives of such hardware (collectively, “Competing HW”); provided that Seller does not provide subscription services (other than repair or replacement of defective hardware) associated with the use of Competing HW; and, provided, further, that Competing HW may be sold only to original equipment manufacturers, any distributor or reseller, and commercial users requiring volumes exceeding 5,000 units. For further clarification, Seller agrees not to market or sell products that combine all of the following features in one Competing HW unit: CDMA (EVDO), GPS, 802 technologies, Windows CE operating platform, USB/Serial/GPIO interfaces and 64MG internal memory capabilities.

Non-Competition. Grantee Employee acknowledges and agrees that (a) at all times while Grantee is employed with the Company Group, Grantee shall pursue all appropriate business opportunities of that Employee’s services to the Company Group exclusively through are unique in nature and that the Company Group and (b) the Company Group would be irreparably damaged if Grantee (or, if applicable, any of Grantee’s controlled Affiliates) Employee were to provide similar services to any Person (including Grantee) person or entity competing with the Company or engaged in a Restricted Business similar business. Employee accordingly covenants and agrees with the Company that during the period commencing with the date of this Agreement and ending on the later to occur of: (i) August 31, 2010; and (ii) (A) the second anniversary of the date of the termination of Employee’s employment with the Company if such termination arises as defined below) and that such competition a result of voluntary termination or retirement by Grantee (or, if applicable, any of Grantee’s controlled Affiliates) would result in a significant loss of goodwill Employee or termination by the Company Groupfor Cause, or (B) the first anniversary of the date of termination of Employee’s employment with the Company if such termination arises for any reason other than as provided in the preceding subparagraph 5(a)(ii)(A). ThereforeEmployment Agreement 3 (Heijermans) Employee shall not, Grantee agrees directly or indirectly, either for Employee or for any other individual, corporation, partnership, joint venture or other entity, participate in any business (including, without limitation, any division, group or franchise of a larger organization) that engages or which proposes to engage in the business of providing diving services in the Gulf of Mexico or any other business actively engaged in by the Company on the date of termination of Employee’s employment in the area or areas where the Company is conducting such business; provided that, until such time as the Company waives in writing any rights it may have to enforce the terms of this Section 5 (the “Waiver”), during the period commencing on the Effective Date date of the termination of Employee’s employment with the Company and ending on the first (1st) anniversary date on which either the non-competition provisions contained in this Section 5 terminate or the Waiver is delivered to Employee, whichever is earlier, the Company will pay to Employee either the amounts due under Section 7(d), if appropriate, or an amount equal to Employee’s Salary as of the date on Employee’s employment was terminated (which Grantee or will be paid over time in accordance with the Salary payment schedule in effect from time to time for senior management executives of the Company) and during such time period Employee shall be entitled to all insurance benefits received by other senior management executives of the Company. For purposes of this Agreement, the term “participate in” shall include, without limitation, having any Grantee’s Affiliates cease to be direct or indirect members of EOC Parent orinterest in any corporation, if earlierpartnership, the first (1st) anniversary of the date on which Grantee’s employment joint venture or services with the Company Group terminates for other entity, whether as a sole proprietor, owner, stockholder, partner, joint venturer, creditor or otherwise, or rendering any reasondirect or indirect service or assistance to any individual, Grantee shall not (andcorporation, as applicablepartnership, shall cause each of his controlled Affiliates not to) directly or indirectly through another Person own any interest in, manage, control, participate in joint venture and other business entity (whether as an a director, officer, director, manager, supervisor, employee, partner, equity holder, member, agent, advisor, individual independent contractor, consultant, representative consultant or otherwise), consult with, represent, render services for, ) but not ownership of 2% or in any other manner engage in the 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 (i) being a passive owner of not more than two percent (2%) less of the outstanding capital 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 or (ii) being employed by or otherwise providing services to any corporation or entity, a division or subsidiary of which is engaged in Restricted Businesses so long as Grantee ispublic company.

