Common use of Non-Competition Clause in Contracts

Non-Competition. (a) During the Employment Period and, thereafter, until that date which is the shorter of one (1) year after the termination or expiration of the Employment Period, (the “Restrictive Period”) the Executive agrees and covenants he or she it shall not, and shall cause each of his or her controlled Affiliates not to, directly or indirectly, own any interest in, control, manage, operate, participate in, develop products for, advise or consult with or render services for (as a director, officer, employee, agent, broker, partner, consultant or contractor), or engage in activities or businesses, or establish any new businesses, within North America (including Mexico), Europe, or any country in which the Company is conducting business during the time of the Executive’s employment with the Company (the “Territory”) any business that is competitive with the business operated by the Company, including any activities or business engaged in the Company Business. Notwithstanding the foregoing, this Section 7 (a) shall be deemed not breached solely as a result of the ownership by the Executive or any of his or her Affiliates of less than an aggregate of 2% of any class of stock that is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and is listed on a national securities exchange; provided that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity. (b) To the extent during the Restrictive Period, the Executive is entitled to any severance payments following the Employment Term and the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice of such breach by the Executive to the Company. (c) This Section 7 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Executive shall promptly provide written notice of any such order to the Chief Executive Officer or General Counsel (in the case of the Chief Executive Officer).

Non-Competition. During the term of this Agreement and for the longer of: (i) any period during which Officer is receiving periodic severance payments pursuant to Section 4.2, or (ii) one year following a Termination Upon a Change in Control, in either case so long as the payments provided for in Section 4.1 are made on a timely basis: (a) During the Employment Period and, thereafter, until that date which is the shorter of one (1) year after the termination or expiration of the Employment Period, (the “Restrictive Period”) the Executive agrees and covenants he or she it Officer shall not, and shall cause each without the prior written consent of his or her controlled Affiliates not toCorporation, directly or indirectly, own any interest in, controlown, manage, operate, participate incontrol, develop products for, advise or consult be connected with or render services for (as a director, an officer, employee, agent, broker, partner, consultant or contractor)otherwise, or otherwise engage or participate in activities any corporation or businesses, or establish any new businesses, within North America (including Mexico), Europe, or any country in which the Company is conducting other business during the time of the Executive’s employment with the Company (the “Territory”) any business that is competitive with the business operated by the Company, including any activities or business entity engaged in the Company Businessbusiness of buying, selling, developing, building and/or managing real estate facilities for the medical and healthcare sectors of the real estate industry. Officer understands and acknowledges that Corporation carries on business nationwide and that the nature of Corporation’s activities cannot be confined to a limited area. Accordingly, Officer agrees that the geographic scope of this Section 5 shall include the United States of America. Notwithstanding the foregoing, this Section 7 (a) shall be deemed not breached solely as a result of the ownership by the Executive or any of his or her Affiliates Officer of less than an aggregate of 2% of any class of the outstanding capital stock that of any corporation conducting such a competitive business which is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and is listed regularly traded on a national securities exchange; provided that such ownership represents exchange or in the over-the-counter market shall not be a passive investment and that violation of the Executive is not a controlling person of, or a member of a group that controls, such entityforegoing covenant. (b) To Simultaneously with Officer’s execution of this Agreement and upon each anniversary of the Effective Date, Officer shall notify the Chairman of the Compensation Committee of the nature and extent during of Officer’s investments, stock holdings, employment as an employee, director, or any similar interest in any business or enterprise engaged in buying, selling, developing, building, and/or managing real estate facilities for the Restrictive Periodmedical and healthcare sectors of the real estate industry other than Corporation; provided, however, that Officer shall have no obligation to disclose any investment under $100,000 in value or any holdings of publicly traded securities which are not in excess of one percent of the Executive is entitled to any severance payments following the Employment Term and the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice outstanding class of such breach by the Executive to the Companysecurities. (c) This Officer shall not contact or solicit, directly or indirectly, any customer, client, tenant or account whose identity Officer obtained through association with Corporation, regardless of the geographical location of such customer, client, tenant or account, nor shall Officer, directly or indirectly, entice or induce, or attempt to entice or induce, any employee of Corporation to leave such employ, nor shall Officer employ any such person in any business similar to or in competition with that of Corporation. Officer hereby acknowledges and agrees that the provisions set forth in this Section 7 does not5 constitute a reasonable restriction on his ability to compete with Corporation and will not adversely affect his ability to earn income sufficient to support himself and/or his family. (d) The parties hereto agree that, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of event a court of competent jurisdiction shall determine that the geographical or an authorized government agencydurational elements of this covenant are unenforceable, provided that such compliance does determination shall not exceed that required by render the lawentire covenant unenforceable. Rather, regulation, or order. The Executive the excessive aspects of the covenant shall promptly provide written notice of any such order be reduced to the Chief Executive Officer or General Counsel (in threshold which is enforceable, and the case of the Chief Executive Officer)remaining aspects shall not be affected thereby.

Non-Competition. A. Subject to Section 3.B. below, Executive, during Executive’s period of employment with the Company, and for a period of twelve (a12) During the Employment Period and, thereafter, until that date which is the shorter months following Executive’s voluntary or involuntary termination of one (1) year after the termination or expiration of the Employment Period, employment (the “Restrictive Restriction Period”) the Executive agrees and covenants he or she it ), shall not, and without the Company’s written permission, which shall cause each of his be granted or her controlled Affiliates not todenied in the Company’s sole discretion, directly or indirectly, own any associate with (including, but not limited to, association as a sole proprietor, owner, employer, partner, principal, investor, joint venturer, shareholder, associate, employee, member, consultant, contractor or otherwise), or acquire or maintain ownership interest in, controlany Business which is competitive with that conducted by or developed for later implementation by the Company at any time during the term of Executive’s employment. For purposes of this Agreement, manage, operate, participate in, develop products for, advise or consult with or render services for (“Business” shall be defined as a directorperson, officercorporation, employeefirm, agentlimited liability company, brokerpartnership, partnerjoint venture or other entity. Nothing in the foregoing shall prevent Executive from investing in a Business that is or becomes publicly traded, consultant if Executive’s ownership is as a passive investor of less than one percent (1%) of the outstanding publicly traded stock of the Business. B. The provision set forth in Section 3.A above, shall apply to the full extent permitted by law (A) in all fifty states, and (B) in each foreign country, possession or contractor), or engage in activities or businesses, or establish any new businesses, within North America (including Mexico), Europe, or any country territory in which the Company is conducting may be engaged in, or have plans to engage in, business (x) during Employee’s period of employment, or (y) in the case of a termination of employment, as of the effective date of such termination or at any time during the time twenty-four month period prior thereto. C. Executive acknowledges that these restrictions are reasonable and necessary to protect the business interests of the Company, and that enforcement of the provisions set forth in this Section 3 will not unnecessarily or unreasonably impair Executive’s ability to obtain other employment following the termination (voluntary or involuntary) of Executive’s employment with the Company (Company. Further, Executive acknowledges that the “Territory”) any business that provisions set forth in this Section 3 shall apply if Executive’s employment is competitive with the business operated involuntarily terminated by the Company, including any activities or business engaged in the Company Business. Notwithstanding the foregoing, this Section 7 (a) shall be deemed not breached solely for Cause; as a result of the ownership by the Executive elimination of employee’s position; for performance-related issues; or for any of his other reason or her Affiliates of less than an aggregate of 2% of any class of stock that is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and is listed on a national securities exchange; provided that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entityno reason at all. (b) To the extent during the Restrictive Period, the Executive is entitled to any severance payments following the Employment Term and the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice of such breach by the Executive to the Company. (c) This Section 7 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Executive shall promptly provide written notice of any such order to the Chief Executive Officer or General Counsel (in the case of the Chief Executive Officer).

Non-Competition. During the term of this Agreement and for any period during which Officer is receiving periodic severance payments pursuant to Section 4.2, or for a period of one year following a Termination Upon a Change in Control, so long as the payments provided for in Section 4.1 are made on a timely basis: (a) During the Employment Period and, thereafter, until that date which is the shorter of one (1) year after the termination or expiration of the Employment Period, (the “Restrictive Period”) the Executive agrees and covenants he or she it Officer shall not, and shall cause each without the prior written consent of his or her controlled Affiliates not toCorporation, directly or indirectly, own any interest in, controlown, manage, operate, participate incontrol, develop products for, advise or consult be connected with or render services for (as a director, an officer, employee, agent, broker, partner, consultant or contractor)otherwise, or otherwise engage or participate in activities any corporation or businesses, or establish any new businesses, within North America (including Mexico), Europe, or any country in which the Company is conducting other business during the time of the Executive’s employment with the Company (the “Territory”) any business that is competitive with the business operated by the Company, including any activities or business entity engaged in the Company Businessbusiness of buying, selling, developing, building and/or managing real estate facilities for the medical, healthcare and retirement sectors of the real estate industry. Officer understands and acknowledges that Corporation carries on business nationwide and that the nature of Corporation’s activities cannot be confined to a limited area. Accordingly, Officer agrees that the geographic scope of this Section 5 shall include the United States of America. Notwithstanding the foregoing, this Section 7 (a) shall be deemed not breached solely as a result of the ownership by the Executive or any of his or her Affiliates Officer of less than an aggregate of 2% of any class of the outstanding capital stock that of any corporation conducting such a competitive business which is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and is listed regularly traded on a national securities exchange; provided that such ownership represents exchange or in the over-the-counter market shall not be a passive investment and that violation of the Executive is not a controlling person of, or a member of a group that controls, such entityforegoing covenant. (b) To Simultaneously with the Effective Date and upon each anniversary of the Effective Date, Officer shall notify the Chairman of the Compensation Committee of the nature and extent during of Officer’s investments, stock holdings, employment as an employee, director, or any similar interest in any business or enterprise other than Corporation; provided, however, that Officer shall have no obligation to disclose any investment under $100,000 in value or any holdings of publicly traded securities which are not in excess of one percent of the Restrictive Period, the Executive is entitled to any severance payments following the Employment Term and the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice outstanding class of such breach by the Executive to the Companysecurities. (c) This Officer shall not contact or solicit, directly or indirectly, any customer, client, tenant or account whose identity Officer obtained through association with Corporation, regardless of the geographical location of such customer, client, tenant or account, nor shall Officer, directly or indirectly, entice or induce, or attempt to entice or induce, any employee of Corporation to leave such employ, nor shall Officer employ any such person in any business similar to or in competition with that of Corporation. Officer hereby acknowledges and agrees that the provisions set forth in this Section 7 does not5 constitute a reasonable restriction on his ability to compete with Corporation and will not adversely affect his ability to earn income sufficient to support himself and/or his family. (d) The parties hereto agree that, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of event a court of competent jurisdiction shall determine that the geographical or an authorized government agencydurational elements of this covenant are unenforceable, provided that such compliance does determination shall not exceed that required by render the lawentire covenant unenforceable. Rather, regulation, or order. The Executive the excessive aspects of the covenant shall promptly provide written notice of any such order be reduced to the Chief Executive Officer or General Counsel (in threshold which is enforceable, and the case of the Chief Executive Officer)remaining aspects shall not be affected thereby.

