Common use of Non-Competition Clause in Contracts

Non-Competition. During his employment with the Company and the Non-Competition Period, Executive shall not, without the prior written consent of the Board, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (A) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (B) Executive obtains the prior written consent of the Company, which consent shall not be unreasonably withheld.

Non-Competition. During In exchange for the consideration described above in Section 5.01, Employee agrees that during his employment with the Company and for a period of six (6) months after he is no longer employed by the Non-Competition Period, Executive shall not, without the prior written consent of the Board, directly or indirectly, own, manage, operate, join, control, participate in, invest Company (unless his employment is terminated after a Change in or otherwise be connected or associated withControl, in any mannerwhich event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination of Employee), including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (A) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall Employee will not, directly or indirectly, have any responsibility whatsoever either as an individual, proprietor, stockholder (other than as a holder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which (i) is primarily engaged in the drilling and workover of oil and gas ▇▇▇▇▇ within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services whatsoever towhich the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment of, contract for services or work to be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be connected unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present offices, (ii) any of the Company's present rig yards and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or associated with such Competing Businessdefinitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if a company has separate divisions the two hundred (200) mile radius extends into another country or subsidiariesits territorial waters and the Company is not then doing business in that other country, some of which conduct a Competing Business and some of which conduct there will be no territorial limitations extending into such other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (B) Executive obtains the prior written consent of the Company, which consent shall not be unreasonably withheldcountry.

Non-Competition. During his employment with a. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and accordingly agrees as follows: (i) During the NonEmployment Term and, for a period of one year following the date Executive ceases to be employed by the Company (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, company, business entity or other organization engaged in a Competitive Business (as defined below), directly or indirectly solicit or assist in soliciting on behalf of any entity engaged in a Competitive Business, the business of any client or prospective client: (A) with whom Executive had personal contact or dealings on behalf of the Company during the one year period preceding Executive’s termination of employment; (B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company during the one-Competition year period immediately preceding Executive’s termination of employment; or (C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment. (ii) During the Restricted Period, Executive will not directly or indirectly: (A) engage in a Competitive Business; (B) enter the employ of, or render any services to, any person or entity (or any division of any person or entity) who or which engages in a Competitive Business; provided that Executive shall notnot be prohibited from rendering any services to any company that derives less than 10% of its revenues from a Competitive Business (a “Permitted Company”), without the prior written consent if such services or employment relate solely to a business of the BoardCompany that is not in competition with a Competitive Business; (C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, including as an individual, partner, shareholder, officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Businessconsultant; provided, however, a Competitive Business shall not include a Permitted Company, or (D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company and customers, clients, suppliers partners, members or investors of the Company of which it is reasonable to expect that nothing Executive is aware. (iii) For purposes of this Agreement, “Competitive Business” means the development, manufacture, license, sale or provision of products or services that the Company currently, or at any time during the Employment Term, sells, manufactures, licenses or provides, or has specific plans to do so, including without limitation styrenic block copolymers made by anionic polymerization. (iv) Notwithstanding anything to the contrary in this Agreement shall prevent Agreement, Executive from (A) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, indirectly own, managesolely as an investment, operatesecurities of any person engaged in a Competitive Business which is publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (i) is not a controlling person of, joinor a member of a group which controls, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall such person and (ii) does not, directly or indirectly, have own 5% or more of any responsibility whatsoever forclass of securities of such person. (v) During the Restricted Period, provide Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any services whatsoever toperson, company, business entity or other organization whatsoever, directly or indirectly: (A) solicit or encourage any employee of the Company to leave the employment of the Company; or (B) hire any such employee who was employed by the Company as of the date of Executive’s termination of employment with the Company or who left the employment of the Company coincident with, or otherwise be connected within six months prior to or associated after, the termination of Executive’s employment with such Competing Businessthe Company. Notwithstanding the foregoing, if following a company has separate divisions or subsidiariesChange in Control, some of which conduct a Competing Business and some of which conduct other businesses which are Executive will not Competing Businessesbe restricted from hiring any employee who is terminated without Cause following such Change in Control. (vi) During the Restricted Period, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall will not, directly or indirectly, have solicit or encourage to cease to work with the Company any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated individual consultant then under contract with any Competing Business of the same company, and (B) Executive obtains the prior written consent of the Company. b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 8 to be reasonable, which consent if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be unreasonably withheldrendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition. During his the Employment Period and for a period of one (1) year after the expiration or termination of Executive’s employment, whether by resignation or otherwise (except if Executive’s employment with is terminated by the Company and without Cause or by Executive for Good Reason or by an Accelerated Resignation or ends on the End of Term Date due to a Non-Competition PeriodRenewal Notice or ends due to the failure of a Successor Employer to assume and be bound by this Agreement), Executive shall not, without the prior written consent of the Board, directly or indirectly, ownenter into the employment of, render any services to, invest in, lend money to, engage, manage, operate, joinown or otherwise offer other assistance to, control, or participate in, invest in or otherwise be connected or associated with, in any manner, including as an officer, director, manager, employee, independent contractorprincipal, subcontractorproprietor, representative, stockholder, member, manager, partner, principalassociate, consultant, advisor, agent, proprietor, trustee consultant or investorotherwise, any person or entity that competes, plans to compete or is considering competing with the Company in any business of the Company existing or proposed at the time Executive shall cease to perform services hereunder (a “Competing Business; providedEntity”) in any state or with respect to any region of the United States, howeverin either case in which the Company conducts material operations (defined as accounting for 10% or more of the Company’s revenue), that nothing in or owns assets the value of which totals 10% or more of the total value of the Company’s assets, at any time during the term of this Agreement (collectively, the “Territory”). Notwithstanding the foregoing, Executive shall prevent Executive from (A) owning be permitted to own up to a five percent (5%) or less of the stock or other securities of equity interest in a publicly held corporationtraded Competing Entity. If Executive’s employment ends due to an Accelerated Resignation, so long as Executive does not in fact have the power post-termination restriction pursuant to control, or direct this subsection shall continue after the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding Date of Termination until the foregoing, if a company has separate divisions or subsidiaries, some End of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (B) Executive obtains the prior written consent of the Company, which consent shall not be unreasonably withheldTerm Date.

Non-Competition. During his employment with (a) Except as forth in the Company and final sentence of Section 4.02, Executive agrees that, unless otherwise specifically authorized by the Non-Competition PubliCo Board in writing, during the Restricted Period, Executive shall not, without and shall cause each of Executive’s controlled affiliates (other than the prior written consent Company) not to, directly or indirectly: (i) engage, consult, advise, own, operate, manage, control, invest in, provide services to or otherwise assist (as a director, officer, partner, principal, employee, member, consultant or in any other capacity) in any business that competes with the Company, as of termination of the BoardTerm, in any jurisdiction in which the Company is operating or is actively engaged in substantial preparations to operate (A) in the business of acquiring ground and rooftop leases underlying wireless cell sites or (B) in any other business in which the Company is actively engaged and that represents a material portion of the Company’s overall operations as of the termination of the Term (collectively, the “Business”); or (ii) except as provided in Section 5.04(b), be employed by, consult with or advise any Person that, directly or indirectly, ownengages in the Business. (b) This Section 5.04 shall not be deemed breached solely as a result of (i) the ownership by Executive of up to a two percent (2%) passive direct or indirect ownership interest in any public or private entity; (ii) Executive’s employment by, manage, operate, join, control, participate in, invest in or otherwise be connected or associated material association with, any organization or entity that competes with the Company in the Business so long as Executive’s employment or association is with a separately managed and operated division or affiliate of such organization or entity that itself does not compete with the Company in the Business and Executive has no business communications or involvement that relates to the Business; and (iii) Executive’s service on the board of directors (or similar body) of any manner, including organization or entity that competes with the Company in the Business as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee immaterial part of such organization or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (A) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, entity’s overall business so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only recuses himself from all matters relating to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (B) Executive obtains the prior written consent of the Company, which consent shall not be unreasonably withheldBusiness.

Non-Competition. During his employment with the Company and the Non-Competition Restricted Period, Executive the Employee shall not, without not (and shall cause the prior written consent of the Board, Employee’s controlled affiliates not to) directly or indirectlyindirectly (including through the Employee’s respective controlled affiliates or otherwise, including as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either for the Employee or for any other Person in the Restricted Territory, (a) perform duties, carry out activities, provide services, or otherwise engage in, for the Employee’s own benefit or for the benefit of any third party, any Competing Business in the Restricted Territory (i) in a position or capacity that is the same or substantially similar to the position the Employee held at, or the capacity in which the Employee performed duties for, the Company, or (ii) in a position or capacity in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, join, control, advise, or participate inin the ownership, invest in management, operation or otherwise control of, or be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investormanner with (where such connection is competitive with the business of the Company), any Competing Business; provided, howeveror (c) acquire (through merger, that nothing in this Agreement shall prevent Executive stock purchase or purchase of all or substantially all of the assets or otherwise) the ownership of, or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (Aor Competing Businesses) owning are more than five percent (5%) ), individually or less in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the stock most recent full fiscal year revenues of such person or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Businessentity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) of the issued and outstanding shares in a company has separate divisions listed on a recognized exchange that operates, in whole or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall notin part, directly or indirectlyindirectly as a Competing Business, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (B) Executive obtains the prior written consent of the Company, which consent this shall not be unreasonably withheldconstitute a breach of this Section 7.2.

Non-Competition. During Executive acknowledges that his employment with the Company has in the past and will, of necessity, provide him with specialized knowledge which, if used in competition with the Company could cause serious harm to the Company. Accordingly, the Executive agrees that during his employment with the Company and for a period of two (2) years after he is no longer employed by the Non-Competition PeriodCompany (unless his employment is terminated after a Change in Control, Executive shall not, without in which event there will be no covenant not to compete and the prior written consent provisions of the Board, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (A) owning five percent (5%) or less covenant not to compete herein contained will terminate on the date of termination of the stock or other securities of a publicly held corporation, so long as Executive) the Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall will not, directly or indirectly, have any responsibility whatsoever either as an individual, proprietor, stockholder {other than as a holder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers}, partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services or in any way engage in any business which provides, produces, leases or sells products or services whatsoever toof the same or similar type provided, produced, leased or sold by the Company and with regard to which Executive was engaged, or otherwise be connected over which Executive had direct or associated indirect supervision or control, within three (3) years preceding the Executive's termination of employment, in any area where the Company provided, produced, leased or sold such products or services at any time during the three (3) years preceding such termination of employment, or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which the Executive had direct or indirect supervision or control, within three (3) years preceding Executive's termination of employment, to or from any person, firm or entity which was a customer for such Competing Business. Notwithstanding products or services of the foregoingCompany during the three (3) years preceding such termination from whom the Company had solicited business during such three (3) years; or c. solicit, if a company has separate divisions aid, counsel or subsidiariesencourage any officer, some director, employee or other individual to: (i) leave his or her employment or position with the Company, (ii) compete with the business of which conduct a Competing Business and some the Company, or (iii) violate the terms of which conduct other businesses which are not Competing Businessesany employment, then non-competition or similar agreement with the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall notCompany; or d. employ, directly or indirectly; permit the employment of; contract for services or work to be performed by; or otherwise, have use, utilize or benefit from the services of any responsibility whatsoever forofficer, provide director, employee or any services whatsoever toother individual holding a position with the Company within two (2) years after the Date of Termination of employment of Executive with the Company or within two (2) years after such officer, director, employee or otherwise be connected or associated individual terminated employment with any Competing Business of the same company, and (B) Executive obtains the prior written consent of the Company, which consent shall not be unreasonably withheldwhichever occurs earlier.

Non-Competition. During his employment with Executive agrees that during the Company Employment period, and for the Non-Competition PeriodPeriod set forth below, Executive shall will not, without the prior written consent except as an employee of the BoardCompany, in any capacity for Executive or for others, directly or indirectly: (i) compete or engage anywhere in the geographic area comprised of (A) any county in which the Company maintains an office or does business, or (B) the area which consists of the fifty (50) mile radius surrounding the Executive’s primary place of business in Bend, Oregon (the “Market Area”), in any business that is the same or similar, or offers competing products and services which those offered by the Company; (ii) take any action to invest in, own, manage, operate, join, control, participate in, invest in be employed or otherwise engaged by, or be connected or associated with, in any mannermanner with any partnership, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (A) owning five percent (5%) or less of the stock corporation or other securities of business or entity engaging in a publicly held corporation, so long as Executive does not in fact have business the power to controlsame or similar, or direct which offers competing products and services as those offered by the management ofCompany anywhere within the Market Area; notwithstanding the foregoing, and Executive is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that maypermitted hereunder to own, directly or indirectly, ownup to one percent (1%) of the issued and outstanding securities of any publicly traded financial institution conducting business within the Market Area; (iii) call on, manageservice, operateor solicit competing business from customers or prospective customers of the Company if, joinwithin the twenty-four (24) months before the termination of Executive’s employment, controlExecutive had or made contact with the customer, participate inor had access or potential access to Proprietary Information or information and files about the customer; or (iv) call on, invest in solicit, or otherwise be connected or associated induce any employee of the Company whom Executive had contact with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever toknowledge of, or otherwise be connected or associated association with such Competing Business. Notwithstanding in the foregoing, if a company has separate divisions or subsidiaries, some course of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then employment with the restrictions imposed hereunder with respect Company to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (B) Executive obtains the prior written consent of terminate employment from the Company, which consent shall and will not be unreasonably withheldassist any other person or entity in such activities.

Non-Competition. During his employment with As described in Section 13(a) above, the Company will provide Executive with confidential information during the term of this Agreement. In exchange for the provision of this confidential information, and as a part of and aid to the Non-Competition enforcement of Executive’s obligations to keep such information confidential, Executive agrees that during the Restricted Period, the Executive shall will not, without within or with respect to the prior written consent geographical area of the BoardUnited States, Canada, and any of the other states, provinces or territories within the United States or Canada and any other country, territory, province or state in which the Company operates (including by contracting with customers or suppliers) or could reasonably be anticipated to operate during the Restricted Period (the “Restricted Area”), except in the furtherance of the Company’s Business directly or indirectly, indirectly own, manage, operate, joinlease, manage, control, participate in, invest consult with, advise, permit the Executive’s name to be used by, provide services for, or in any manner engage in (x) any business (including by the Executive or in association with any Person) that creates, designs, invents, engineers, develops, sources, markets, manufactures, distributes or sells any product or provides any service in or into the Restricted Area that may be used as a substitute for or otherwise competes with either the Company’s Business or any product or service of the Company carried out during the period commencing two (2) years prior to the date hereof and ending on the date of termination of the Restricted Period or contemplated during such period to be connected carried out by the Company or associated withany of its Affiliates, (y) any business (including by the Executive or in association with any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee Person) that provides services or investor, products to any Competing Businesscurrent or former customer of the Company or its Affiliates that are similar to or competitive with the services or products provided by the Company or its Affiliates to such current or former customers or (z) any activity that is in competition with the Company’s Business or any other business of the Company or any of its Affiliates; provided, however, provided that nothing in this Agreement Section 13(d) shall prevent be deemed to diminish, amend, affect or otherwise modify any other non-competition agreement or covenant binding on the Executive. Nothing in this Section 13(d) shall prohibit the Executive from (A) owning five percent (5%) or less securities having no more than 2% of the stock outstanding voting power of any publicly traded competitor, or other securities of participating as a publicly held corporation, passive investor in a private investment fund so long as such Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, active or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder managerial roles with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same companyinvestment, and (B) Executive obtains the prior written consent such private investment fund does not own more than 2% of any publicly traded company engaged in the Company, which consent shall not be unreasonably withheld’s Business.

Non-Competition. During his the Term and (i) for a three (3) year period following a termination of the Executive's employment with by the Company and for Cause or a voluntary termination by the Non-Competition PeriodExecutive without Employee Good Reason or (ii) for eighteen (18) months following the termination of the Executive's employment by the Executive with Employee Good Reason or by the Company without Cause, the Executive shall not, without the prior written consent of the Board, not directly or indirectly, whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or in any other capacity, other than on behalf of the Company or an affiliate or successor of the Company, organize, establish, own, operate, manage, operatecontrol, join, controlengage in, participate in, invest in, permit his name to be used by, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or business organization), or otherwise assist any person or entity that engages in or otherwise owns, invests in, operates, manages or controls any venture or enterprise which directly or indirectly, engages or proposes to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination of the Executive's employment (the "Business") or (B) in providing services that are similar to, may be connected used as substitutes for or associated withare in competition with the Business, anywhere in the world in which the Company or any mannerof its subsidiaries engages or proposes to engage in such Business. Notwithstanding the foregoing, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent the Executive from (A) owning for passive investment purposes not intended to circumvent this Agreement, less than five percent (5%) or less of the stock or other publicly traded equity securities of a publicly held corporation, any competing enterprise (so long as the Executive does not in fact have the has no power to control, or direct the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, joinadvise, controlconsult with or control the competing enterprise and no power, participate inalone or in conjunction with other affiliated parties, invest in or otherwise be connected or associated withto select a director, in any mannermanager, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever togeneral partner, or otherwise be connected or associated similar governing official of the competing enterprise other than in connection with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business normal and some of which conduct other businesses which are not Competing Businesses, then customary voting powers afforded the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated in connection with any Competing Business of the same company, and (B) Executive obtains the prior written consent of the Company, which consent shall not be unreasonably withheldpermissible equity ownership).

Non-Competition. During For and in consideration of the transactions contemplated by the Merger Agreement and the consideration the Executive will receive as a result thereby, Executive hereby agrees as follows: (a) Executive shall not during the period of his employment by or with the Company and for the Non-Competition PeriodApplicable Period (defined below), Executive shall notfor himself or on behalf of, without the prior written consent of the Board, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated conjunction with, in any mannerother person, including persons, company, partnership, limited liability company, corporation or business of whatever nature: (i) engage, as an officer, director, manager, member, shareholder, owner, partner, joint venturer, trustee, or in a managerial capacity, whether as an employee, independent contractor, subcontractoragent, stockholder, member, manager, partner, principal, consultant, consultant or advisor, agentor as a sales representative, proprietorin an entity that designs, trustee researches, develops, markets, sells or investor, any Competing Business; provided, however, licenses products or services that nothing in this Agreement shall prevent Executive from (A) owning five percent (5%) are substantially similar to or less competitive with the business of the stock Company that is located within seventy-five (75) miles of any market in which Company currently operates or other securities has plans to do business in at the time of a publicly held corporation, so long as Executive does not in fact have the power to controltermination; (ii) call upon any person who is at that time, or direct within the management ofpreceding twenty-four (24) months has been, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (B) Executive obtains the prior written consent employee of the Company, for the purpose, or with the intent, of enticing such employee away from, or out of, the employ of the Company or for the purpose of hiring such person for Executive or any other person or entity, unless any such person was terminated by the Company more than six (6) months prior thereto; (iii) call upon any person who, or entity that is then or that has been within one year prior to that time, a customer of the Company, for the purpose of soliciting or selling products or services in competition with the Company; or (iv) call upon any prospective acquisition or investment candidate, on the Executive’s own behalf or on behalf of any other person or entity, which consent candidate was known by Executive to have, within the previous twenty-four (24) months, been called upon by the Company or for which the Company made an acquisition or investment analysis or contemplated a joint marketing or joint venture arrangement with, for the purpose of acquiring or investing or enticing such entity into a joint marketing or joint venture arrangement. For purposes of this Section 5: · the term “Company” shall not be unreasonably withheld.deemed to include the Company, C▇▇▇▇▇ ▇▇, LIBB and any of its respective subsidiaries; and

Non-Competition. During Section 7.1 The restrictive covenants contained in this Article VII and in Article VIII hereof are supported by consideration to Employee hereunder. As a material incentive for the Company to enter into this Agreement, Employee hereby agrees that he will not at any time during his employment with by the Company and for a period commencing on the date of termination of his employment and continuing until the expiration of 24 months (the “Non-Competition Period”), directly or indirectly, for himself or for others, in any state of the United States, or in any foreign country where the Company or any of its affiliates is then conducting any business: (a) engage in any business that is directly competitive with activities conducted by the Company (or any of the Company’s subsidiaries or divisions), which activities conducted by the Company (or any of the Company’s subsidiaries or divisions) represent in the aggregate greater than 25% of the Company’s proforma consolidated revenues in 2001; (b) render advice or services to, or otherwise assist, any other person or entity who is engaged, directly or indirectly, in any business that is directly competitive with activities conducted by the Company (or any of the Company’s subsidiaries or divisions), which activities conducted by the Company (or any of the Company’s subsidiaries or divisions) represent in the aggregate greater than 25% of the Company’s proforma consolidated revenues in 2001; or (c) transact any business in any manner pertaining to suppliers or customers of the Company or any affiliate which, in any manner, would have, or is likely to have, an adverse effect upon the Company or any affiliate. The foregoing shall not prohibit Employee’s continued participation in those activities in which he is engaged on the date hereof and which have been disclosed to the Company. Notwithstanding the foregoing, in the event of termination of this Agreement pursuant to Section 4.1(d), 4.1(e) or 4.2(a), the prohibitions of this Article VII shall no longer apply at such time as Employee waives his right to receive any further payments under Section 4.1(d), 4.1(e) or 4.2(a), as the case may be. Section 7.2 Employee understands that the foregoing restrictions may limit his ability to engage in a business similar to the Company’s business in specific areas of the world for the Non-Competition Period, Executive shall notbut acknowledges that he will receive sufficiently high remuneration and other benefits from the Company hereunder to justify such restriction. In addition to any remedies provided under applicable law, without the prior written consent Company and Employee agree that during the period the Company is paying compensation and benefits to Employee pursuant to Articles III or IV hereof, the Company’s remedy for breach of the Boardprovisions of this Article VII shall include, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise but shall not be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (A) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever limited to, or the termination of all compensation and all benefits to Employee otherwise be connected or associated with such Competing Business. Notwithstanding provided under this Agreement. Section 7.3 It is expressly understood and agreed that the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business Company and some of which conduct other businesses which are not Competing Businesses, then Employee consider the restrictions imposed hereunder with respect contained in Section 7.1 hereof to Competing Businesses shall apply only to be reasonable and necessary for the divisions or subsidiaries purposes of such company that conduct preserving and protecting the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, good will and (B) Executive obtains the prior written consent proprietary information of the Company, which consent shall not nevertheless, if any of the aforesaid restrictions is found by a court having jurisdiction to be unreasonably withheldunreasonable, over broad as to geographic area or time or otherwise unenforceable, the parties intend for the restrictions therein set forth to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced.

Non-Competition. During The Employee acknowledges that he will acquire specialized knowledge and experience in the business of the Company and its Affiliates and that if his employment knowledge, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the Non-Competition Periodbenefits specified in this Agreement, Executive the Employee agrees that during the Employee's employment by the Company and for a period of one (1) year thereafter, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration of the Employment Term), the Employee shall not, without unless acting pursuant hereto or with the prior written consent of the Board, directly or indirectly, ownrender any services of a business, managecommercial, operateor professional nature to any Person, joinwhether for compensation or otherwise, controlwithin the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, participate in, invest in or otherwise be connected solicit for employment or associated with, in any mannerother fashion hire any of the employees or agents of the Company or its Affiliates or, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investorwith respect to the two (2) year period referred to above, any Competing Businessperson who was an employee or agent of the Company or its Affiliates at any time within six months prior to the termination of employment hereunder; provided, however, that nothing this provision shall terminate in this Agreement shall prevent Executive from (A) owning five percent (5%) or less the event the employment of the stock or other securities Employee is terminated by the Company in violation of a publicly held corporationSection 10 hereof. For the purpose of this Section 8, so long as Executive does not the phrases "in fact have the power to control, or direct the management of, competition with" and is not otherwise associated "in conflict with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (B) Executive obtains the prior written consent of the Company, which consent " shall not be unreasonably withhelddeemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Company or any Affiliate. In the event that the provisions of this Section should ever be adjudicated to exceed the time, geographic, service or product limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service or product limitations permitted by applicable law.

Non-Competition. During Executive acknowledges that his employment with the Company has in the past and will, of necessity, provide him with specialized knowledge which, if used in competition with the Company could cause serious harm to the Company. Accordingly, the Executive agrees that during his employment with the Company and for a period of one (1) year after he is no longer employed by the Non-Competition PeriodCompany (unless his employment is terminated after a Change in Control, Executive shall not, without in which event there will be no covenant not to compete and the prior written consent provisions of the Board, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent covenant not to compete herein contained will terminate on the date of termination of Executive) Executive from (A) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall will not, directly or indirectly, have any responsibility whatsoever either as an individual, proprietor, stockholder {other than as a holder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers}, partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services or in any way engage in any business which provides, produces, leases or sells products or services whatsoever toof the same or similar type provided, produced, leased or sold by the Company and with regard to which Executive was engaged, or otherwise be connected over which Executive had direct or associated indirect supervision or control, within one (1) year preceding the Executive's termination of employment, in any area where the Company provided, produced, leased or sold such products or services at any time during the one (1) year preceding such termination of employment; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which the Executive had direct or indirect supervision or control, within one (1) year preceding Executive's termination of employment, to or from any person, firm or entity which was a customer for such Competing Business. Notwithstanding products or services of the foregoingCompany during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, if a company has separate divisions aid, counsel or subsidiariesencourage any officer, some director, employee or other individual to (i) leave his or her employment or position with the Company or (ii) compete with the business of which conduct a Competing Business and some the Company, or (iii) violate the terms of which conduct other businesses which are not Competing Businessesany employment, then non-competition or similar agreement with the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall notCompany; or d. employ, directly or indirectly; permit the employment of; contract for services or work to be performed by; or otherwise, have use, utilize or benefit from the services of any responsibility whatsoever forofficer, provide director, employee or any services whatsoever toother individual holding a position with the Company within two (2) years after the Date of Termination of employment of Executive with the Company or within two (2) years after such officer, director, employee or otherwise be connected or associated individual terminated employment with any Competing Business of the same company, and (B) Executive obtains the prior written consent of the Company, which consent shall not be unreasonably withheldwhichever occurs earlier.

Non-Competition. (a) During his employment with the Employment Period and (i) for a period of one year after the termination of this Agreement pursuant to Sections VII(b), VII(c), VII(d) or at the option of the Employee pursuant to Section VII(a) or expiration thereof or (ii) in the event of termination of this Agreement by the Company and without cause under Section VII (a) for the Non-Competition Notice Period, Executive shall not, without the prior written consent of the Board, Employee will not directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, including : (i) as an individual, proprietor, partner, stockholder, officer, employee, director, employeejoint venturer, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, lender, or in any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from other capacity whatsoever (A) owning five other than as the holder of not more than one percent (51%) or less of the total outstanding stock or other securities of a publicly held corporationcompany), so long as Executive does engage in the business of developing, producing, marketing or selling products or services of the kind or type developed or being developed, produced, marketed or sold by the Company or any subsidiary of the Company while the Employee was employed by the Company provided that the foregoing restriction shall not in fact have apply after the power end of the Employment Period to controlactivities that are not related to the Company's year 2000 business activities.; or (ii) recruit, solicit or induce, or direct the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any mannerattempt to induce, any Competing Business, provided that Executive shall not, directly employee or indirectly, have any responsibility whatsoever for, provide any services whatsoever toemployees of the Company to terminate their employment with, or otherwise be connected cease their relationship with, the Company; or (iii) solicit, divert or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever totake away, or otherwise be connected attempt to divert or associated with take away, the business or patronage of any Competing Business of the same companyclients, and (B) Executive obtains the prior written consent customers or accounts, or prospective clients, customers or accounts, of the Company which were contacted, solicited, served or known by the Employee while employed by the Company. (b) If any restriction set forth in this Section IX is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which consent it may be enforceable. (c) The restrictions contained in this Section IX are necessary for the protection of the business and goodwill of the Company and are considered by the Employee to be reasonable for such purpose. The Employee agrees that any breach of this Section IX will cause the Company substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Company shall not be unreasonably withheldhave the right to seek specific performance and injunctive relief.