Non-Competition. Grantee Lessee acknowledges that upon and agrees that (a) at all times while Grantee is employed with the Company Groupafter any termination of this Lease, Grantee shall pursue all appropriate business opportunities any competition by any member of the Company Leasing Group exclusively through with any subsequent owner or subsequent lessee of the Company Group and Leased Property (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"Purchaser") would result in a significant loss of goodwill by cause irreparable harm to Lessor and any such Purchaser. To induce Lessor to enter into this Lease, Lessee agrees that, from and after the Company Group. Therefore, Grantee agrees that during date hereof and thereafter until the period commencing on the Effective Date and ending on the first fifth (1st5th) anniversary of the date on which Grantee termination hereof, no member of the Leasing Group nor any Person holding or controlling, directly or indirectly, any interest in any member of the Leasing Group (collectively, the "Limited Parties") shall be involved in any capacity in or lend any of their names to or engage in any capacity in any adult care residence or other similar senior housing facility (or any Grantee’s Affiliates cease to other facility included within the definition of Primary Intended Use), center, unit or program (or in any Person engaged in any such activity or any related activity competitive therewith), whether such competitive activity shall be direct or indirect members of EOC Parent or, if earlier, the first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall not (and, as applicable, shall 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, managerowner, employee, partner, equity holder, member, agent, advisor, individual independent contractor, consultantdeveloper, representative lender, sponsor, venture capitalist, administrator, manager, investor, partner, joint venturer, consultant or otherwise), consult with, represent, render services for, or other participant in any capacity whatsoever with respect to an adult care residence or other manner engage in the 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 (i) being a passive owner of not more than two percent (2%) of the outstanding stock of any class of a corporation or entity which is publicly traded so long as Grantee similar senior housing facility (or any other facility included within the definition of Grantee’s controlled AffiliatesPrimary Intended Use), if applicablecenter, unit or program located within a ten (10) does mile radius of the Leased Property. Lessee hereby acknowledges and agrees that none of the time span, scope or area covered by the foregoing restrictive covenants is or are unreasonable and that it is the specific intent of Lessee that each and all of the restrictive covenants set forth hereinabove shall be valid and enforceable as specifically set forth herein. Lessee further agrees that these restrictions are special, unique, extraordinary and reasonably necessary for the protection of Lessor and any Purchaser and that the violation of any such covenant by any of the Limited Parties would cause irreparable damage to Lessor and any Purchaser for which a legal remedy alone would not have any active participation in the management or other business of be sufficient to fully protect 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 Restricted Businesses so long as Grantee isparties.

Non-Competition. Grantee 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 (a) at all times while Grantee is employed with the Company Group, Grantee shall pursue all appropriate business opportunities of the Company Group exclusively through the Company Group and (b) the Company Group Business would be irreparably damaged if Grantee (or, if applicable, any of Grantee’s controlled Affiliates) such Party were to directly or indirectly provide services to any Person (including Grantee) engaged competing with the Business or engaging in a Restricted Business (as defined below) similar business and that such direct or indirect competition by Grantee (or, if applicable, any of Grantee’s controlled Affiliates) such Party would result in a significant loss of goodwill by the Company GroupBusiness. ThereforeIn further consideration for the Buyer’s payment of the Purchase Price under this Agreement (in respect of which payment each of the Equity Holders and the Seller expressly acknowledges that he or it derives a substantial and direct benefit), Grantee and in order to protect the value of the Business acquired by the Buyer hereunder (including the goodwill inherent in the Business as of the date hereof), each of the Equity Holders and the Seller hereby agrees that during the period commencing on the Effective Closing Date and ending on the first second (1st2nd) anniversary of the date on which Grantee or any Grantee’s Affiliates cease to be direct or indirect members of EOC Parent orClosing Date (the “Non-Competition Period”), if earlier, the first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee such Party shall not (and, as applicable, shall cause each of his controlled Affiliates not to) directly acquire or indirectly through another Person own hold any economic or financial interest in, manage, control, participate in (whether act as an officer, director, manager, employee, a partner, equity holder, member, agentstockholder, advisor, individual independent contractor, consultant, or representative or otherwise), consult with, representof, render any services forto, or otherwise operate or hold an interest in any Person (other manner engage 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 Restricted Business in any geographic area where the Company Group conducts ithospitality insurance industry; provided, however, that nothing contained herein shall be construed to prohibit Grantee and any such Party from purchasing up to an aggregate of his controlled Affiliates, as applicable from (i) being a passive owner of not more than two percent (2%) of the outstanding stock of any class of the outstanding voting securities of any other Person whose securities are listed on a corporation or entity which national securities exchange (but only if such investment 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 or (ii) being employed by or otherwise providing services to any corporation or entity, held on a division or subsidiary of which is engaged in Restricted Businesses so long as Grantee ispurely passive basis).