Non-Competition. (a) During 4.1. Both Company and Employee acknowledge Employee's right for freedom of occupation whilst protecting the Employment Period and, thereafter, until that date which is the shorter of one (1) year after the termination or expiration of the Employment Period, (the “Restrictive Period”) the Executive Company's legitimate interests. Therefore Employee agrees and covenants he or she it shall undertakes that, so long as Employee is employed by the Company and for a period of twelve (12) months following termination of Employee's employment for whatever reason, Employee will not, and shall cause each of his or her controlled Affiliates not to, directly or indirectly, own any interest inas owner, controlpartner, managejoint venturer, operate, participate in, develop products for, advise or consult with or render services for (as a director, officerstockholder, employee, broker, agent, brokerprincipal, partnertrustee, consultant corporate officer, director, licensor or contractor)in any capacity whatsoever engage in, become financially interested in, be employed by, or engage otherwise render services to, any business or venture that is engaged in any activities involving products, information, processes, technology or businesses, equipment that are or establish any new businesses, within North America (including Mexico), Europe, or any country in which could reasonably and imminently be competitive to those of the Company is conducting business during the time of the Executive’s employment with the Company (the “Territory”) any business that is competitive with the business operated by the Company, including any activities or business engaged in the Company Business. Notwithstanding the foregoing, this Section 7 (a) shall be deemed not breached solely as a result of the ownership by the Executive or any of his its subsidiaries or her Affiliates affiliates; provided, however, that Employee may own any securities of less than any corporation which is engaged in such business and is publicly owned and traded but in an aggregate of 2% amount not to exceed at any one time one percent of any class of stock that is subject to the periodic reporting requirements or securities of the Securities Exchange Act of 1934, as amendedsuch company, and so long as Employee has no role in the publicly owned and traded company as director, employee, consultant or otherwise. Employee agrees and understand that his Salary (set forth in Exhibit A) includes adequate compensation for his undertakings in this Section 4.1 and is listed on a national securities exchange; provided that such ownership represents a passive investment and that about 20% higher than it would have been should the Executive is Employee had not a controlling person of, or a member of a group that controls, such entitytaken said undertakings. (b) To the extent 4.2. Employee agrees and undertakes that during the Restrictive Periodperiod of Employee's employment and for a period of twenty four (24) months following termination, the Executive Employee will not, directly or indirectly, including personally or in any business in which Employee is entitled to an officer, director or shareholder, for any severance payments following the Employment Term and purpose or in any place, solicit for employment or employ any person employed by the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice of such breach (or retained by the Executive Company as a consultant, if such consultant is prevented thereby from continuing to render its services to the Company) on the date of such termination or during the preceding twelve (12) months. (c) This 4.3. If any one or more of the terms contained in this Section 7 does not4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in any way, restrict or impede the Executive from exercising protected rights a manner to enable it to be enforced to the extent that such rights cannot be waived by agreement or from complying compatible 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 Israeli law, regulation, or order. The Executive shall promptly provide written notice of any such order to the Chief Executive Officer or General Counsel (in the case of the Chief Executive Officer).

Non-Competition. (a) During The Executive agrees that his services hereunder are of a special character, and his position with the Employment Period andEmployer places him in a position of confidence and trust with the Employer's artists, thereafterclients, until customers and employees. The Executive and the Employer agree that date in the course of employment hereunder, the Executive has and will continue to develop a personal acquaintanceship and relationship with the Employer's artists, clients and customers, and a knowledge of those artists', clients' and customers' affairs and requirements which may constitute the Employer's primary or only contact with such artists, clients and customers. The Executive consequently agrees that it is reasonable and necessary for the shorter of one (1) year after the termination or expiration protection of the Employment Periodgoodwill and business of the Employer that the Executive make the covenants contained herein. Accordingly, (the “Restrictive Period”) the Executive agrees and covenants that while he or she it shall is in the Employer's employ the Executive will not, and shall cause each without the prior written consent of his or her controlled Affiliates not tothe Employer, either directly or indirectly, own or in any interest in, control, manage, operate, participate in, develop products for, advise or consult with or render services for (capacity whether as a directorpromoter, officerproprietor, partner, joint venturer, employee, agent, brokerconsultant, partnerdirector, consultant or contractor)officer, manager, equity holder (except as an equity holder holding less than five percent (5%) of a publicly traded company's issued and outstanding equity securities, or engage otherwise) work for, act as a consultant to or own any interest in activities any direct competitor of the Employer which operates in or businessesprovides services essentially the same as the Employer in any portion of the geographic territory where the Employer operates or sells its products or services, or establish any new businesses, within North America (including Mexico), Europe, or any country in which the Company is conducting business except as allowed pursuant to Section 3(c) of this Agreement. The Executive further agrees that during the time of Term, and for the one year period following the Executive’s 's termination of employment with the Company Employer, the Executive will not solicit, entice, induce or persuade: (the “Territory”i) any business that is competitive employee, artist, client or customer of the Employer; or (ii) any person or entity had been engaged in negotiations with the business operated Employer to become, an employee, artist, client or customer of the Employer during the six month period prior to the Executive's termination of employment with the Employer, to alter, terminate or refrain from extending or renewing any contractual or other relationship with the Employer, or commence a similar or substantially similar relationship with the Executive, any entity with whom the Executive is affiliated or employed by or any direct competitor of the Company, including any activities or business engaged in the Company BusinessEmployer. Notwithstanding the foregoing, this Section 7 (a) shall be deemed not breached solely as a result when the Executive's employment with the Employer is terminated, for whatever reason, the Executive may continue to do business, without violating the terms hereof, with, any customer, client or artist of the ownership Employer which was a customer, client or artist of the Executive, or any company controlled by the Executive or any of his or her Affiliates of less than an aggregate of 2% of any class of stock that is subject Executive, prior to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and is listed on a national securities exchange; provided that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entityEffective Date. (b) To As used in this Section 11, the extent term "Employer" shall include subsidiaries, licensees, sub-licensees and franchisees of the Employer, the term "customer" shall mean any person or entity who is then, or who had been at any time during the Restrictive Periodone year period immediately preceding the date of termination of the Executive's employment, a customer of the Executive is entitled to any severance payments following the Employment Term Employer, and the Company breaches its obligations to make term "artist or client" shall mean any such severance payments, the Restricted Period shall terminate on written notice of such breach by the Executive to the Company. (c) This Section 7 does not, in any way, restrict person or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulationentity who is then, or order. The Executive shall promptly provide written notice who had been at any time during the one year period immediately preceding the date of any such order to the Chief Executive Officer or General Counsel (in the case termination of the Chief Executive Officer)Executive's employment, an artist or client represented by, signed by, working for or collaborating with the Employer.

Non-Competition. (a) During 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 Employment Period andvoluntary or involuntary termination of employment, thereafter, until that date which is the shorter of one (1) year after the termination or expiration of the Employment Period, (the “Restrictive Period”) the Executive agrees and covenants he or she it shall not, and without ARAMARK’s written permission, which shall cause each of his be granted or her controlled Affiliates not todenied in ARAMARK’s sole discretion, directly or indirectly, own any associate with (including, but not limited to, association as a sole proprietor, owner, employer, partner, principal, investor, joint venturer, shareholder, associate, employee, member, consultant, contractor or otherwise), or acquire or maintain ownership interest in, controlany 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, manageprovided, operatehowever, participate if Employee’s employment is involuntarily terminated by ARAMARK for any reason other than Cause (as defined herein), then the term of the non-competition provision set forth herein will be modified to 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 to the full extent permitted by law (i) in all fifty states, and (ii) in each foreign country, possession or territory in which ARAMARK may be engaged in, develop products foror have plans to engage in, advise or consult with or render services for business (as a director, officer, employee, agent, broker, partner, consultant or contractor)x) during Employee’s period of employment, or engage (y) in activities the case of a termination of employment, as of the effective date of such termination or businesses, or establish at any new businesses, within North America (including Mexico), Europe, or any country in which the Company is conducting business time during the time twenty-four month period prior thereto. C. Employee acknowledges that these restrictions are reasonable and necessary to protect the business interests of ARAMARK, and that enforcement of the Executiveprovisions 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 Company (the “Territory”) any business that provisions set forth in this Article 2 shall apply if Employee’s employment is competitive with the business operated involuntarily terminated by the Company, including any activities or business engaged in the Company Business. Notwithstanding the foregoing, this Section 7 (a) shall be deemed not breached solely ARAMARK for Cause; as a result of the ownership by the Executive elimination of employee’s position; for performance-related issues; or for any of his other reason or her Affiliates of less than an aggregate of 2% of any class of stock that is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and is listed on a national securities exchange; provided that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entityno reason at all. (b) To the extent during the Restrictive Period, the Executive is entitled to any severance payments following the Employment Term and the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice of such breach by the Executive to the Company. (c) This Section 7 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Executive shall promptly provide written notice of any such order to the Chief Executive Officer or General Counsel (in the case of the Chief Executive Officer).

Non-Competition. (a) During the Employment Period and, thereafter, until that date which is Term and for a period of time following the shorter termination of the Employment Term equal to the greater of one (1) year after year, or the termination or expiration period of the Employment Period, time during which Executive receives Severance Pay (the “Restrictive Period”) ), the Executive agrees and covenants he or she it shall not, and shall cause each without the prior written consent of his or her controlled Affiliates not tothe Company, directly or indirectly, in any capacity whatsoever, either on his own behalf or on behalf of any other person or entity with whom he may manage, control, participate in, consult with, render services for or be employed or associated, compete with the Business (as hereinafter defined) in any of the following described manners: (i) Engage in, assist or have any interest in, controlas principal, manageconsultant, operate, participate in, develop products for, advise or consult with or render services for (as a director, officer, employeeadvisor, agent, brokerfinancier or employee, partner, consultant or contractor)any business entity which is, or engage which is about to become engaged in, providing goods or services in activities competition with the Addus HealthCare Group within a geographic radius of thirty (30) miles from any Addus HealthCare Group branch office; or (ii) Solicit or businessesaccept any business (or help any other person solicit or accept any business) from any person or entity which on the date of this Agreement is a customer of the Addus HealthCare Group or which during the Employment Term becomes a customer of the Addus HealthCare Group. For purposes hereof, or establish the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any new businesses, within North America (including Mexico), Europe, or any country other business activity in which the Company Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is conducting business during the time of the Executive’s employment with the Company (the “Territory”) any business that is competitive with the business operated employed by the Company. Furthermore, including any activities or business engaged in the Company Business. Notwithstanding the foregoing, this Section 7 (a) shall be deemed not breached solely as a result of the ownership by the Executive or any of his or her Affiliates of less than an aggregate of 2% of any class of stock that is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and is listed on a national securities exchange; provided that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity. (b) To the extent during the Restrictive Period, the Executive is entitled shall not directly or indirectly, (A) induce or attempt to induce any severance payments following employee of the Employment Term Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof, or (B) induce or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, and the Company breaches its obligations to make any such severance paymentsAddus HealthCare Group, on the Restricted Period other hand. Notwithstanding the foregoing provisions, nothing herein shall terminate on written notice of such breach by the Executive to the Company. (c) This Section 7 does not, in any way, restrict or impede prohibit the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement owning 1% or from complying with less of any applicable law or regulation or a valid order securities of a competitor, if such securities are listed on a nationally recognized securities exchange or traded over-the-counter on the NASDAQ market or otherwise. If, at the time of enforcement of this Section 9(b), a court of competent jurisdiction holds that the restrictions stated herein are unreasonable under the circumstances then existing, the parties agree that the maximum period, scope or an authorized government agencygeographic area reasonable under such circumstances shall be substituted for the stated period, provided that scope or area determined to be reasonable under the circumstances by such compliance does not exceed that required by the law, regulation, or order. The Executive shall promptly provide written notice of any such order to the Chief Executive Officer or General Counsel (in the case of the Chief Executive Officer)court.