Non-Competition. During his employment with During (a) the Company Employment Term and (b) for one year thereafter only in the Non-Competition Periodevent that such Employment Term is terminated under any of Section 8.1 (Voluntary Resignation), Executive 8.2 (Partial or Total Disability) or 8.4 (Cause) hereof, the Employee shall not, without unless acting as an employee pursuant hereto or with the prior written consent of the K-Tron Board, directly or indirectly, own, manage, operate, finance, join, controlcontrol or participate in the ownership, participate inmanagement, invest in operation, financing or otherwise control of, or be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietorrepresentative, trustee consultant or investorotherwise with, or use or permit his name to be used in connection with, any Competing Businessbusiness or enterprise engaged in the business of designing, engineering, manufacturing, marketing, selling or distributing feeding, pneumatic conveying or size reduction equipment, or in any other business then engaged in by K-Tron or any other member of the K-Tron Group, within (x) any state of the United States or the District of Columbia or (y) any other country in which K-Tron or any other member of the K-Tron Group has engaged in any such business within the prior year or is about to engage in any such business; provided, however, that nothing in this Agreement shall prevent Executive from (A) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (B) Executive obtains the prior written consent of the Company, which consent this provision shall not be unreasonably withheldconstrued to prohibit the passive ownership by the Employee of not more than 1% of the equity of any entity which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In the event that the provisions of this Section 5 should ever be adjudicated to exceed the time, geographic, product or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, product or other limitations permitted by applicable law.

Non-Competition. During a. Subject to the provisions of paragraph (b) hereof, Executive agrees that, for the period commencing on the date hereof and ending two years after the termination of his employment with the Company and the Non-Competition Periodfor any reason, Executive he shall not, without in any country in the prior written consent world in which the Company then engages in the Business (or in such lesser area or for such lesser period as may be determined by a court of competent jurisdiction to be a reasonable limitation on the Boardcompetitive activity of Executive), directly or indirectly: (i) engage, ownas an employee, manageofficer, operate, join, control, participate in, invest independent contractor or in or otherwise be connected or associated withany other capacity, in any manneractivity for or on behalf of any person or entity (other than the Company) in a line of business competitive with the Business or any aspect thereof or engage in any manner in the Business; (ii) except for the benefit of the Company, solicit or attempt to solicit business of entities who were providers for, or customers of, the Company at any time within the prior two years (including prospective providers or customers solicited by the Company) for products or services the same or similar to those offered, sold, produced or under development by the Company, or dealt in by Executive, during his employment therewith; (iii) interfere with the Company, the Business or the conduct thereof by the Company, or otherwise divert or attempt to divert from the Company any business whatsoever; (iv) hire, solicit or attempt to solicit for participation or employment in any business endeavor any employee of the Company; (v) use the name of the Company or any name used by the Company, or any name similar to any thereof, whether or not registered; or (vi) render any services as an officer, director, employee, independent contractorpartner, subcontractorconsultant or otherwise to, or have any interest as a member, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee lender or investorotherwise in, any Competing Business; providedperson or entity that is engaged in activities which, howeverif performed by Executive, that nothing in would violate this Agreement Section 7. The foregoing shall not prevent Executive from (A) owning purchasing up to five percent of the voting securities of any other entity, the securities of which are publicly-traded, during the time which the Executive is actively employed by the Company. b. In the event Executive's employment is terminated under the circumstances contemplated by paragraphs (5%c) or less (d) of Section 5, the stock or other securities obligations of a publicly held corporation, Executive set forth under this Section 7 shall only continue in effect so long as the Company continues to pay to Executive does not his Base Salary (in fact have the power to control, or direct intervals set forth in Section 3(a)) during the management of, and is not otherwise associated with, one-year period following termination of such corporation, or (B) performing services for an investment bank, investment advisor or investment fund employment. c. Executive agrees that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to on competition set forth in this Section 7 are reasonable and are properly required for the divisions or subsidiaries adequate protection of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same companyCompany. Executive represents that his experience, capabilities and (B) Executive obtains circumstances are such that the prior written consent provisions of the Company, which consent shall this Section 7 will not be unreasonably withheldprevent him from earning an appropriate livelihood.

Non-Competition. During his employment For the purpose of this Section 3, a company, entity, or person shall be deemed in competition with the Company and Company, if any company, entity, or person engages in the Non-Competition Periodelectronic design automation (the "EDA") industry or, Executive shall not, without to the prior written consent knowledge of the BoardEmployee, directly or indirectly, own, manage, operate, join, control, participate in, invest has definitive plans to engage in or otherwise be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, the EDA industry. The parties confirm that nothing in this Agreement shall prevent Executive from (A) owning five percent (5%) or less it is reasonably necessary for the protection of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have Company that the power to control, or direct the management ofEmployee agree, and is not otherwise associated withaccordingly, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund the Employee does hereby agree that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall he will not, directly or indirectly, have except for the benefit of the Company, at any responsibility whatsoever fortime during his employment hereunder and thereafter during the Restricted Period, provide any services whatsoever toas hereinafter defined, from the date of termination of this Agreement provided the Company shall duly perform its obligations to the Employee pursuant to this Agreement: (i) Become an officer, director, partner, associate, employee, owner, agent, creditor, independent contractor, or otherwise otherwise, or be connected interested in or associated with such Competing Businessany other EDA company, firm or business engaged, in any geographical area in which the Company is engaged, in making or selling one or more EDA products competitive with a product or products made or sold by Company now or during the term of this Agreement. Notwithstanding However, after obtaining the foregoingprior approval from the Company, if the Employee may devote reasonable periods required for serving as a company has separate divisions director or subsidiariesmember of any Company, some partnership, trust or other entity ("Entity") organization involving no conflict of which conduct a Competing Business and some interest with the interests of which conduct other businesses which are the Company or his personal affairs so long as the same does not Competing Businessesinterfere with the performance of his duties hereunder; (ii) Solicit, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions cause or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall notauthorize, directly or indirectly, have any responsibility whatsoever forto be solicited for or on behalf of himself or third parties, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business from parties who were customers of the same companyCompany in the EDA industry at any time within six (6) months prior to the cessation of his employment hereunder, and any business competitive to the business transacted by the Company with such customers in the EDA industry; (Biii) Executive obtains Accept or cause or authorize, directly or indirectly, to be accepted for or on behalf of himself or third parties, any such business in the prior written consent EDA industry from any such customers of the Company, which consent shall not be unreasonably withheld.Company as defined in the preceding subsection;

Non-Competition. During his employment with Except as set forth in this Section 13, the Shareholder agrees that, to assure that Parent will retain the value of the business of the Company and the Non-Competition Period, Executive shall not, without Company Subsidiaries as a "going concern," for a period of five years beginning on the prior written consent earlier of the BoardEffective Time or the Option Closing, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (A) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive Shareholder shall not, directly or indirectly, through one or more affiliates, engage or have any responsibility whatsoever foran interest, provide any services whatsoever toanywhere in the United States or Europe, alone or in association with others, as partner or stockholder or through the investment of capital, lending of money or property, or otherwise otherwise, in any business that competes with the products and services provided by the Company or any Company Subsidiary as of such date; provided, however, that it shall not be connected a violation of this Section 13 for the Shareholder or associated with such Competing Business. Notwithstanding any of its affiliates to (i) invest in securities representing less than 10 percent of the foregoingoutstanding capital stock of any Person, if a company has separate divisions or subsidiaries, some the securities of which conduct are publicly traded or listed on any securities exchange or automated quotation system, or (ii) invest in, own an interest in or acquire, in a Competing Business single transaction or series of transactions, all or a majority of the equity interests in, or assets of, any Person that did not derive at least 25 percent of its consolidated net revenue during its last completed fiscal year from any business that competes with the products and some services provided by the Company or any Company Subsidiary as of which conduct other businesses which are not Competing Businessesthe date referenced above. During the three years beginning on the earlier of the Effective Time or the Option Closing, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive Shareholder shall not, directly or indirectly, have through one or more affiliates, on behalf of itself or any responsibility whatsoever forother Person, provide (i) recruit or otherwise solicit or induce any services whatsoever toperson who is an employee of, or otherwise be connected engaged by, Parent, the Company or associated any Company Subsidiary or any of their successors to terminate his or her employment or other relationship with Parent, the Company or any Competing Business Company Subsidiary or (ii) offer employment to or employ a person who is at that time an employee (other than secretarial or clerical employees) of Parent, the Company or any Company Subsidiary or who was such an employee within two years of the same companytime of such offer of employment. The foregoing shall not, and (B) Executive obtains however, prohibit the prior written consent Shareholder or any of the Company, which consent shall not be unreasonably withheldits affiliates from publishing any general public solicitation of employment opportunities.

Non-Competition. During The Executive acknowledges and recognizes his employment with possession of Confidential Information and acknowledges the highly competitive nature of the business of the Company and its franchisees and subsidiaries and accordingly agrees that, in consideration of the Non-Competition Periodpremises contained herein, Executive shall he or she will not, without during the prior written consent term of this Agreement, as from time to time extended, and for one year after the date of termination of this Agreement, regardless of the Boardreason for his or her termination, directly engage or indirectlyinvest in, own, manage, operate, joinfinance, control, or participate inin the ownership, invest in management, operation, financing, or control of, be employed by, lend his or her name to, lend his or her credit to, or render services or advice to any business that competes with the business then being conducted by the Company or any of its franchisees or subsidiaries, or that had been conducted by the Company or any of its franchisees or subsidiaries during the prior 12 months; provided, however, that the Executive may purchase or otherwise be connected acquire up to three percent of any class of securities of any enterprise if such securities are listed on any national or associated withregional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934, as amended. The Executive agrees that, in any mannerconsideration of the premises contained herein, including he or she will not, during the term of this Agreement, as from time to time extended, and for one year after the date of termination of this Agreement, regardless of the reason for his or her termination, either individually or as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee consultant or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (A) owning five percent (5%) or less principal of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that mayanother business firm, directly or indirectly, own, manage, operate, join, control, participate in, invest in solicit any business of the type being carried on by the Company or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions its franchisees or subsidiaries during the term of such company this Agreement (or any business of a similar type) from any person or entity that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business was a customer of the same company, and (B) Executive obtains Company or its franchisees or subsidiaries during the prior written consent term of the Company, which consent shall not be unreasonably withheldthis Agreement.

Non-Competition. During Section 7.1 The restrictive covenants contained in this Article VII and in Article VIII hereof are supported by consideration to Employee hereunder. As a material incentive for the Company to enter into this Agreement, Employee hereby agrees that he will not at any time during his employment with by the Company and for a period commencing on the date of termination of his employment and continuing until the expiration of 24 months (the "Non-Competition Period"), directly or indirectly, for himself or for others, in any state of the United States, or in any foreign country where the Company or any of its affiliates is then conducting any business: (a) engage in any business that is directly competitive with activities conducted by the Company (or any of the Company's subsidiaries or divisions), which activities conducted by the Company (or any of the Company's subsidiaries or divisions) represent in the aggregate greater than 25% of the Company's proforma consolidated revenues in 2001; (b) render advice or services to, or otherwise assist, any other person or entity who is engaged, directly or indirectly, in any business that is directly competitive with activities conducted by the Company (or any of the Company's subsidiaries or divisions), which activities conducted by the Company (or any of the Company's subsidiaries or divisions) represent in the aggregate greater than 25% of the Company's proforma consolidated revenues in 2001; or (c) transact any business in any manner pertaining to suppliers or customers of the Company or any affiliate which, in any manner, would have, or is likely to have, an adverse effect upon the Company or any affiliate. The foregoing shall not prohibit Employee's continued participation in those activities in which he is engaged on the date hereof and which have been disclosed to the Company. Notwithstanding the foregoing, in the event of termination of this Agreement pursuant to Section 4.1(d), 4.1(e) or 4.2(a), the prohibitions of this Article VII shall no longer apply at such time as Employee waives his right to receive any further payments under Section 4.1(d), 4.1(e) or 4.2(a), as the case may be. Section 7.2 Employee understands that the foregoing restrictions may limit his ability to engage in a business similar to the Company's business in specific areas of the world for the Non-Competition Period, Executive shall notbut acknowledges that he will receive sufficiently high remuneration and other benefits from the Company hereunder to justify such restriction. In addition to any remedies provided under applicable law, without the prior written consent Company and Employee agree that during the period the Company is paying compensation and benefits to Employee pursuant to Articles III or IV hereof, the Company's remedy for breach of the Boardprovisions of this Article VII shall include, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise but shall not be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (A) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever limited to, or the termination of all compensation and all benefits to Employee otherwise be connected or associated with such Competing Business. Notwithstanding provided under this Agreement. Section 7.3 It is expressly understood and agreed that the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business Company and some of which conduct other businesses which are not Competing Businesses, then Employee consider the restrictions imposed hereunder with respect contained in Section 7.1 hereof to Competing Businesses shall apply only to be reasonable and necessary for the divisions or subsidiaries purposes of such company that conduct preserving and protecting the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, good will and (B) Executive obtains the prior written consent proprietary information of the Company, which consent shall not nevertheless, if any of the aforesaid restrictions is found by a court having jurisdiction to be unreasonably withheldunreasonable, over broad as to geographic area or time or otherwise unenforceable, the parties intend for the restrictions therein set forth to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced.

Non-Competition. During his A. Subject to Article 2. B. below, Employee, during Employee’s period of employment with ARAMARK, and for a period of two years following the Company and the Non-Competition Periodvoluntary or involuntary termination of employment, Executive shall not, without the prior ARAMARK’s written consent of the Boardpermission, which shall be granted or denied in ARAMARK’s sole discretion, directly or indirectly, ownassociate with (including, managebut not limited to, operateassociation as a sole proprietor, joinowner, control, participate in, invest in or otherwise be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manageremployer, partner, principal, investor, joint venturer, shareholder, associate, employee, member, consultant, advisorcontractor or otherwise), agent, proprietor, trustee or investoracquire or maintain ownership interest in, any Competing Business; Business which is competitive with that conducted by or developed for later implementation by ARAMARK at any time during the term of Employee’s employment, provided, however, that nothing in this Agreement shall prevent Executive from if Employee’s employment is (Ai) owning five percent involuntarily terminated by ARAMARK for any reason other than Cause (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporationdefined herein), or (Bii) performing services terminated by Employee for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest Good Reason (as defined in or otherwise be connected or associated with, Exhibit A) at any time following a Change of Control (as defined in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing BusinessesExhibit A), then the restrictions imposed hereunder with respect term of the non-competition provision set forth herein will be modified to Competing Businesses be one year following such termination of employment. For purposes of this Agreement, “Business” shall be defined as a person, corporation, firm, LLC, partnership, joint venture or other entity. Nothing in the foregoing shall prevent Employee from investing in a Business that is or becomes publicly traded, if Employee’s ownership is as a passive investor of less than 1% of the outstanding publicly traded stock of the Business. B. The provision set forth in Article 2.A above, shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (Ai) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same companyall fifty states, and (Bii) Executive obtains each foreign country, possession or territory in which ARAMARK may be engaged in, or have plans to engage in, business (x) during Employee’s period of employment, or (y) in the prior written consent case of a termination of employment, as of the Companyeffective date of such termination or at any time during the twenty-four month period prior thereto. C. Employee acknowledges that these restrictions are reasonable and necessary to protect the business interests of ARAMARK, which consent and that enforcement of the provisions set forth in this Article 2 will not unnecessarily or unreasonably impair Employee’s ability to obtain other employment following the termination (voluntary or involuntary) of Employee’s employment with ARAMARK. Further, Employee acknowledges that the provisions set forth in this Article 2 shall not be unreasonably withheldapply if Employee’s employment is involuntarily terminated by ARAMARK for Cause; as a result of the elimination of employee’s position; for performance-related issues; or for any other reason or no reason at all.

Non-Competition. During his employment with the Company and the Non-Competition Period, Executive The Employee shall not, while employed by the Company or: (a) for the two (2) year period following the termination of his/her employment if the Employee initiated the termination; or (b) for the twelve (12) month period following the termination of this employment if the Company initiated the termination, whether with or without the prior written consent of the BoardCause, directly or indirectly, own, manage, operate, join, control, participate in, invest either individually or in partnership or otherwise be connected or associated with, in conjunction in any mannerway with any person or persons, including whether as an officerprincipal, directoragent, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agentshareholder, proprietordirector, trustee guarantor, creditor or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (A) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any mannerother manner whatsoever: (c) solicit, interfere with or endeavour to entice away from the Company or its affiliates, accept any Competing Business, provided that Executive shall not, directly business from or indirectly, have the patronage of or render any responsibility whatsoever for, provide any services whatsoever service to, sell to or otherwise be connected contract or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect attempt to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated contract with any Competing Business of the same companyperson, and (B) Executive obtains the prior written consent firm or corporation who was a client, customer or supplier of the Company, its affiliates or associates or a prospective client, customer or supplier of the Company, its affiliates or associates with whom the Company, its affiliates or associates have had any dealing, to the extent that such business, patronage, service, or contract is competitive with the business of the Company; (d) offer employment to or endeavour to entice away from the Company or its affiliates, any person employed by the Company or its affiliates at the date of the termination of his/her employment, or who was so employed at any time during the previous twelve (12) month period or interfere in any way with the employment relationship between any such employee and the Company or its affiliates; or (e) engage in, carry on or otherwise be concerned with or have any interest in, or advise, lend money to, guarantee the debts or obligations of, permit his/her name, or any part thereof, to be used or employed by any person, firm, association, syndicate or corporation engaged in or concerned with or having any interest in a business which consent shall not be unreasonably withheldis the same as or substantially the same as or competes with the Company's business (Competitive Business).

Non-Competition. During his (a) Employee hereby agrees that, during the period from the Commencement Date through the end of the first twelve (12) months after the cessation of Employee’s employment with the Company and Company, Employee will not engage in “Competition” with the Non-Company. For purposes of this Employment Agreement, Competition Periodby Employee shall mean Employee’s engaging in, Executive shall not, without the prior written consent of the Board, or otherwise directly or indirectlyindirectly being employed by or acting as a consultant or lender to, ownor being a director, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, including as an officer, director, employee, independent contractorprincipal, subcontractoragent, stockholder, member, managerowner or partner of, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, permitting Employee’s name to be used in connection with the activities of any other business or organization anywhere in the World which primarily engages in the business of providing health care services or selling health care products in China (a “Competing Business”); provided, however, that nothing in that, notwithstanding the foregoing, it shall not be a violation of this Agreement shall prevent Executive from Section 5(a) for Employee to (Ax) owning five become the registered or beneficial owner of up to three percent (53%) or less of any class of the capital stock or other securities of a publicly held corporationcompeting corporation registered under the Securities Exchange Act of 1934, so long as Executive amended, provided that Employee does not otherwise participate in fact have the power to control, or direct the management of, and is not otherwise associated with, business of such corporation, corporation or (By) performing services work in a non-competitive business of a company which is carrying on a Competing Business, the revenues of which represent less than 20% of the consolidated revenues of that company, or, as a result thereof, owning compensatory equity in that company. (b) Employee hereby agrees that, during the period from the Commencement Date through the end of the first twelve (12) months after the cessation of Employee’s employment with the Company, Employee will not solicit for an investment bank, investment advisor employment or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated withhire, in any mannerbusiness enterprise or activity, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business employee of the same companyCompany who was employed by the Company during the Term; provided, and (B) Executive obtains the prior written consent of the Company, which consent foregoing shall not be unreasonably withheldviolated by general advertising not targeted at Company employees nor by serving as a reference upon request.

Non-Competition. During his employment with the Company and the Non-Competition Period, Executive shall not, without the prior written consent of the Board, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (A) owning five percent (5%) or less You acknowledge that your services to be rendered are of a special and unusual character and have a unique value to Nabi the loss of which cannot adequately be compensated by damages in an action at law. In view of the stock or other securities unique value of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management ofservices, and is not otherwise associated withbecause of the Confidential Information to be obtained by or disclosed to you, and as a material inducement to ▇▇▇▇ to enter into this Agreement and to pay to you the compensation referred to above and other consideration provided, you covenant and agree that, during the term of your employment by ▇▇▇▇ and for a period of one (1) year after termination of such corporationemployment for any reason whatsoever, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall you will not, directly or indirectly, have (a) engage or become interested, as owner, employee, consultant, partner, through stock ownership (except ownership of less than five percent of any responsibility whatsoever forclass of equity securities which are publicly traded), provide any services whatsoever toinvestment of capital, lending of money or property, rendering of services, or otherwise be connected otherwise, either alone or associated in association with others, in the operations, management or supervision of any type of business or enterprise engaged in any business which is competitive with any business of ▇▇▇▇ (a “Competitive Business”), (b) solicit or accept orders from any current or past customer of Nabi for products or services offered or sold by, or competitive with products or services offered or sold by, Nabi, (c) induce or attempt to induce any such Competing customer to reduce such customer’s purchase of products or services from Nabi, (d) disclose or use for the benefit of any Competitive Business the name and/or requirements of any such customer or (e) solicit any of Nabi’s employees to leave the employ of ▇▇▇▇ or hire or negotiate for the employment of any employee of Nabi. By way of clarification, a “Competitive Business” is not any business or enterprise in the health care industry; it is only a business or enterprise in the health care industry that is competitive with any business of ▇▇▇▇. Notwithstanding the foregoing, nothing contained in this Section 10A shall be deemed to prohibit you from being employed by or providing services to a Competitive Business following a “Change of Control” (as defined in the Change of Control Agreement) and termination of your employment if a company has separate divisions the nature of such employment or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are services do not Competing Businesses, then the restrictions imposed hereunder compete with respect to Competing Businesses shall apply only any business engaged in by ▇▇▇▇ immediately prior to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and Change in Control. (B) Executive obtains You have carefully read and considered the prior written consent provisions of this Section and Section 9 and having done so, agree that the restrictions set forth (including but not limited to the time period of restriction and the world wide areas of restriction) are fair and reasonable (even if termination is at our request and without cause) and are reasonably required for the protection of the Companyinterest of ▇▇▇▇, its officers, directors, and other employees. You acknowledge that upon termination of this Agreement for any reason, it may be necessary for you to relocate to another area, and you agree that this restriction is fair and reasonable and is reasonably required for the protection of the interests of ▇▇▇▇, their officers, directors, and other employees. (C) In the event that, notwithstanding the foregoing, any of the provisions of this Section or Section 9 shall be held to be invalid or unenforceable, the remaining provisions thereof shall nevertheless continue to be valid and enforceable as though invalid or unenforceable parts had not been included therein. In the event that any provision of this Section relating to time period and/or areas of restriction shall be declared by a court of competent jurisdiction to exceed the maximum time period or areas such court deems reasonable and enforceable, said time period and/or areas of restriction shall be deemed to become, and thereafter be, the maximum time period and/or area which consent shall not such court deems reasonable and enforceable. (D) With respect to the provisions of this Section, you agree that damages, by themselves, are an inadequate remedy at law, that a material breach of the provisions of this Section would cause irreparable injury to the aggrieved party, and that provisions of this Section 10 may be unreasonably withheldspecifically enforced by injunction or similar remedy in any court of competent jurisdiction without affecting any claim for damages.

Non-Competition. During his employment with Notwithstanding anything to the Company contrary, the Founder undertakes and covenants to each Investor that commencing from the Non-Competition Perioddate of this Agreement until the later of (i) the second anniversary after the date he ceases to be employed by any Group Company, Executive shall or (ii) the second anniversary after the date he ceases to hold any Shares of the Company, he will not, without the prior written consent of the BoardMajority Series A-1 Preferred Shareholders, Majority Series A-2 Preferred Shareholders, Majority Series B Preferred Shareholders (which shall include Apoletto), and Majority Series C Preferred Shareholders either on his/her own account or through any of his/her Affiliates, or in conjunction with or on behalf of any other Person: (i) carry out, be engaged, concerned or interested in, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, including whether as an officershareholder, director, officer, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietorconsultant or adviser in any business in direct competition with, trustee or investorotherwise related to, the business relating to providing the Business conducted or to be conducted by the Company or any of its Subsidiaries (the “Competitors”), provided that the Founder shall be permitted to hold less than one percent (1%) of the total share capital of a public company that is a Competitor, (ii) employ or solicit or entice away or attempt to solicit or entice away from any Group Company, any Competing Business; providedPerson, howeverfirm, that nothing company or organization who is a customer, client, employee, representative, agent or correspondent of such Group Company or in this Agreement shall prevent Executive from (A) owning five percent (5%) or less the habit of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, dealing with such corporationGroup Company, or (Biii) performing services for an investment bank, investment advisor or investment fund that may, provide consulting service to the Competitors in any form. In the event any entity directly or indirectly, own, manage, operate, join, control, participate in, invest indirectly established or managed by Founder engages or will engage in any business which is the same or similar to or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated competes with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same companyGroup Companies during the said period, the Founder shall cause such entity to disclose any relevant information to the Investors upon request and (B) Executive obtains transfer such lawful business to the prior written consent of Company or any Subsidiary designated by the Company, which consent shall not be unreasonably withheldCompany immediately.

Non-Competition. During his the Employment Term, including any extensions thereof, and for a period of twelve (12) months immediately following the termination of Executive's employment with under this Agreement for any reason other than death (the Company and the Non-Competition “Restrictive Period”), except as provided herein, Executive shall not, without the prior written consent of the Board, not directly or indirectly, own, manage, operate, join, control, participate in, invest : (a) engage in or otherwise in any manner be connected or associated withconcerned, in any manner, including whether as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principalowner, consultantemployee, advisor, agentcreditor, proprietoror otherwise with the development, trustee operation, management, or investorconduct of any business in the United States that competes with the business of the Company being conducted at the time of such termination; (b) solicit or otherwise attempt to divert business from or interfere in the Company relationship with any supplier of the Company or any customer served by the Company or and potential customer identified by the Company during the period of Executive's employment hereunder; or (c) solicit, hire or otherwise interfere with the Company relationship with any Competing Businessperson then or previously employed by the Company; provided, however, that nothing that, after the termination of Executive's employment, Executive shall not be bound by the Covenant set forth in this Agreement subparagraph following a material breach by the Company of any of its obligations to the Executive hereunder or in the event of the cessation or dissolution of the Company business. As used herein, “cessation or dissolution” means total liquidation of the Company and does not include a cessation of business due to any Change in Control. Nothing contained herein shall prevent prohibit Executive from (A) owning five percent (5%) or less up to 3% of the stock or other securities of a publicly held corporationtraded company that competes with the business of the Company or, following the termination of the Executive’s employment with the Company, prevent the Executive from being employed by or otherwise affiliated with a line of business of another company that engages in multiple lines of business so long as the Executive is not employed by, does not in fact have the power provide services with respect to control, or direct the management of, and is not otherwise associated with, such corporation, involved in the line or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some lines of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries business of such other company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated compete with any Competing Business of the same company, and (B) Executive obtains the prior written consent of the Company, which consent shall not be unreasonably withheld.

Non-Competition. During his By and in consideration of the Company’s entering into this Agreement and the Merger Agreement, and the payments to be made by the Company hereunder, and in further consideration of the Employee’s exposure to the Confidential Information of the Entities, the Employee agrees that the Employee shall not, during the Employee’s employment with the Company and thereafter for a period ending twenty-four (24) months following the Non-Competition Period, Executive shall not, without the prior written consent termination of the BoardEmployee’s employment for any reason (the “Restriction Period”), directly or indirectly, own, manage, operate, join, control, be employed by, or participate inin the ownership, invest in management, operation or otherwise control of, or be connected or associated in any manner with, in including, without limitation, holding any manner, including position as an officera stockholder, director, employeeofficer, consultant, independent contractor, subcontractor, stockholder, member, managerexecutive, partner, principal, consultant, advisor, agent, proprietor, trustee or investorinvestor in, any Competing BusinessRestricted Enterprise (as defined below); provided, however, that nothing in this Agreement no event shall prevent Executive from (A) owning five ownership of three percent (53%) or less of the stock or other outstanding securities of a publicly held corporationany class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 3.2 so long as Executive the Employee does not in fact have the power to controlhave, or direct exercise, any rights to manage or operate the management ofbusiness of such issuer other than rights as a stockholder thereof. For purposes of this Section 3.2, and “Restricted Enterprise” shall mean any Person that is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated withengaged, in any mannergeographic area in which the Parent, the Company or any Competing Businessof its or their subsidiaries (the “Company Group”) operates or markets, provided that Executive shall not, directly or indirectly, have in any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated business which is in competition with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business business of the same companyCompany Group (i) conducted during the preceding twelve (12) months (or following the Employee’s termination of employment, and the twelve (B12) Executive obtains months preceding the prior written consent date of termination of the Employee’s employment with the Company) or (ii) proposed to be conducted by any member of the Company Group in its business plan as in effect at that time (or following the Employee’s termination of employment, the business plan as in effect as of the date of termination of the Employee’s employment with the Company). During the Restriction Period, upon request of the Company, which consent the Employee shall not be unreasonably withheldnotify the Company of the Employee’s then-current employment status.