Non-Competition. Grantee acknowledges Employee and agrees Company expressly covenant and agree that (a) at all times while Grantee is employed with the Company Groupscope, Grantee shall pursue all appropriate Territory, time and other restrictions contained in this Agreement constitute the most reasonable and equitable restrictions possible to protect the business opportunities interest of the Company Group exclusively through given: (i) the Company Group business of the Company; (ii) the competitive nature of the Company's industry; and (biii) the Company Group that Employee's skills are such that he could easily find alternative, commensurate employment or consulting work in his field which would be irreparably damaged if Grantee (or, if applicable, not violate 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 the provisions of Grantee’s controlled Affiliates) would result in a significant loss of goodwill by the Company Groupthis Agreement. Therefore, Grantee agrees that during the for a period commencing on of two years from the Effective Date and ending on the first of Termination, Employee agrees (1stA) anniversary not to participate in any regulatory, administrative or judicial hearing or proceeding that has as a subject any aspect of the date on which Grantee Company's growth or expansion plans, unless Employee is required to do so by law, (B) not to accept employment, or be engaged as a director, consultant, agent or representative in any capacity, however described, of El Paso Energy Corporation, Sonat, Inc., Duke Energy Corporation, Enron or Columbia Energy Corporation or any Grantee’s Affiliates cease to be direct or indirect members of EOC Parent ortheir affiliates (the "Specified Companies), if earlierprovided, the first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reasonhowever, Grantee shall not (and, as applicable, shall cause each of his controlled Affiliates not to) directly or indirectly through another Person own any interest in, manage, control, participate in (whether as Employee may become such an officeremployee, director, managerconsultant, employeeagent or representative of any such Specified Company if the entity by which Employee is employed and/or serves as a director is acquired by or merged with any one of the Specified Companies during the two year period following the Effective Date of Termination, partner, equity holder, member, agent, advisor, individual independent contractor(C) not to accept employment or be engaged as a director, consultant, agent or representative in any capacity, however described, of any entity engaged, in any way, in constructing an electric generating plant which will be in commercial operation within the Territory within two years from the Effective Date of Termination, unless on behalf of an entity that owns or otherwise)operates an existing electric generating plant within the Territory as of the Effective Date of Termination, consult with, represent, render services forand (D) if Employee becomes employed by, or otherwise engaged by, an entity that is engaged, in any other manner engage way, in constructing an electric generating plant that will be in commercial operation within the Territory within three years of the Effective Date of Termination, not to participate in the Restricted Business in any geographic area where the Company Group conducts it; providedbidding, that nothing herein shall prohibit Grantee and any of his controlled Affiliatespermitting, as applicable from (i) being a passive owner of not more than two percent (2%) of the outstanding stock of any class of a corporation construction 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 public relations activities regarding 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 Restricted Businesses so long as Grantee isplant.