Non-Competition. (a) During the Employment Period and, thereafter, until that date which is the shorter of one (1) year after the termination or expiration of the Employment Period, (the “Restrictive Period”) the Executive agrees and covenants he or she it shall not, and shall cause each of his or her his controlled Affiliates not to, directly or indirectly, own any interest in, control, manage, operate, participate in, develop products for, advise or consult with or render services for (as a director, officer, employee, agent, broker, partner, consultant or contractor), or engage in activities or businesses, or establish any new businesses, within North America (including Mexico), Europe, or any country in which the Company is conducting business during the time of the Executive’s employment with the Company (the “Territory”) any business that is competitive with the business operated by the Company, including any activities or business engaged in the Company Business. Notwithstanding the foregoing, this Section 7 (a) shall be deemed not breached solely as a result of the ownership by the Executive or any of his or her his Affiliates of less than an aggregate of 2% of any class of stock that is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and is listed on a national securities exchange; provided that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity. (b) To the extent during the Restrictive Period, the Executive is entitled to any severance payments following the Employment Term and the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice of such breach by the Executive to the Company. (c) This Section 7 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Executive shall promptly provide written notice of any such order to the Chief Executive Officer or General Counsel (in the case of the Chief Executive Officer).

Non-Competition. (a) During the Employment Period and, thereafter, until that date which is period commencing on the shorter of one (1) year after Effective Date and ending on the second anniversary following the termination of your employment for any reason (whether during or upon expiration of the Employment Period, Term) (the “Restrictive Restricted Period”), you will not (except as an officer, director, stockholder, member, manager, employee, agent or consultant of Paramount) the Executive agrees and covenants he or she it shall not, and shall cause each of his or her controlled Affiliates not to, directly or indirectly, own any interest in, controlown, manage, operate, participate join, or have a financial interest in, develop products forcontrol or participate in the ownership, advise management, operation or consult with control of, or render services for (be employed as a director, officer, an employee, agent, broker, partner, consultant agent or contractor)consultant, or engage in activities any other individual or businessesrepresentative capacity whatsoever, or establish any new businesses, within North America (including Mexico), Europeuse or permit your name to be used in connection with, or be otherwise connected in any country manner with any business or enterprise engaged in the institutional pharmacy business in any state in the United States in which the Company Group is conducting business during the time of the Executive’s employment with the Company (the “Territory”) any business that is competitive with the business operated by the Company, including any activities then engaged or business engaged planning to engage in the Company Business. Notwithstanding institutional pharmacy business (any such business or enterprise, a “Competitive Enterprise”); provided that the foregoing, this Section 7 (a) foregoing restriction shall not be deemed not breached solely as a result of construed to prohibit the ownership by you together with your affiliates and associates, as the Executive or any case may be, of his or her Affiliates of less not more than an aggregate of two percent (2% %) of any class of stock securities of any corporation that is subject engaged in any of the foregoing businesses, having a class of securities registered pursuant to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, which securities are publicly owned and is listed regularly traded on a any national securities exchange; exchange or in the over-the-counter market, provided further, that such ownership represents a passive investment and that the Executive is you together with your affiliates and associates, either directly or indirectly, do not a controlling person of, manage or a member of a group that controls, such entity. (b) To the extent during the Restrictive Period, the Executive is entitled to any severance payments following the Employment Term and the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice of such breach by the Executive to the Company. (c) This Section 7 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Executive shall promptly provide written notice exercise control of any such order corporation, guarantee any of its financial obligations, otherwise take part in its business other than exercising your rights as a shareholder, or seek to do any of the foregoing; and provided further, that if any Severance Benefits due to you are not paid when due, your obligations under this paragraph 7(b) shall terminate upon failure of the Company to cure such non-payment after thirty (30) days’ prior written notice. Notwithstanding anything to the Chief Executive Officer contrary in this Agreement or General Counsel (any other document or instrument, except as expressly set forth in the case preceding sentence, no breach or failure to perform on the part of the Chief Executive Officer)Paramount or any of its affiliates shall relieve you of your obligations under this Section 7.

Non-Competition. (a) During the Employment Period and, thereafter, until that date which is the shorter of one (1) year after the termination or expiration of the Employment Non-Compete Period, (the “Restrictive Period”) the Executive agrees and covenants he or she it shall not, and shall cause each of his or her controlled Affiliates not to, directly or indirectlyindirectly through an intermediary, own (A) solicit or encourage any client or customer of the Company or any Company Affiliate, or any person or entity who was a client or customer within 180 days prior to Executive’s action, to terminate, reduce or alter in a manner adverse to the Company or any Company Affiliate any existing business arrangements with the Company or any Company Affiliate or to transfer existing business from the Company or any Company Affiliate to any other person or entity, or (B) without the prior written consent of the AFG Board and the AAC Board, which consent shall not be unreasonably withheld, be engaged by, or have a financial or any other interest inin (other than compensatory equity), controlthe portion of any corporation, managefirm, operatepartnership, participate inproprietorship or other business entity or enterprise, develop products for, advise or consult with or render services for (whether as a directorprincipal, officeragent, employee, agentdirector, brokerconsultant, partnerstockholder, consultant partner or contractor)in any other capacity, which (x) materially competes with AAC or any Company Affiliate in any business conducted by AAC or any Company Affiliate as of the Effective Date or in any business acquired or developed by AAC or any Company Affiliate after the Effective Date and on or before the Date of Termination that generates $5,000,000 or more of net income in the fiscal year prior to termination of employment, provided that in no event shall the above limitations apply to any money or asset management business, including, without limitation, a private equity or hedge fund business engaged in management of alternative investments, or engage in activities or businesses, or establish any new businesses, within North America (including Mexico), Europe, or any country in y) is a financial institution with which the Company is conducting business during the time of or any Company Affiliate has any active or threatened litigation and the Executive’s employment role with such financial institution would involve in a material manner any involvement with such active or threatened litigation; provided, however, that the Executive may own, as a passive investor, securities of any such entity that has outstanding publicly traded securities or is passively owned through an interest in a hedge fund or private equity fund, so long as his direct holdings in any such entity shall not in the aggregate constitute more than 5% of the voting power of such entity and, while employed by AAC does not otherwise violate any Company or Company Affiliate policy applicable to the Executive. The Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the Non-Compete Period, he will provide a copy of this Agreement to such entity. The Executive acknowledges that this covenant has a unique, very substantial and immeasurable value to the Company (and Company Affiliates, that the “Territory”) any business that is competitive with Executive has sufficient assets and skills to provide a livelihood for the business operated by the CompanyExecutive while such covenant remains in force and that, including any activities or business engaged in the Company Business. Notwithstanding the foregoing, this Section 7 (a) shall be deemed not breached solely as a result of the ownership by foregoing, in the Executive or any of his or her Affiliates of less than an aggregate of 2% of any class of stock that is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and is listed on a national securities exchange; provided that such ownership represents a passive investment and event that the Executive is not a controlling person ofbreaches such covenant, or a member of a group that controls, such entity. (b) To the extent during the Restrictive Period, the Executive is entitled to any severance payments following the Employment Term and monetary damages would be an insufficient remedy for the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice of such breach by the Executive to the Company. (c) This Section 7 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Executive shall promptly provide written notice of any such order to the Chief Executive Officer or General Counsel (in the case and equitable enforcement of the Chief Executive Officer)covenant would be proper.

Non-Competition. Non-Mitigation: Litigation Expenses. (a) During For the Employment Period andfirst nine months following termination of his employment with the Corporation, Executive shall not be required to mitigate the amount of termination benefits due him under Section 7 herein, by seeking employment with others, or otherwise, nor shall the amount of such benefits be reduced or offset in any way by any income or benefits earned by Executive from another employer or other source during said period; thereafter, until that date which is the shorter of one (1) year after the said termination or expiration benefits shall be reduced by one-half of the Employment Periodamount Executive may earn from any full time employment position or occupation. However, if Executive becomes employed, as a full or part time employee, or as a consultant or advisor, to any enterprise engaged in competition with the business then being conducted by the Corporation, any obligation which the Corporation otherwise would have had under Section 7 shall thereupon terminate and cease to be of any further force and effect other than to the extent theretofore performed by the Corporation. (b) Until the “Restrictive Period”) period of employment expires (which for these purposes shall be calculated without giving effect to early termination pursuant to Section 6), Executive shall not enter into endeavors that are competitive with the Executive agrees and covenants he business or she it shall notoperations of the Corporation in the lodging pay-per-view/guest services market, and shall cause each of his or her controlled Affiliates not to, directly or indirectly, own any an interest in, control, manage, operate, participate injoin, develop products forcontrol, advise or consult with lend money or render services for (financial or other assistance to or participate in or be connected with, as a director, an officer, employee, agent, brokerdirector, partner, stockholder (expect for passive investments of not more than a one percent interest in the securities of a publicly held corporation regularly traded on a national securities exchange or in an over-the-counter securities market), consultant or contractor)otherwise, any individual, partnership, firm, corporation or engage other business organization or entity that engages in activities or businesses, or establish any new businesses, within North America (including Mexico), Europe, or any country in a business which the Company is conducting business during the time of the Executive’s employment competes with the Company (in the “Territory”) any business that is lodging pay-per-view/guest services market. For these purposes, employment with a vendor of cable television services shall not be treated as competitive with the business operated by or operations of the Company, including any activities or business engaged Corporation in the Company Business. Notwithstanding the foregoing, this Section 7 (a) shall be deemed not breached solely as a result of the ownership by the Executive or any of his or her Affiliates of less than an aggregate of 2% of any class of stock that is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and is listed on a national securities exchange; provided that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity. (b) To the extent during the Restrictive Period, the Executive is entitled to any severance payments following the Employment Term and the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice of such breach by the Executive to the Companylodging per-view/guest services market. (c) This The Corporation shall pay Executive’s out-of-pocket expenses, including attorneys’ fees, but not to exceed a total of $10,000 for any proceeding or group of related proceedings to enforce, construe or determine the validity of the provisions for termination benefits in Section 7 does notherein, provided, however, that if any arbitration or litigation results in any way, restrict or impede the a finding in favor of Executive from exercising protected rights contrary to the extent position of the Corporation, then Executive will be reimbursed for all reasonable legal and related costs regardless of the limitation set forth above; and further provided that such rights cannot in no event will Executive be waived by agreement or from complying with any applicable law or regulation or a valid order held liable for the legal and related costs of the Corporation in an event 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 Executive shall promptly provide written notice of any such order to the Chief Executive Officer or General Counsel (finding in the case favor of the Chief Executive Officer).Corporation