Non-Competition. During his employment with the Company and the Non-Competition Period, Executive shall not, without the prior written consent of the Board, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (A) owning five percent (5%) or less You acknowledge that your services to be rendered are of a special and unusual character and have a unique value to Nabi the loss of which cannot adequately be compensated by damages in an action at law. In view of the stock or other securities unique value of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management ofservices, and is not otherwise associated withbecause of the Confidential Information to be obtained by or disclosed to you, and as a material inducement to ▇▇▇▇ to enter into this Agreement and to pay to you the compensation referred to above and other consideration provided, you covenant and agree that, during the term of your employment by ▇▇▇▇ and for a period of one (1) year after termination of such corporationemployment for any reason whatsoever, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall you will not, directly or indirectly, have (a) engage or become interested, as owner, employee, consultant, partner, through stock ownership (except ownership of less than five percent of any responsibility whatsoever forclass of equity securities which are publicly traded), provide any services whatsoever toinvestment of capital, lending of money or property, rendering of services, or otherwise be connected otherwise, either alone or associated in association with others, in the operations, management or supervision of any type of business or enterprise engaged in any business which is competitive with any business of ▇▇▇▇ (a “Competitive Business”), (b) solicit or accept orders from any current or past customer of Nabi for products or services offered or sold by, or competitive with products or services offered or sold by, Nabi, (c) induce or attempt to induce any such Competing customer to reduce such customer’s purchase of products or services from Nabi, (d) disclose or use for the benefit of any Competitive Business the name and/or requirements of any such customer or (e) solicit any of ▇▇▇▇’s employees to leave the employ of ▇▇▇▇ or hire or negotiate for the employment of any employee of Nabi. By way of clarification, a “Competitive Business” is not any business or enterprise in the health care industry; it is only a business or enterprise in the health care industry that is competitive with any business of ▇▇▇▇. Notwithstanding the foregoing, nothing contained in this Section 10A shall be deemed to prohibit you from being employed by or providing services to a Competitive Business following a “Change of Control” (as defined in the Change of Control Agreement) and termination of your employment if a company has separate divisions the nature of such employment or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are services do not Competing Businesses, then the restrictions imposed hereunder compete with respect to Competing Businesses shall apply only any business engaged in by ▇▇▇▇ immediately prior to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and Change in Control. (B) Executive obtains You have carefully read and considered the prior written consent provisions of this Section and Section 9 and having done so, agree that the restrictions set forth (including but not limited to the time period of restriction and the world wide areas of restriction) are fair and reasonable (even if termination is at our request and without cause) and are reasonably required for the protection of the Companyinterest of ▇▇▇▇, its officers, directors, and other employees. You acknowledge that upon termination of this Agreement for any reason, it may be necessary for you to relocate to another area, and you agree that this restriction is fair and reasonable and is reasonably required for the protection of the interests of ▇▇▇▇, their officers, directors, and other employees. (C) In the event that, notwithstanding the foregoing, any of the provisions of this Section or Section 9 shall be held to be invalid or unenforceable, the remaining provisions thereof shall nevertheless continue to be valid and enforceable as though invalid or unenforceable parts had not been included therein. In the event that any provision of this Section relating to time period and/or areas of restriction shall be declared by a court of competent jurisdiction to exceed the maximum time period or areas such court deems reasonable and enforceable, said time period and/or areas of restriction shall be deemed to become, and thereafter be, the maximum time period and/or area which consent shall not such court deems reasonable and enforceable. (D) With respect to the provisions of this Section, you agree that damages, by themselves, are an inadequate remedy at law, that a material breach of the provisions of this Section would cause irreparable injury to the aggrieved party, and that provisions of this Section 10 may be unreasonably withheldspecifically enforced by injunction or similar remedy in any court of competent jurisdiction without affecting any claim for damages.

Non-Competition. During his Because of the Company’s legitimate business interest as described herein and the good and valuable consideration offered to the Employee, during the Employment Term and for the twelve (12) months to run consecutively, beginning on the last day of the Employee’s employment with the Company Company, for any reason or no reason and whether employment is terminated at the Non-Competition Period, Executive shall not, without the prior written consent option of the BoardEmployee or the Company, the Employee agrees and covenants not to engage in Prohibited Activity for any Competitor of the Company that carries on business within (i) the state in which Employee primarily performs services for the Company; (ii) all other states of the United States of America in which the Company provided goods or services, had customers, or otherwise conducted business at any time during the two-year period prior to the date of the termination of Employee’s relationship with the Company; and (iii) any other countries from which the Company provided goods or services, had customers, or otherwise conducted business at any time during the two-year period prior to the date of the termination of Employee’s relationship with the Company. 8.2.1. For purposes of this Section 8, “Prohibited Activity” is activity in which the Employee contributes the Employee’s knowledge, directly or indirectly, ownin whole or in part, manage, operate, join, control, participate engages or invests in, invest owns, manages, operates, finances, controls, or participates in the ownership, management, operation, financing, or otherwise control of, be connected or employed by, associated with, or in any mannermanner connected with, including as an officerlends the Employee’s name or any similar name to, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee lends Employee’s credit to or investorrenders services or advice to, any Competing Business; provided, however, that nothing business whose products or activities compete in this Agreement shall prevent Executive from (A) owning five percent (5%) whole or less of in part with the stock products or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (B) Executive obtains the prior written consent activities of the Company, which consent shall including those engaged in the business of investment reporting and accounting. Prohibited Activity also includes activity that may require or inevitably requires disclosure of trade secrets, proprietary information or Confidential Information. 8.2.2. This Section 8 does not, in any way, restrict or impede the Employee from exercising protected rights to the extent that such rights cannot be unreasonably withheldwaived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Employee shall promptly provide written notice of any such order to the Company’s Chief Executive Officer. 8.2.3. For purposes of this Section 8, “Competitor” means any company for whom investment reporting, accounting, or analytics for institutional investors forms a material part of their business.

Non-Competition. During In exchange for the consideration described above in Section 5.01, Employee agrees that during the Employment Period and for a period of six (6) months after the end of the Employment Period (unless his employment is terminated due to a Change in Control Termination with the Company right to receive payments and benefits under Article IV, in which event there will be no covenant not to compete and the Non-Competition Periodnoncompete covenants and obligations herein will terminate on the date of termination of Employee), Executive shall not, without the prior written consent of the Board, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (A) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall Employee will not, directly or indirectly, have any responsibility whatsoever either as an individual, proprietor, stockholder (other than as a holder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which (i) is primarily engaged in the drilling and workover of oil and gas ▇▇▇▇▇ within the geographical area described in this Section 5.02 and (ii) actually competes to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services whatsoever towhich the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee’s termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment of, contract for services or work to be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be connected unreasonably withheld. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company’s present offices, (ii) any of the Company’s present rig yards or associated with such Competing Businessrig operations and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, a rig operation, or definitive plans to locate an office, a rig operation or a rig yard or has recently conducted rig operations. Notwithstanding the foregoing, if a company has separate divisions the two hundred (200) mile radius extends into another country or subsidiariesits territorial waters and the Company is not then doing business in that other country, some of which conduct a Competing Business and some of which conduct there will be no territorial limitations extending into such other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (B) Executive obtains the prior written consent of the Company, which consent shall not be unreasonably withheldcountry.

Non-Competition. During his employment with The Executive acknowledges that (i) the Executive performs services of a unique nature for the Company Group that are irreplaceable, and that the Executive’s performance of such services to a competing business will result in irreparable harm to the Company Group, (ii) the Executive has had and will continue to have access to trade secrets and other confidential information of the Company Group, which, if disclosed, would unfairly and inappropriately assist in competition against any member of the Company Group, (iii) in the course of the Executive’s employment by a competitor, the Executive would inevitably use or disclose such trade secrets and confidential information, (iv) the Company Group has substantial relationships with its customers and the Non-Competition PeriodExecutive has had and will continue to have access to these customers, (v) the Executive shall nothas received and will receive specialized training from the Company Group, without and (vi) the prior written consent Executive has generated and will continue to generate goodwill for the Company Group in the course of the BoardExecutive’s employment. Accordingly, during the Executive’s employment hereunder and for a period of one (1) year thereafter, the Executive agrees that the Executive will not, directly or indirectly, own, manage, operate, join, control, participate inbe employed by (whether as an employee, invest consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with any member of the Company Group or otherwise in any other material business in which any member of the Company Group is engaged on the date of termination or in which they have demonstrably planned, on or prior to such date, to be connected engaged in on or associated withafter such date, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, locale of any Competing Business; provided, however, that nothing country in this Agreement shall prevent Executive from (A) owning five percent (5%) or less which any member of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing BusinessCompany Group conducts business. Notwithstanding the foregoing, if nothing herein shall prohibit the Executive from being a company passive owner of not more than one percent (1%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with a member of the Company Group, so long as the Executive has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then no active participation in the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries business of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (B) Executive obtains the prior written consent of the Company, which consent shall not be unreasonably withheldcorporation.

Non-Competition. During his employment with the Company Employment Term and for a period equal to the Non-Competition Periodtime during which Executive receives severance payments for benefits pursuant to Section 2 of this Agreement or for a period of 12 months in the event the Executive is terminated without entitlement to severance benefits herein, the Executive shall not, without the prior written consent permission of the BoardCompany, in the United States, its territories and possessions, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, (i) engage in any manneractivity or business that is the same or substantially similar to the work performed by Executive for the Company and/or of the same substantive competency or nature as the work performed by Executive for the Company, including whether or not such engagement is as an officer, director, employeea consultant, independent contractor, subcontractoragent, stockholderemployee, member, managerofficer, partner, principaldirector or otherwise, consultantalone or for his own account or in association with any other person, advisorcorporation or other entity, agentfor any Competitive Business (as defined below); (ii) directly or indirectly, proprietorhire or attempt to hire any person who was employed or retained by the Company or its affiliates while the Executive was employed by the Company, trustee or investorsolicit, entice or encourage any Competing Businesssuch person to terminate his or her relationship with the Company; providedor (iii) solicit, howeverinterfere with, that or endeavor to entice away from the Company or its affiliates any of their customers or sources of supply. However, nothing in this Agreement shall prevent preclude the Executive from (A) owning five percent (5%) or less investing his personal assets in the securities of any Competitive Business if such securities are traded on a national stock exchange and if such investment does not result in his beneficially owning, at any time, more than 1.0% of the stock or other publicly‑traded equity securities of a publicly held corporationsuch competitor. “Competitive Business” shall mean any business or enterprise which (a) designs, so long as Executive does not in fact have the power to controlsells, manufactures, markets and/or distributes still or sparkling spring or purified bottled water products or beverages, or direct office refreshment products, including coffee, in the management of, home and is not otherwise associated with, such corporationoffice market, or (Bb) performing services for an investment bank, investment advisor engages in any other business in which Company or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated withits affiliates is involved at any time during the 12‑month period immediately prior to the termination of the Executive’s employment. For avoidance of doubt, in case of any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding conflict between the foregoing, if a company has separate divisions or subsidiaries, some provisions of which conduct a Competing Business this Section 4 and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business provisions of the same companySupplemental Policy, and (B) Executive obtains the prior written consent provisions of the Company, which consent Supplemental Policy shall not be unreasonably withheldgovern and determine the matter.

Non-Competition. During his employment with the Company Initial Term and the Non-Competition PeriodRenewal Term, Executive shall notif this Agreement is extended pursuant to Section 2, without the prior written consent each of the BoardExecutives and Manager agree that they will not, directly or indirectly, ownfor their own account or as agent, manageemployee, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, including as an officer, director, employeetrustee consultant or shareholder of any corporation or a member of any firm or otherwise: (i) engage in any way in any wholesale and/or retail food business which operates within 30 miles of any retail store operated by the Company at the time during the Initial Term or the Renewal Term, independent contractoras the case may be, subcontractorthat the Executives or the Manager wish to so engage; (ii) induce or attempt to induce any person with an annual salary in excess of $75,000 who is in the employ of the Company or any subsidiary or affiliate thereof to leave the employ of the Company or such subsidiary or affiliate; or (iii) induce or attempt to induce or assist any other person, stockholderfirm or corporation to do any of the actions referred to in (i) or (ii) above (provided, memberthat this Section 14 shall not prohibit (A) Executive from owning less than 5% of the equity of any entity that engages in the actions described in (i), manager, partner, principal, consultant, advisor, agent, proprietor, trustee (ii) or investor, any Competing Business(iii) above and (B) the Executives from providing references for employees of the Company or its subsidiaries or affiliates who have been solicited by a prospective employer without violation of (ii) above); provided, however, that nothing in the event the Company terminates the Agreement prior to the end of the Initial Term or the Renewal Term, if this Agreement shall prevent Executive from (Ais extended pursuant to Section 2, for reasons other than Cause and fails to provide the Executives with the payments required by Section 4(b) owning five percent (5%) or less and in the manner provided therein, the provisions of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (B) Executive obtains the prior written consent of the Company, which consent this Section shall not be unreasonably withheldsurvive such termination.

Non-Competition. During his a. Executive acknowledges and recognizes the highly competitive nature of the business of the Company and its affiliates and accordingly agrees that, during the Employment Term and for a period of one year following the date Executive ceases to be employed by the Company due to (x) a termination by the Company for Cause, (y) a resignation by Executive without Good Reason or (z) Executive's election not to extend the Employment Term pursuant to Section 1 of the Agreement, Executive shall not: (i) other than on behalf of the Company and its affiliates, initiate contact with, or seek to provide investment advisory services to, (x) during the period when Executive remains in the employment of the Company and its affiliates, any person to whom the Company or an affiliate rendered such services during Executive's employment with the Company and its affiliates and (y) following Executive's termination of employment with the NonCompany and its affiliates, any person to whom the Company or an affiliate rendered such services during the three-Competition Periodyear period prior to such termination of employment; (ii) solicit or seek to induce or actually induce any person who is employed by the Company or an affiliate during Executive's employment with the Company and its affiliates, Executive shall notor who becomes employed by the Company or an affiliate at any time during the three-month period following the termination of Executive's employment, to discontinue such employment, or hire or employ any such person; (iii) directly or indirectly engage in any business that competes with the business of the Company or its affiliates (including, without limitation, businesses which the prior written consent Company or its affiliates have specific plans to conduct in the future and as to which Executive is aware of such planning) within the United States or any other country in which the Company or its affiliates is conducting business at the time of determination (a "Competitive Business"); (iv) directly or indirectly enter the employ of, or render any services to, any "person" (as such term is used for purposes of Section 13(d) or 14(d) of the BoardSecurities Exchange Act of 1934, as amended, or any successor thereto) (or any division or controlled or controlling affiliate of any person) who or which engages in a Competitive Business; (v) directly or indirectly acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, including as an individual, partner, shareholder, officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Businessconsultant; provided, however, provided that nothing in this Agreement herein shall prevent preclude Executive from (A) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, ownowning, managesolely as an investment, operatesecurities of any person engaged in a Competitive Business which are publicly traded on a national or regional stock exchange or on the over-the-counter market, joinif Executive (x) is not a controlling person of, controlor a member of a group which controls, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall such person and (y) does not, directly or indirectly, have own 5% or more of any responsibility whatsoever for, provide any services whatsoever toclass of securities of such person; or (vi) directly or indirectly interfere with, or otherwise attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and customers, clients, suppliers, partners, members or investors of the Company or its affiliates. b. It is expressly understood and agreed that, although Executive and the Company consider the restrictions contained in this Section 8 to be connected or associated with such Competing Business. Notwithstanding the foregoingreasonable, if a company has separate divisions final judicial determination is made by a court of competent jurisdiction that the time or subsidiariesterritory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, some the provisions of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (B) Executive obtains the prior written consent of the Company, which consent this Agreement shall not be unreasonably withheldrendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition. During (a) Executive agrees that, for a period commencing on the date hereof and ending one year after the termination of his employment with the Company and the Non-Competition PeriodCorporation for any reason, Executive he shall not, without the prior written consent of the Boardanywhere in North America, directly or indirectly: (i) solicit or attempt to solicit business of any customers of the Corporation (including prospective customers solicited by the Corporation) for products or services the same or similar to those offered, ownsold, manageproduced or under development by the Corporation during the term of his employment therewith or dealt in by Executive during his employment with the Corporation; (ii) otherwise divert or attempt to divert from the Corporation any business whatsoever; (iii) solicit or attempt to solicit for any business endeavor any employee of the Corporation; (iv) interfere with any employment relationship or other business relationship between the Corporation and any other individual, operateperson, join, control, participate in, invest in or otherwise be connected other entity; (v) use the name of the Corporation or associated with, in a name similar thereto; or (vi) render any manner, including services as an officer, director, employee, independent contractorpartner, subcontractorconsultant or otherwise to, or have any interest as a stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee lender or investorotherwise in, any Competing Business; providedperson which is engaged in activities which, howeverif performed by Executive would violate this Section 8. (b) Executive agrees that during the term of his employment with the Corporation, he will not, anywhere in North America, directly or indirectly engage, directly or indirectly, as an independent contractor or otherwise, in any activity for or on behalf of any person or entity in a competitive line of business to that nothing carried on by the Corporation, or engage in any manner in the design, development, manufacturing, assembling, installing, and/or marketing of rechargeable lithium battery technology or other technology competitive with the business carried on by the Corporation or dealt in by Executive during his employment with the Corporation. (c) If during the one year period commencing on the termination of his employment with the Corporation for any reason, Executive, directly or indirectly engages, anywhere in North America, as an independent contractor or otherwise, in any activity for or on behalf of any person or entity in a competitive line of business to that carried on by the Corporation during the term of his employment therewith, or engages in any manner in the design, development, manufacturing, assembling, installing, and/or marketing of rechargeable lithium battery technology or other technology competitive with the business carried on by the Corporation during the term of Executive's employment therewith or dealt in by Executive during his employment with the Corporation, all the non-exercised vested and unvested options held by Executive shall terminate. (d) The provisions contained in paragraphs (b) and (c) of this Agreement Section 8 shall not prevent Executive from (A) purchasing or owning up to five percent (5%) or less of the stock or other voting securities of a publicly held any corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some securities of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (B) Executive obtains the prior written consent of the Company, which consent shall not be unreasonably withheldpublicly-traded.

Non-Competition. During his A. Subject to Article 2. B. below, Employee, during Employee’s period of employment with ARAMARK, and for a period of one year following the Company and the Non-Competition Periodvoluntary or involuntary termination of employment, Executive shall not, without the prior ARAMARK’s written consent of the Boardpermission, which shall be granted or denied in ARAMARK’s sole discretion, directly or indirectly, ownassociate with (including, managebut not limited to, operateassociation as a sole proprietor, joinowner, control, participate in, invest in or otherwise be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manageremployer, partner, principal, investor, joint venturer, shareholder, associate, employee, member, consultant, advisorcontractor or otherwise), agent, proprietor, trustee or investoracquire or maintain ownership interest in, any Competing Business which is competitive with that conducted by or developed for later implementation by ARAMARK at any time during the term of Employee’s employment. For purposes of this Agreement, “Business; provided” shall be defined as a person, howevercorporation, that nothing firm, LLC, partnership, joint venture or other entity. Nothing in this Agreement the foregoing shall prevent Executive Employee from (A) owning five percent (5%) investing in a Business that is or becomes publicly traded, if Employee’s ownership is as a passive investor of less than 1% of the outstanding publicly traded stock of the Business. B. The provision set forth in Article 2.A above, shall apply to (i) all fifty states, and (ii) each foreign country, possession or other securities of a publicly held corporation, so long as Executive does not territory in fact have the power to controlwhich ARAMARK may be engaged in, or direct the management ofhave plans to engage in, and is not otherwise associated with, such corporationbusiness (x) during Employee’s period of employment, or (By) performing services for an investment bankin the case of a termination of employment, investment advisor as of the effective date of such termination or investment fund at any time during the twenty-four month period prior thereto. C. Employee acknowledges that maythese restrictions are reasonable and necessary to protect the business interests of ARAMARK, directly and that enforcement of the provisions set forth in this Article 2 will not unnecessarily or indirectlyunreasonably impair Employee’s ability to obtain other employment following the termination (voluntary or involuntary) of Employee’s employment with ARAMARK. Further, own, manage, operate, join, control, participate in, invest Employee acknowledges that the provisions set forth in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses this Article 2 shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business if Employee’s employment is involuntarily terminated by ARAMARK for Cause; as a result of the same company, and (B) Executive obtains the prior written consent elimination of the Company, which consent shall not be unreasonably withheldemployee’s position; for performance-related issues; or for any other reason or no reason at all.

Non-Competition. During his By and in consideration of the Parent’s and the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its affiliates, the Executive agrees that the Executive shall not, during the Executive’s employment with the Company (whether during the Term or thereafter) and for a period of twelve (12) months thereafter (the Non-Competition “Restriction Period, Executive shall not, without the prior written consent of the Board”), directly or indirectlyindirectly (other than in connection with carrying out his responsibilities for the Company and its affiliates), own, manage, operate, join, control, be employed by, or participate inin the ownership, invest in management, operation or otherwise control of, or be connected or associated in any manner with, in including, without limitation, holding any manner, including position as an officera stockholder, director, employeeofficer, consultant, independent contractor, subcontractor, stockholder, member, manageremployee, partner, principal, consultant, advisor, agent, proprietor, trustee or investorinvestor in, any Competing BusinessRestricted Enterprise (as defined below); provided, however, that nothing in this Agreement no event shall prevent Executive from (A) owning five ownership of three percent (53%) or less of the stock or other outstanding securities of a publicly held corporationany class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not in fact have the power to controlhave, or direct exercise, any rights to manage or operate the management ofbusiness of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, and “Restricted Enterprise” shall mean any Person that is not otherwise associated withactively engaged in any geographic area in which the Parent, such corporationthe Company, or any of their respective subsidiaries (Bthe “Company Group”) performing services for an investment bank, investment advisor operates or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, markets in any manner, business which is in material competition with the business of any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business member of the same companyCompany Group or any of its subsidiaries (i) conducted during the preceding twelve (12) months (or following the Executive’s termination of employment, and the twelve (B12) Executive obtains months preceding the prior written consent date of termination of the Executive’s employment with the Company) or (ii) proposed to be conducted by any member of the Company Group in its business plan as in effect at that time (or following the Executive’s termination of employment, the business plan as in effect as of the date of termination of the Executive’s employment with the Company). During the Restriction Period, upon request of the Company, which consent the Executive shall not be unreasonably withheldnotify the Company of the Executive’s then-current employment status.

Non-Competition. During his employment with the Company and the Non-Competition Period, Executive shall not, without the prior written consent In consideration of the Board, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (A) owning five percent (5%) or less Company's grant of the stock or other securities Award to the Grantee, the Grantee agrees that, during the Restricted Period (as defined in Section 3.14(i) of a publicly held corporationthis Award Agreement), so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall Grantee will not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, indirectly (except on behalf of or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (B) Executive obtains the prior written consent of the Company, which consent may be withheld in the Company's sole discretion): (i) provide services of a leadership, management, executive, operational, or advisory capacity and/or participate in the ownership of or provide financial backing to an automotive dealership that is located within the Area (as defined in Section 3.14(i) of this Award Agreement); (ii) provide senior/corporate level leadership, executive, operational, or advisory services to any corporate competitor of the Company or its Affiliates who owns or operates one or more automotive dealerships within the Area; or (iii) provide services of a leadership, management, executive, operational, or advisory capacity for anyone or any business whose focus is buying, conglomerating, or otherwise acquiring one or more automotive dealerships that are located within the Area. For purposes of this Section 3.14(a), the Grantee acknowledges and agrees that the Company and its Affiliates conduct business in the Area and that the Area is a reasonable geographic limitation. Notwithstanding anything to the contrary contained herein, the Company hereby agrees that the covenants set forth in this Section 3.14(a) shall not be unreasonably withhelddeemed breached as a result of the passive ownership by the Grantee of: (A) less than an aggregate of 5% of any class of stock of a business that competes with the Company; or (B) less than an aggregate of 10% in value of any instrument of indebtedness of a business that competes with the Company. The Company further agrees that nothing in this Section 3.14(a) prohibits the Grantee from accepting employment from, or performing services for, businesses engaged in the finance industry, or businesses engaged in the manufacturing and/or sale of automobile parts or the provision of automotive service; provided that such businesses do not also engage in the retail sale of automobiles within the Area. By way of example, as of the Grant Date, nothing in this Section 3.14(a) would prohibit the Grantee from working with such businesses as American General Finance, NAPA Auto Parts, or Goodyear.

Non-Competition. During his employment with In view of the unique and valuable services it is expected Executive will render to the Company, and the knowledge of the technology, trade secrets, and other proprietary information relating to the business of the Company and its clients and suppliers that it is expected Executive will obtain, and in consideration of the Non-Competition compensation to be received hereunder, Executive agrees that during the Employment Period and thereafter until the first anniversary of the termination of the Employment Period, Executive shall he will not, without anywhere in the prior written consent of the Boardworld, directly or indirectly, for his own benefit or for, with, or through any other person, firm, or corporation, a) own, manage, operate, join, control, loan money to, or participate inin the ownership, invest in management, operation, or otherwise control of, or be connected or associated withas a director, in any manner, including as an officer, directoremployee, employeepartner, consultant, agent, independent contractor, subcontractoror otherwise with, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investoracquiesce in the use of his name by, any Competing Businessperson, corporation, organization or other business entity that is engaged in the business of developing, manufacturing, selling or providing human infertility treatments or products or is otherwise engaged in a business similar to any business of the Company; b) reveal the name of, solicit or interfere with, or endeavor to entice away from the Company any of its suppliers, clients, or employees; or c) employ any person who was an employee of the Company within a period of one year after such person leaves the employ of the Company, provided, however, that nothing the provisions of this Section 7 will not be deemed breached merely because Executive owns not more than 1% of the outstanding common stock of a corporation that is registered under the Securities Exchange Act of 1934, as amended. Executive agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Agreement shall prevent Executive from (A) owning five percent (5%) Section 7 is deemed to be invalid, illegal, or less unenforceable by reason of the stock or other securities of a publicly held corporationextent, so long as Executive does not in fact have the power to controlduration, or direct the management of, and is not otherwise associated with, such corporationgeographical scope hereof, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businessesotherwise, then the restrictions imposed hereunder with respect court making such determination has the right to Competing Businesses shall apply only to reduce the divisions or subsidiaries of such company that conduct the Competing Businessesextent, provided that (A) Executive shall notduration, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever togeographical scope, or otherwise other provisions hereof as may be connected or associated necessary to comply with any Competing Business of the same companyand be enforceable under applicable law, and (B) Executive obtains the prior written consent of restriction, in its reduced form, shall be enforceable in the manner contemplated hereby. As used in this Section 7, "Company, which consent " shall not be unreasonably withheldinclude the Company and its direct and indirect subsidiaries.

Non-Competition. During his employment with Seller and its subsidiaries will not for a period of five years following the Closing (the "Non-Competition Period"), without the express written consent of the Company, directly or indirectly, in any geographic area where the Company and conducts business during the Non-Competition Period, Executive shall not(i) engage or participate in the following businesses: (1) scholastic yearbook publishing, without (2) specialty publishing, featuring sports, gardening, health and other special interests, or (3) reunion services providing event planning services of school alumni (the prior written consent "Company Business"); (ii) request, induce, attempt to influence or have any other business contact with any Company Business customers or potential customers which have been in contact with the Company, to curtail or cancel any business they may transact with the Company; (iii) solicit for employment or employ an officer, director, or employee earning in excess of $75,000 of the BoardCompany, or any subsidiary thereof to become an officer, director or employee of Seller or its Affiliates; (iv) request, induce, attempt to influence or have any other business contact with any distributor or supplier of goods or services to the Company, to curtail or cancel any business they may transact with the Company; (v) request, induce, attempt to influence or have any other business contact with any Governmental Authority to terminate, revoke or materially and adversely alter or impair any Permit held, owned, used or reserved for the Company or (vi) engage in or participate in, directly or indirectly, ownany business conducted under any name that shall be the same as or similar to the name of the Company or any trade name used by it. For purposes of this Section 6.9, manageSeller shall be deemed to engage or participate in a business if it, operatedirectly or indirectly, join, control, participate engages in, invest in owns, manages, operates, controls or otherwise be connected or associated with, substantially invests in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing business engaged in the Company Business; provided, however, that nothing Seller or any subsidiary may invest in this Agreement shall prevent Executive from the securities of any enterprise if (Ax) owning five percent such securities are publicly traded and (y) Seller or any subsidiary does not beneficially own (as defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934) in excess of 5%) or less , in the aggregate, of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries outstanding equity of such company that conduct enterprise. Seller is entering into the Competing Businessesforegoing covenant to induce Buyer to consummate the transactions contemplated by this Agreement, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business including the transfer of the same company, and (B) Executive obtains the prior written consent goodwill of the Company, which consent shall not be unreasonably withheld.