Non-Competition. 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 the 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 During the period commencing on the Effective Date date hereof and ending on the first (1st) tenth anniversary of the date on which Grantee or any Grantee’s Affiliates cease to be direct or indirect members of EOC Parent orClosing Date (the “Non-Compete Period”), if earlier, the first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall not (and, as applicableIcahn, shall cause each of his controlled Affiliates not to) not, without AREP’s prior written consent, directly or indirectly through another Person indirectly, for his own account, or in any interest incapacity on behalf of any other third person or entity, manage, control, participate in (whether as an officer, director, manager, employee, partner, equity holder, member, agent, advisor, individual independent contractorjoint venturer, consultant, representative investor or otherwise), consult with, represent, render services forengage, or assist others engaged, in whole or in part, in any other manner engage business deriving more than 25% of its revenues or income from providing investment management services (a “Competing Business”); provided that ownership of stock of a business shall not be deemed a violation of this Section 1 if and for so long as (x) the stock of such business is publicly traded, (y) such ownership does not exceed 5% of the aggregate outstanding equity interest of such business and (z) Icahn does not otherwise participate in the Restricted Business management, operations or affairs of such business. Notwithstanding the foregoing, nothing in any geographic area where this Non-Competition Agreement shall be construed to prohibit Icahn from rendering services to, acquiring an economic interest in or otherwise providing assistance to the Company Group conducts it; providedCompanies, that nothing herein shall prohibit Grantee and AREP or any of his their controlled Affiliates or any pooled investment vehicle which is advised or subadvised by AREP, the Companies or any of their controlled Affiliates, or providing investment management services (whether personally or as applicable from (ian employee or partner of a business formed for this purpose) being a passive owner solely on his own behalf or on behalf of not one or more than two percent (2%) of his family members, including trusts of which his family members are the outstanding stock principal beneficiaries and corporations, limited partnerships, limited liability companies or similar entities established solely for the benefit of, and wholly owned by, his family members. Furthermore, Icahn may notify AREP of any class proposed activity for the purpose of soliciting a corporation conclusion as to whether such activity would violate this Section 1. AREP agrees that it shall approve or entity which is publicly traded so long as Grantee (or any disapprove Icahn’s proposal within 30 days of Grantee’s controlled Affiliates, if applicable) does not have any active participation in the management or other business receipt of such corporation or entity or (ii) being employed by or otherwise providing services to any corporation or entitynotice. If AREP approves such activity for purposes of this Section 1, then such activity, as disclosed in Icahn’s request for approval, will not constitute a division or subsidiary violation of which is engaged in Restricted Businesses so long as Grantee isthis Section 1.

Non-Competition. 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 the 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 During the period commencing on the Effective Closing Date and ending on four (4) years after 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 orClosing Date, if earlierSellers shall not, the first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee shall not (and, as applicable, and shall cause each of his controlled their Affiliates not to) , directly or indirectly through another Person own indirectly, in any interest incapacity (i) develop, construct, lease, own, manage, controloperate or control any Prohibited Business that is located within the Territory, participate in (whether as an officer, director, manager, employee, partner, equity holder, member, agent, advisor, individual independent contractor, consultant, representative ii) manage or otherwise), consult with, represent, render provide management or consulting services forto, or in any other manner engage in the 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 (i) being a passive owner of not more than two percent (2%) of the 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 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 (iii) own a financial interest in, or lend money to, any Person that engages in any of the activities described in clauses (i) and (ii), above; provided, however, that Sellers may (x) acquire a Person that engages in the Prohibited Business, among other activities of such Person, in the 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 full fiscal year immediately prior to such acquisition, 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 Territory with any Person who is not directly engaged in the Prohibited Business in the Territory but which is an Affiliate of another Person engaged in the Prohibited Business in the Territory; provided, further, that nothing contained in this Section 10.8 shall prohibit or otherwise restrict Sellers’ current or future operation of inpatient 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 business line other than a Prohibited Business and thereafter complete such conversion within twelve (12) months after the completion of such corporation or entity or purchase). LifeCare shall have a period of sixty (ii60) being employed by or otherwise providing services days from and after the receipt of Sellers’ written offer to any corporation or entitynotify Sellers in writing of its decision to purchase such Prohibited Business. During such sixty (60) day period, a division or subsidiary Sellers shall grant LifeCare access to the plant, properties, equipment, books, records and personnel of which is engaged such Prohibited Business for purposes of LifeCare’s due diligence. If LifeCare timely notifies Sellers in Restricted Businesses so long as Grantee iswriting 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