Non-Competition. (ai) During Employee acknowledges that the Employment Period andConfidential Information in his possession would enable Employee to establish goodwill with the Customers and potential Customers, thereafterand vendors and suppliers, until that date which is the shorter of one (1) year after the termination who provide products and services to or expiration on behalf of the Employment PeriodCompany, or who receive products or services from the Company and that the Confidential Information constitutes a valuable asset of the Company or its Affiliates. Employee also acknowledges that he has developed relationships with Customers, potential Customers, vendors, suppliers, employees, contractors or potential contractors and consultants or potential consultants of the Company. Employee further acknowledges and agrees that the scope of the Restricted Territory and Restricted Period is reasonable and necessary to protect the legitimate business interests of the Company and its Affiliates. (ii) Accordingly, Employee agrees that during the “Restrictive Period”) the Executive agrees Restricted Period Employee and covenants he or she it each Affiliate of Employee shall not, and shall cause each of his or her controlled Affiliates not toanywhere in the Restricted Territory, directly or indirectly, own either alone or in conjunction with any interest other Person, conduct, engage in, control, manage, operate, participate in, develop products for, advise or consult with or render services for or advice to, finance or participate or become interested in (in any manner, whether as a directormanager, employee, officer, employeedirector, agentconsultant, brokercontractor, partnerowner, consultant partner or contractor)otherwise, or through equity ownership or other investment or financial interest) any company, enterprise, venture, entity, business or other Person (other than the Company or its Affiliates) that engages or proposes to engage in activities the design, development, manufacture, production, distribution, marketing, installation or businessessale of any mercury removal products or business or related equipment, supplies or establish products, that is or are, in whole or in part, the same as, similar to, substitutes for or competitive with any new businesses, within North America (including Mexico), Europe, or any country in which the Company is conducting business during the time of the ExecutiveCompany’s employment with products or services; provided however, that the Company (the “Territory”) any business that is competitive with the business operated by the Company, including any activities or business engaged in the Company Business. Notwithstanding the foregoing, this Section 7 (a) foregoing restriction shall be deemed not breached solely as a result of apply to the ownership by the Executive or any of his or her Affiliates of less than an aggregate of 2% of any class of stock that is subject to the periodic reporting requirements one percent of the Securities Exchange Act outstanding equity securities of 1934, as amended, and is a Person having securities that are listed for trading on a national securities exchange; provided that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity. (b) To the extent during the Restrictive Period, the Executive is entitled to any severance payments following the Employment Term and the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice of such breach by the Executive subject to the Company. (c) This Section 7 does notother restrictions and covenants in this Agreement. The Company acknowledges that Employee is highly experienced and respected in the utility and engineering services business areas, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance and this section does not exceed that required by the lawlimit Employee’s work in areas, regulation, markets or order. The Executive shall promptly provide written notice of any such order with customers for matters unrelated to the Chief Executive Officer or General Counsel (in the case of the Chief Executive Officer)mercury emissions control.

Non-Competition. (a) During the Employment Period and, thereafter, until Executive acknowledges that date which is the shorter of one (1) year after the termination or expiration of the Employment Period, (the “Restrictive Period”) the Executive agrees and covenants he or she it shall not, and shall cause each of his or her controlled Affiliates services to be rendered hereunder are of a special and unusual character that have a unique value to Company and the conduct of its Business, the loss of which cannot toadequately be compensated by damages in an action at law. In view of the unique value to Company of the services of Executive for which Company has contracted hereunder, and because of the confidential information to be obtained by or disclosed to Executive as herein above set forth, and as a material inducement to Company to enter into this Agreement and to pay and make available to Executive the compensation and other benefits referred to herein, Executive covenants and agrees that Executive will not, directly or indirectly, own whether as principal, agent, trustee or through the agency of any interest incorporation, controlpartnership, manage, operate, participate in, develop products for, advise association or consult with or render services agent (other than as the holder of not more than five percent (5%) of the total outstanding stock of any company the securities of which are traded on a regular basis on recognized securities exchanges): (a) while employed under this Agreement (i) work for (in any capacity, including without limitation as a director, officer or employee) any other entity or cruise related businesses or affiliates of any such entity engaged in cruises, with a minimum fleet size of 3,000 berths, or (ii) recruit, or otherwise influence or attempt to induce employees of Company to leave the employment of Company; and (b) for the two (2) year period immediately following the termination of Executive's employment pursuant to this Agreement (the "Non-competition Period"), for any reason, serve as or be a consultant to or employee, officer, agent, director or owner of another entity or cruise related businesses or affiliates of any such entity engaged in cruises, with a minimum fleet size of 3,000 berths (“Cruise Business”); provided, for purposes hereof, “Cruise Business” shall not include any company that has a stand-alone Cruise Business unit that accounts for less than 10% of the company’s total sales in each of its prior two completed fiscal years so long as Executive is not providing services to such business unit other than services consistent with parent company oversight of such business unit. Executive further agrees that during the Non-competition Period, he or she shall not: (i) employ or seek to employ any person who is then employed or retained by Company or its affiliates (or who was so employed or retained at any time within the six (6) month period prior to the last day of Executive’s employment with Company); or (ii) solicit, induce, or influence any proprietor, partner, stockholder, lender, director, officer, employee, joint venturer, investor, consultant, agent, brokerlessor, partnersupplier, consultant or contractor), or engage in activities or businesses, or establish any new businesses, within North America (including Mexico), Europe, customer or any country in other person or entity which the has a business relationship with Company is conducting business or its affiliates at any time during the time Non-competition Period, to discontinue or reduce or modify the extent of the Executive’s employment such relationship with the Company (the “Territory”) any business that is competitive with the business operated by the Company, including any activities or business engaged in the Company Business. Notwithstanding the foregoing, this Section 7 (a) shall be deemed not breached solely as a result of the ownership by the Executive or any of its subsidiaries. Executive has carefully read and considered the provisions of Sections 9, 10, and 11 hereof and agrees that the restrictions set forth in such sections are fair and reasonable and are reasonably required for the protection of the interests of Company, its officers, directors, shareholders, and other employees, for the protection of the business of Company, and to ensure that Executive devotes his or her Affiliates of less than an aggregate of 2% of any class of stock that is subject entire professional time, energy, and skills to the periodic reporting requirements business of Company. Executive acknowledges that he or she is qualified to engage in businesses other than that described in this Section 11. It is the belief of the Securities Exchange Act of 1934parties, as amendedtherefore, and is listed on a national securities exchange; provided that such ownership represents a passive investment and that the best protection that can be given to Company that does not in any way infringe upon the rights of Executive to engage in any unrelated businesses is not to provide for the restrictions described above. In view of the substantial harm which would result from a controlling person ofbreach by Executive of Sections 9, or a member of a group that controls, such entity. (b) To the extent during the Restrictive Period10 and 11, the Executive is entitled to any severance payments following parties agree that the Employment Term and the Company breaches its obligations to make any such severance payments, the Restricted Period restrictions contained therein shall terminate on written notice of such breach by the Executive be enforced to the Company. (c) This maximum extent permitted by law as more particularly set forth in Section 7 does not, in 12 below. In the event that any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot of said restrictions shall be waived held unenforceable 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 agencyjurisdiction, provided the parties hereto agree that it is their desire that such compliance does not exceed court shall substitute a reasonable judicially enforceable limitation in place of any limitation deemed unenforceable and that required as so modified, the covenant shall be as fully enforceable as if it had been set forth herein by the law, regulation, or order. The Executive shall promptly provide written notice of any such order to the Chief Executive Officer or General Counsel (in the case of the Chief Executive Officer)parties.

Non-Competition. (a) During the Employment Period and, thereafter, until that date which is the shorter of one (1) year after the termination or expiration In consideration of the Employment PeriodCompany’s obligation to make the Severance Payments under certain circumstances (as described in Section 1(a) above) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment by the Company and for a period of twenty-four (24) months thereafter (the “Restrictive Restricted Period”) the ), Executive agrees and covenants he or she it shall not, and shall cause each without the prior written consent of his or her controlled Affiliates not tothe Company, directly or indirectly, own any interest in, control, manage, operate, participate in, develop products for, advise or consult with or render services for (as a director, officer, employee, agent, broker, partner, consultant or contractor), or engage in activities or businessesbecome associated with a Competitive Activity. For purposes of this Agreement, (i) “Competitive Activity” means any business or establish any new businesses, within North America other endeavor involving Similar Products if such business or endeavor is in a country (including Mexico), Europe, or any country the United States) in which the Company is conducting business (or any of its businesses) provides or planned to provide during the time of the Executive’s employment with by the Company such Similar Products and (ii) “Similar Products” means (A) any time share or vacation ownership exchange service or program (the “TerritoryExchange Business”); (B) any business travel agency, club or service that provides such services to anyone engaged in the Exchange Business or their members; (C) any travel agency, club or service that is competitive with the business operated Company’s travel and leisure membership programs, including, but not limited to, the Interval Gold, Leisure Time Passport or LiveItUp membership programs; (D) hotel management or vacation condominium, hotel condominium, timeshare or rental property management services; or (E) any other products or services that are the same or similar to any of the types of products or services that the Company (or any of its businesses) provides, has provided or planned to provide during Executive’s employment by the Company. The provisions of subsections (b)(ii)(B) through (E) shall only apply if Executive has provided services on behalf of the Company or its affiliates in direct support of the businesses described in such subsections. Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, including principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any activities other individual or business representative capacity with any individual, partnership, corporation or other organization that is engaged in the Company Businessa Competitive Activity. Notwithstanding the foregoing, this Section 7 Executive may make and retain investments during the Restricted Period, for investment purposes only, in less than one percent (a1%) shall be deemed not breached solely as a result of the ownership by the Executive or any of his or her Affiliates of less than an aggregate of 2% outstanding capital stock of any class publicly-traded corporation engaged in a Competitive Activity if the stock of stock that such corporation is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and is either listed on a national securities exchange; provided that such ownership represents a passive investment and that stock exchange or on the NASDAQ National Market System if Executive is not otherwise affiliated with such corporation. Executive acknowledges that Executive’s covenants under this Section 3(b) are a controlling person of, or a member of a group that controls, such entity. (b) To the extent during the Restrictive Period, the Executive is entitled to any severance payments following the Employment Term and the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice of such breach by the Executive material inducement to the Company’s entering into this Agreement. (c) This Section 7 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Executive shall promptly provide written notice of any such order to the Chief Executive Officer or General Counsel (in the case of the Chief Executive Officer).