Non-Competition. During his If during the Employment Period the Executive’s employment with is terminated at a time and in a manner which would entitle the Company Executive to receive the payment set forth under Section 6(a)(i) of this Agreement and Executive accepts and receives such payment under Section 6(a)(i), then for a period ending on the Non-Competition Periodfirst anniversary of the date of LEGAL02/21751871v13 receipt of such payment, but in no event a period that exceeds fourteen months from the date of termination, Executive agrees that without the written consent of the Company, Executive shall not, without the prior written consent of the Board, directly or indirectly, own, manage, operate, join, control, within the Restricted Territory: (i) engage or participate in, invest become employed by, serve as a director of, or render advisory or consulting or other services in connection with, any Competitive Business; provided, however, that after Executive’s termination, this Section 11(c) shall not preclude Executive from (A) being an employee of, or otherwise be connected consultant to, any business unit of a Competitive Business if (1) such business unit does not qualify as a Competitive Business in its own right and (2) Executive does not have any direct or associated withindirect involvement in, or responsibility for, any operations of such Competitive Business that cause it to qualify as a Competitive Business, or (B) with the approval of the Company, being a consultant to, an advisor to, a director of, or an employee of a Competitive Business; or (ii) make or retain any financial investment, whether in the form of equity or debt, or own any interest, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Competitive Business; provided, however, that nothing in this Agreement shall prevent subsection (ii) shall, however, restrict Executive from making an investment in any Competitive Business if such investment does not (A) owning five percent (5%) or less represent more than 1% of the aggregate market value of the outstanding capital stock or other securities debt (as applicable) of a publicly held corporationsuch Competitive Business, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor give Executive any right or investment fund that mayability, directly or indirectly, own, manage, operate, join, control, participate in, invest in to control or otherwise be connected influence the policy decisions or associated with, in any manner, any Competing management of such Competitive Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if (C) create a company has separate divisions or subsidiaries, some conflict of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only interest between Executive’s duties to the divisions Company and its affiliates or subsidiaries of under this Agreement and his or her interest in such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (B) Executive obtains the prior written consent of the Company, which consent shall not be unreasonably withheldinvestment.

Non-Competition. During his the Employment Term, including any extensions thereof, and for a period of 18 months immediately following the termination of Executive’s employment with under this Agreement for any reason other than death (the Company and the Non-Competition “Restrictive Period”), except as provided herein, Executive shall not, without the prior written consent of the Board, not directly or indirectly, own, manage, operate, join, control, participate in, invest : (a) engage in or otherwise in any manner be connected or associated withconcerned, in any manner, including whether as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principalowner, consultantemployee, advisor, agentcreditor, proprietoror otherwise with the development, trustee operation, management, or investorconduct of any business in the United States that competes with the business of the Company being conducted at the time of such termination; (b) solicit or otherwise attempt to divert business from or interfere in the Company’s relationship with any supplier of the Company or any customer served by the Company or and potential customer identified by Company during the period of Executive’s employment hereunder; or (c) solicit, hire or otherwise interfere with the Company’s relationship with any Competing Businessperson then or previously employed by Company; provided, however, that nothing that, after the termination of Executive’s employment, Executive shall not be bound by the Covenant set forth in this Agreement subparagraph following a material breach by the Company of any of its obligations to the Executive hereunder or in the event of the cessation or dissolution of the Company’s business. As used herein, “cessation or dissolution” means total liquidation of the Company and does not include a cessation of business due to any Change in Control. Nothing contained herein shall prevent prohibit Executive from (A) owning five percent (5%) or less up to 3% of the stock or other securities of a publicly held corporationtraded company that competes with the business of the Company or, following the termination of his employment with the Company, prevent the Executive from being employed by or otherwise affiliated with a line of business of another company that engages in multiple lines of business so long as the Executive is not employed by, does not in fact have the power provide services with respect to control, or direct the management of, and is not otherwise associated with, such corporation, involved in the line or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some lines of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries business of such other company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated compete with any Competing Business of the same company, and (B) Executive obtains the prior written consent of the Company, which consent shall not be unreasonably withheld.

Non-Competition. During (a) The Executive agrees that, except in accordance with his employment with the Company and the Non-Competition Period, Executive shall not, without the prior written consent duties under this Agreement on behalf of the BoardCompany, he will not during the Employment Period: participate in, be employed in any capacity by, serve as director, consultant, agent or representative for, or have an interest, directly or indirectlyindirectly in, any enterprise which is engaged in the business of developing, licensing, or selling technology, products or services which are directly competitive with the Business of the Company or any of its Subsidiaries or with any technology, products or services being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries at the time in question. (b) In addition, the Executive agrees that, for a period of six months after the end of Executive's employment by the Company (unless such employment is terminated due to a breach of the terms hereof by the Company in failing to pay to the Executive all sums due him under the terms hereof or to honor any of its other obligations under this Agreement, in which event the following shall be inapplicable), the Executive shall not (1) own, manageeither directly or indirectly or through or in conjunction with one or more members of his or his spouse's family or through any trust or other contractual arrangement, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (A) owning a greater than five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to controlinterest in, or direct the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, control either directly or indirectly, own, manage, operate, join, control, or (2) participate in, invest in or otherwise be connected or associated with, employed in any mannercapacity by, or serve as director, consultant, agent or representative for, any Competing Businesspartnership, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever tocorporation, or otherwise be connected other entity which is engaged in the business of developing, licensing, or associated with such Competing Business. Notwithstanding the foregoingselling technology, if a company has separate divisions products or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses services which are not Competing Businesses, then directly competitive with the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same companyCompany or any of its Subsidiaries as of the termination of the Executive's employment with the Company or which are directly competitive with any technology, products, or services being actively developed by the Company or any of its Subsidiaries, with the bona fide intent to market same, as of the termination of the Executive's employment at the Company. (c) Executive further agrees, for twelve months following the end of Executive's employment by the Company (unless such employment is terminated due to a breach of the terms hereof by the Company as described above), to refrain from directly or indirectly soliciting Company's collaborative partners, consultants, certified research organizations, principal vendors, licensees or employees except any such solicitation in connection with activities that would not be directly competitive with and adverse to the Business of the Company or any of its Subsidiaries or with and to any products or services being offered by the Company or any of its Subsidiaries at the date such employment terminated or then being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries. (d) The Executive hereby agrees that damages and any other remedy available at law would be inadequate to redress or remedy any loss or damage suffered by the Company upon any breach of the terms of this Section 18 by the Executive, and (B) the Executive obtains the prior written consent of therefore agrees that the Company, which consent shall not be unreasonably withheldin addition to recovering on any claim for damages or obtaining any other remedy available at law, also may enforce the terms of this Section 18 by injunction or specific performance, and may obtain any other appropriate remedy available in equity.

Non-Competition. During his If during the Employment Period the Executive’s employment with is terminated at a time and in a manner which would entitle the Company Executive to receive the payment set forth under Section 6(a)(i) of this Agreement and Executive accepts and receives such payment under Section 6(a)(i), then for a period ending on the Non-Competition Periodfirst anniversary of the date of receipt of such payment, but in no event a period that exceeds fourteen months from the date of termination, Executive agrees that without the written consent of the Company, Executive shall not, without the prior written consent of the Board, directly or indirectly, own, manage, operate, join, control, within the Restricted Territory: (i) engage or participate in, invest become employed by, serve as a director of, or render advisory or consulting or other services in connection with, any Competitive Business; provided, however, that after Executive’s termination, this Section 11(c) shall not preclude Executive from (A) being an employee of, or otherwise be connected consultant to, any business unit of a Competitive Business if (1) such business unit does not qualify as a Competitive Business in its own right and (2) Executive does not have any direct or associated withindirect involvement in, or responsibility for, any operations of such Competitive Business that cause it to qualify as a Competitive Business, or (B) with the approval ADMIN/21794887v3 of the Company, being a consultant to, an advisor to, a director of, or an employee of a Competitive Business; or (ii) make or retain any financial investment, whether in the form of equity or debt, or own any interest, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Competitive Business; provided, however, that nothing in this Agreement shall prevent subsection (ii) shall, however, restrict Executive from making an investment in any Competitive Business if such investment does not (A) owning five percent (5%) or less represent more than 1% of the aggregate market value of the outstanding capital stock or other securities debt (as applicable) of a publicly held corporationsuch Competitive Business, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor give Executive any right or investment fund that mayability, directly or indirectly, own, manage, operate, join, control, participate in, invest in to control or otherwise be connected influence the policy decisions or associated with, in any manner, any Competing management of such Competitive Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if (C) create a company has separate divisions or subsidiaries, some conflict of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only interest between Executive’s duties to the divisions Company and its affiliates or subsidiaries of under this Agreement and his or her interest in such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (B) Executive obtains the prior written consent of the Company, which consent shall not be unreasonably withheldinvestment.

Non-Competition. During A. In consideration of the remuneration and benefits given by the Company hereunder and in view of Executive’s position in the Company that would enable him/her to get access to trade secrets and other Confidential Information, Executive hereby explicitly agrees and commits for the period of his employment with the Company and for a period of twelve months following his termination of employment with the Non-Competition PeriodCompany, as follows: (i) That he/she shall not attempt in any manner to solicit from any of the Company’s clients business of the type performed by the Company, or to persuade any clients to cease business, to reduce the amount of business which a client has customarily done or contemplates doing with the Company, or any of its subsidiary companies, whether or not the relationship with the Company and such client was originally established in whole or in part through Executive’s efforts; and (ii) That he/she shall not attempt to employ or assist anyone else to employ, any person who is/has been employed by the Company (or any of its affiliates and subsidiary companies) within the six months period prior to the Executive’s separation from service with the Company. B. The Executive shall not, without at any time during the prior written consent period of his employment with the BoardCompany and for a period of twelve months following his termination of employment with the Company, directly or indirectly, own, manage, operate, join, control, participate indirectly engage in, invest in have any equity interest in, interview for a potential employment or otherwise be connected consulting relationship with or associated withmanage or operate any person, in any mannerfirm, including corporation, partnership or business (whether as an director, officer, director, employee, independent contractoragent, subcontractor, stockholder, member, managerrepresentative, partner, principalsecurity holder, consultantconsultant or otherwise) that engages in any business which competes with any portion of the Business (as defined below) of the Company anywhere in the world. Notwithstanding the previous sentence, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing the twelve month period in this Agreement the previous sentence shall prevent be substituted with a twenty four month period in the event the Executive’s employment with the Company ends within the twelve month period following a Change in Control. Nothing herein shall prohibit the Executive from (A) owning five percent (5%) or less being a passive owner of not more than 2% of the stock or other securities of a outstanding equity interest in any entity that is publicly held corporationtraded, so long as the Executive does not has no active participation in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries business of such company that conduct entity. As used in this Section 4.1, (i) the Competing Businesses, provided that (A) Executive term “Company” shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of include the same companyCompany and its subsidiaries, and (Bii) Executive obtains the prior written consent term “Business” shall mean the business of the Company, as such business may be expanded or altered by the Company during the period of the Executive’s employment with the Company. C. Executive agrees that should he/she violate these covenants, damages to the Company will be difficult to enforce. In recognition of the loss that a breach would cause, Executive agrees that the applicable restrictive period shall be extended so that the Company enjoys a complete, contiguous restrictive period during which consent shall not be unreasonably withheldExecutive has honored this Confidentiality Addendum.

Non-Competition. During his the Employment Term, including any extensions thereof, and for a period of 18 months immediately following the termination of Executive’s employment with under this Agreement for any reason other than death (the Company and the Non-Competition “Restrictive Period”), except as provided herein, Executive shall not, without the prior written consent of the Board, not directly or indirectly, own, manage, operate, join, control, participate in, invest : (a) engage in or otherwise in any manner be connected or associated withconcerned, in any manner, including whether as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principalowner, consultantemployee, advisor, agentcreditor, proprietoror otherwise with the development, trustee operation, management, or investorconduct of any business in the United States that competes with the business of the Company being conducted at the time of such termination; (b) solicit or otherwise attempt to divert business from or interfere in the Company relationship with any supplier of the Company or any customer served by the Company or and potential customer identified by the Company during the period of Executive’s employment hereunder; or (c) solicit, hire or otherwise interfere with the Company relationship with any Competing Businessperson then or previously employed by the Company; provided, however, that nothing that, after the termination of Executive’s employment, Executive shall not be bound by the Covenant set forth in this Agreement subparagraph following a material breach by the Company of any of its obligations to the Executive hereunder or in the event of the cessation or dissolution of the Company business. As used herein, “cessation or dissolution” means total liquidation of the Company and does not include a cessation of business due to any Change in Control. Nothing contained herein shall prevent prohibit Executive from (A) owning five percent (5%) or less up to 3% of the stock or other securities of a publicly held corporationtraded company that competes with the business of the Company or, following the termination of his employment with the Company, prevent the Executive from being employed by or otherwise affiliated with a line of business of another company that engages in multiple lines of business so long as the Executive is not employed by, does not in fact have the power provide services with respect to control, or direct the management of, and is not otherwise associated with, such corporation, involved in the line or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some lines of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries business of such other company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated compete with any Competing Business of the same company, and (B) Executive obtains the prior written consent of the Company, which consent shall not be unreasonably withheld.

Non-Competition. During (a) Employee understands and recognizes that his employment services to the Corporation are special and unique and agrees that, during the term of this Agreement and for a period of two (2) years (or one (1) year in the event that the employee is terminated within 1 year of the Effective Date),.he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity (‘Person”), enter into or engage in any business competitive with the Company Corporations business, or research activities, either as an individual for his own account, or as a partner, joint venturer, executive, agent, consultant, salesperson, officer, director of a Person operating or intending to operate in the area of the use of any of the compounds owned or licensed by the Corporation during the time of his employ. (b) During the term of this Agreement and for two (2) years (or one (1) year in the Non-Competition Periodevent that the employee is terminated within 1 year of the Effective Date) thereafter, Executive Employee shall not, directly or indirectly, without the prior written consent of the BoardCorporation: (i) interfere with, directly disrupt or indirectlyattempt to disrupt any past, ownpresent or prospective relationship, manage, operate, join, control, participate in, invest in contractual or otherwise , between the Corporation and any of its licensors, licensees, clients, customers, suppliers, employees, consultants or other related parties, or solicitor induce for hire any of the employees, or agents, of the Corporation or any such individual who in the past was employed or retained by the Corporation within six (6) months of the termination of said individual’s employment or retention by the Corporation; or (ii) solicitor accept employment or be connected retained by any party who, at any time during the term of this Agreement, was a customer or associated withsupplier of the Corporation or any of its affiliates or any licensor or licensee thereof where his position will be related to the business of the Corporation; or (iii) In the event that Employee breaches any provisions of this Section 5 or there is a threatened breach, then, in addition to any mannerother rights which the Corporation may have, including as an officerthe Corporation shall be entitled, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (A) owning five percent (5%) or less without the posting of the stock a bond or other securities of a publicly held corporationsecurity, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then injunctive relief to enforce the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (B) Executive obtains the prior written consent of the Company, which consent shall not be unreasonably withheldcontained herein.

Non-Competition. a. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows: (1) During his the Employment Term and, for a period of one (1) year following the date Executive ceases to be employed by the Company (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company, the business of any client or customer or prospective client or customer: (i) with whom Executive had personal contact or dealings on behalf of the Company during the one year period preceding Executive’s termination of employment; (ii) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company during the one year immediately preceding the Executive’s termination of employment; or (iii) for whom Executive had direct or indirect responsibility during the one year immediately preceding Executive’s termination of employment. (2) During the Restricted Period, Executive will not directly or indirectly: (i) engage in (A) the business of manufacturing equipment used in (x) the production, storage and end-use of hydrocarbon and industrial gases business or (y) low temperature and cryogenic applications, (B) any other businesses which the Company or its subsidiaries engage in during the term of Executive’s employment with the Company and the Non-Competition Period(C) any businesses which, Executive shall not, without the prior written consent as of the Boarddate of Executive’s termination of employment, the Company or its subsidiaries both (x) have specific plans to conduct in the future (and as to which Executive is aware of such planning) and (y) have allocated or invested capital as of the date of such termination of employment (a “Competitive Business”); (ii) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business; (iii) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, including as an individual, partner, shareholder, officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investorconsultant; or (iv) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any Competing Business; providedof its affiliates and customers, howeverclients, that nothing suppliers, partners, members or investors of the Company or its affiliates. (3) Notwithstanding anything to the contrary in this Agreement shall prevent Agreement, Executive from (A) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, indirectly own, managesolely as an investment, operatesecurities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or quotation system or on the over-the-counter market if Executive (i) is not a controlling person of, joinor a member of a group which controls, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall such person and (ii) does not, directly or indirectly, have own 5% or more of any responsibility whatsoever forclass of securities of such Person. (4) During the Restricted Period, provide Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any services whatsoever toPerson, directly or indirectly: (i) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or (ii) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or otherwise be connected within one year prior to or associated after, the termination of Executive’s employment with such Competing Business. Notwithstanding the foregoingCompany. (5) During the Restricted Period, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall will not, directly or indirectly, have solicit or encourage to cease to work with the Company or its affiliates any responsibility whatsoever forconsultant then under contract with the Company or its affiliates. b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, provide if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any services whatsoever toother restriction contained in this Agreement is an unenforceable restriction against Executive, or otherwise be connected or associated with any Competing Business the provisions of the same company, and (B) Executive obtains the prior written consent of the Company, which consent this Agreement shall not be unreasonably withheldrendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition. During his employment with (a) In view of the Employee's knowledge of the trade secrets and other proprietary information relating to the business of the Company and its subsidiaries and their customers which the Non-Competition Employee has heretofore obtained and is expected to obtain during the term the Employee is employed under this Agreement (the "Employment Period"), Executive shall not, without the prior written consent and in consideration of the Boardcompensation to be received hereunder, directly the Employee agrees: (i) that he will not during the Employment Period Participate In (as such term hereinafter defined) any other business or indirectly, own, manage, operate, join, control, participate in, invest in organization if such business or otherwise organization now is or shall then be connected competing with or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee be of a nature similar to the business of the Company or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from its subsidiaries and (ii) (A) owning five percent for a period of twelve (5%12) or less months after the Termination Date (as defined in Section 7) due to a termination of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, this Agreement for Cause or (B) performing services for an investment banksuch period as the Company shall continue to pay to the Employee his Base Salary and insurance benefits in accordance with Section 9(b) after a termination of the Employee's employment Without Cause, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, he will not in any mannergeographic area in which the Company does business as of the Termination Date compete with or be engaged in the same business as, or Participate In, any Competing Businessother business or organization which competes with or is engaged in the same business as, provided that Executive shall not, directly the Company or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder its subsidiaries with respect to Competing Businesses shall apply only any service offered or activity engaged in up to the divisions or subsidiaries Termination Date, except that in each case the provisions of this Section 3 will not be deemed breached merely because the Employee owns not more than 2% of the outstanding common stock of a corporation, if, at the time of its acquisition by the Employee, such company that conduct the Competing Businessesstock is listed on a national securities exchange, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever tois reported on NASDAQ, or otherwise be connected or associated with any Competing Business is regularly traded in the over-the-counter market by a member of the same company, and (B) Executive obtains the prior written consent of the Company, which consent shall not be unreasonably withhelda national securities exchange.

Non-Competition. During his employment with By and in consideration of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its Affiliates, the Non-Competition Period, Executive agrees that the Executive shall not, without except as otherwise provided herein, during the prior written consent Term and thereafter for the period during which the Severance Payments are payable or six months following the end of the Board, Term if no Severance Payments are payable (the “Restriction Period”) directly or indirectly, own, manage, operate, join, control, be employed by, or participate inin the ownership, invest in management, operation or otherwise control of or be connected or associated in any manner with, in including, without limitation, holding any mannerposition as a principal, including as an officeragent. owner, stockholder, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principalofficer, consultant, advisor, agentindependent contractor, proprietoremployee, trustee partner, or investorinvestor in, any Competing BusinessRestricted Enterprise (as defined below); provided, however, . that nothing in this Agreement no event shall prevent Executive from (A) owning five ownership of one percent (51%) or less of the stock or other outstanding securities of a publicly held corporationany class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), standing alone, be prohibited by this Section 4.2, so long as the Executive does not in fact have the power to controlhave, or direct exercise, any rights to manage or operate the management ofbusiness of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, and “Restricted Enterprise” shall mean any Person that is not otherwise associated withactively engaged in any business which is either (i) in competition with the business of the Company or any of its Affiliates conducted during the preceding six months (or following the Tern, such corporationthe six months preceding the last day of the Term), or (Bii) performing services for an investment bankproposed to be conducted by the Company or any of its Affiliates in the Company’s or Affiliate’s business plan as in effect at that time (or following the Term, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest the business plan as in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business effect as of the same companylast day of the Term). During the Restriction Period, and (B) Executive obtains the prior written consent upon request of the Company, which consent the Executive shall not be unreasonably withheldnotify the Company of the Executive’s then-current employment status.

Non-Competition. (a) During his employment with the Company term of this Agreement and for one year thereafter (subject to clause (b) of this Section 8, the Non-Competition "Restricted Period"), Executive the Employee shall not, without the prior written consent of the BoardCompany, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or , (i) become associated with, render services to, invest in, represent, advise or otherwise participate in any manner, including as an officer, director, employee, independent contractor, subcontractordirector, stockholder, member, manager, partner, principalpromoter, consultantagent of, advisor, agent, proprietor, trustee consultant for or investorotherwise, any Competing Businesssystems management software business which is conducted in any of the jurisdictions in which the Company's business is conducted; provided, however, that nothing in this Agreement shall contained herein will prevent Executive Employee from (A) owning less than five percent (5%) of any class of equity or less of the stock debt securities listed on a national securities exchange or other traded in any established over-the-counter securities of a publicly held corporationmarket, so long as Executive does not in fact have such involvement with the power to controlissuer of any such securities is solely that of a passive investor; (ii) for his own account or for the account of any other person or entity (A) interfere with the Company's relationship with any of its suppliers, customers, representatives or direct the management of, and is not otherwise associated with, such corporation, 5 agents or (B) performing services for an investment bank, investment advisor transact any business with any customer or investment fund that may, directly supplier of the Company which transacts or indirectly, own, manage, operate, join, control, participate in, invest in has transacted business with the Company at any time during the term of this Agreement; or (iii) employ or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever toengage, or solicit, entice or induce on behalf of himself or any other person or entity, the services, retention or employment of any person who has been an employee, sales representative, consultant to or agent of the Company within one year of the date of such offer or solicitation. (b) In the event that the Employee terminates his employment hereunder after a breach hereof by the Company, or if the Company terminates the Employee's employment hereunder other than for cause (as defined in Section 9(a) hereof), the covenant contained in Section 8(a) hereof shall extend for a period of one year beyond the termination of the Employee's employment only if the Company shall pay to the Employee on a monthly basis with respect to such period an amount equal to the annual compensation otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed provided for hereunder with respect to Competing Businesses the immediately preceding year during the term hereof. This Section 8(b) shall apply only be of no effect, and the Employee shall be subject to the divisions restrictive covenant contained in Section 8(a) hereof without the Company being obligated to make the payments referred to in the preceding sentence, if the Company terminates its employment of the Employee for cause (as defined in Section 9(a) hereof) or subsidiaries if the Employee terminates his employment hereunder in the absence of a breach hereof by the Company. (c) The parties hereto intend that the covenants contained in this Section 8 shall be deemed a series of separate covenants for each country, state, county and city. If, in any judicial proceeding, a court shall refuse to enforce all the separate covenants deemed included in this Section 8 because, taken together, they cover too extensive a geographic area, the parties intend that those of such company that conduct the Competing Businesses, provided that covenants (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business taken in order of the same companycities, counties, states and countries therein which are lease populous) which if eliminated would permit the remaining separate covenants to be enforced in such proceeding shall, for the purpose of such proceeding, be deemed eliminated from the provisions of this Section 8. (Bd) Executive obtains With respect to the prior written consent covenants contained in Sections 7 and 8 of this Agreement, Employee agrees that any remedy at law for any breach or threatened or attempted breach of such covenants may be inadequate and that the Company, which consent Company shall not be unreasonably withheldentitled to specific performance or any other mode of injunctive and/or other equitable relief to enforce its rights hereunder or any other relief a court might award without the necessity of showing any actual damage or irreparable harm or the posting of any bond or furnishing of other security.

Non-Competition. During his employment 1. Employee acknowledges and agrees that by entering into this Agreement with the Company and engaging in the Nonemployment relationship contemplated hereby, Employee will be performing significant duties on behalf of Company, and Employee will be exposed to certain valuable know-Competition Period, Executive shall not, without how and information relating to a highly competitive industry. Employee also acknowledges and agrees that the prior written consent covenants set forth in this section are a material part of the Boardconsideration bargained for by Company, and without Employee's agreement to be bound by such covenants, Company would not have agreed to enter into this Agreement or to engage Employee's services. 2. Employee agrees that during the term of this Agreement, and: (a) for two (2) years after any termination of this Agreement for Cause; or (b) for one (1) year after any termination of this Agreement without Cause, Employee will not, directly or indirectly, own(i) solicit, managedivert, operaterecruit, joininduce, controlencourage or attempt to influence any client, participate in, invest in or otherwise be connected or associated with, in any manner, including as an officer, directorcustomer, employee, consultant, independent contractor, subcontractorsalesman or supplier of Company, to cease to do business, decrease the level of business, or terminate his or her employment or otherwise cease his, her or its relationship with Company, as the case may be, or (ii) engage in (as a principal, agent, owner, consultant, partner, director, officer, employee, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, lender or otherwise), alone or in association with any Competing Businessperson or entity, or be financially interested in or otherwise connected with any business in any activity similar to or in connection with the specific activities of Company, and which such business activity is to produce, manufacture, import, market or distribute in the United States or Europe or Asia any product or service (A) which was produced, manufactured, imported, marketed or distributed by or for Company at any time or (B) which Company as of the date of termination had plans to produce, manufacture, import, market or distribute during the term of this section; provided, however, that nothing contained in this Agreement shall prevent Executive Employee from (A) owning five percent (holding for investment up to 5%) or less % of the stock or other any class of equity securities of a company whose securities are publicly held corporation, so long traded (other than Company as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, which there shall be no such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (B) Executive obtains the prior written consent of the Company, which consent shall not be unreasonably withheldlimitation).

Non-Competition. During his employment with the Company and the Non-Competition Period, Executive shall not, without the prior written consent term of the BoardEmployee's employment --------------- hereunder and for a period of one (1) year thereafter or for a period of one year after any termination of the Employee's employment hereunder, the Employee will not (a) engage, directly or indirectly, ownalone or as a shareholder (other than as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), managepartner, operateofficer, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, including as an officermember, director, employee, independent contractorconsultant or otherwise of any other business or organization that is engaged or becomes engaged in the development and/or sale of software and/or the provision of services which (in the specific markets penetrated by the Employer or as to which, subcontractorat or prior to the time of expiration of the initial or any extended term of this Agreement or at or prior to termination of the Employee's employment, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee it has taken significant steps to penetrate) (i) directly compete with the software sold by the Employer and/or with the services provided by the Employer or investor, (ii) compete with any Competing other business activity of the Employer (collectively referred to as "Competitive Business"); provided, however, that nothing the Employee shall not be prevented from being employed by or consulting with any division, subsidiary or affiliate of any company engaged in this Agreement shall prevent Executive from (A) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, Competitive Business so long as Executive does not in fact have the power to controldivision, subsidiary or direct the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries affiliate of such company that conduct the Competing Businesses, provided that (A) Executive shall not, does not directly or indirectlyindirectly engage in any Competitive Business or (b) solicit or encourage any officer, have any responsibility whatsoever for, provide any services whatsoever to, employee or otherwise be connected or associated with any Competing Business consultant of the same Employer to leave its employ for alternative employment. If during the said one-year period the Employee is employed or retained by another company, he shall, at least twenty one (21) days prior to commencement of employment or other duties for such company notify the Employer as to the name, address and (B) Executive obtains telephone number of such company and the prior written consent name of his new supervisor. The Employer shall have the Companyoption to take reasonable steps to verify that such employment shall not violate the provisions of this Section 9. The Employee will continue to be bound by the provisions of this ss.9 until their expiration, which consent and shall not be unreasonably withheldentitled to any compensation from the Employer with respect thereto except as may be provided in ss.6(d) hereof; provided, however, that this ss.9 shall not apply if the Employer shall default in the payment of any amount due to the Employee pursuant to ss.6(d) hereof and shall have failed to cure such default within twenty (20) days after written notice from the Employee specifying such default. If at any time the provisions of this ss.9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.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 court or other body having jurisdiction over the matter; and the Employee agrees that this ss.9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. During (a) The Consultant acknowledges that the Consulting Services are special, unique and extraordinary to the Company's business, and that he may during the Term hereof obtain confidential information of the Company's trade secrets, devices, software, production materials, algorithms, designs, technology, ideas, know-how, compositions, data, techniques, improvements, inventions (whether patentable or not), works of authorship, business and product development plans, the salaries and terms of compensation of the Company's employees, other consultants, customers and other information concerning the Company's actual or anticipated business, research or development, formulae, processes, codes, machinery and patterns (collectively, "Confidential Information"), the use or revelation of which by the Consultant during his employment with consultancy or after the termination of the consultancy hereunder, might, would or could injure or cause injury to the Company's business. Accordingly, the Consultant agrees that he will forever keep secret and inviolate any knowledge or information as to any Confidential Information and will not utilize the same for his private benefit or directly or indirectly for the benefit of others and he will never disclose such secret knowledge or information to anyone else. The foregoing shall not be applicable to any information which now is or hereafter shall be in the public domain other than as a result of a disclosure by the Consultant, is in the possession of the Consultant prior to the date of rendering any services to the Company and was not received directly or indirectly from the Non-Competition PeriodCompany, Executive shall not, or is independently developed by the Consultant without the prior written consent use of information received directly or indirectly from the Company. (b) Further, upon the termination of this Agreement, by the Company pursuant to Sections 8(a), (b) or (c) or upon the Consultant's voluntary resignation or upon the expiration of the BoardTerm hereof, the Consultant will not engage in any business in competition with the business of the Company within the Territory, nor directly or indirectlyindirectly perform services for any person, own, manage, operate, join, control, participate in, invest firm or corporation engaged in or otherwise be connected or associated with, such a competitive business in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in such territory for a period of twelve (12) months following such termination of his consultancy. (c) Subsequent to the termination of this Agreement shall prevent Executive from (Aand for the period set forth in Section 5(b) owning five percent (5%) hereof, the Consultant will not interfere with or less disrupt or attempt to disrupt the Company's business relationship with any Clients or any of its other customers, vendors or suppliers or solicit any of the stock consultants or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business employees of the same company, and (B) Executive obtains Company to leave the prior written consent employ of the Company, which consent shall not be unreasonably withheld.