Non-Competition. Grantee acknowledges and agrees that (a) at all times while Grantee is employed with For a period of five years after the Company GroupClosing Date (the "Restricted Period"), Grantee shall pursue all appropriate business opportunities of the 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 Seller 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 first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee Seller shall not (and, as applicable, and the Seller shall cause each of his controlled Affiliates the Remaining Subsidiaries and any Person Controlled by the Seller or the Remaining Subsidiaries not to) engage, directly or indirectly through another Person 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 (whether or be connected with, as an officer, director, manager, employee, partner, equity holderstockholder, member, agent, advisor, individual independent contractor, consultant, representative consultant or otherwise), consult with, represent, render services for, any Person which engages or intends to engage in any other manner engage a Xxxxxxx Competitive Business in the Restricted Business Territory. As a separate and independent covenant, the Seller further agrees with the Buyer that, during the Restricted 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 geographic area where way, directly or indirectly, for the Company Group conducts it; providedpurpose of conducting or engaging in any Xxxxxxx Competitive Business or selling, that nothing herein shall prohibit Grantee and 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 his controlled Affiliatesthem to leave the employ of Buyer, as applicable from the Seller Subsidiaries or the Business or violate the terms of their Contracts, or any employment arrangements. Notwithstanding the foregoing: (i) being a passive owner of the Seller shall not more than two percent (2%during and after the Restricted Period be prohibited by this Section 5.15(a) from distributing to customers of the outstanding stock of any class of a corporation Buyer, the Seller Subsidiaries or entity which is publicly traded so long as Grantee (the Business cheerleading and dance team products and soccer products or any of Grantee’s controlled Affiliatesfrom operating cheerleading and dance team camps and competitions for such customers, if applicable) does not have any active participation in the management or other business of such corporation or entity or and (ii) being employed by or otherwise providing services to any corporation or entityFox Athletic LLC, a division or subsidiary of which the Seller ("Red Fox"), is engaged hereby authorized to sell Uniforms to the Buyer pursuant to, and in accordance with, the terms and conditions of the Apparel Supply Agreement and Red Fox shall not be prohibited during and after the Restricted Businesses so long as Grantee isPeriod from selling Uniforms, provided that such Uniforms are sold by Red Fox, in bona fide arms-length transactions, only to distributors of such Uniforms that are not Affiliates of the Seller or Red Fox for resale only to retailers and not directly to schools or other customers.

Non-Competition. Grantee acknowledges and agrees that (a) at all times while Grantee is employed During the term of my employment with the Company Group, Grantee shall pursue all appropriate business opportunities of the 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 DOIL or any Grantee’s Affiliates cease to be direct or indirect members Affiliate of EOC Parent or, if earlier, the first (1st) anniversary DOIL and for a period of the date on which Grantee’s employment or services with the Company Group terminates [_____] after xxx termination of such xxxloyment for any reason, Grantee I shall not (andnot, as applicable, shall cause each of his controlled Affiliates not to) directly or indirectly through another Person own any interest inindirectly, manage, operate or control, or participate in (whether as an officerthe management, director, manager, employee, partner, equity holder, member, agent, advisor, individual independent contractor, consultant, representative operation or otherwise), consult with, represent, render services forcontrol of, or in any other manner engage in the 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 (i) being a passive owner of not more than two percent (2%) of the 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 or (ii) being become employed by or otherwise providing render advisory or other services to (other than in a capacity as a lawyer, accountant or consultant working for a law, accounting or nationally recognized consulting firm that has been retained by a Fund), any corporation business, whether in corporate, proprietorship or entitypartnership form or otherwise, a division or subsidiary of which is engaged in Restricted Businesses so long sponsoring, managing or serving as Grantee isthe investment advisor to private Funds that are excluded from the definition of "investment company" under the Investment Company Act and whose primary investment objective is to make private equity investments in or mezzanine loans to companies located in countries that are generally recognized by the financial community to be emerging markets (a "Competitive Fund"). Notwithstanding the foregoing, if my employment with both DOIL and all entities Affiliated with DOIL is terminated by DOIL xxx the entities Affiliated with DOIL fxx xny reason other than for Cause, the restrictions set forth in this Paragraph 2 shall cease and have no further force and effect, effective with such termination. For purposes hereof, my employment shall be deemed to be terminated for "cause" if my employment is terminated at any time under the following circumstances: (a) I fail to perform any of my material obligations in relation to my employment with DOIL or any Affiliate of DOIL (including, but not limited to, compliance with the terms of this Agreement) and fail to cure such failure within thirty (30) days after receiving written notice from DOIL or any Affiliate of DOIL; (b) DOIL or any Affiliate of DOIL reasonably believes that I have committed an act of fraud, theft or dishonesty against DOIL or any Affiliate of DOIL, including, without limitation, misappropriation of assets of DOIL and its Affiliates; or (c) I am convicted (or plead NOLO CONTENDERE to) any felony or any misdemeanor involving moral turpitude or a violation of any Securities Law or which might, in the reasonable opinion of DOIL or any Affiliate of DOIL, cause financial, reputational or regulatory harm to DOIL or any Affiliate of DOIL.