Non-Competition. (a) During the Employment Period and, thereafter, until that date which is period commencing on the shorter of one Effective Date and ending twelve (112) year months after the termination or expiration Executive's Date of the Employment Period, Termination (the “Restrictive Non-Compete Period”) ), the Executive agrees and covenants he or she it shall not, and directly or indirectly through an intermediary without the prior written consent of the Board, which consent shall cause each of his or her controlled Affiliates not tobe unreasonably withheld, directly or indirectly, indirectly own any interest in, control, manage, operatecontrol, participate in, develop products forconsult with, advise or consult with or render services for similar to those that the Executive performed on behalf of the Company or Company Affiliates during the last two (as a director, officer, employee, agent, broker, partner, consultant or contractor)2) years of the Executive’s employment, or engage otherwise be or be connected in activities any manner directly or businessesindirectly, with, (i) any person or establish any new businesses, within North America (including Mexico), Europe, or any country entity that is engaged in the same business as the business in which the Company or any Company Affiliate is conducting engaged or (ii) any person or entity that is engaged in a business during the time of the Executive’s employment which otherwise materially competes with the Company (the “Territory”) any business that the Company or any Company Affiliate conducts or has taken substantial measures to conduct within the next six (6) months (as determined at the Date of Termination) in any state in the United States of America and the District of Columbia or any other jurisdiction in which such business is competitive conducted or in which the Company has taken substantial measures to conduct within the next six (6) months (as applicable) at the Date of Termination and with respect to which the business operated Executive provided services or Company Confidential Information; provided, however, that the Executive may own, as a passive investor, securities of any such entity that has outstanding publicly traded securities or is passively owned through an interest in a hedge fund or private equity fund, so long as his direct holdings in any such entity shall not in the aggregate constitute more than five percent (5%) of the voting power of such entity and, while employed by the CompanyCompany does not otherwise violate any Company or Company Affiliate policy applicable to the Executive. The Executive agrees that, including before providing services, whether as an employee or consultant, to any activities or business engaged in entity during the Non-Compete Period, he will provide a copy of this Agreement to such entity. The Executive acknowledges that this covenant has a unique, very substantial and immeasurable value to the Company Business. Notwithstanding and Company Affiliates, that the foregoingExecutive has sufficient assets and skills to provide a livelihood for the Executive while such covenant remains in force and that, this Section 7 (a) shall be deemed not breached solely as a result of the ownership by foregoing, in the Executive or any of his or her Affiliates of less than an aggregate of 2% of any class of stock that is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and is listed on a national securities exchange; provided that such ownership represents a passive investment and event that the Executive is not a controlling person ofbreaches such covenant, or a member of a group that controls, such entity. (b) To the extent during the Restrictive Period, the Executive is entitled to any severance payments following the Employment Term and monetary damages would be an insufficient remedy for the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice of such breach by the Executive to the Company. (c) This Section 7 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Executive shall promptly provide written notice of any such order to the Chief Executive Officer or General Counsel (in the case and equitable enforcement of the Chief Executive Officer)covenant would be proper.

Non-Competition. (a) During The Individual hereby covenants and agrees that, for a period commencing on the Employment Period and, thereafter, until that date which is Closing Date and terminating on the shorter of one (1) year after the termination or expiration [first][second] anniversary of the Employment Period, Closing Date (the “Restrictive Restricted Period”) ), such Individual shall not within 50 miles of any branch or other office of Seller or Seller Bank in operation as of the Executive agrees and covenants he or she it shall not, and shall cause each date of his or her controlled Affiliates not tothis Agreement, directly or indirectly, own either for him or herself or for any interest in, control, manage, operateother Person other than for Buyer or its Affiliates, participate inin any business (including, develop products forwithout limitation, advise any division, group or consult with franchise of a larger organization) that engages (or render services for proposes to engage) in the Business; provided, that if as of the date hereof the Individual holds not more than a 5% direct or indirect equity interest in such Person, then the Individual may retain (but not increase) such ownership interest without being deemed to “participate” in the Business conducted by such Person. For purposes of this Agreement, the term “participate” shall mean having more than 5% direct or indirect ownership interest in any Person, whether as a sole proprietor, investor, owner, equity holder, partner, member, manager, joint venturer, creditor or otherwise, or rendering any direct or indirect service or assistance to any Person (whether as a director, officer, manager, member, supervisor, employee, agent, broker, partner, consultant or contractorotherwise), or engage in activities or businesses, or establish any new businesses, within North America (including Mexico), Europe, or any country in which the Company is conducting business during the time of the Executive’s employment with the Company (the “Territory”) any business that is competitive with the business operated by the Company, including any activities or business engaged in the Company Business. Notwithstanding the foregoing, this Section 7 (a) shall be deemed not breached solely as a result of the ownership by the Executive or any of his or her Affiliates of less than an aggregate of 2% of any class of stock that is subject respect to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and is listed on a national securities exchange; provided that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entityBusiness. (b) To the extent The Individual covenants and agrees that during the Restrictive Restricted Period, the Executive Individual shall not directly or indirectly, as employee, agent, consultant, director, equity holder, member, manager, partner or in any other capacity, without Buyer’s prior written consent (other than for the benefit of Buyer or its Affiliates), solicit, call upon, communicate with or attempt to communicate (whether by mail, telephone, electronic mail, personal meeting or any other means, excluding general solicitations of the public that are not based in whole or in part on any list of customers of Seller or any of its Affiliates, including Seller Bank) with any Person that is entitled or was a customer of Seller or any of its Affiliates (including Seller Bank) during the one-year period preceding the Closing Date for the purpose of engaging in opportunities related to the Business or contracts related to the Business or, except in the ordinary course of conducting the business described in Schedule 2, interfere with or damage (or attempt to interfere with or damage) any severance payments following the Employment Term relationship between Seller or its Affiliates (including Seller Bank) and the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice of such breach by the Executive to the Companycustomers. (c) This Section 7 does notThe Individual covenants and agrees that during the Restricted Period, such Individual shall not directly or indirectly, as employee, agent, consultant, director, equity holder, member, manager, partner or in any wayother capacity, restrict without Buyer’ prior written consent, employ, engage, recruit, hire, solicit or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulationinduce, or order. The Executive shall promptly provide written notice cause others to solicit or induce, for employment or engagement, any employee of any such order to the Chief Executive Officer Seller or General Counsel its Affiliates (in the case including Seller Bank) (excluding general solicitations of the Chief Executive Officerpublic that are not based on any list of, or directed at, employees of Seller or its Affiliates (including Seller Bank)).]

Non-Competition. (a) During the Employment Period and, thereafter, until that date which is Term and for a period of time following the shorter termination of the Employment Term equal to the greater of (i) one (1) year after and (ii) the termination or expiration period of time during which the Employment Period, Executive receives Severance Pay (the “Restrictive Period”) ), the Executive agrees and covenants he or she it shall not, and shall cause each without the prior written consent of his or her controlled Affiliates not tothe Company, directly or indirectly, in any capacity whatsoever, either on his own behalf or on behalf of any other person or entity whom he may manage, control, participate in, consult with, render services for or be employed or associated, compete with the Business (as hereinafter defined) in any of the following described manners: (i) Engage in, assist or have any interest in, controlas principal, manageconsultant, operate, participate in, develop products for, advise or consult with or render services for (as a director, officer, employeeadvisor, agent, brokerfinancier or employee, partner, consultant or contractor)any business entity which is, or engage which is about to become engaged in, providing goods or services in activities competition with the Addus HealthCare Group within a geographic radius of thirty (30) miles from any Addus HealthCare Group branch office; or (ii) Solicit or businessesaccept any business (or help any other person solicit or accept any business) from any person or entity which on the Effective Date is a customer of the Addus HealthCare Group or which during the Employment Term becomes a customer of the Addus HealthCare Group. For purposes hereof, or establish the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any new businesses, within North America (including Mexico), Europe, or any country other business activity in which the Company Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is conducting business during the time of the Executive’s employment with the Company (the “Territory”) any business that is competitive with the business operated employed by the Company. Furthermore, including any activities or business engaged in the Company Business. Notwithstanding the foregoing, this Section 7 (a) shall be deemed not breached solely as a result of the ownership by the Executive or any of his or her Affiliates of less than an aggregate of 2% of any class of stock that is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and is listed on a national securities exchange; provided that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity. (b) To the extent during the Restrictive Period, the Executive is entitled shall not directly or indirectly, (A) induce or attempt to induce any severance payments following employee of the Employment Term Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof, or (B) induce or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, and the Company breaches its obligations to make any such severance paymentsAddus HealthCare Group, on the Restricted Period other hand. Notwithstanding the foregoing provisions, nothing herein shall terminate on written notice of such breach by the Executive to the Company. (c) This Section 7 does not, in any way, restrict or impede prohibit the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement owning 1% or from complying with less of any applicable law or regulation or a valid order securities of a competitor, if such securities are listed on a nationally recognized securities exchange or traded over-the-counter. If, at the time of enforcement of this Section 9(b), a court of competent jurisdiction holds that the restrictions stated herein are unreasonable under the circumstances then existing, the parties agree that the maximum period, scope or an authorized government agencygeographic area reasonable under such circumstances shall be substituted for the stated period, provided that scope or area determined to be reasonable under the circumstances by such compliance does not exceed that required by the law, regulation, or order. The Executive shall promptly provide written notice of any such order to the Chief Executive Officer or General Counsel (in the case of the Chief Executive Officer)court.