Non-Competition. During his Executive further agrees with the Company to the following provisions, all of which Executive acknowledges and agrees are necessary to protect the Company’s legitimate business interests. Executive covenants and agrees with the Company that: (i) Unless otherwise agreed between the parties, Executive shall not, during her employment with the Company and the Non-Competition Periodfor a period of eighteen (18) months thereafter, Executive shall not, without the prior written consent of the Board, either directly or indirectly, own, manage, operate, join, control, participate engage in, invest in render service or otherwise be connected other assistance to, or associated withsell products or services, in or provide resources of any mannerkind, including whether as an owner, partner, shareholder, officer, director, employee, independent contractorconsultant or in any other capacity, subcontractorwhether or not for consideration, stockholderto any person, membercorporation, manageror any entity, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, howeverwhatsoever, that nothing owns, operates or conducts a business that competes, in any way, with the Company Business (as defined at the start of this Agreement Agreement), other than the ownership of 5% or less of the shares of a public company where Executive is not active in the day-to-day management of such company. With respect to the post employment application of this Section 5(d)(i), the restrictions shall prevent extend only to those specific countries or provinces where the Company conducts business on the day that Executive’s employment with the Company terminates. (ii) Executive from shall not, during her employment with the Company and for a period of eighteen (18) months thereafter, either directly or indirectly, (A) owning solicit, call on or contact any Customer of the Company with whom Executive has had material contact during her employment with the Company for the purpose or with the effect of offering any products or services of any kind offered by the Company at that time or during her employment with the Company, (B) request or advise any present or future vendors or suppliers to the Company to cancel any contracts, or curtail their dealings, with the Company, or (C) assist any other person or entity in connection with any action described in any of the foregoing clauses (A) through (B). (iii) During her employment with the Company, Executive shall not own, or permit ownership by Executive’s spouse or any minor children under the parental control of Executive, directly or indirectly, an amount in excess of five percent (5%) or less of the outstanding shares of stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or five percent (B5%) performing services for an investment bankof any business venture of any kind, investment advisor which operates or investment fund conducts a business that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated withcompetes, in any mannerway, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (B) Executive obtains the prior written consent of the Company, which consent shall not be unreasonably withheld.

Non-Competition. During his By and in consideration of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its affiliates, the Executive agrees that the Executive shall not, during the Executive’s employment with the Company (whether during the Term or thereafter) and for a period of twelve (12) months thereafter (the Non-Competition “Restriction Period, Executive shall not, without the prior written consent of the Board”), directly or indirectlyindirectly (other than in connection with carrying out his responsibilities for the Company and its affiliates), own, manage, operate, join, control, be employed by, or participate inin the ownership, invest in management, operation or otherwise control of, or be connected or associated in any manner with, in including, without limitation, holding any manner, including position as an officera stockholder, director, employeeofficer, consultant, independent contractor, subcontractor, stockholder, member, manageremployee, partner, principal, consultant, advisor, agent, proprietor, trustee or investorinvestor in, any Competing BusinessRestricted Enterprise (as defined below); provided, however, that nothing in this Agreement no event shall prevent Executive from (A) owning five ownership of three percent (53%) or less of the stock or other outstanding securities of a publicly held corporationany class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not in fact have the power to controlhave, or direct exercise, any rights to manage or operate the management ofbusiness of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, and “Restricted Enterprise” shall mean any Person that is not otherwise associated withactively engaged in any geographic area in which the Parent, such corporationthe Company, or any of their respective subsidiaries (Bthe “Company Group”) performing services for an investment bank, investment advisor operates or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, markets in any manner, business which is in material competition with the business of any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business member of the same companyCompany Group (i) conducted during the preceding twelve (12) months (or following the Executive’s termination of employment, and the twelve (B12) Executive obtains months preceding the prior written consent date of termination of the Executive’s employment with the Company) or (ii) proposed to be conducted by any member of the Company Group in its business plan as in effect at that time (or following the Executive’s termination of employment, the business plan as in effect as of the date of termination of the Executive’s employment with the Company). During the Restriction Period, upon request of the Company, which consent the Executive shall not be unreasonably withheldnotify the Company of the Executive’s then-current employment status.

Non-Competition. During his (a) By and in consideration of the payments and benefits to be provided, Executive agrees that from the date hereof and until the Executive's employment with the Company is terminated for any reason whatsoever, including any resignation by Executive or any termination of Executive by the Company (the "Term") and for a period of one year thereafter (the "Non-Competition Compete Period"), the Executive shall not, without the prior written consent : (i) directly or indirectly through another person or entity induce or attempt to induce any employee of the BoardCompany to leave the employ of the Company, or in any way interfere with the relationship between the Company, on the one hand, and any employee thereof, on the other hand; (ii) directly or indirectlyindirectly through another person or entity induce or attempt to induce any customer, supplier, subcontractor, licensee or other business relation of the Company to cease doing business with the Company, or in any way interfere with the relationship between any such customer, supplier, subcontractor, licensee or business relation, on the one hand, and the Company, on the other hand; or (iii) directly or indirectly own, lend money to, manage, operate, join, control, consult with, render services, be employed by, or participate inin the ownership, invest in management, operation or otherwise control of, or be connected or associated with, in any manner, manner (including as an officerbut not limited to holding the positions of shareholder, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principalofficer, consultant, advisorindependent H contractor, agentemployee, proprietor, trustee partner or investor, ) in any Competing business in which the Company or any of its subsidiaries are engaged in as of the date of this Agreement (which is core optical switches at levels OC-48 and above) ("Competitive Business") during the Term; provided, however, that nothing in this Agreement that, notwithstanding the foregoing sentence, the Executive shall prevent Executive from be permitted to (Ai) owning own, for investment purposes (directly or indirectly) not more than five percent (5%) of total outstanding common stock or less debt of a public company and (ii) be employed by a Competitive Business if the Executive's employment duties do not relate to the business in which the Company or any of its subsidiaries is engaged in as of the stock or other securities date of a publicly held corporation, so long this Agreement; (b) The Executive expressly recognizes and agrees that the restraints imposed by this Section 1 are reasonable as Executive does not in fact have the power to control, or direct the management of, time and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business scope and some of which conduct other businesses which are not Competing Businesses, then oppressive. The Executive further expressly recognizes and agrees that the restrictions restraints imposed hereunder with respect to Competing Businesses shall apply only to by this Section 1 represent a reasonable and necessary restriction for the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business protection of the same company, and (B) Executive obtains the prior written consent legitimate interests of the Company, that the failure by the Executive to observe and comply with the covenants and agreements in this Section 1 will cause irreparable harm to the Company, that it is and will continue to be difficult to ascertain the harm and damages to the Company that such a failure by the Executive would cause, that the consideration received by the Executive for entering into these covenants and agreements is fair, that these covenants and agreements and their enforcement will not deprive the Executive of his ability to earn a reasonable living, and that the Executive has acquired knowledge and skills in this field that will allow him to obtain employment without violating these covenants and agreements. If, however, for any reason any court determines under applicable law that the provisions in Section 1 pertaining to duration, scope and geographic area in relation to non-competition are too broad or otherwise unreasonable, that the consideration provided hereunder is inadequate or that the Executive has been prevented unlawfully from earning a livelihood (together, such provisions being hereinafter referred to as "Restrictions"), such Restrictions shall be interpreted, modified or rewritten, and such court is hereby requested and authorized by the Company and the Executive to revise the Restrictions, to include the maximum Restrictions as are valid and enforceable under applicable law. The Executive further expressly acknowledges that he has been encouraged to consult and has consulted independent counsel, and has reviewed and considered this Agreement with that counsel, before executing this Agreement. (c) The Executive shall inform any prospective or future employer of any and all restrictions contained in this Agreement and provide such employer with a copy of such restrictions (but no other terms of this Agreement), prior to the commencement of that employment. (d) During the Term and during the Non-Compete Period, the Executive will not directly or indirectly disclose to any person, or use or otherwise exploit for his own benefit or for the benefit of any person, other than the Company, any Confidential Information or Trade Secrets other than any of the foregoing which consent becomes public information without any breach of this Agreement by the Executive. During the Term and during the Non-Compete Period, the Executive will be allowed to disclose Confidential Information when required to do so by legal process, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body that requires the Executive to divulge, disclose or make accessible such information. If so ordered, the Executive shall not be unreasonably withheldgive prompt written notice to the Company prior to such disclosure in order to allow the Company the opportunity to object to or otherwise resist such order.

Non-Competition. During In consideration of the Corporation's entering into this Agreement: 7.1 Employee agrees that during the Term hereof and, (i) in the event Employee voluntarily terminates his employment with or the Company and Corporation terminates Employee's employment for cause, prior to the Non-Competition Periodexpiration of one (1) year following such termination of Employee's employment, Executive shall notor (ii) in the event Employee is terminated for reasons other than for cause, without then for such period (not to exceed one (1) year) as the prior written consent of the BoardCorporation continues to pay Employee's base salary to him, he will not directly or indirectly, indirectly own, manage, operate, join, control, participate in, perform any services for, invest in in, or otherwise be connected or associated with, in any manner, including whether as an officer, director, employee, independent contractor, subcontractor, stockholder, member, managerconsultant, partner, principal, consultant, advisor, agent, proprietor, trustee investor or investorotherwise, any Competing Business; providedbusiness entity which is engaged in the design, however, that nothing manufacture and/or sale of any gaming devices or any business entity which is engaged in this Agreement any other business in which the Corporation or any of its Affiliates is engaged. Nothing herein contained shall prevent Executive be deemed to prohibit Employee from (A) owning investing his funds in securities of a company if the securities of such company are listed for trading on a national stock exchange or traded in the over-the-counter market and Employee's holdings therein represent less than five percent (5%) or less percent of the stock total number of shares or principal amount of other securities of a publicly held corporationsuch company outstanding. 7.2 Employee agrees that Employee will not, so long as Executive does not in fact have during the power Term hereof or prior to controlthe expiration of one (1) year following the termination of the Employee's employment for any reason, or direct without the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that maywritten consent of the Corporation, directly or indirectly, ownby action alone or in concert with others, manageinduce or influence, operateor seek to induce or influence any person who is engaged by the Corporation or any of its Affiliates as an employee, joinagent, controlindependent contractor or otherwise, participate into terminate his employment or engagement, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive nor shall notEmployee, directly or indirectly, have through any responsibility whatsoever forother person, provide any services whatsoever tofirm or corporation, employ or engage, or otherwise be connected solicit for employment or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever toengagement, or otherwise be connected advise or associated with recommend to any Competing Business of other person or entity that such person or entity employ or engage or solicit for employment or engagement, any person or entity employed or engaged by the same company, and (B) Executive obtains the prior written consent of the Company, which consent shall not be unreasonably withheldCorporation.

Non-Competition. During his employment with The Company and the Employee agree that the services rendered by the Employee are unique and irreplaceable. In addition to and in furtherance of Section 8 of this Agreement, the Company and the Non-Competition PeriodEmployee agree that the Employee has had, Executive and will continue to have, unlimited access to the Confidential Information and that preserving the proprietary nature of the Confidential Information is of utmost importance to the Company. By giving the Employee an opportunity or incentive to breach his obligations to the Company under Section 8 of the Agreement, any relationship between the Employee and a competitor of the Company during or following the Term of Employment will potentially cause the Company irreparable injury, regardless (in the event of termination or expiration of the Term of Employment) of the circumstances under which the Term of Employment ends, and even if the Employee is terminated by the Company for cause. Therefore, in light of the foregoing, the Employee agrees that during the Term of Employment and for a period of two (2) years thereafter, the Employee shall not, without the prior written consent of the Board, directly or indirectly, ownthrough any other person, managefirm, operate, join, control, participate in, invest in corporation or otherwise be connected or associated with, in any manner, including other entity (whether as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisorholder of equity or debt investment, agentlender or in any other manner or capacity): (a) in any geographical area in the United States or in those foreign countries where the Company, proprietorduring the Term of Employment, trustee conducts or investorproposes to conduct business or initiate activities, design, manufacture, sell, market, offer to sell or supply video or television technology similar to that being developed or sold by the Company on the date of the termination of Employee's employment under this Agreement for any Competing Businessreason; (b) solicit, induce, encourage or attempt to induce or encourage any employee of the Company to terminate his or her employment with the Company or to breach any other obligation to the Company; (c) solicit, interfere with, disrupt, alter or attempt to disrupt or alter the relationship, contractual or otherwise, between the Company and any customer, potential customer, or supplier of the Company; or (d) engage in or participate in any business conducted under any name that shall be the same as or similar to the name of the Company or any trade name used by it; provided, however, that nothing in the event the Employee's employment is terminated by the Company for cause pursuant to Section 11 of this Agreement, then following such termination Employee shall have no further obligations under this Section 9 unless the Company, in its sole discretion, elects to make additional payments to Employee as provided under Section 11. The Employee acknowledges that the foregoing geographic, activity and time limitations contained in this Agreement shall prevent Executive from (A) owning five percent (5%) or less Section 9 are reasonable and properly required for the adequate protection of the stock Company's business. In the event that any such geographic, activity or other securities time limitation is deemed to be unreasonable by a court, the Employee shall submit to the reduction of a publicly held corporation, so long either said activity or time limitation to such activity or period as Executive does not the court shall deem reasonable. In the event that the Employee is in fact have violation of the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest restrictive covenants set forth in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businessesthis Section 9, then the restrictions imposed hereunder with respect to Competing Businesses time limitation for such covenants shall apply only be extended for a period of time equal to the divisions or subsidiaries pendency of any proceedings brought to enforce such company that conduct the Competing Businessescovenants, provided that (A) Executive shall not, directly or indirectly, have including any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (B) Executive obtains the prior written consent of the Company, which consent shall not be unreasonably withheldappeals.

Non-Competition. During his employment with the Company and the (a) The term of Non-Competition Period, Executive (herein so called) shall not, without be for a term beginning on the prior written consent effective date hereof and continuing until (i) the first anniversary of the BoardDate of Termination if the Employee's employment is terminated by the Company for Cause or due to Disability or by the Employee without Good Reason, or (ii) the last day of the Severance Period if the Employee's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Employee for Good Reason. (b) During the term of Non-Competition, the Employee shall not (other than for the benefit of the Company or its affiliates pursuant to this Agreement), directly or indirectly, ownrender services to, manage, operate, join, controlassist, participate inin the affairs of, invest in or otherwise be connected with, any person or associated withenterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in and the Employee has knowledge of such plans, and shall not personally engage in, any business that is in any respect competitive with the business of the Company, with respect to any products of the Company that were within the Employee's responsibility at any time within the twelve-month period immediately prior to the termination of the Employee's employment with the Company, in any mannercapacity which would (i) utilize the Employee's services with respect to any such business (a) located within any state of the United States, including as an officeror any substantially comparable political subdivision of any other country, directorwherein the Company sold or actively attempted to sell, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee such products within the twelve-month period immediately prior to the termination of the Employee's employment with the Company or investor, (b) which sells or markets products similar to products sold or marketed by the Company in any such state or comparable subdivision; or (ii) utilize the Employee's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Employee's employment with the Company (a "Competing Business; provided"). Notwithstanding the foregoing, however, the Company agrees that nothing in this Agreement shall prevent Executive from (A) owning the Employee may own less than five percent (5%) or less of the stock or other outstanding voting securities of any publicly traded company that is a publicly held corporation, Competing Business so long as Executive the Employee does not otherwise participate in fact have such Competing Business in any way prohibited by the power to controlpreceding clause. (c) During the term of Non-Competition, or direct the management ofEmployee will not, and is will not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that maypermit any of his affiliates to, directly or indirectly, own, manage, operate, join, control, participate in, invest in recruit or otherwise be connected solicit or associated withinduce any employee, in any mannercustomer, any Competing Business, provided that Executive shall not, directly subscriber or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business supplier of the same companyCompany to terminate its employment or arrangement with the Company, and (B) Executive obtains otherwise change its relationship with the prior written consent Company or establish any relationship with the Employee or any of his affiliates for any business purpose deemed competitive with the business of the Company. (d) The Employee acknowledges that the geographic boundaries, which consent scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates. (e) As used in this Section 9, "Company" shall not be unreasonably withheldinclude the Parent and any of its direct or indirect subsidiaries.

Non-Competition. During Section 7.1 The restrictive covenants contained in this Article VII and in Article VIII hereof are supported by consideration to Employee hereunder. As a material incentive for the Company to enter into this Agreement, Employee hereby agrees that he will not at any time during his employment with by the Company and for a period commencing on the date of termination of his employment and continuing until the expiration of 24 months (the "Non-Competition Period"), directly or indirectly, for himself or for others, in any state of the United States, or in any foreign country where the Company or any of its affiliates is then conducting any business: (a) engage in any business that is directly competitive with activities conducted by the Company (or any of the Company's subsidiaries or divisions), which activities conducted by the Company (or any of the Company's subsidiaries or divisions) represent in the aggregate greater than 25% of the Company's proforma consolidated revenues in 2000; (b) render advice or services to, or otherwise assist, any other person or entity who is engaged, directly or indirectly, in any business that is directly competitive with activities conducted by the Company (or any of the Company's subsidiaries or divisions), which activities conducted by the Company (or any of the Company's subsidiaries or divisions) represent in the aggregate greater than 25% of the Company's proforma consolidated revenues in 2000; or (c) transact any business in any manner pertaining to suppliers or customers of the Company or any affiliate which, in any manner, would have, or is likely to have, an adverse effect upon the Company or any affiliate. The foregoing shall not prohibit Employee's continued participation in those activities in which he is engaged on the date hereof and which have been disclosed to the Company. Notwithstanding the foregoing, in the event of termination of this Agreement pursuant to Section 4.1(d), 4.1(e) or 4.2(a), the prohibitions of this Article VII shall no longer apply at such time as Employee waives his right to receive any further payments under Section 4.1(d), 4.1(e) or 4.2(a), as the case may be. Section 7.2 Employee understands that the foregoing restrictions may limit his ability to engage in a business similar to the Company's business in specific areas of the world for the Non-Competition Period, Executive shall notbut acknowledges that he will receive sufficiently high remuneration and other benefits from the Company hereunder to justify such restriction. In addition to any remedies provided under applicable law, without the prior written consent Company and Employee agree that during the period the Company is paying compensation and benefits to Employee pursuant to Articles III or IV hereof, the Company's remedy for breach of the Boardprovisions of this Article VII shall include, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise but shall not be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (A) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever limited to, or the termination of all compensation and all benefits to Employee otherwise be connected or associated with such Competing Business. Notwithstanding provided under this Agreement. Section 7.3 It is expressly understood and agreed that the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business Company and some of which conduct other businesses which are not Competing Businesses, then Employee consider the restrictions imposed hereunder with respect contained in Section 7.1 hereof to Competing Businesses shall apply only to be reasonable and necessary for the divisions or subsidiaries purposes of such company that conduct preserving and protecting the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, good will and (B) Executive obtains the prior written consent proprietary information of the Company, which consent shall not nevertheless, if any of the aforesaid restrictions is found by a court having jurisdiction to be unreasonably withheldunreasonable, over broad as to geographic area or time or otherwise unenforceable, the parties intend for the restrictions therein set forth to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced.

Non-Competition. During In exchange for the consideration described above in Section 5.01, Employee agrees that during his employment with the Company and for a period of six (6) months after he is no longer employed by the Non-Competition Period, Executive shall not, without the prior written consent of the Board, directly or indirectly, own, manage, operate, join, control, participate in, invest Company (unless his employment is terminated after a Change in or otherwise be connected or associated withControl, in any mannerwhich event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination of Employee), including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (A) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall Employee will not, directly or indirectly, have any responsibility whatsoever either as an individual, proprietor, stockholder (other than as a holder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which (i) is primarily engaged in the drilling and workover of oil and gas w▇▇▇▇ within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services whatsoever towhich the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee’s termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment of, contract for services or work to be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be connected unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company’s present offices, (ii) any of the Company’s present rig yards or associated with such Competing Businessrig operations and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, a rig operation or definitive plans to locate an office, a rig operation or a rig yard or has recently conducted rig operations. Notwithstanding the foregoing, if a company has separate divisions the two hundred (200) mile radius extends into another country or subsidiariesits territorial waters and the Company is not then doing business in that other country, some of which conduct a Competing Business and some of which conduct there will be no territorial limitations extending into such other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (B) Executive obtains the prior written consent of the Company, which consent shall not be unreasonably withheldcountry.

Non-Competition. During his employment with Except as set forth in this Section 13, --------------- the Shareholder agrees that, to assure that Parent will retain the value of the business of the Company and the Non-Competition Period, Executive shall not, without Company Subsidiaries as a "going concern," for a period of five years beginning on the prior written consent earlier of the BoardEffective Time or the Option Closing, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (A) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive Shareholder shall not, directly or indirectly, through one or more affiliates, engage or have any responsibility whatsoever foran interest, provide any services whatsoever toanywhere in the United States or Europe, alone or in association with others, as partner or stockholder or through the investment of capital, lending of money or property, or otherwise otherwise, in any business that competes with the products and services provided by the Company or any Company Subsidiary as of such date; provided, however, that it shall not be connected a violation of this Section 13 for the Shareholder or associated with such Competing Business. Notwithstanding any of its affiliates to (i) invest in securities representing less than 10 percent of the foregoingoutstanding capital stock of any Person, if a company has separate divisions or subsidiaries, some the securities of which conduct are publicly traded or listed on any securities exchange or automated quotation system, or (ii) invest in, own an interest in or acquire, in a Competing Business single transaction or series of transactions, all or a majority of the equity interests in, or assets of, any Person that did not derive at least 25 percent of its consolidated net revenue during its last completed fiscal year from any business that competes with the products and some services provided by the Company or any Company Subsidiary as of which conduct other businesses which are not Competing Businessesthe date referenced above. During the three years beginning on the earlier of the Effective Time or the Option Closing, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive Shareholder shall not, directly or indirectly, have through one or more affiliates, on behalf of itself or any responsibility whatsoever forother Person, provide (i) recruit or otherwise solicit or induce any services whatsoever toperson who is an employee of, or otherwise be connected engaged by, Parent, the Company or associated any Company Subsidiary or any of their successors to terminate his or her employment or other relationship with Parent, the Company or any Competing Business Company Subsidiary or (ii) offer employment to or employ a person who is at that time an employee (other than secretarial or clerical employees) of Parent, the Company or any Company Subsidiary or who was such an employee within two years of the same companytime of such offer of employment. The foregoing shall not, and (B) Executive obtains however, prohibit the prior written consent Shareholder or any of the Company, which consent shall not be unreasonably withheldits affiliates from publishing any general public solicitation of employment opportunities.

Non-Competition. During In exchange for the consideration described above in Section 5.01, Employee agrees that during his employment with the Company and for a period of two (2) years after he is no longer employed by the Non-Competition Period, Executive shall not, without Company (unless (i) Employee is terminated after a Change in Control with the prior written consent of the Board, directly right to payments and benefits under Article IV or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with(ii) Employee is terminated pursuant to Section 3.06, in any mannerwhich events there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination of Employee), including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (A) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall Employee will not, directly or indirectly, have any responsibility whatsoever either as an individual, proprietor, stockholder (other than as a holder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any services whatsoever toway engage in any business which (i) is primarily engaged in the drilling and workover of oil and gas ▇▇▇▇▇ within the geographical area described in Section 5.02(e) and (ii) actually competes with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within three (3) years preceding Employee’s termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the three (3) years preceding such termination from whom the Company had solicited business during such three (3) years; or c. actively solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. directly or indirectly (i) influence the employment of, or engagement in any contract for services or work to be performed by, or (ii) otherwise be connected use, utilize or associated benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such Competing Businessofficer, director, employee or individual terminated employment with the Company, whichever period expires earlier. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company’s present offices, (ii) any of the Company’s present rig yards or rig operations and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, a rig operation or definitive plans to locate an office, a rig operation or a rig yard or has recently conducted rig operations. Notwithstanding the foregoing, if a company has separate divisions the two hundred (200) mile radius extends into another country or subsidiariesits territorial waters and the Company is not then doing business in that other country, some of which conduct a Competing Business and some of which conduct there will be no territorial limitations extending into such other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (B) Executive obtains the prior written consent of the Company, which consent shall not be unreasonably withheldcountry.