Non-Competition. Grantee acknowledges Seller, for and agrees that (a) at all times while Grantee is employed with the Company Group, Grantee shall pursue all appropriate business opportunities on behalf of the Company Group exclusively through the Company Group itself and (b) the Company Group would be irreparably damaged if Grantee (or, if applicable, any of Grantee’s its controlled Affiliates) were to provide services to any Person (including Grantee) engaged in , agrees that, for a Restricted Business (as defined below) and that such competition by Grantee (orperiod of three years after the Closing Date, 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 first (1st) anniversary of the date on which Grantee’s employment or services with the Company Group terminates for any reason, Grantee they shall not (and, as applicable, shall cause each of his controlled Affiliates not to) directly knowingly or indirectly through another Person own any interest inintentionally own, manage, controloperate, participate in (whether as an officer, director, manager, employee, partner, equity holder, member, agent, advisor, individual independent contractor, consultant, representative control or otherwise), consult with, represent, render services for, or in any other manner otherwise engage in the Restricted Business manufacture or sale of antiperspirant or deodorant products in any geographic area where the Company Group conducts itUnited States and Canada (a "Competitive Business"); provided, however, that nothing herein shall prohibit Grantee and prevent or be construed to prevent Seller or any of his its controlled AffiliatesAffiliates from doing any of the following: (A) acquiring any Person engaged in any Competitive Business (other than any Person primarily engaged in a Competitive Business) or any interest in any such Person and thereafter owning, as applicable from managing, operating or controlling such Person or otherwise engaging in any business engaged in by such Person; (iB) being a passive owner of not more than two engaging in transactions pursuant to the Transitional Manufacturing Agreement; (C) owning up to five percent (25%) of the outstanding stock voting equity securities or any non-voting equity or debt securities of any class Person primarily engaged in a Competitive Business whose securities are publicly traded on a national securities exchange or in the over-the-counter market; or (D) owning any equity interest through any employee benefit plan or pension plan. Notwithstanding anything to the contrary contained in this Section 5.13, Seller shall not be liable to the Purchasers for sales in the United States and Canada of products bearing the Mum trade name which have been manufactured or are in the process of being manufactured as of the Closing Date. For a corporation period of three years after the Closing, Seller, for and on behalf of itself and its controlled Affiliates, will not market any antiperspirant or entity deodorant product that bears a brand name which is publicly traded so long as Grantee (not then currently sold or marketed by Seller or any of Grantee’s controlled its Affiliates; provided that the exceptions set forth in clauses (A) through (D) above shall be equally applicable for the foregoing restriction. The parties hereto specifically acknowledge and agree that the remedy at law for any breach of the foregoing will be inadequate and that the Purchasers, if applicable) does not have any active participation in the management or other business of such corporation or entity or (ii) being employed by or otherwise providing services addition to any corporation other relief available to them, shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage. In the event that the provisions of this Section 5.13 should ever be deemed to exceed the limitation provided by applicable law, then the parties hereto agree that such provisions shall be reformed to set forth the maximum limitations permitted that are consistent with the intentions of the parties set forth in this Section 5.13. If any of the provisions contained in this Section 5.13 shall for any reason be held to be excessively broad as to time, duration, geographical scope, activity or entitysubject, a division it shall be construed, by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear. If, moreover, any one or subsidiary more of which is engaged the provisions contained in Restricted Businesses so long this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as Grantee isif such invalid, illegal or unenforceable provision had never been contained therein.