Non-Competition. (ai) During Employee acknowledges that the Employment Period andConfidential Information in his possession would enable Employee to establish goodwill with the Customers and potential Customers, thereafterand vendors and suppliers, until that date which is the shorter of one (1) year after the termination who provide products and services to or expiration on behalf of the Employment PeriodCompany, or who receive products or services from the Company and that the Confidential Information constitutes a valuable asset of the Company or its Affiliates. Employee also acknowledges that he has developed relationships with Customers, potential Customers, vendors, suppliers, employees, contractors or potential contractors and consultants or potential consultants of the Company. Employee further acknowledges and agrees that the scope of the Restricted Territory and Restricted Period is reasonable and necessary to protect the legitimate business interests of the Company and its Affiliates. (ii) Accordingly, Employee agrees that during the “Restrictive Period”) the Executive agrees Restricted Period Employee and covenants he or she it each Affiliate of Employee shall not, and shall cause each of his or her controlled Affiliates not toanywhere in the Restricted Territory, directly or indirectly, own either alone or in conjunction with any interest other Person, conduct, engage in, control, manage, operate, participate in, develop products for, advise or consult with or render services for or advice to, finance or participate or become interested in (in any manner, whether as a directormanager, employee, officer, employeedirector, agentconsultant, brokercontractor, partnerowner, consultant partner or contractor)otherwise, or through equity ownership or other investment or financial interest) any company, enterprise, venture, entity, business or other Person (other than the Company or its Affiliates) that engages or proposes to engage in activities the design, development, manufacture, production, distribution, marketing, installation or businessessale of any mercury removal products or business or related equipment, supplies or establish products, that is or are, in whole or in part, the same as, similar to, substitutes for or competitive with any new businesses, within North America (including Mexico), Europe, or any country in which the Company is conducting business during the time of the ExecutiveCompany’s employment with products or services; provided however, that the Company (the “Territory”) any business that is competitive with the business operated by the Company, including any activities or business engaged in the Company Business. Notwithstanding the foregoing, this Section 7 (a) foregoing restriction shall be deemed not breached solely as a result of apply to the ownership by the Executive or any of his or her Affiliates of less than an aggregate of 2% of any class of stock that is subject to the periodic reporting requirements one percent of the Securities Exchange Act outstanding equity securities of 1934, as amended, and is a Person having securities that are listed for trading on a national securities exchange; provided that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity. (b) To the extent during the Restrictive Period, the Executive is entitled to any severance payments following the Employment Term and the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice of such breach by the Executive subject to the Companyother restrictions and covenants in this Agreement. (c) This Section 7 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Executive shall promptly provide written notice of any such order to the Chief Executive Officer or General Counsel (in the case of the Chief Executive Officer).

Non-Competition. (a) During the Employment Period and, thereafter, until that date which is the shorter of one (1) year after the termination or expiration of the Employment Restricted Period, (the “Restrictive Period”) the Executive agrees and covenants he or she it shall not, and shall cause each of his or her controlled Affiliates not to, directly or indirectlyindirectly through an intermediary, own (A) solicit or encourage any client or customer of the Company or any Company Affiliate, or any person or entity who was a client or customer within twelve (12) months prior to Executive’s action, to terminate, reduce or alter in a manner adverse to the Company or any Company Affiliate any existing business arrangements with the Company or any Company Affiliate or to transfer existing business from the Company or any Company Affiliate to any other person or entity, or (B) without the prior written consent of the Board, which consent shall not be unreasonably withheld, be engaged by, or have a financial or any other interest in, controlthe portion of any corporation, managefirm, operatepartnership, participate inproprietorship or other business entity or enterprise, develop products for, advise or consult with or render services for (whether as a directorprincipal, officeragent, employee, agentdirector, brokerconsultant, partnerstockholder, consultant partner or contractor)in any other capacity, or engage in activities or businesses, or establish any new businesses, within North America (including Mexico), Europe, or any country in which the Company is conducting business during the time of the Executive’s employment competes with the Company (the “Territory”) or any Company Affiliate in any business that is competitive with the business operated conducted by the CompanyCompany or any Company Affiliate as of the Effective Date or in any business acquired or developed by the Company or any Company Affiliate after the Effective Date and on or before the Date of Termination; provided, including however, that the Executive may own, as a passive investor, securities of any activities or business engaged such entity that has outstanding publicly traded securities, so long as his direct holdings in any such entity shall not in the aggregate constitute more than 5% of the voting power of such entity and, while employed by the Company Businessdoes not otherwise violate any Company or Company Affiliate policy applicable to the Executive. Notwithstanding The Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the foregoingRestricted Period, he will provide a copy of this Section 7 (a) shall be deemed not breached solely Agreement to such entity. The Executive acknowledges that this covenant has a unique, very substantial and immeasurable value to the Company and Company Affiliates, that the Executive has sufficient assets and skills to provide a livelihood for the Executive while such covenant remains in force and that, as a result of the ownership by foregoing, in the Executive or any of his or her Affiliates of less than an aggregate of 2% of any class of stock that is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and is listed on a national securities exchange; provided that such ownership represents a passive investment and event that the Executive is not a controlling person ofbreaches such covenant, or a member of a group that controls, such entity. (b) To the extent during the Restrictive Period, the Executive is entitled to any severance payments following the Employment Term and monetary damages would be an insufficient remedy for the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice of such breach by the Executive to the Company. (c) This Section 7 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Executive shall promptly provide written notice of any such order to the Chief Executive Officer or General Counsel (in the case and equitable enforcement of the Chief Executive Officer)covenant would be proper.

Non-Competition. (a) During Notwithstanding any written agreement to the Employment Period andcontrary, thereafterduring the Restricted Term (as defined below), until Equityholder agrees that date which is the shorter of one (1) year after the termination or expiration of the Employment Period, (the “Restrictive Period”) the Executive agrees and covenants he or she it Equityholder shall not, and shall cause each of his or her controlled Affiliates not to, act directly or indirectly, own indirectly in any interest in, control, manage, operate, participate in, develop products for, advise or consult with or render services for capacity (whether as a director, officer, an employee, agent, brokerconsultant, advisor, independent contractor, proprietor, partner, consultant officer, director, manager, owner, financier, joint venturer or contractor)otherwise) for a Restricted Business in the Restricted Territory other than Buyer or an Affiliate of Buyer, or engage permit his/her name to be used in activities or businesses, or establish any new businesses, within North America (including Mexico), Europe, or any country in which the Company is conducting business during the time of the Executive’s employment connection with the Company (the “Territory”) any business that is competitive with the business operated by the Company, including any activities or business engaged in the Company a Restricted Business. Notwithstanding the foregoing, this Section 7 (a) shall be deemed not breached solely as a result of the ownership by the Executive or any of his or her Affiliates of less than an aggregate of 2% of any class of stock that is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and is listed on a national securities exchange; provided that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity. (b) To Notwithstanding Section 2(a) above, Equityholder may own, directly or indirectly (through a mutual fund or partnership that Equityholder does not have the extent during the Restrictive Period, the Executive is entitled to any severance payments following the Employment Term and the Company breaches its obligations power or ability to make investment decisions on behalf of) up to five percent (5%) of any such severance paymentsclass of securities of any company, enterprise or entity conducting Restricted Business in the Restricted Period shall terminate on written notice Territory (but without otherwise participating in the activities of such breach by the Executive to the Companycompany, enterprise or entity). (c) This The term of this non-competition provision shall commence on the Effective Date and shall extend through the fifth (5th) anniversary of the Effective Date (such period, the “Restricted Term”). (d) It is the intention of the Parties that the covenants contained in this Section 7 does not, in any way, restrict or impede the Executive from exercising protected rights 2 be enforced to the greatest extent (but to no greater extent), as to time, geography, and scope, as is permitted by the law of that such rights cannot jurisdiction whose law is found to be waived applicable to any acts in breach of these covenants. These covenants shall be governed by agreement and construed according to that law (from among those jurisdictions arguably applicable to this Agreement and those in which a breach of this Agreement is alleged to have occurred or from complying with to be threatened) which best gives them effect. If any applicable law or regulation or a valid order of a court of competent jurisdiction shall determine that the provisions of this Section 2 exceed the time, geographic or an authorized government agencyscope limitations permitted by applicable laws, provided that then such compliance does not exceed that required provisions shall nevertheless be enforceable by such court against the law, regulationEquityholder upon such shorter term, or order. The Executive shall promptly provide written notice of any within such order lesser geographic area or scope, as may be determined by such court to the Chief Executive Officer or General Counsel (in the case of the Chief Executive Officer)be reasonable and enforceable.

Non-Competition. In further consideration of the compensation to be paid to Employee hereunder, Employee acknowledges that in the course of Employee’s employment with the Company, Employee is and will become familiar with trade secrets and other Confidential Information concerning the Company Group and that Employee’s services will be of special, unique and extraordinary value to the Company Group. Therefore, Employee hereby covenants and agrees that, during the Employment Period and for six (6) months after the Termination Date (the “Restricted Period”), Employee shall not, without prior express written approval by the Board, directly or indirectly through any other Person or Persons (whether for compensation or otherwise): (a) During the Employment Period and, thereafter, until that date which is the shorter of one (1) year after the termination own or expiration of the Employment Period, (the “Restrictive Period”) the Executive agrees and covenants he hold any debt or she it shall not, and shall cause each of his or her controlled Affiliates not to, directly or indirectly, own any equity interest in, control, manage, operate, participate incontrol, develop products consult with, render services for, advise or consult with engage, join or render services for participate in the ownership, management, operation or control of, or furnish any capital or loans to, any Person engaged in or actively pursuing the Business (a “Competing Business”), either as a directoran owner, officer, employeegeneral or limited partner, principal, proprietor, joint venturer, shareholder, director, member, manager, investor, lender, agent, brokeremployee, consultant, trustee, affiliate or otherwise; or (b) provide to any Competing Business (whether as owner, officer, general or limited partner, consultant principal, proprietor, joint venturer, shareholder, director, member, manager, investor, agent, employee, consultant, trustee, affiliate or contractor)otherwise) any executive, managerial, strategic or engage in activities or businesses, or establish business development services similar to those services that Employee provided to any new businesses, within North America (including Mexico), Europe, or any country in which member of the Company is conducting business Group during the time of the ExecutiveEmployee’s employment with the Company Company. Employee acknowledges and agrees that the provisions in this Section 8 shall operate throughout the United States, Canada, and any NATO country. Nothing herein shall prohibit Employee from being a passive owner of not more than one percent (1%) of the “Territory”) outstanding securities of any business that is competitive with the business operated by the Company, including any activities or business publicly traded company engaged in a Competing Business, so long as Employee has no active participation in such Competing Business. In addition, Employee agrees and acknowledges that the potential harm to any member of the Company BusinessGroup of its non-enforcement outweighs any harm to Employee of its enforcement by injunction or otherwise. Notwithstanding the foregoing, Employee acknowledges that Employee has carefully read this Section 7 (a) shall be deemed not breached solely as a result of the ownership by the Executive or any of his or her Affiliates of less than an aggregate of 2% of any class of stock that is subject Agreement and has given careful consideration to the periodic reporting requirements of the Securities Exchange Act of 1934, as amendedrestraints imposed upon Employee by this Agreement, and is listed on a national securities exchange; provided in full accord as to their necessity. Employee expressly acknowledges and agrees that such ownership represents a passive investment each and every restraint imposed by this Agreement is reasonable with respect to the subject matter, time period and geographical area and that this Section 8 is ancillary to the Executive is not a controlling person of, or a member sale of a group that controls, such entity. (b) To the extent during the Restrictive Period, the Executive is entitled to any severance payments following the Employment Term and the Company breaches its obligations from Employee to make any such severance paymentsBioNovelus, the Restricted Period shall terminate on written notice of such breach by the Executive to the Company. (c) This Section 7 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Executive shall promptly provide written notice of any such order to the Chief Executive Officer or General Counsel (in the case of the Chief Executive Officer).Inc.