Non-Competition. During his employment with a. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows: (1) During the Non-Competition period in which Executive remains employed by the Company and for a period of 24 months following the date Executive ceases to be employed by the Company (which, for the avoidance of doubt, cessation of employment may occur after the expiration of the Employment Term)(the “Restricted Period”), subject to the Company’s payment to Executive of any amounts owing to Executive pursuant to Section 7 (other than any failure by the Company to make such payment in connection with or as a result of Executive’s breach of the provisions of Section 8 or 9), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company, the business of any client or prospective client: (i) with whom Executive had personal contact or dealings on behalf of the Company during the one year period preceding Executive’s termination of employment; (ii) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company during the one year immediately preceding the Executive’s termination of employment; or (iii) for whom Executive had direct or indirect responsibility during the one year immediately preceding Executive’s termination of employment. (2) During the Restricted Period, Executive shall notwill not directly or indirectly: (i) engage in any business that competes with the business of the Company or its affiliates (including, without limitation, businesses which the prior written consent Company or its affiliates have specific plans to conduct in the future and as to which Executive is aware of such planning) in any geographical area that is within 100 miles of any geographical area where the BoardCompany or its affiliates manufactures, produces, sells, leases, rents, licenses or otherwise provides its products or services (a “Competitive Business”); (ii) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business; (iii) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, including as an individual, partner, shareholder, officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investorconsultant; or (iv) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any Competing Business; providedof its affiliates and customers, howeverclients, that nothing suppliers, partners, members or investors of the Company or its affiliates. (3) Notwithstanding anything to the contrary in this Agreement shall prevent Agreement, Executive from (A) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, indirectly own, managesolely as an investment, operatesecurities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (i) is not a controlling person of, joinor a member of a group which controls, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall such person and (ii) does not, directly or indirectly, have own 5% or more of any responsibility whatsoever forclass of securities of such Person. (4) During the Restricted Period, provide Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any services whatsoever toPerson, directly or indirectly: (i) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or (ii) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or otherwise be connected within one year prior to or associated after, the termination of Executive’s employment with such Competing Business. Notwithstanding the foregoingCompany. (5) During the Restricted Period, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall will not, directly or indirectly, have solicit or encourage to cease to work with the Company or its affiliates any responsibility whatsoever forconsultant then under contract with the Company or its affiliates. b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 8 to be reasonable, provide if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any services whatsoever toother restriction contained in this Agreement is an unenforceable restriction against Executive, or otherwise be connected or associated with any Competing Business the provisions of the same company, and (B) Executive obtains the prior written consent of the Company, which consent this Agreement shall not be unreasonably withheldrendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition. (a) During the period during which Executive is employed hereunder and, at the Company's option and subject to the Company continuing to pay the Executive all salary and benefits paid to him in the year preceding his employment termination, during the one-year period following such termination (the "Non-Competition Period"): (i) the Executive will not make any statement or perform any act intended to advance an interest of any existing or prospective competitor of the Company or any of its Affiliates in any way that will or may injure an interest of the Company or any of its Affiliates in its relationship and dealings with existing or potential customers or clients, or solicit or encourage any other executive of the Company or any of its Affiliates to do any act that is disloyal to the Company or any of its Affiliates or inconsistent with the interest of the Company or any of its Affiliate's interests or in violation of any provision of this Agreement; (ii) the Executive will not solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any of the clients, customers, dealers, distributors, representatives or accounts, or prospective clients, customers, dealers, distributors, representatives or accounts, of the Company or its Affiliates which were contacted, solicited or served by employees of the Company while the Executive was employed by the Company; (iii) the Executive will not directly or indirectly (as a director, stockholder, officer, Executive, manager, consultant, independent contractor, advisor or otherwise) engage in competition with, or own any interest in, perform any services for, participate in or be connected with (i) any business or organization which engages in competition with the Company and or any of its Affiliates in the United States or any other geographical area where any business is presently carried on by the Company or any of its Affiliates, or (ii) any business or organization which engages in competition with the Company or any of its Affiliates in any geographical area where any business shall be hereafter, during the period of the Executive's employment by the Company, carried on by the Company or any of its Affiliates, if such business is being carried on by the Company or any of its Affiliates in such geographical area during the Non-Competition Period; and (iv) the Executive will not directly or indirectly solicit for employment, or advise or recommend to any other person that they employ or solicit for employment, any employee of the Company or any of its Affiliates; provided, however, that there shall be no Non-Competition Period following the termination of the Executive without Cause, or following the termination by the Executive of his employment for Good Reason; and provided, further, that the provisions of this Section 11(a) shall notnot be deemed to prohibit the Executive's ownership of not more than five percent (5%) of the total shares of all classes of stock outstanding of any publicly-held company. (i) The Executive further agrees that the limitations set forth in this Section 11 (including, without limitation, any time or territorial limitations) are reasonable and properly required for the prior written consent adequate protection of the Boardbusinesses of the Company and its Affiliates. It is understood and agreed that the covenants made by the Executive in this Section 11 (and in Section 10 hereof) shall survive the expiration or termination of this Agreement. (ii) The Executive acknowledges and agrees that a remedy at law for any breach or threatened breach of the provisions of this Section 11 would be inadequate and, directly therefore, agrees that the Company and any of its Affiliates shall be entitled to injunctive relief in addition to any other available rights and remedies in cases of any such breach or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Businessthreatened breach; provided, however, that nothing in this Agreement contained herein shall prevent Executive be construed as prohibiting the Company or any of its Affiliates from (A) owning five percent (5%) pursuing any other rights and remedies available for any such breach or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (B) Executive obtains the prior written consent of the Company, which consent shall not be unreasonably withheldthreatened breach.

Non-Competition. During his (a) While the Employee is employed by the Company and for a period of one year after the termination or cessation of such employment for any reason, except as expressly permitted under the Employee’s Employment Agreement, the Employee will not directly or indirectly: as an individual proprietor, partner, stockholder, officer, employee, director, joint venturer, investor, lender, consultant, or in any other capacity whatsoever (other than as the holder of not more than one percent of the combined voting power of the outstanding stock of a publicly held company), engage in the business of developing, designing, producing, marketing, selling or rendering (or assisting any other person in developing, designing, producing, marketing, selling or rendering) immuno-oncology products, DNA-based biotherapeutic products involving in vivo expression of effectors for the treatment of cancer, or other products or product candidates that are otherwise substantially similar to those that have been or are being developed, designed, produced, marketed, sold or rendered by the Company while the Employee was employed by the Company; or (ii) solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any of the clients, customers or accounts, or prospective clients, customers or accounts, of the Company which were contacted, solicited or served by the Employee while employed by the Company. (b) Notwithstanding the restrictions set forth in Section 3(a) above, after the termination or cessation of Employee’s employment with the Company, nothing herein shall prevent Employee from (i) becoming a faculty member and/or serving on the staff of an academic institution, and while so employed, performing research, including in immuno-oncology and/or gene therapy, using institutional funds, philanthropy gifts, grants, and sponsored research agreements from third-parties (ii) working for the U.S. or any state government or any agency or instrumentality thereof, (iii) working for any non-profit cancer center, (iv) working for any non-profit entity or non-governmental organization (NGO) and (v) working for a for-profit health care delivery organization. In each such case, no such activity shall allow Employee to use any Proprietary Information of the Company and the Non-Competition Period, Executive shall not, without the prior written consent of the Board, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (A) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (B) Executive obtains the prior written consent approval of the Company. (c) If the Employee violates the provisions of Section 3(a), which consent the Employee shall not continue to be unreasonably withheldbound by the restrictions set forth in Section 3(a) until a period of one year has expired without any violation of such provisions.

Non-Competition. During his employment (a) Other than as the Purchaser has already disclosed to the Company concerning the Purchaser's current activities and operations and as expanded in the future in businesses competitive with the Company and Company's, all of which are expressly excluded from the Non-Competition Periodterms of this Section 4.2, Executive shall the Purchaser will not, without the prior written consent of the Board, directly or indirectly, own, manage, operate, join, controlown any interest in, participate or engage in, invest in or otherwise be connected or assist, render any services (including advisory services) to, become associated with, work for, or otherwise become in any mannerway or manner connected with the ownership, including as an officermanagement, directoroperation, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investorcontrol of, any Competing Businessperson that engages in, or assists others in engaging in or conducting any business, which deals, directly or indirectly, in products or services competitive with the Company's, or any of its Subsidiaries', product line or services, anywhere in the world; provided, however, that nothing the above shall not be deemed to prohibit the Purchaser from owning or acquiring securities issued by any corporation whose securities are listed with a national securities exchange or are traded in this Agreement shall prevent Executive from (A) owning five percent (5%) or less of the stock or other securities of a publicly held corporationover-the-counter market, so long as Executive does not in fact have provided that the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that mayPurchaser at no time owns, directly or indirectly, ownbeneficially or otherwise, managetwo (2%) percent or more of any class of any such corporation's outstanding capital stock. (b) Except as specifically provided in this subsection (b), operatenotwithstanding anything contained in subsection (a) above, jointhe Purchaser will not knowingly provide or solicit to provide to any person any goods or services which are competitive with those provided by the Company or any of its Subsidiaries, controlor which would be competitive with the goods or services that the Company or any of its Subsidiaries has planned to provide to any customer of the Company or any of its Subsidiaries. (c) The Purchaser agrees that it shall not divulge to others, participate innor shall he use to the detriment of the Company or any of its Subsidiaries, invest in or otherwise be connected or associated with, in any mannerbusiness or process of manufacture competitive with or similar to any technology, business or process of manufacture engaged in by the Company or any of its Subsidiaries, any Competing Businessconfidential or trade secret information relating to technology, provided that Executive shall notsales, directly salesmen, sales volume or indirectlystrategy, have any responsibility whatsoever forcustomers, provide any services whatsoever toformulas, processes, methods, machines, manufactures, compositions, ideas, improvements or otherwise be connected inventions belonging to or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only relating to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business business of the same companyCompany or its Subsidiaries. (d) The Purchaser will neither solicit, and (B) Executive obtains the prior written consent hire or seek to solicit or hire any of the Company, which consent 's or any of its Subsidiaries' personnel in any capacity whatsoever nor shall not be unreasonably withheldthe Purchaser induce or attempt to induce any of the Company's or any of its Subsidiaries' personnel to leave the employ of the Company to work for the Purchaser or otherwise.

Non-Competition. During his employment with At all times during the Company Employment Period and for a period of one (1) year after expiration or termination of the Non-Competition Employment Period, Executive shall not, other than as a result of (i) a termination by the Corporation without the prior written consent of the Board, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from cause (A) owning five percent (5%pursuant to Section 4.2) or less of (ii) by the stock or other securities of a publicly held corporation, so long Executive for Good Reason (as defined in Section 5.2(b) hereof): (a) the Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall will not, directly or indirectly, have either individually or as owner, partner, agent, employee, consultant or otherwise, except for the account of and on behalf of the Corporation or its subsidiaries or affiliates, engage in any responsibility whatsoever for, provide any services whatsoever to, activity competitive with the business of the Corporation or otherwise be connected its subsidiaries or associated with such Competing Business. Notwithstanding affiliates; (b) the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall will not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, solicit or otherwise be connected attempt to establish for himself or associated any person, firm or entity, other than the Corporation or its subsidiaries or affiliates, any business relationship with any Competing Business person, firm or corporation which was, at the time of termination of the same companyEmployment Period, and (B) Executive obtains the prior written consent a customer of the CompanyCorporation or one of its subsidiaries or affiliates, which consent shall not but only to the extent such business relationship would be unreasonably withheldcompetitive with the business of the Corporation or its subsidiaries or affiliates; or (c) the Executive will not, directly or indirectly, either individually or as owner, agent, employee, consultant or otherwise, except for the account of and on behalf of the Corporation or its subsidiaries or affiliates, solicit or otherwise attempt to establish for himself or any other person, firm or entity, any employment, agency, consulting or other relationship with any person (except any person with whom the Executive had a business relationship prior to his employment with the Corporation hereunder, other than solely through his previous affiliation with the Corporation as a director) who was an employee of the Corporation or its subsidiaries or affiliates at any time within one year before termination or expiration of the Employment Period.

Non-Competition. During his employment with (a) In addition to and without prejudice to any other Transaction Document, the Founder undertakes to the Investors that commencing from the date of this Agreement until twenty four (24) months after the date he ceases to be employed by any Group Company and the Non-Competition Period(including as a consultant) or beneficially or legally own any shares or securities of any Group Company, Executive shall whichever is later, he will not, without the prior written consent of all the BoardInvestors, either on his own account or through any of his Affiliates, or in conjunction with or on behalf of any other Person: (i) carry out, be engaged, concerned or interested directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, including indirectly whether as an officershareholder, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (A) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, consultant in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever tobusiness in direct competition with, or otherwise be connected related to, any business relating to the Business engaged by any Group Company; (ii) solicit or associated entice away or attempt to solicit or entice away from any Group Company, any Person, firm, company or organization who is a customer, client, representative, agent, correspondent, employee, contractor or consultant of such Group Company or in the habit of dealing with such Competing BusinessGroup Company. Notwithstanding Each undertaking in this Section 11.2(a) shall be treated as independent of the foregoingother undertakings so that, if a company has separate divisions any of them is held to be invalid or subsidiariesunenforceable for any reason, some of which conduct a Competing Business and some of which conduct other businesses which the remaining undertakings shall be valid to the extent that they are not Competing Businesses, then affected. The Founder hereby expressly acknowledges and declares that he has duly considered the restrictions imposed hereunder with respect to Competing Businesses shall apply only undertakings set out in this Section 11.2(a) and considers that they are reasonable in the circumstances and warrants and undertakes to the divisions Investors that he shall not challenge or subsidiaries query the validity and enforceability of such company these undertakings. (b) During the period commencing from the date of this Agreement until twenty four (24) months after the date that conduct he ceases to be employed by any Group Company (including as a consultant) or beneficially or legally own any shares or securities of any Group Company, whichever is later, in the Competing Businesses, provided that (A) Executive shall not, event any entity directly or indirectlyindirectly established or managed or Controlled by the Founder, have engages or will engage in any responsibility whatsoever forbusiness which directly competes with the Business engaged by any Group Company including without limitation, provide the used car auction business and the used car B2C e-commerce business, the Founder shall and shall cause such entity to disclose any services whatsoever torelevant information to the Investors upon request and transfer such lawful business to the Company or any Subsidiary designated by the Company immediately at no consideration, or otherwise be connected or associated free from any Encumbrance and in accordance with any Competing Business Applicable Laws, to the satisfaction of the same company, and (B) Executive obtains the prior written consent of the Company, which consent shall not be unreasonably withheldPreferred Directors.

Non-Competition. During his employment with As described in Section 13(a) above, the Company will provide Executive with confidential information during the term of this Agreement. In exchange for the provision of this confidential information, and as a part of and aid to the Non-Competition enforcement of Executive’s obligations to keep such information confidential, Executive agrees that during the Restricted Period, the Executive shall will not, without within or with respect to the prior written consent geographical area of the BoardUnited States, Canada, and any of the other states, provinces or territories within the United States or Canada and any other country, territory, province or state in which the Company operates (including by contracting with customers or suppliers) or could reasonably be anticipated to operate during the Restricted Period (the “Restricted Area”), except in the furtherance of the Company’s Business directly or indirectly, indirectly own, manage, operate, joinlease, manage, control, participate in, invest consult with, advise, permit the Executive’s name to be used by, provide services for, or in any manner engage in (x) any business (including by the Executive or in association with any Person) that creates, designs, invents, engineers, develops, sources, markets, manufactures, distributes or sells any product or provides any service in or into the Restricted Area that may be used as a substitute for or otherwise competes with either the Company’s Business or any product or service of the Company carried out during the period commencing two (2) years prior to the date hereof and ending on the date of termination of the Restricted Period or contemplated during such period to be connected carried out by the Company or associated withany of its Affiliates, (y) any business (including by the Executive or in association with any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee Person) that provides services or investor, products to any Competing Businesscurrent or former customer of the Company or its Affiliates that are similar to or competitive with the services or products provided by the Company or its Affiliates to such current or former customers or (z) any activity that is in competition with the Company’s Business or any other business of the Company or any of its Affiliates; provided, however, provided that nothing in this Agreement Section 13(d) shall prevent be deemed to diminish, amend, affect or otherwise modify any other non-competition agreement or covenant binding on the Executive. Nothing in this Section 13(d) shall prohibit the Executive from (A) owning five percent (5%) or less securities having no more than 2% of the stock outstanding voting power of any publicly traded competitor, or other securities of participating as a publicly held corporation, passive investor in a private investment fund so long as such Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, active or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder managerial roles with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same companyinvestment, and (B) Executive obtains the prior written consent such private investment fund does not own more than 2% of any publicly traded company engaged in the Company, which consent shall not be unreasonably withheld.’s Business. 9

Non-Competition. 1. During his your employment with the Company and for a period of twelve (12) months after your separation from employment for any reason (the Non-Competition “Restricted Period”), Executive shall you will not, without the prior written consent of the Board, directly or indirectly, own, manage, operate, join, control, participate in, invest in be employed by or otherwise be connected provide services (whether as an employee consultant, independent contractor or associated withotherwise, and whether or not for compensation) to any person, firm, corporation or other entity, in any mannerwhatever form, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, engaged in any Competing Business; provided. For purposes of this Agreement “Competing Business” is any entity (including any of its subsidiaries or affiliates) that produces a product or performs a service that is the same as or similar to, howevermay be substituted for, or is intended to be used for any of the same purposes as a product or service produced, performed or under development by the Company. However, notwithstanding any provision in this Subsection III.A, you may work for a Competing Business whose business is diversified, provided your work for the Competing Business does not involve selling, managing, overseeing, developing, creating, promoting, servicing, involvement in the finance and/or accounting of, or other responsibility for any product, process, service or technology that nothing resembles or competes with the those of the Company on which you have worked or gained Confidential Information during the last 24 months of your employment (“Restricted Product or Service”). Prior to accepting such employment, you and the Competing Business must provide the Company with written assurances satisfactory to the Company that you will not render services directly or indirectly, for the 12-month Restricted Period, in connection with any Restricted Product or Service and that any necessary safeguards or procedures have been put in place to ensure that this does not happen. Nothing in this Agreement shall prevent Executive you from (A) owning five not more than one percent (5%) or less of the total shares of all classes of stock outstanding of any publicly held entity engaged in a Competing Business. 2. This restriction applies in the United States and also applies in any foreign country or other securities foreign territory in which the services you will provide could enhance the use or marketability of a publicly held corporationRestricted Product or Service, so long as Executive does not in fact have use the power to controlCompany’s goodwill, or direct otherwise interfere with any of the management ofCompany’s protectable interests. Notwithstanding any other provision of this Subsection III.A, if at the time of separation from employment, your primary area of responsibility involves sale of products within a certain geographic area, then the restrictions set forth in this Subsection III.A shall include and is not otherwise associated with, such corporation, or be limited to: (Ba) performing services for an investment bank, investment advisor or investment fund that maythe geographic area that, directly or indirectly, ownwas covered by either you or by employees, managedistributors, operateagents or representatives who reported to you at any time during the 24-month period preceding your separation from employment; and/or (b) any geographic area in which you provided services, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, whether directly or indirectly, have at any responsibility whatsoever fortime during such 24-month period preceding separation from employment. 3. If despite diligent and aggressive effort, provide after separation from employment for any services whatsoever to, reason you are unable to obtain employment consistent with your education or otherwise be connected or associated with such Competing Business. Notwithstanding training solely because of the foregoing, if a company has separate divisions or subsidiaries, some provisions of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businessesthis Subsection III.A, then such prohibition shall bind you only if and as long as the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (B) Executive obtains the prior written consent of the Company, which consent shall not be unreasonably withheld.Company pays

Non-Competition. 14.1 The Executive shall be prohibited from disclosing to anyone (except to the extent reasonably necessary to perform the Executive's duties hereunder) any confidential information concerning the business or affairs of the Company or the Company's subsidiaries or affiliates which the Executive may have acquired in the course of and as incident to his employment or prior dealings with the Company or the Company's subsidiaries or affiliates, including, without limitation, client lists, business or trade secrets, or methods or techniques used by the Company or the Company's subsidiaries or affiliates in or about its business. The obligation in this subsection 14.1 survives the expiration or earlier termination of this Agreement. 14.2 During the Term of this Agreement and for a period of six (6) months after the expiration or earlier termination hereof, the Executive will not: (a) influence or attempt to influence any employee of the Company or the Company's subsidiaries or affiliates to terminate his or her employment with the Company and or the Non-Competition PeriodCompany's subsidiaries or affiliates; (b) influence or attempt to influence any person or persons, Executive shall notfirm, without association, syndicate, partnership, company, corporation or other entity that is a contracting party with the prior written consent Company or the Company's subsidiaries or affiliates as of the Boarddate of this Agreement or at any time during the Term of this Agreement, to terminate any written or oral agreement with the Company or the Company's subsidiaries or affiliates; (c) employ or solicit employment elsewhere of any employee or consultant of the Company or the Company's subsidiaries or affiliates; and (d) directly or indirectly, individually or with others, own, manage, design, construct, renovate, operate, joincontrol, controlbe employed by, participate in, invest in solicit any business from, perform consulting services for, or otherwise be connected in any manner to any business in competition with Company, or associated any other business similar to, or competitive with, the business of the Company or the Company's subsidiaries or affiliates, in any mannerarea. 14.3 The Executive hereby acknowledges that: (a) the respective times, including as an officerarea and scope of activities agreed to in subsections 14.1 and 14.2, directorabove, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing are reasonable in this Agreement shall prevent Executive from (A) owning five percent (5%) or less scope and necessary for the protection of the stock or other securities business, competitive ability, and good will of a publicly held corporationthe Company; (b) since it is the understanding and desire of the parties hereto that the covenants contained in subsections 14.1 and 14.2, so long as Executive does not in fact have above, be enforced to the power to controlfullest extent possible, should any particular provision of such covenant be deemed invalid, overly broad, or direct the management of, and is not otherwise associated withunenforceable, such corporationprovision shall be deemed amended to delete therefrom the objectionable portion, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive the deletion shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder apply only with respect to Competing Businesses the operation of such provision, and the amended portion shall apply be enforced to the fullest extent allowed; (c) To the extent a provision is deemed unenforceable by virtue of its scope, but may be made enforceable by limitation thereof, such provision shall be enforceable only to the divisions or subsidiaries of such company that conduct extent permissible; and (d) The Executive's obligation and undertaking provided for in this Section 14 shall continue beyond the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business termination of the same company, and (B) Executive obtains Executive's relationship with the prior written consent of Company in accordance with the Company, which consent shall not be unreasonably withheldterms hereof.

Non-Competition. During (a) Executive agrees that, for a period commencing on the date hereof and ending one year after the termination of his employment with the Company and the Non-Competition PeriodCorporation for any reason, Executive he shall not, without anywhere in the prior written consent of the Boardworld, directly or indirectly: (i) solicit or attempt to solicit business of any customers of the Corporation (including prospective customers solicited by the Corporation) for products or services the same or similar to those offered, ownsold, manageproduced or under development by the Corporation during the term of his employment therewith or dealt in by Executive during his employment with the Corporation; (ii) otherwise divert or attempt to divert from the Corporation any business whatsoever; (iii) solicit or attempt to solicit for any business endeavor any employee of the Corporation; (iv) interfere with any employment relationship or other business relationship between the Corporation and any other individual, operateperson, join, control, participate in, invest in or otherwise be connected other entity; (v) use the name of the Corporation or associated with, in a name similar thereto; or (vi) render any manner, including services as an officer, director, employee, independent contractorpartner, subcontractorconsultant or otherwise to, or have any interest as a stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee lender or investorotherwise in, any Competing Business; providedperson which is engaged in activities which, howeverif performed by Executive would violate this Section 8. (b) Executive agrees that during the term of his employment with the Corporation, he will not, anywhere in the world, directly or indirectly engage, directly or indirectly, as an independent contractor or otherwise, in any activity for or on behalf of any person or entity in a competitive line of business to that nothing carried on by the Corporation, or engage in any manner in the design, development, manufacturing, assembling, installing, and/or marketing of rechargeable lithium battery technology or other technology competitive with the business carried on by the Corporation or dealt in by Executive during his employment with the Corporation. (c) If during the one year period commencing on the termination of his employment with the Corporation for any reason, Executive, directly or indirectly engages, anywhere in the world, as an independent contractor or otherwise, in any activity for or on behalf of any person or entity in a competitive line of business to that carried on by the Corporation during the term of his employment therewith, or engages in any manner in the design, development, manufacturing, assembling, installing, and/or marketing of rechargeable lithium battery technology or other technology competitive with the business carried on by the Corporation during the term of Executive's employment therewith or dealt in by Executive during his employment with the Corporation, all the non-exercised vested and unvested options held by Executive shall terminate. (d) The provisions contained in paragraphs (b) and (c) of this Agreement Section 8 shall not prevent Executive from (A) purchasing or owning up to five percent (5%) or less of the stock or other voting securities of a publicly held any corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some securities of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (B) Executive obtains the prior written consent of the Company, which consent shall not be unreasonably withheldpublicly-traded.

Non-Competition. During his the Restrictive Period (defined below), regardless of the reason for the Executive’s termination of employment with and regardless of who initiates such termination, the Company and the Non-Competition Period, Executive shall not, without anywhere in the prior written consent United States or in any other country or jurisdiction in which the Company or any of its affiliates conducts or conducted business during the BoardRestrictive Period, either directly or indirectly, as a proprietor, partner, stockholder, director, executive, employee, consultant, joint venturer, member, investor, lender or otherwise, engage or assist others to engage in, or own, manage, operate, join, operate or control, or participate inin the ownership, invest management, operation or control of, or become employed or engaged by any person or entity that is engaged in the business of blue and green hydrogen production, in each case except as set forth on Exhibit B or otherwise be connected or associated withapproved by the CEO at any time prior to the Termination Date (the “Competitive Business”). Notwithstanding the foregoing, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement Section 7(a) shall prevent the Executive from owning, as a passive investor, up to two percent (2%) of the securities of any entity that are publicly traded on a national securities exchange. For purposes of this Agreement, the “Restrictive Period” means the aggregate of (i) the Term plus (ii) (A) owning five percent if the Executive is terminated pursuant to one of Sections 5(a) – 5(d), the six (5%6) or less of month period immediately following the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporationTermination Date, or (B) performing services if Executive is terminated pursuant to Section 5(e), at the Company’s election, the Restrictive Period may be extended beyond the Term immediately following the Termination Date, for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with a number of months up to six (6) months (such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some number of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (B) Executive obtains the prior written consent of additional month elected by the Company, the “Additional Period”), by the Company agreeing to provide the Executive with the rights to the Equity Awards and other entitlements set forth on Exhibit C for the Additional Period which consent shall not be unreasonably withheldinclude the portion of the Equity Awards that are unvested as of the Termination Date but that would otherwise vest during the Additional Period if Executive had been employed by the Company during the Additional Period.

Non-Competition. (a) During his employment the term of this Agreement and (other than with respect to clause (i) below), for one year thereafter (the Company and "Restricted Period"), the Non-Competition Period, Executive Employee shall not, without the prior written consent of the Board, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (A) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (B) Executive obtains the prior written consent of the Company, directly or indirectly, (i) become associated with, render services to, invest in, represent, advise or otherwise participate in as an officer, employee, director, stockholder, partner, promoter, agent of, consultant for or otherwise, any business which consent is conducted in any of the jurisdictions in which the Company's business is conducted and which is competitive with the business conducted by the Company; provided, that this Section 8(a)(i) shall not prohibit the Employee from purchasing or owning as a passive investment up to three percent (3%) of the outstanding capital stock of a company which is listed or authorized for trading on any national securities exchange, Nasdaq or the OTC Electronic Bulletin Board or is a company with a class of securities registered under Section 12 of the Securities Act of 1934, as amended; (ii) for the Employee's own account or for the account of any other person or entity (A) interfere with the Company's relationship with any of its suppliers, customers, accounts, brokers, representatives or agents or (B) contact, telephone, meet, solicit or transact any business with any material customer, account or supplier of the Company who or which transacts or has transacted business with the Company at any time during the term of this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of the Employee or any other person or entity, the services, retention or employment of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent of the Company within one year of the date of such offer or solicitation. (b) Nothing herein contained shall be construed as prohibiting the Company from pursuing any other remedies available to it for such violation, including but not limited to any injunctive or other equitable relief or the recovery of damages from the Employee. (c) The Employee acknowledges that the covenants contained in this Section 8 are fair and reasonable in order to protect the Company's business and were a material and necessary inducement for the Company to agree to the terms of this Agreement. The Employee further acknowledges that any remedy at law for any breach or threatened or attempted breach of the covenants contained in this Section 8 may be inadequate and that the violation of any of the covenants contained in this Section 8 will cause irreparable and continuing damage to the Company. Accordingly, the Company shall be entitled to specific performance or any other mode of injunctive and/or other equitable relief to enforce its rights hereunder, including without limitation an order restraining any further violation of such covenants, or any other relief a court might award, without the necessity of showing any actual damage or irreparable harm or the posting of any bond or furnishing of other security, and that such injunctive relief shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. The covenants in this Section 8 shall run in favor of the Company and its successors and assigns. (d) In case any one or more of the terms or provisions contained in this Section 8 shall for any reason be held invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other terms or provisions hereof, but such term or provision shall be deemed modified or deleted as or to the extent required by applicable law, and such modification or deletion shall not affect the validity of the other terms or provisions of this Section 8. In addition, if any one or more of the restrictions contained in this Section 8 shall for any reason be held to be unreasonable with regard to time, duration, geographic scope or activity, the parties contemplate and hereby agree that such restriction shall be modified and shall be enforced to the full extent compatible with applicable law. The parties hereto intend that the covenants contained in this Section 8 shall be deemed a series of separate covenants for each country, state, county and city. If, in any judicial proceeding, a court shall refuse to enforce all the separate covenants deemed included in this Section 8 because, taken together, they cover too extensive a geographic area, the parties intend that those of such covenants (taken in order of the cities, counties, states and countries therein which are lease populous) which if eliminated would permit the remaining separate covenants to be enforced in such proceeding shall, for the purpose of such proceeding, be deemed eliminated from the provisions of this Section 8. (e) The provisions of this Section 8 shall survive the termination of this Employment Agreement. (f) Notwithstanding the foregoing provisions of this Section 8, if the employment of Employee is terminated for other than "for cause" as defined in Section 9(a) of the Agreement or if the Company materially breaches the provisions of the first, second or fourth sentence of Section 3(a) or Section 3(b) of this Agreement, Employee shall not be unreasonably withheldsubject to any of the restrictive covenants set forth in Section 8(a)(ii) and 8(a) (iii) for any period after termination of this Agreement.