Non-Competition. (a) During The Employee agrees that, except as otherwise provided herein, during the Employment Period and, thereafter, until that date which is the shorter and for a period of one (1) year two years after the termination or expiration of the Employment Period, (the “Restrictive Period”) the Executive agrees and covenants he or she it shall not, and shall cause each of his or her controlled Affiliates applicable Termination Date Employee will not to, directly or indirectly, own any interest in, control, manage, operate, participate in, develop products for, advise whether or consult with not for compensation and whether or render services for (not as a director, officer, an employee, agent, broker, partner, consultant be engaged in or contractor), or engage have any impermissible financial interest in activities or businesses, or establish any new businesses, within North America (including Mexico), Europe, or any country in which the Company is conducting business during the time of the Executive’s employment with the Company (the “Territory”) any business that is competitive with the business operated by the Company, including any activities or business engaged in the Company Businessmerchandising, manufacturing, distribution or marketing of men's casual pants, shorts and jeans (a "competing business"). Notwithstanding For purpose of this Agreement, the foregoingEmployee shall not be deemed to be engaged in a competing business if Employee is employed by a division or subsidiary or similar business unit of a company or other business entity that would otherwise be deemed a competing business so long as the division, subsidiary or similar business unit by which the Employee is employed is accounted for as a separate profit center and does not engage in a competing business, and Employee's ownership interest, if any, is not an impermissible financial interest. For purposes of this Section 7 (a) Agreement, the Employee shall be deemed to be engaged in a competing business if Employee is an employee, officer, director, partner or consultant of such competing business or has an impermissible financial interest therein. For purposes of this Agreement, the Employee shall be deemed to have an impermissible financial interest in competing business if Employee is a partner or shareholder directly or indirectly, therein, except as provided hereafter. Employee shall not breached solely be deemed to have an impermissible financial interest in any competing publicly traded or privately held business so long as a result of the ownership by the Executive or any of his or her Affiliates of Employee owns less than an aggregate of 2% five percent (5%) of any class of stock that securities of such publicly traded or privately held company and is subject not an officer, director, partner, employee or consultant thereto, except as to the periodic reporting requirements of the Securities Exchange Act of 1934holding an office or being an employee, as amended, and is listed on a national securities exchange; otherwise provided that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity. (b) To the extent during the Restrictive Period, the Executive is entitled to any severance payments following the Employment Term and the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice of such breach by the Executive to the Company. (c) This Section 7 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Executive shall promptly provide written notice of any such order to the Chief Executive Officer or General Counsel (in the case of the Chief Executive Officer)"employed by a division . . ."

Non-Competition. (a) During Employer and Employee recognize that Employee has been retained to occupy a position that constitutes part of the Employment Period professional, management and executive staff of Employer, whose duties will include the formulation and execution of management policy. Employee, for and in consideration of the payments, rights and benefits provided herein, agrees that so long as he is employed by Employer and, thereafterif Employer terminates his employment for Cause or if Employee voluntarily terminates his employment with Employer, until that date which is the shorter for a period of one (1) year after the termination or expiration of the Employment Periodthereafter, Employee shall not (i) work, (the “Restrictive Period”ii) the Executive agrees and covenants he or she it shall notassist, and shall cause each of his or her controlled Affiliates not to(iii) own any interest, directly or indirectly, own any interest in, control, manage, operate, participate in, develop products for, advise indirectly and whether individually or consult with or render services for (as a directorjoint venturer, partner, member, officer, employeedirector, agentshareholder, brokerconsultant, partneremployee or otherwise, consultant in or contractor)(iv) make a financial investment, whether in the form of equity or engage debt, in activities or businesses, or establish any new businesses, within North America (including Mexico), Europe, or any country in which the Company is conducting business during the time of the Executive’s employment with the Company (the “Territory”) any business that is directly or substantially competitive with the business operated by the Company, including any activities or business engaged Business in the Company Business. United States, Latin America or in any other market in which Employer is conducting the Business at the time Employee's employment with Employer is terminated, with respect to Employer's clients or customers. (b) Notwithstanding the foregoing, this Section 7 nothing herein shall prohibit Employee from holding five percent (a5%) shall be deemed not breached solely as a result of the ownership by the Executive or any of his or her Affiliates of less than an aggregate of 2% of any class of stock that is subject to the periodic reporting requirements voting securities of the Securities Exchange Act of 1934, as amended, and is any entity whose equity securities are listed on a national securities exchange; provided that such ownership represents a passive investment exchange or regularly traded in the over-the-counter market and that for which quotations are readily available on the Executive is not a controlling person of, or a member National Association of a group that controls, such entity. (b) To the extent during the Restrictive Period, the Executive is entitled to any severance payments following the Employment Term and the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice of such breach by the Executive to the CompanySecurities Dealers Automated Quotation system. (c) This Upon the termination of Employee's employment with Employer, and for one (1) year thereafter, Employee shall immediately notify Employer of each employment or agency relationship entered into by Employee, and each corporation, proprietorship or other entity formed or used by Employee, the business of which is directly or indirectly, similar to or in competition with the Business. The provisions of this Section 7 does not10 shall survive termination of this Agreement for any reason. (d) Employee agrees that the restrictions contained in this Section 10 are reasonable as to time and geographic scope because of the nature of the Business and Employee agrees, in any wayparticular, restrict or impede that the Executive from exercising protected rights geographic scope of this restriction is reasonable because companies in the same industry as the Business, compete on a nationwide basis. Employee acknowledges that Employer is in direct competition with all other companies that provide services and products similar to Employer's products and services throughout the extent United States, Latin America and other markets in which Employer may be conducting the Business at the time Employee's employment with Employer is terminated, and because of the nature of the Business, Employee agrees that such rights the covenants contained in this Section 10 cannot reasonably be waived by agreement or from complying with limited to 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 Executive shall promptly provide written notice of any such order to the Chief Executive Officer or General Counsel (in the case of the Chief Executive Officer)smaller geographic area.

Non-Competition. (a) During For a period commencing on the Employment Period and, thereafter, until that date which is hereof and ending on the shorter earlier of one (1i) year after the termination or expiration of the Employment Period, Merger Agreement or (ii) the three-year anniversary of the date hereof (the “Restrictive Restricted Period”) ), the Executive agrees and covenants he Stockholder shall not engage, directly or she it shall notindirectly, and shall cause each in any business anywhere in the world that manufactures, produces or supplies products or services of his the kind manufactured, produced or her controlled Affiliates not tosupplied by Parent, any Subsidiary of Parent set forth on Annex A hereto that is engaged in the Business, the Company or any Company Subsidiary as of the date hereof or, without the prior written consent of Parent, directly or indirectly, own any an interest in, control, manage, operate, participate injoin, develop products forcontrol, advise or consult with lend money or render services for (financial or other assistance to or participate in as a director, an officer, employee, agentpartner, broker, partnerstockholder, consultant or contractorotherwise, any Person that competes with Parent, the Business, the Company or any Company Subsidiary in manufacturing, producing or supplying products or services of the kind manufactured, produced or supplied by the Company or any Company Subsidiary as of the date hereof; provided, however, that, (i) ownership of securities having no more than five percent of the outstanding voting power of any competitor which are listed on any national securities exchange shall not be deemed to be in violation of this Agreement as long as the Person owning such securities has no other connection or relationship with such competitor and (ii) ownership of securities or equity interests in any investment company, mutual fund, equity fund, diversified portfolio company or other mutual pooled investment (each, an “Investment Company”), or engage shall not be deemed to be in activities or businesses, or establish any new businesses, within North America (including Mexico), Europe, or any country in which violation of this Agreement as long as the Company is conducting business during the time of the Executive’s employment with the Company (the “Territory”) any business that is competitive with the business operated by the Company, including any activities or business engaged Person owning such securities has no active participation in the Company Business. Notwithstanding the foregoing, this Section 7 (a) shall be deemed not breached solely as a result management of the ownership by the Executive or any of his or her Affiliates of less than an aggregate of 2% of any class of stock that is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and is listed on a national securities exchange; provided that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entityInvestment Company. (b) To As a separate and independent covenant, the extent Stockholder agrees with Parent and Purchaser that, for a period of three years following the date hereof, the Stockholder will not in any way, directly or indirectly, for the purpose of conducting or engaging in any business that manufacturers, produces or supplies products or services of the kind manufactured, produced or supplied by Parent any Subsidiary of Parent set forth in Annex A hereto that is engaged in the Business, the Company or any Company Subsidiary as of the date hereof, call upon, solicit, advise or otherwise do, or attempt to do, business with any customers of the Company or any Company Subsidiary with whom the Company or any Company Subsidiary had any dealings during the Restrictive Periodperiod of time in which the Stockholder was a stockholder of the Company or take away or interfere or attempt to interfere with any customer, trade, business or patronage of Parent, any Subsidiary of Parent set forth in Annex A hereto that is engaged in the Business, the Executive is entitled Company or any Company Subsidiary, or interfere with or attempt to interfere with any severance payments following the Employment Term and officers, employees, representatives or agents of Parent, any Subsidiary of Parent, the Company breaches its obligations or any Company Subsidiary, or induce or attempt to make induce any such severance paymentsof them to leave the employ of Parent, any Subsidiary of Parent, the Restricted Period shall terminate on written notice Company or any Company Subsidiary or violate the terms of such breach by their contracts, or any employment arrangements, with Parent, any Subsidiary of Parent, the Executive Company or any Company Subsidiary; provided, however, that the foregoing will not prohibit (i) a general solicitation to the Companypublic of general advertising or (ii) the Stockholder from purchasing consumer products sold, manufactured or produced by any customer of the Company or any Company Subsidiary. (c) This The Restricted Period shall be extended by the length of any period during which the Stockholder is in breach of the terms of this Section 7 does not1. (d) The Stockholder acknowledges that the covenants of the Stockholder set forth in this Agreement are an essential element of the transactions contemplated by the Merger Agreement and that, in any waybut for the agreement of the Stockholder to comply with these covenants, restrict or impede Parent and Purchaser would not have entered into the Executive from exercising protected rights to Merger Agreement. The Stockholder acknowledges that the extent agreements contained herein are independent covenants that such rights canshall not be waived affected by agreement performance or from complying with any applicable law nonperformance of the Merger Agreement by Parent 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 orderPurchaser. The Executive shall promptly provide written notice of any such order Stockholder has had the opportunity to independently consult with his counsel regarding whether the Chief Executive Officer or General Counsel (in the case of the Chief Executive Officer)covenants contained herein are reasonable and proper.