Non-Competition. During his the period of Employee’s employment with by the Company and and, in the Non-Competition Period, Executive shall not, without the prior written consent case of the Boardtermination of Employee’s employment under Sections 8.2, directly or indirectly8.6, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (A) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control8.7, or direct the management of8.8 hereof, and is not otherwise associated with, such corporationfor a period of one (1) year thereafter, or (Bii) performing services in the case of the termination of Employee’s employment under any provision of Section 8 hereof other than Sections 8.2, 8.6, 8.7, or 8.8 for an investment banka period of eighteen (18) months (the “Non-competition Period”), investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive Employee shall not, directly or indirectly, have whether as an individual on his own account, or as a partner, joint venturer, director, officer, employee, consultant, creditor and/or agent or otherwise, in any responsibility whatsoever place in which the Company now or hereafter conducts business: (a) Enter into or engage in any business which provides software and related web hosting, educational and training services, and/or other Applications Services Provider (“ASP”) services, to customers in the pharmaceutical, biotech, and/or medical device industries to assist in the electronic capture of clinical trial patient data from clinical trial sites; (b) Solicit customers, business, patronage or orders from, or perform other services for, provide any services whatsoever toperson, firm, association, corporation or other entity, engaged in any business, including without limitation, an Applications Services Provider, which directly or indirectly competes with the business of the Company or parent or subsidiary of, or otherwise be connected entity controlling, controlled by or associated under common control with such Competing Business. Notwithstanding the foregoingCompany (“Company Affiliate”); or (c) Promote or assist, if a company has separate divisions financially or subsidiariesotherwise, some of any person, firm, association, corporation or other entity, engaged in any business, including without limitation, an Applications Services Provider, which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then competes with the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions current or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business future business of the same companyCompany or any Company Affiliate; provided, and (B) Executive obtains however, that the prior written consent of the Company, which consent foregoing covenant shall not be unreasonably withhelddeemed to have been violated solely by (i) the ownership of equity securities of an entity which competes with a future business of the Company or any Company Affiliate, to the extent that such securities are acquired prior to the date that the Company or Company Affiliate commences such future business; or (ii) the ownership for investment purposes of less than five percent (5%) of the equity securities of any entity which has equity securities listed on a national securities exchange or publicly traded in the over-the-counter market.

Non-Competition. During Executive acknowledges that his employment with the Company has in the past and will, of necessity, provide him with specialized knowledge which, if used in competition with the Company could cause serious harm to the Company. Accordingly, the Executive agrees that during his employment with the Company and for a period of one (1) year after he is no longer employed by the Non-Competition PeriodCompany (unless his employment is terminated after a Change in Control, Executive shall not, without in which event there will be no covenant not to compete and the prior written consent provisions of the Board, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (A) owning five percent (5%) or less covenant not to compete herein contained will terminate on the date of termination of the stock or other securities of a publicly held corporation, so long as Executive) the Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall will not, directly or indirectly, have any responsibility whatsoever either as an individual, proprietor, stockholder {other than as a holder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers}, partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services or in any way engage in any business which provides, produces, leases or sells products or services whatsoever toof the same or similar type provided, produced, leased or sold by the Company and with regard to which Executive was engaged, or otherwise be connected over which Executive had direct or associated indirect supervision or control, within one (1) year preceding the Executive's termination of employment, in any area where the Company provided, produced, leased or sold such products or services at any time during the one (1) year preceding such termination of employment, or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which the Executive had direct or indirect supervision or control, within one (1) year preceding Executive's termination of employment, to or from any person, firm or entity which was a customer for such Competing Business. Notwithstanding products or services of the foregoingCompany during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, if a company has separate divisions aid, counsel or subsidiariesencourage any officer, some director, employee or other individual to: (i) leave his or her employment or position with the Company, (ii) compete with the business of which conduct a Competing Business and some the Company, or (iii) violate the terms of which conduct other businesses which are not Competing Businessesany employment, then non-competition or similar agreement with the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall notCompany; or d. employ, directly or indirectly; permit the employment of; contract for services or work to be performed by; or otherwise, have use, utilize or benefit from the services of any responsibility whatsoever forofficer, provide director, employee or any services whatsoever toother individual holding a position with the Company within two (2) years after the Date of Termination of employment of Executive with the Company or within two (2) years after such officer, director, employee or otherwise be connected or associated individual terminated employment with any Competing Business of the same company, and (B) Executive obtains the prior written consent of the Company, which consent shall not be unreasonably withheldwhichever occurs earlier.

Non-Competition. During his employment In exchange for the consideration described above in Section 5.01, Employee agrees that during the Employment Period and for a period of one (1) year after the end of the Employment Period (unless Employee is terminated after a Change in Control with the Company right to payments and benefits under Article IV, in which event there will be no covenant not to compete and the Nonnon-Competition Periodcompete covenants and obligations herein will terminate on the date of Termination), Executive shall not, without the prior written consent of the Board, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (A) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall Employee will not, directly or indirectly, have any responsibility whatsoever either as an individual, proprietor, stockholder (other than as a holder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any services whatsoever toway engage in any business which (i) is primarily engaged in the drilling and workover of oil and gas ▇▇▇▇▇ within the geographical area described in Section 5.02e and (ii) actually competes with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee’s Termination, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such Termination from whom the Company had solicited business during such one (1) year; or c. actively solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. directly or indirectly (i) influence the employment of, or engagement in any contract for services or work to be performed by, or (ii) otherwise be connected use, utilize or associated benefit from the services of any officer, director, employee or any other individual holding a position with the Company within one (1) year after the date of Termination or within one (1) year after such Competing Businessofficer, director, employee or individual terminated employment with the Company, whichever period expires earlier. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within one hundred (100) miles of (i) any of the Company’s present offices, (ii) any of the Company’s present rig yards or rig operations and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, a rig operation or definitive plans to locate an office, a rig operation or a rig yard or has recently conducted rig operations. Notwithstanding the foregoing, if a company has separate divisions the one hundred (100) mile radius extends into another country or subsidiariesits territorial waters and the Company is not then doing business in that other country, some of which conduct a Competing Business and some of which conduct there will be no territorial limitations extending into such other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (B) Executive obtains the prior written consent of the Company, which consent shall not be unreasonably withheldcountry.

Non-Competition. (a) During his employment with the Company term of this Agreement and for one year thereafter (subject to clause (b) of this Section 8, the Non-Competition "Restricted Period"), Executive the Employee shall not, without the prior written consent of the BoardCompany, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or , (i) become associated with, render services to, invest in, represent, advise or otherwise participate in any manner, including as an officer, director, employee, independent contractor, subcontractordirector, stockholder, member, manager, partner, principalpromoter, consultantagent of, advisor, agent, proprietor, trustee consultant for or investorotherwise, any Competing Businesssystems management software business which is conducted in any of the jurisdictions in which the Company's business is conducted; provided, however, that nothing in this Agreement shall contained herein will prevent Executive Employee from (A) owning less than five percent (5%) of any class of equity or less debt securities listed on a national securities exchange or traded in any established (ii) for his own account or for the account of any other person or entity (A) interfere with the stock Company's relationship with any of its suppliers, customers, representatives or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, agents or (B) performing services for an investment banktransact any business, investment advisor associated with systems management software or investment fund that mayservices, directly with any customer or indirectly, own, manage, operate, join, control, participate in, invest in supplier of the Company which transacts or has transacted business with the Company at any time during the term of this Agreement; or (iii) employ or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever toengage, or solicit, entice or induce on behalf of himself or any other person or entity, the services, retention or employment of any person who has been an employee, sales representative, consultant to or agent of the Company within one year of the date of such offer or solicitation. (b) In the event that the Employee terminates his employment hereunder after a breach hereof by the Company, or if the Company terminates the Employee's employment hereunder other than for cause (as defined in Section 9(a) hereof), the covenant contained in Section 8(a) hereof shall extend for a period of one year beyond the termination of the Employee's employment only if the Company shall pay to the Employee on a monthly basis with respect to such period an amount equal to the annual compensation otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed provided for hereunder with respect to Competing Businesses the immediately preceding year during the term hereof. This Section 8(b) shall apply only be of no effect, and the Employee shall be subject to the divisions restrictive covenant contained in Section 8(a) hereof without the Company being obligated to make the payments referred to in the preceding sentence, if the Company terminates its employment of the Employee for cause (as defined in Section 9(a) hereof) or subsidiaries if the Employee terminates his employment hereunder in the absence of a breach hereof by the Company. (c) The parties hereto intend that the covenants contained in this Section 8 shall be deemed a series of separate covenants for each country, state, county and city. If, in any judicial proceeding, a court shall refuse to enforce all the separate covenants deemed included in this Section 8 because, taken together, they cover too extensive a geographic area, the parties intend that those of such company that conduct the Competing Businesses, provided that covenants (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business taken in order of the same companycities, counties, states and countries therein which are lease populous) which if eliminated would permit the remaining separate covenants to be enforced in such proceeding shall, for the purpose of such proceeding, be deemed eliminated from the provisions of this Section 8. (Bd) Executive obtains With respect to the prior written consent covenants contained in Sections 7 and 8 of this Agreement, Employee agrees that any remedy at law for any breach or threatened or attempted breach of such covenants may be inadequate and that the Company, which consent Company shall not be unreasonably withheldentitled to specific performance or any other mode of injunctive and/or other equitable relief to enforce its rights hereunder or any other relief a court might award without the necessity of showing any actual damage or irreparable harm or the posting of any bond or furnishing of other security.

Non-Competition. a. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows: (1) During his the Employment Term and, for a period of three (3) years following the date Executive ceases to be employed by the Company (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company, the business of any client or customer or prospective client or customer: (i) with whom Executive had personal contact or dealings on behalf of the Company during the one year period preceding Executive’s termination of employment; (ii) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company during the one year immediately preceding the Executive’s termination of employment; or (iii) for whom Executive had direct or indirect responsibility during the one year immediately preceding Executive’s termination of employment. (2) During the Restricted Period, Executive will not directly or indirectly: (i) engage in (A) the business of manufacturing equipment used in (x) the production, storage and end-use of hydrocarbon and industrial gases business or (y) low temperature and cryogenic applications, (B) any other businesses which the Company or its subsidiaries engage in during the term of Executive’s employment with the Company and the Non-Competition Period(C) any businesses which, Executive shall not, without the prior written consent as of the Boarddate of Executive’s termination of employment, the Company or its subsidiaries both (x) have specific plans to conduct in the future (and as to which Executive is aware of such planning) and (y) have allocated or invested capital as of the date of such termination of employment (a “Competitive Business”); (ii) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business; (iii) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, including as an individual, partner, shareholder, officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investorconsultant; or (iv) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any Competing Business; providedof its affiliates and customers, howeverclients, that nothing suppliers, partners, members or investors of the Company or its affiliates. (3) Notwithstanding anything to the contrary in this Agreement shall prevent Agreement, Executive from (A) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, indirectly own, managesolely as an investment, operatesecurities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or quotation system or on the over-the-counter market if Executive (i) is not a controlling person of, joinor a member of a group which controls, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall such person and (ii) does not, directly or indirectly, have own 5% or more of any responsibility whatsoever forclass of securities of such Person. (4) During the Restricted Period, provide Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any services whatsoever toPerson, directly or indirectly: (i) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or (ii) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or otherwise be connected within one year prior to or associated after, the termination of Executive’s employment with such Competing Business. Notwithstanding the foregoingCompany. (5) During the Restricted Period, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall will not, directly or indirectly, have solicit or encourage to cease to work with the Company or its affiliates any responsibility whatsoever forconsultant then under contract with the Company or its affiliates. b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 8 to be reasonable, provide if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any services whatsoever toother restriction contained in this Agreement is an unenforceable restriction against Executive, or otherwise be connected or associated with any Competing Business the provisions of the same company, and (B) Executive obtains the prior written consent of the Company, which consent this Agreement shall not be unreasonably withheldrendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition. During (a) Employee shall not at any time within a period of one year from the date of termination of his employment with the Company and the hereunder ("Non-Competition Compete Period") if such termination is (i) by expiration of time, Executive shall not(ii) voluntary, without or (iii) for cause, which term includes but is not limited to those occurrences as set forth in Section 7 (c) hereof; (i) directly or indirectly, whether as principal, servant, employee, agent or consultant, canvass, solicit or entice or endeavor to entice away from Employer any director, officer or employee of Employer, or (ii) directly or indirectly, whether as principal, servant, employee or agent or in any other capacity whatsoever carry on or be engaged or interested in any business within the prior written consent states of the BoardNew York and New Jersey carrying on or engaged in, directly or indirectly, ownthe Services in competition with Employer, managecompetition to mean those Services then provided and marketed to and with customers as that term is used and defined herein, operateor (iii) directly or indirectly, joinwhether as principal, controlservant, participate inemployee or agent, invest solicit or seek to obtain for himself or for any person, firm or corporation by whom he is employed or with whom he is associated, the business of, or act as principal, servant, employee or agent for, or directly or indirectly accept any benefit, whether in money or otherwise be connected from any business in connection with the trade or associated withbusiness conducted for any person, in firm or corporation, who either at the date of termination of his employment or at any mannertime during the 12 months immediately preceding such termination, including as an officeris or was a customer of Employer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Businessprovided that such restriction applies only with respect to Services provided and marketed within such 12 month period by the Employer for that customer; provided, however, that nothing in this Agreement shall prevent Executive from and provided further (A) owning five percent (5%) or less for the purpose of this clause the stock or other securities expression "customer" shall be deemed to include a prospective customer whose business was the subject of negotiation with Employer at any time within a publicly held corporationperiod of 12 months prior to the termination of Employee, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or and (B) performing services for an investment bank, investment advisor or investment fund that mayin the event Employee, directly or indirectly, ownreceives any benefit, manage, operate, join, control, participate in, invest whether in money or otherwise as aforesaid, at or in respect of any time during said Non-Compete Period he shall, without prejudice to any other rights or remedies available to Employer, be connected bound forthwith to account for and make payment to Employer in respect of such benefit. (b) Each of the foregoing obligations shall be deemed to be separate and severable obligations and each of said obligations shall be construed accordingly. (c) While the foregoing restrictions are considered by the parties to be reasonable in all the circumstances, it is agreed that if any of such restrictions shall be held to be void or associated withineffective for whatever reason but would be held to be valid and effective if part of the wording thereof were deleted or the periods thereof reduced or the area thereof reduced in scope, in any manner, any Competing Business, provided that Executive the said restrictions shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated apply with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business modifications as may be necessary to make them valid and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (B) Executive obtains the prior written consent of the Company, which consent shall not be unreasonably withheldeffective.

Non-Competition. During his employment with (a) In view of the Employee's knowledge of the trade secrets and other proprietary information relating to the business of the Company and its subsidiaries and their customers and dealers which the Non-Competition Employee has heretofore obtained and is expected to obtain during the term the Employee is employed under this Agreement (the "Employment Period"), Executive shall not, without the prior written consent and in consideration of the Boardcompensation to be received hereunder, directly the Employee agrees: (i) that he will not during the Employment Period and for one year thereafter Participate In (as such term hereinafter defined) any other business or indirectly, own, manage, operate, join, control, participate in, invest in organization if such business or otherwise organization now is or shall then be connected competing with or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee be of a nature similar to the business of the Company or investor, any Competing Businessits subsidiaries; provided, however, that nothing in this Agreement shall prevent Executive from and (ii) (A) owning five percent for a period of two (5%2) or less years after the Termination Date (as defined in Section 7) due to a termination of the stock or other securities of a publicly held corporation, so long this Agreement for Cause (as Executive does not defined in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, Section 8(b)) or (B) performing services for an investment banksuch period as the Company shall continue to pay to the Employee his salary and insurance benefits in accordance with Section 9(c) after a termination of the Employee's employment Without Cause (as defined in Section 8(c)), investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, he will not in any manner, any Competing Business, provided that Executive shall not, directly geographic area in which the Company does business as of the Termination Date compete with or indirectly, have any responsibility whatsoever for, provide any services whatsoever tobe engaged in the same business as, or otherwise be connected Participate In any other business or associated organization which during such period competes with such Competing Business. Notwithstanding or is engaged in the foregoingsame business as, if a company has separate divisions the Company or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder its subsidiaries with respect to Competing Businesses shall apply only any service offered or activity engaged in up to the divisions or subsidiaries Termination Date, except that in each case the provisions of this Section 3 will not be deemed breached merely because the Employee owns not more than 2% of the outstanding common stock of a corporation, if, at the time of its acquisition by the Employee, such company that conduct the Competing Businessesstock is listed on a national securities exchange, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever tois reported on NASDAQ, or otherwise be connected or associated with any Competing Business is regularly traded in the over-the-counter market by a member of the same company, and (B) Executive obtains the prior written consent of the Company, which consent shall not be unreasonably withhelda national securities exchange.

Non-Competition. During Executive acknowledges that his employment with the Company has in the past and will, of necessity, provide him with specialized knowledge which, if used in competition with the Company could cause serious harm to the Company. Accordingly, the Executive agrees that during his employment with the company and for a period of one (1) year after he is no longer employed by the Company (unless his employment is terminated after a Change in Control, in which event there will be no covenant not to compete and the Non-Competition Period, Executive shall not, without the prior written consent provisions of the Board, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent covenant not to compete herein contained will terminate on the date of termination of Executive). Executive from (A) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall will not, directly or indirectly, have any responsibility whatsoever either as an individual, proprietor, stockholder {other than as a holder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers}, partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services or in any way engage in any business which provides, produces, leases or sells products or services whatsoever toof the same or similar type provided, produced, leased or sold by the Company and with regard to which Executive was engaged , or otherwise be connected over which Executive had direct or associated indirect supervision or control, within one (1) year preceding the Executive's termination of employment, in any area where the company provided, produced, leased or sold such products or services at any time during the one (1) year preceding such termination of employment; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which the Executive had direct or indirect supervision or control, within one (1) year preceding Executive's termination of employment, to or from any person, firm or entity which was a customer for such Competing Business. Notwithstanding products or services of the foregoingCompany during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, if a company has separate divisions aid, counsel or subsidiariesencourage any officer, some director, employee or other individual to (i) leave his or her employment or position with the Company or (ii) compete with the business of which conduct a Competing Business and some the Company, or (iii) violate the terms of which conduct other businesses which are not Competing Businessesany employment, then non-competition or similar agreement with the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall notCompany; or d. employ, directly or indirectly, have any responsibility whatsoever forpermit the employment of, provide any contract for services whatsoever toor work to be performed by, or otherwise be connected use, utilize or associated benefit from the services of any officer, director, employee or any other individual holding a position with any Competing Business the Company within two (2) years after the Date of Termination of employment of Executive with the same companyCompany or within two (2) years after such officer, and (B) Executive obtains the prior written consent of director, employee or individual terminated employment with the Company, which consent shall not be unreasonably withheldwhichever occurs earlier.

Non-Competition. During his employment with (a) Employee agrees that for a period commencing on the Company date hereof and ending on October 31, 2008 unless a different date applies pursuant to the Non-Competition Periodprovisions of 9(b) (the "Expiration Date"), Executive he shall not, without anywhere in the prior written consent United States (or for such lesser area or such lesser period as may be determined by a court of competent jurisdiction to be a reasonable limitation on the Board, competitive activity of Employee) directly or indirectly, : (i) own, manage, operate, join, control, participate or invest in, invest in any business which develops, publishes, manages, operates, licenses, markets or otherwise be connected distributes any software, web site and/or internet-based distribution system relating to K-12 testing, test development, test preparation and/or assessment business and instructional materials related to any such K-12 testing, test development, test preparation and/or assessment business, or associated with, in render any manner, including services as an officer, director, employee, independent contractor, subcontractor, stockholderpartner, member, managerconsultant or otherwise to, or have any interest as a stockholder, partner, principalmember, consultant, advisor, agent, proprietor, trustee or investor, lender or otherwise in, any Competing Businessentity which is engaged in such activities, in each case whether in print, film, tape, electronic, internet or other media or forms; providedprovided further that the foregoing shall not prohibit Employee from owning in the aggregate less than 1% of any class of securities listed on a national securities exchange or traded publicly in the over-the- counter market; which, howeverif performed by Employee would violate this Section 9; or (ii) solicit or attempt to solicit business of any customers of the Corporation (including prospective customers solicited by the Corporation during the term of his employment) for products or services the same or in competition with those offered, that nothing sold, produced or under development by the Corporation during the term of his employment therewith or dealt in by Employee during his employment with the Corporation. (b) Notwithstanding the foregoing Section 9(a), the terms and provisions of Section 9(a) shall not apply in the event of a termination by the Corporation without Cause, and shall not apply: (i) twenty-four months after the date of termination set forth by Employee in the Change of Control Election Notice in the event a Change of Control occurs on or prior to June 30, 2006, and a Change of Control Election Notice is given by Employee to terminate this Agreement shall prevent Executive from as provided in Section 1 hereof; or (Aii) owning five percent twelve months after the date of termination set forth by Employee in the Change of Control Election Notice in the event a Change of Control occurs after June 30, 2006, and a Change of Control Election Notice is given by Employee to terminate this Agreement as provided in Section 1 hereof; or (5%iii) or less eighteen months after the Date of Termination as set forth in the stock or other securities Notice of Termination as provided in Section 6(c) in the event of a publicly held corporationtermination for Cause as defined in Section 6 hereof on or prior to June 30, so long 2006; or (iv) twelve months after the Date of Termination as Executive does not set forth in fact have the power to controlNotice of Termination as provided in Section 6(c) in the event of a termination for Cause as defined in Section 6 hereof after June 30, or direct the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (B) Executive obtains the prior written consent of the Company, which consent shall not be unreasonably withheld2006.

Non-Competition. During his employment with The Company and the Employee agree that the services rendered by the Employee are unique and irreplaceable. In addition to and in furtherance of Section 8 of this Agreement, the Company and the Non-Competition PeriodEmployee agree that the Employee has had, Executive and will continue to have, unlimited access to the Confidential Information and that preserving the proprietary nature of the Confidential Information is of utmost importance to the Company. By giving the Employee an opportunity or incentive to breach his obligations to the Company under Section 8 of the Agreement, any relationship between the Employee and a competitor of the Company during or following the Term of Employment will potentially cause the Company irreparable injury, regardless (in the event of termination or expiration of the Term of Employment) of the circumstances under which the Term of Employment ends, and even if the Employee is terminated by the Company for cause. Therefore, in light of the foregoing, the Employee agrees that during the Term of Employment and for a period of two (2) years thereafter, the Employee shall not, without the prior written consent of the Board, directly or indirectly, ownthrough any other person, managefirm, operate, join, control, participate in, invest in corporation or otherwise be connected or associated with, in any manner, including other entity (whether as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisorholder of equity or debt investment, agentlender or in any other manner or capacity): (a) in any geographical area in the United States or in those foreign countries where the Company, proprietorduring the Term of Employment, trustee conducts or investorproposes to conduct business or initiate activities, design, manufacture, sell, market, offer to sell or supply video or television technology similar to that being developed or sold by the Company on the date of the termination of Employee's employment under this Agreement for any Competing Businessreason; (b) solicit, induce, encourage or attempt to induce or encourage any employee of the Company to terminate his or her employment with the Company or to breach any other obligation to the Company; (c) solicit, interfere with, disrupt, alter or attempt to disrupt or alter the relationship, contractual or otherwise, between the Company and any customer, potential customer, or supplier of the Company; or (d) engage in or participate in any business conducted under any name that shall be the same as or similar to the name of the Company or any trade name used by it; provided, however, that nothing in the event the Employee's employment is terminated by the Company for cause pursuant to Section 11 of this Agreement, then following such termination Employee shall have no further obligations under this Section 9 unless the Company, in its sole discretion, elects to make additional payments to Employee as provided under Section 11. The Employee acknowledges that the foregoing geographic, activity and time limitations contained in this Agreement shall prevent Executive from (A) owning five percent (5%) or less Section 9 are reasonable and properly required for the adequate protection of the stock Company's business In the event that any such geographic, activity or other securities time limitation is deemed to be unreasonable by a court, the Employee shall submit to the reduction of a publicly held corporation, so long either said activity or time limitation to such activity or period as Executive does not the court shall deem reasonable. In the event that the Employee is in fact have violation of the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest restrictive covenants set forth in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businessesthis Section 9, then the restrictions imposed hereunder with respect to Competing Businesses time limitation for such covenants shall apply only be extended for a period of time equal to the divisions or subsidiaries pendency of any proceedings brought to enforce such company that conduct the Competing Businessescovenants, provided that (A) Executive shall not, directly or indirectly, have including any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (B) Executive obtains the prior written consent of the Company, which consent shall not be unreasonably withheldappeals.

Non-Competition. During 7.1 In view of the unique and valuable services that Employee has rendered and is expected to render to the Company, and Employee's knowledge of the business of the Company and proprietary information relating to the business of the Company and similar knowledge regarding the Company that Employee has obtained and is expected to obtain during the course of his employment with the Company and the Non-Competition Period, Executive shall not, without the prior written consent in consideration of the Boardcompensation to be received by Employee hereunder, Employee agrees that during the Employment Period and for a period of eighteen months immediately following the termination or expiration thereof (the Employment Period and the subsequent eighteen month period being hereinafter collectively referred to as the "Covenant Period"), he will not compete with, or, directly or indirectly, own, manage, operate, join, control, loan money to, or participate inin the ownership, invest in operation or otherwise control of, or be connected or associated with, in any manner, including with as an officer, a director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietorindependent contractor or otherwise, trustee or investoracquiesce in the use of his name in any other business or organization which is in competition with the Company in any geographical area in which the Company is then conducting business or any geographical area in which, any Competing Businessto the knowledge of Employee at the time of cessation of employment, the Company plans to conduct business within eighteen months from the date thereof; provided, however, that nothing Employee shall be permitted after the cessation of his employment but during the Covenant Period to own less than a 5% interest as a shareholder in this Agreement shall prevent Executive from (A) owning five percent (5%) any company which is listed on any national securities exchange even thought it may be in competition with the Company. 7.2 Employee will not, during the Covenant Period, solicit or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to controlinterfere with, or direct endeavor to entice away from the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any mannerCompany, any Competing Business, provided that Executive shall not, directly of its employees or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding customers without the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (B) Executive obtains the prior written consent of the Company or unless such employee is Employee's personal secretary. 7.3 Since a breach of the provisions of this Section 7 could not adequately be compensated by money damages and will cause irreparable injury to the Company, which consent shall not be unreasonably withheld.the Company shall

Non-Competition. During (a) From and after the Closing Date and for a period of three (3) years thereafter (the “Restriction Period”), neither Company nor Skae, anywhere in North America, either directly or indirectly, shall engage in, or own, have an interest in, manage, be employed by, connected with or work for, any Person engaged in, any activity involving the development, marketing, distribution or sale of non-carbonated, non-alcoholic beverage products, including, but not limited to, iced tea, the same as or similar to those sold by Company prior to the Closing Date, except for and subject to (i) the employment of Skae under the Employment Agreement, (ii) Skae performing consultancy services for Pure Distribution, Iceland Springs Water and/or any of their respective wholly-owned holding companies, successors or assigns, so long as those duties do not interfere with his employment with obligations under the Company Employment Agreement, and (iii) passive investments in Persons whose stock is publicly traded, not to exceed ownership of one percent (1%) of the Non-Competition Periodoutstanding capital stock of such Person. For purposes of this Section 5.7, Executive shall not“engage” will include, without the prior written consent of the Boardlimitation rendering service or assistance, directly or indirectly, to any Person that will, or can reasonably be expected to, compete with Buyer or Baywood with respect to the activities set forth in the preceding sentence. (b) Notwithstanding anything to the contrary contained in Section 5.7(a), except as provided in clause (i) thereof, neither Company nor Skae, anywhere in the world, either directly or indirectly, at any time during or after the Restriction Period, shall engage in, or own, have an interest in, manage, operatebe employed by, joinconnected with or work for, control, participate any Person engaged in, invest in any activity involving the development, marketing, distribution or sale of non-carbonated, non-alcoholic beverage products, including, but not limited to, iced tea, the same as or similar to those sold by Company prior to the Closing Date, that use, include, are marketed, distributed or sold under or otherwise be connected are based or associated withrely upon any of the Intellectual Property (as defined in Article I) of Company, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee Baywood or investor, any Competing BusinessBuyer; provided, however, that nothing in this Agreement shall prevent Executive from (A) owning five percent (5%) or less of during the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (B) Executive obtains the prior written consent of the Company, which consent Restriction Period it shall not be unreasonably withhelda defense to a claim by Buyer or Baywood that Company or Skae have breached or violated the terms of this Section 5.7, that Buyer or Baywood does not have the right under applicable law to prevent third parties from using, including, marketing, distributing, selling or relying on its Intellectual Property. By way of illustration of the purposes and intent of the foregoing proviso, during the Restriction Period neither Company nor Skae may sell a non-carbonated, non-alcoholic beverage product utilizing the Company name, whether or not similar to a product of Company as of the Closing Date or of Baywood or Buyer after the Closing Date, notwithstanding that Buyer or Baywood then does not have the right under applicable law to prevent third parties from using the Company name.

Non-Competition. During The Executive acknowledges that the services to be rendered by him to the Company (which, as used in this Section 11 shall be deemed to include the Company and each of its subsidiaries) are of a special and unique character. In consideration of his employment hereunder, the Executive agrees, for the benefit of the Company, that he will not, during the term of this Agreement and thereafter until the earlier to occur of (x) the expiration of a period of twelve (12) months commencing on the date of termination of his employment with the Company and the Non-Competition Periodor (y) a Change in Control, Executive shall not, without the prior written consent of the Board(a) engage, directly or indirectly, ownwhether as principal, manageagent, operatedistributor, joinrepresentative, control, participate in, invest in or otherwise be connected or associated with, in any manner, including as an officer, directorconsultant, employee, independent contractor, subcontractorpartner, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee limited partner or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from other investor (Aother than an investment of not more than (I) owning five two percent (52%) or less of the stock or equity of any corporation the capital stock of which is publicly traded or (II) two percent (2%) of the ownership interest of any limited partnership or other securities entity) or otherwise, within the United States of a publicly held corporationAmerica, so long as Executive does not in fact have any business which is competitive with the power to controlbusiness now, or direct at any time during the management ofterm of this Agreement, and is not otherwise associated withconducted by the Company, such corporation, or (B) performing services solicit or entice to endeavor to solicit or entice away from the Company any person who was an officer, employee or sales representative of the Company, either for an investment bankhis own account or for any individual, investment advisor firm or investment fund that maycorporation, whether or not such person would commit any breach of his contract of employment by reason of leaving the service of the Company, and the Executive agrees not to employ, directly or indirectly, ownany person who was an officer, manageemployee or sales representative of the Company or who by reason of such position at any time is or may be likely to be in possession of any confidential information or trade secrets relating to the businesses or products of the Company, operateor (C) solicit or entice or endeavor to solicit or entice away from the Company any customer or prospective customer of the Company, joineither for his own account or for any individual, controlfirm or corporation. In addition, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that the Executive shall not, directly at any time during the term of this Agreement or indirectlyat any time thereafter, have engage in the business which uses as its name, in whole or in part, "Global Technovations," "Top Source," or any responsibility whatsoever for, provide other tradename or trademark or corporate name used by the Company or any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or of its subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (B) Executive obtains the prior written consent of the Company, which consent shall not be unreasonably withheld.

Non-Competition. During his employment with (a) In consideration of the Company Purchase Price and the Non-Competition Periodcovenants set forth in this Agreement, Executive shall not, without Seller agrees that it will not (i) for the prior written consent of period beginning on the Board, Closing Date and ending five years thereafter directly or indirectly, own, manage, operate, join, control, participate in, invest in for its own account or otherwise be connected or associated with, in any manner, including as an officeragent, directortrustee, employee, independent contractor, subcontractor, stockholder, consultant or member, manager, partner, principalshareholder or other equity holder of any corporation, consultantfirm, advisorcompany, agentpartnership or other entity (other than as an owner of 5% or less of any class of publicly traded securities), proprietoror otherwise, trustee anywhere in the world, design, manufacture, sell, distribute or investormarket or attempt to sell, distribute or market digitally tuned oscillators or any Competing Business; product contained in the current product catalogue of the Business as set forth at Exhibit 10.1(a) or expressly identified therein as capable of being manufactured by the Business (the “Restricted Activity”), or call on or solicit business from any current customer of the Business or any customer who has purchased products or services from the Business within 12 months prior to the date of this Agreement for any Restricted Activity, provided, however, that nothing “Restricted Activity” shall not include (i) manufacturing products for Buyer, or (ii) with respect to products sold on a stand alone basis by the Business, the manufacture or incorporation of products of such type by Seller (or its Affiliates) into systems or other products and the use or sale thereof; and provided, further, that the restrictions set forth in this Agreement Section 10.1(a) shall prevent Executive from (A) owning five percent (5%) not apply to any acquirer or less successor in any merger, acquisition, reorganization or sale of all or substantially all of the stock or other securities assets of a publicly held corporation, Seller (including this Agreement) that is engaged in any Restricted Activities prior to the date of the consummation of such transaction so long as Executive and to the extent that such acquirer or successor does not carry on such Restricted Activities following such transaction in fact have the power name of REMEC or under any trademark or trade name that includes, is derived from or is similar to controlREMEC, and (ii) for the period beginning on the Closing Date and ending two years thereafter, employ or solicit the employment of any Transferred Employee. (b) In consideration of the covenants set forth in this Agreement, Buyer agrees that it will not for the period beginning on the Closing Date and ending five years thereafter, anywhere in the world, manufacture, sell, market or distribute, or direct the management ofattempt to manufacture, and is not otherwise associated withsell, such corporation, market or (B) performing services for an investment bank, investment advisor or investment fund that maydistribute, directly or indirectlythrough contract manufacturers, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only following products to the divisions customers indicated: (i) Siemens UMTS Power Amplifier and Transceiver products (QBS 457, 495 and 512) or subsidiaries any next generation of such company that conduct the Competing Businesses, provided that products to Siemens or any of its affiliates; and (Aii) Executive shall not, directly Nokia GSM Power Amplifiers (QBS 398) or indirectly, have any responsibility whatsoever for, provide next generation of such products to Nokia Networks or any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (B) Executive obtains the prior written consent of the Company, which consent shall not be unreasonably withheldits affiliates.

Non-Competition. During his (a) The Seller agrees that, during the Term (as defined in the ▇▇▇▇▇▇▇ Employment Agreement) and for a period of one (1) year after the termination of the Seller's employment with the Company and Company, the Non-Competition Period, Executive Seller shall not, without in the prior written consent of United States or any other geographic area where the BoardCompany does business, alone or in association with others: (i) engage, directly or indirectly, ownin the development, managemanufacture, operatepackaging, joindistribution and/or sale of educational software products and/or computer-based training, control, participate in, invest tutorial and testing programs (the "Competitive Activities"); (ii) have any interest in or otherwise be connected employed by (or associated withact as a consultant to) any company which is primarily engaged in Competitive Activities; and/or (iii) be employed in (or act as a consultant to) any division of a company if such division is engaged in Competitive Activities. Notwithstanding the foregoing, in ownership of any manneramount of the securities of the Purchaser, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investorthe Company, any Competing Business; providedcompany controlled by the Purchaser and/or the Company or any successors thereof (each, however, that nothing in this Agreement shall prevent Executive from (Aa "Protected Company") owning five percent (or the ownership of 5%) % or less of the stock or other any class of outstanding securities of a publicly held corporationcompany whose securities are listed on a national securities exchange (including the NASDAQ Stock Market) or traded on the NASDAQ Small- Cap Market shall not be deemed to constitute a breach of this Section 7.1. (b) During the same period, so long as Executive does not in fact have the power to control, or direct the management ofSeller shall not, and is shall use his best efforts not otherwise associated with, such corporation, to allow any person under his actual control (including employees and agents of the Company or (Bany affiliated company under his actual control) performing services for an investment bank, investment advisor or investment fund that mayto, directly or indirectly, ownon behalf of himself or any other person: (i) accept Competitive Activity business from or solicit Competitive Activity business of any person who is, manageor who had been at any time during the preceding one (1) year, operate, join, control, participate in, invest in or otherwise be connected or associated with, in a customer of any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever toProtected Company, or otherwise be connected divert or associated attempt to divert any Competitive Activity business from a Protected Company; (ii) recruit or otherwise solicit or induce any person who is an employee of, or otherwise engaged by, a Protected Company to terminate his or her employment or other relationship with such Competing Business. Notwithstanding Protected Company or hire any person who has left the foregoingemploy of any Protected Company during the preceding one (1) year; or (iii) use or purport to authorize any person to use any name, if a company has separate divisions ▇▇▇▇, logo, trade dress or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses identifying words or images which are not Competing Businesses, then the same as or confusingly similar to those used at any time by a Protected Company in connection with any product or service. (c) The restrictions set forth in this Section 7.1 are considered by the parties to be fair and reasonable. The Seller acknowledges that the restrictions imposed hereunder contained in this Section 7.1 will not prevent him from earning a livelihood. The Seller further acknowledges that the Purchaser would be irreparably harmed and that monetary damages would not provide an adequate remedy in the event of a breach of the provisions of this Section 7.1. Accordingly, the Seller agrees that, in addition to any other remedies available to the Purchaser, the Purchaser shall be entitled to specific performance, injunction and other equitable relief to secure the enforcement of these provisions, and the party seeking such relief shall not be required to post bond as a condition thereto. If any provisions of this Section 7.1 relating to the time period, scope of activities or geographic area of restrictions is declared by a court of competent jurisdiction to exceed the maximum permissible time period, scope of activities or geographic area, the maximum time period, scope of activities or geographic area, as the case may be, shall be reduced to the maximum which such court deems enforceable. If any provisions of this Section 7.1 other than those described in the preceding sentence are adjudicated to be invalid or unenforceable, the invalid or unenforceable provisions shall be deemed amended (with respect to Competing Businesses shall apply only to the divisions or subsidiaries jurisdiction in which such adjudication is made) in such manner as to render them enforceable and to effectuate as nearly as possible the original intentions and agreement of such company that conduct the Competing Businesses, provided parties. (d) This Section 7.1 shall forever terminate and be of no further force and effect in the event that (Ai) Executive shall not, directly the Purchaser acknowledges in writing or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business an arbitration panel under the ▇▇▇▇▇▇▇ Employment Agreement finally determines that the Company has terminated the Seller's employment without Cause (as defined in Paragraph 9(c) of the same company▇▇▇▇▇▇▇ Employment Agreement), and the Seller has terminated his employment for Good Reason (B) Executive obtains the prior written consent of the Company, which consent shall not be unreasonably withheld.as defined in Paragraph

Non-Competition. During In consideration of the Corporation's entering into this Agreement: 7.1 Employee agrees that during the Term hereof and, (i) in the event Employee voluntarily terminates his employment with or the Company and Corporation terminates Employee's employment for cause, prior to the Non-Competition Periodexpiration of one (1) year following such termination of Employee's employment, Executive shall notor (ii) in the event Employee is terminated for reasons other than for cause, then for such period (not to exceed one (1) year) as the Corporation continues to pay Employee's base salary to him, he will not without the Corporation's prior written consent of the Boardconsent, directly or indirectly, indirectly own, manage, operate, join, control, participate in, perform any services for, invest in in, or otherwise be connected or associated with, in any manner, including whether as an officer, director, employee, independent contractor, subcontractor, stockholder, member, managerconsultant, partner, principal, consultant, advisor, agent, proprietor, trustee investor or investorotherwise, any Competing Business; providedbusiness entity which is engaged in the design, however, that nothing manufacture and/or sale of any gaming devices or any business entity which is engaged in this Agreement any other business in which the Corporation or any of its Affiliates is engaged. Nothing herein contained shall prevent Executive be deemed to prohibit Employee from (A) owning investing his funds in securities of a company if the securities of such company are listed for trading on a national stock exchange or traded in the over-the-counter market and Employee's holdings therein represent less than five percent (5%) or less percent of the stock total number of shares or principal amount of other securities of a publicly held corporationsuch company outstanding. 7.2 Employee agrees that Employee will not, so long as Executive does not in fact have during the power Term hereof or prior to controlthe expiration of one (1) year following the termination of the Employee's employment for any reason, or direct without the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that maywritten consent of the Corporation, directly or indirectly, ownby action alone or in concert with others, manageinduce or influence, operateor seek to induce or influence any person who is engaged by the Corporation or any of its Affiliates as an employee, joinagent, controlindependent contractor or otherwise, participate into terminate his employment or engagement, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive nor shall notEmployee, directly or indirectly, have through any responsibility whatsoever forother person, provide any services whatsoever tofirm or corporation, employ or engage, or otherwise be connected solicit for employment or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever toengagement, or otherwise be connected advise or associated with recommend to any Competing Business of the same company, and (B) Executive obtains the prior written consent of the Company, which consent shall not be unreasonably withheld.other person or entity that such

Non-Competition. During (a) Since the Employee is likely to obtain in the course of his employment confidential information and personal knowledge of and influence over customers or suppliers of the Company or any other associated company the Employee hereby agrees with the Company that in addition to the other terms of this Agreement and without prejudice to other restrictions imposed upon him by law, the Non-Competition PeriodEmployee covenants:- (i) that he will not during the period of two years from the date on which his employment terminates canvass or solicit or endeavour to canvass or solicit (whether on his own account or for any other person, Executive shall notfirm or organisation) in competition with the Company or any other associated company the custom of any person, without firm or company who at any time during the prior written consent last 12 months of his service with the BoardCompany was a customer or supplier of, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated the habit of dealing with, in the Company or any mannerother associated company and with whom the Employee shall have been personally concerned; (ii) that he will not during the period of two years from the date on which his employment terminates either on his own behalf or for any other person, including as firm or organisation solicit or endeavour to entice away from the Company or any other associated company any person who was to his knowledge at any time during the last 12 months of his service with the Company an officeremployee, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisorofficer, agent, proprietor, trustee consultant or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from associate of such company. (Ab) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then While the restrictions imposed hereunder with respect in this Clause are considered by the parties to Competing Businesses shall apply only to be reasonable in all the divisions circumstances it is agreed that if any one or subsidiaries more of such company that conduct restrictions shall either taken by itself or themselves together be adjudged to go beyond what is reasonable in all the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of circumstances for the same company, and (B) Executive obtains the prior written consent protection of the Company’s or any associated company’s legitimate interest but would be adjudged reasonable if any particular restriction or restrictions were deleted or if any part of parts of the wording thereof were deleted, which consent restricted or limited in a particular manner then the said restrictions shall not be unreasonably withheldapply with such deletions, restrictions or limitations as the case may be.

Non-Competition. During (a) In view of the unique and valuable services it is expected Employee will render to the LDI Companies, Employee's knowledge of the customers, trade secrets, and other proprietary information relating to the business of the Company and its customers and suppliers and similar knowledge regarding the LDI Companies it is expected Employee will obtain, and in consideration of the compensation to be received hereunder, Employee agrees (i) that he will not during the period he is employed by any of the LDI Companies under this Agreement or otherwise Participate In (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), for a period of six (6) months after he ceases to be employed by any of the LDI Companies under this Agreement or otherwise, he will not compete with, or Participate In any other business or organization which during such six-month period competes with, either the Company or any of the other LDI Companies for which Employee renders services hereunder, with respect to any product or service sold or activity engaged in up to the time of such cessation in any geographical area in which at the time of such cessation such product or service is sold or activity engaged in, except that in each case the provisions of this Section 6(a) 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. Notwithstanding clause (ii) above, if either (x) the Company terminates Employee's employment under this Agreement or otherwise for reasons other than those described in Section 10(a), (ii), (iii) or (iv) hereof, or (y) Employee terminates his employment with the Company and the Non-Competition Periodunder this Agreement or otherwise prior to Marc▇ ▇▇, Executive shall not▇▇▇▇, without the prior written consent ▇▇, (▇) ▇▇ or before scheduled expiration of the BoardEmployment Period (i.e., directly March 31, 2001), Employee is not offered a new contract of employment with the Company (or indirectlyLDI Wireless, ownas the case may be) on equal or better terms, managetaken as a whole, operatethan as set forth herein, join, control, participate in, invest in or otherwise be connected or associated with, then in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing such case the restrictions set forth in this Agreement Section 6(a) shall prevent Executive not apply from (A) owning five percent (5%) or less of and after the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries effective date of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (B) Executive obtains the prior written consent of the Company, which consent shall not be unreasonably withheldtermination.

Non-Competition. During (a) The Executive shall not at any time within a period of one year from the date of termination of his employment hereunder for any reason whatsoever unless with the Company and the Non-Competition Period, Executive shall not, without the prior written consent of the Board, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (A) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (B) Executive obtains the prior written consent of the Company, (i) directly or indirectly, whether as principal, servant, agent or consultant, canvass, solicit or entice or endeavor to entice away from the Company (which term for purposes of this Section 6 means and includes any and all of the Company's subsidiaries of affiliates) any director, officer or employee of the Company, or (ii) directly or indirectly, whether as principal, servant or agent or in any other capacity whatsoever carry on or be engaged or interested in any business within the United States and Scotland carrying on trade ("the trade") as manufacturer, assembler, designer, installer, developer, producer, dealer in, agent for or distributor of electronic products and assemblies, such as but not limited to conventional and molded cables and wire harnesses and printed circuit-boards, electro-mechanical assemblies and products, plastic insert and injection molded products, and other related services or products (collectively "Products") of the Company in competition with the Company, competition to mean those Products then produced and marketed with customers as that term is used and defined herein, provided, the Executive shall be entitled to invest and/or own up to 5% of the equity of any such business; or (iii) directly or indirectly, whether as principal, servant or agent, solicit or seek to obtain for himself or for any person, firm or corporation by whom he is employed or with whom he is associated, the business of or act as principal, servant or agent for, or directly or indirectly accept any benefit, whether in money or otherwise from any business in connection with the trade conducted for any person, firm or corporation, which consent either at the date of termination of his employment or at any time during the 36 months immediately preceding such termination, is or was a customer of the Company, provided that such restriction applies only with respect to Products produced and marketed within such 36 month period by the Company for that customer; and provided further (A) for the purpose of this clause the expression "customer" shall not be unreasonably withhelddeemed to include a prospective customer whose business was the subject of negotiation with the Company or any of its subsidiaries or affiliates at any time within a period of 12 months prior to the termination of the Executive, and (B) in the event the Executive, directly or indirectly, receives any benefit, whether in money or otherwise as aforesaid, at or in respect of any time during said non-compete period of one year he shall, without prejudice to any other rights or remedies available to the Company, be bound forthwith to account for and make payment to the Company in respect to such benefit, and (C) for the purpose of this clause the Executive acknowledges and agrees that where multinational companies are customers of the Company the restrictions herein contained shall have effect in relation to such multinational companies in whatever country they are located. (b) Each of the foregoing obligations shall be deemed to be separate and severable obligations and each of said obligations shall be construed accordingly. (c) While the foregoing restrictions are considered by the parties to be reasonable in all the circumstances, it is agreed that if any of such restrictions shall be held to be void or ineffective for whatever reason but would be held to be valid and effective if part of the wording thereof were deleted or the periods thereof reduced or the area thereof reduced in scope, the said restrictions shall apply with such modifications as may be necessary to make them valid and effective.

Non-Competition. During 3.1 DOLEV acknowledges that the Fee that he is entitled to receive pursuant to the services Agreement and the Term thereof comprise a special compensation for his employment with undertaking under this Section 3. In order to enable the Company to effectively protect its Confidential Information, DOLEV agrees and undertakes that: during the Non-Competition Periodterm of this agreement and for a period of one (1) year thereafter, the Executive shall not, without unless acting pursuant hereto or with the prior written consent of the BoardBoard of Directors of the Company, directly or indirectly: (a) solicit business from or perform services for, any persons, company or other entity which at any time during the period that DOLEV has provided services to the Company is a client, customer of the Company or prospective customer of Company if such business or services are of the same general character as those engaged in or performed by the Company (as used herein, the term “prospective customer” shall mean any persons, company or other entity with which the Company had conducted sales or marketing activities within the prior six (6) months); (b) solicit for employment or in any other fashion hire any of the employees of the Company; (c) own, manage, operate, finance, join, controlcontrol or participate in the ownership, participate inmanagement, invest in operation, financing or otherwise control of, or be connected or associated with, in any manner, including as an employee, consultant, officer, director, employee, independent contractor, subcontractor, stockholder, member, managerexecutive, partner, principal, consultant, advisor, agent, proprietorrepresentative, trustee consultant or investorotherwise with any business or enterprise engaged in the business of designing, any Competing developing, and implementing software products designed for airport and baggage handling security screening (the “Business; ”), provided, however, that this sub-section shall not be-construed to prohibit the ownership by Dolev of not more than 5% of any class of the outstanding equity securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that Dolev has no active roll in such corporation. (d) use or permit his name to be used in connection with, any business or enterprise engaged in the Business; or (e) use the name of the Company or any name similar thereto, but nothing in this Agreement clause shall prevent Executive from (A) owning five percent (5%) be deemed, by implication, to authorize or less permit use of such name after expiration of such period; In the stock event that the provisions of this Section should ever be adjudicated to exceed the time, geographic, service or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, product limitations permitted by applicable law in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businessesjurisdiction, then the restrictions imposed hereunder with respect to Competing Businesses such provisions shall apply only be deemed reformed in such jurisdiction to the divisions maximum time, geographic, service or subsidiaries of such company that conduct product limitations permitted by applicable law. 3.2 DOLEV specifically acknowledges, stipulates and agrees as follows: (i) the Competing Businessesprotective covenants set forth herein are reasonable and necessary to protect the goodwill, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, property and (B) Executive obtains the prior written consent Confidential Information of the Company, which consent and the operations and business of Company; and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained in this Section 3 shall not for any reason be unreasonably withheldheld to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law.

Non-Competition. During his employment with (i) Optionee agrees that during the Company and the Non-Competition Restriction Period, Executive shall not, without the prior written consent of the Board, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (A) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall Optionee will not, directly or indirectly, have individually or through an entity, as an owner, part owner, partner, employee, agent or otherwise: (A) provide to a Competitive Enterprise the same or similar services that Optionee performed during Optionee’s service as a Service Provider. A "Competitive Enterprise" means (x) any responsibility whatsoever forbusiness that provides intellectual property services and consulting, or provides information solutions to assist professionals and other clients in research and development and/or seeking to extract value from their intellectual assets; and/or (y) any business that provides services or engages in any other business activities similar to any of those provided or engaged in by the Company now or in the future; or (B) sell, attempt to sell, or directly or indirectly assist in the effort of anyone else who sells or attempts to sell, any products or services that are competitive with any products or services offered by the Company and for which Optionee gained knowledge of during Optionee’s service as a Service Provider; or (C) act in any capacity for another entity or engage in any conduct if in such capacity or due to such conduct Optionee would reasonably be expected to use and/or disclose any of the Company’s trade secrets or Confidential Information; or (D) interfere with, disrupt or attempt to interfere with or disrupt relations between the Company and any of its customers, employees, consultants, suppliers or vendors; or (E) own more than 5% of a Competitive Enterprise. Notwithstanding anything in this Section 3.2(c) to the contrary, nothing herein shall prohibit Optionee from becoming employed exclusively in or providing services to a non-competitive division or subsidiary of an enterprise whose other divisions and/or subsidiaries may compete with the Company, so long as Optionee does not provide any services whatsoever to, to or otherwise be connected provide any assistance or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only advice to the divisions competitive division or subsidiaries of such company that conduct the Competing Businesses, provided that subsidiary. (Aii) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business Because of the same company, and (B) Executive obtains the prior written consent global nature of the Company’s business, it is agreed that the restrictions set forth above shall apply in the geographic regions that Optionee worked in and was responsible for while Optionee was a Service Provider, and any other geographic area (country, province, state, city or other political subdivision) in which consent the Company is engaged in, or was developing plans to engage in, business or is otherwise selling products or services at the time Optionee incurred a Termination of Service. (iii) In the event the terms of this Section 3.2(c) shall not be unreasonably withhelddetermined 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 respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.

Non-Competition. During his You acknowledge that in your employment with the Company you have had, and will hereafter have, access to Confidential Information which, if disclosed, would assist in competition against the Company and its Affiliates and that you also have, and will hereafter, generate goodwill for the Company and its Affiliates in the course of your employment. You also acknowledge that the amount of severance pay to be provided you hereunder in the event of termination of your employment by the Company other than for Cause on or after July 1, 2004 is twice that to which you were previously eligible, expressly in exchange for your commitments under this Section 1(d). Further, you agree that the following restrictions on your activities during and after your employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates: (i) While you are employed by the Company and during the twenty-four (24) months immediately following termination of your employment, regardless of the reason for such termination, (in the aggregate, the "Non-Competition Period"), Executive shall not, without the prior written consent of the Board, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (A) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive you shall not, directly or indirectly, have whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the Company or any responsibility whatsoever forof its Affiliates anywhere in the world or undertake any planning for any business competitive with the business of the Company or any of its Affiliates. Specifically, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding but without limiting the foregoing, if a company has separate divisions you agree not to work for, or subsidiariesprovide services to, some in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, any Person engaged in any business that is competitive with the business of which conduct a Competing Business the Company or any of its Affiliates, as conducted or in planning during your employment with the Company. (ii) You agree that, during the Non-Competition Period, other than as required by your duties for the Company and some of which conduct other businesses which are its Affiliates during your employment, you will not, and will not Competing Businessesassist anyone else to, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have solicit for hiring any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business employee of the same company, and Company or any of its Affiliates or seek to persuade any employee of the Company or any of its Affiliates to discontinue employment or (B) Executive obtains solicit or encourage any independent contractor or other Person doing business with the prior written consent Company or any of its Affiliates at any time during your employment to terminate or diminish its relationship with the Company or any of the Company's Affiliates or to violate any agreement of such independent contractor or other Person with the Company or any of its Affiliates. For the purposes of this Agreement, which consent shall not be unreasonably withheldan "employee" of the Company or any of its Affiliates is any Person who is then in their employ or who was so employed at any time within the preceding six months.

Non-Competition. During For purposes of this Section 8, all references to the Company shall be deemed to include all of the Company's affiliates and subsidiaries. The Employee will not utilize his employment with special knowledge of the business operations of the Company and the Non-Competition Periodhis relationships with customers, Executive shall not, without the prior written consent suppliers of the BoardCompany and others to compete with the Company. During the Term of this Agreement and for a period of two (2) years after the Expiration Date, the Employee shall not engage, directly or indirectly, ownor have an interest, managedirectly or indirectly, operateanywhere in the United States of America or any other geographic area where the Company does business or in which its products or services are marketed, joinalone or in association with others, controlas principal, participate inofficer, invest in agent, employee, director, partner or otherwise be connected stockholder (except with respect to his employment by the Company), or associated withthrough the investment of capital, lending of money or property, rendering of services or otherwise, in any mannerbusiness competitive with or substantially similar to that engaged in by the Company during the Term of this Agreement, including as an officeror any line of business or acquisition that the Company either (i) contemplates entering into, directorwhether or not actually entered into, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however(ii) has obtained due diligence or other information on during Employee’s employment with the Company (it being understood hereby, that nothing in this Agreement shall prevent Executive from (A) owning the ownership by the Employee of five percent (5%) or less of the stock of any company listed on a national securities exchange shall not be deemed a violation of this Section 8 and it being further understood that nothing herein shall prevent the Employee from engaging in the business of investing, reinvesting, or trading in securities or other securities of a publicly held corporationfinancial instruments). During the same period, so long as Executive does not in fact have the power to control, or direct the management ofEmployee shall not, and is shall not otherwise associated withpermit any of his employees, such corporation, agents or (B) performing services for an investment bank, investment advisor or investment fund that mayothers under his control to, directly or indirectly, ownon behalf of himself or any other person, manage(i) call upon, operateaccept competitive business from, joinor solicit the competitive business of any person who is, controlor who had been at any time during the preceding two (2) years, participate ina customer of the Company or any successor to the business of the Company, invest in or otherwise be connected divert or associated withattempt to divert any business from the Company or any such successor, in or (ii) directly or indirectly recruit or otherwise solicit or induce any mannerperson who is an employee of, or otherwise engaged by, the Company or any Competing Businesssuccessor to the business of the Company to terminate his or her employment or other relationship with the Company or such successor, provided that Executive or hire any person who has left the employ of the Company or any such successor during the preceding two (2) years. The Employee shall notnot at any time, directly or indirectly, have use or purport to authorize any responsibility whatsoever forperson to use any name, provide any services whatsoever to▇▇▇▇, logo, trade dress or otherwise be connected other identifying words or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses images which are not Competing Businesses, then the restrictions imposed hereunder with respect same as or similar to Competing Businesses shall apply only to those used at any time by the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated Company in connection with any Competing Business of the same companyproduct or service, and (B) Executive obtains the prior written consent whether or not such use would be in a business competitive with that of the Company, which consent . Any breach or violation by the Employee of the provisions of this Section 8 shall not be unreasonably withheldtoll the running of any time periods set forth in this Section 8 for the duration of any such breach or violation.