Non-Competition. (a) During Executive agrees that, during the Employment Period andand for a period of twelve (12) months after the Employment Period ends, thereafterwhether voluntarily or involuntarily, until that date which is the shorter of one Executive will not directly or indirectly: (1) year after induce or attempt to induce any person who is employed by or otherwise engaged to perform services for the termination Corporation to cease working for the Corporation; (2) induce or expiration attempt to induce any customer, client, vendor, or supplier of the Corporation to cease doing business with the Corporation; or (3) engage or participate, either individually or as an employee, contractor, consultant, principal, owner, partner, agent, trustee, officer, director or shareholder of a corporation, partnership or other business entity, in any business which competes with the Corporation or engages in any line of business which the Corporation has entered or internally announced an intention to enter prior to the end of the Employment Period, (including, without limitation, the “Restrictive Period”) provision of radiology services through the Executive agrees and covenants he or she it shall not, and shall cause each of his or her controlled Affiliates not to, directly or indirectly, own any interest in, control, manage, operate, participate in, develop products for, advise or consult with or render services for (as a director, officer, employee, agent, broker, partner, consultant or contractor), or engage in activities or businesses, or establish any new businesses, within North America (including Mexico), Europe, or any country in which the Company is conducting business during the time of the Executive’s employment with the Company (the “Territory”) any business that is competitive with the business operated by the Company, including any activities or business engaged in the Company BusinessInternet to Providers. Notwithstanding the foregoing, nothing in this Section 7 (a) Article shall be deemed not breached solely as a result to preclude Executive from holding less than 1% of the ownership by the Executive or any of his or her Affiliates of less than an aggregate of 2% outstanding capital stock of any class of stock that is subject corporation required to file periodic reports with the periodic reporting requirements Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and is the securities of which are listed on a any national securities exchange; provided that such ownership represents a passive investment and that exchange or quoted on the Executive is not a controlling person of, National Association of Securities Dealers Automated Quotation System or a member of a group that controls, such entitytraded on the over-the-counter market. (b) To Executive acknowledges that the extent during Corporation has expended substantial time and expense in the Restrictive Periodacquisition, research and development of processes, technology, techniques and products which are unique to the Corporation or not generally known to others and which could be unfairly taken or used by others in competition with the Corporation, and further acknowledges that competition with the Corporation is not based strictly on geographical location. Accordingly, Executive agrees that the restrictions contained in this Agreement are reasonable. If the scope of the restrictions contained herein is entitled too broad to any severance payments following the Employment Term and the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice permit enforcement of such breach by the Executive restrictions to their full extent, then such restrictions shall be construed or re-written (“blue-lined”) so as to be enforceable to the Company. (c) This Section 7 does notmaximum extent permitted by law, in any wayand Executive hereby consents, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agencyExecutive may lawfully do so, provided that such compliance does not exceed that required by the law, regulation, or order. The Executive shall promptly provide written notice of any such order to the Chief Executive Officer or General Counsel (in the case judicial modification of the Chief Executive Officer)scope of such restrictions in any proceeding brought to enforce such restrictions.

Non-Competition. (a) During The Employee acknowledges and recognizes the highly competitive nature of the businesses of the Firm. The Employee further acknowledges that the Employee has been and shall be provided with access to sensitive and proprietary information about the clients, prospective clients, knowledge capital and business practices of the Firm, and has been and shall be provided with the opportunity to develop relationships with clients, prospective clients, consultants, employees, representatives and other agents of the Firm, and the Employee further acknowledges that such proprietary information and relationships are extremely valuable assets in which the Firm has invested and shall continue to invest substantial time, effort and expense. The Employee agrees that while employed by the Firm during the Employment Period and, thereafter, (as defined in the Retention Agreement) and thereafter until the date that date which is the shorter of one (1i) year three months after the termination or expiration date of the Employee’s Termination of Employment Periodfor any reason other than a termination by the Firm without Cause or (ii) one month after the date of the Employee’s Termination of Employment by the Firm without Cause (in either case, (the date of such Termination of Employment, the “Restrictive Date of Termination”, and such period, the “Noncompete Restriction Period”) ), the Executive agrees and covenants he or she it Employee shall not, and shall cause each of his or her controlled Affiliates not to, directly or indirectlyindirectly (other than in respect of the activities of W▇▇▇▇▇▇▇▇▇▇ & Co., own LP that do not involve the direct rendering of services by the Employee), on the Employee’s behalf or on behalf of any interest inother person, controlfirm, managecorporation, operateassociation or other entity, participate inas an employee, develop products for, advise or consult with or render services for (as a director, officer, employee, agent, brokeradvisor, partner, consultant or contractor)otherwise, provide services or perform activities for, or engage in activities acquire or businessesmaintain any ownership interest in, or establish any new businesses, within North America (including Mexico), Europe, or any country in which the Company is conducting business during the time of the Executive’s employment with the Company (the a “Territory”) any business that is competitive with the business operated by the Company, including any activities or business engaged in the Company Business. Notwithstanding the foregoing, this Section 7 (a) shall be deemed not breached solely as a result of the ownership by the Executive or any of his or her Affiliates of less than an aggregate of 2% of any class of stock that is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and is listed on a national securities exchange; provided that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity. (b) To the extent during the Restrictive Period, the Executive is entitled to any severance payments following the Employment Term and the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice of such breach by the Executive to the Company. (c) This Section 7 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Executive shall promptly provide written notice of any such order to the Chief Executive Officer or General Counsel (in the case of the Chief Executive Officer).Competitive

Non-Competition. (a) During the Employment Period and, thereafter, until that date which is period commencing on the shorter of one (1) year after Effective Date and ending on the second anniversary following the termination of your employment for any reason (whether during or upon expiration of the Employment Period, Term) (the “Restrictive "Restricted Period”"), you will not (except as an officer, director, stockholder, member, manager, employee, agent or consultant of Paramount) the Executive agrees and covenants he or she it shall not, and shall cause each of his or her controlled Affiliates not to, directly or indirectly, own any interest in, controlown, manage, operate, participate join, or have a financial interest in, develop products forcontrol or participate in the ownership, advise management, operation or consult with control of, or render services for (be employed as a director, officer, an employee, agent, broker, partner, consultant agent or contractor)consultant, or engage in activities any other individual or businessesrepresentative capacity whatsoever, or establish any new businesses, within North America (including Mexico), Europeuse or permit your name to be used in connection with, or be otherwise connected in any country manner with any business or enterprise engaged in the institutional pharmacy business in any state in the United States in which the Company Group is conducting business during the time of the Executive’s employment with the Company (the “Territory”) any business that is competitive with the business operated by the Company, including any activities then engaged or business engaged planning to engage in the Company Business. Notwithstanding institutional pharmacy business (any such business or enterprise, a "Competitive Enterprise"); provided that the foregoing, this Section 7 (a) foregoing restriction shall not be deemed not breached solely as a result of construed to prohibit the ownership by you together with your affiliates and associates, as the Executive or any case may be, of his or her Affiliates of less not more than an aggregate of two percent (2% %) of any class of stock securities of any corporation that is subject engaged in any of the foregoing businesses, having a class of securities registered pursuant to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, which securities are publicly owned and is listed regularly traded on a any national securities exchange; exchange or in the over-the-counter market, provided further, that such ownership represents a passive investment and that the Executive is you together with your affiliates and associates, either directly or indirectly, do not a controlling person of, manage or a member of a group that controls, such entity. (b) To the extent during the Restrictive Period, the Executive is entitled to any severance payments following the Employment Term and the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice of such breach by the Executive to the Company. (c) This Section 7 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Executive shall promptly provide written notice exercise control of any such order corporation, guarantee any of its financial obligations, otherwise take part in its business other than exercising your rights as a shareholder, or seek to do any of the foregoing; and provided further, that if any Severance Benefits due to you are not paid when due, your obligations under this paragraph 7(b) shall terminate upon failure of the Company to cure such non-payment after thirty (30) days' prior written notice. Notwithstanding anything to the Chief Executive Officer contrary in this Agreement or General Counsel (any other document or instrument, except as expressly set forth in the case preceding sentence, no breach or failure to perform on the part of the Chief Executive Officer)Paramount or any of its affiliates shall relieve you of your obligations under this Section 7.

Non-Competition. (a) During Because of the Employment Period andCompany Group’s legitimate business interest as described herein and the good and valuable consideration offered to the Optionee, thereafter, until that date which is during the shorter term of employment and for the one (1) year after year, to run consecutively, beginning on the termination or expiration last day of the Employment PeriodOptionee’s employment with the Company, (for any reason or no reason and whether employment is terminated at the “Restrictive Period”) option of the Executive Optionee or the Company, the Optionee agrees and covenants he not to engage in Prohibited Activity within (a) all counties in the States of Nevada; (b) all other states of the United States of America from which the Company derived revenue or she it shall notconducted business at any time during the term of employment; and (c) any other countries from which the Company derived revenue or conducted business at any time during the term of employment. For purposes of this Section 2, and shall cause each of “Prohibited Activity” is activity in which the Optionee contributes his or her controlled Affiliates not toknowledge, directly or indirectly, own any interest inin whole or in part, controlas an employee, manageemployer, operateowner, participate inoperator, develop products formanager, advise or consult with or render services for (as a advisor, consultant, agent, employee, partner, director, stockholder, officer, employeevolunteer, agent, broker, partner, consultant or contractor), or engage in activities or businesses, or establish any new businesses, within North America (including Mexico), Europeintern, or any country in which the Company is conducting business during the time of the Executive’s employment with the Company (the “Territory”) any business that is competitive with the business operated by the Company, including any activities or business other similar capacity to an entity engaged in the same or similar business as the Company BusinessGroup, including those engaged in the business of modular building construction. Notwithstanding Prohibited Activity also includes activity that may require or inevitably requires disclosure of trade secrets, proprietary information, or Confidential Information. Nothing herein shall prohibit the foregoing, this Section 7 Optionee from purchasing or owning less than five percent (a5%) shall be deemed not breached solely as a result of the ownership by the Executive or any of his or her Affiliates of less than an aggregate of 2% publicly traded securities of any class of stock that is subject to the periodic reporting requirements of the Securities Exchange Act of 1934corporation, as amended, and is listed on a national securities exchange; provided that such ownership represents a passive investment and that the Executive Optionee is not a controlling person of, or a member of a group that controls, such entity. (b) To the extent during the Restrictive Period, the Executive is entitled to any severance payments following the Employment Term and the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice of such breach by the Executive to the Company. (c) corporation. This Section 7 Exhibit B does not, in any way, restrict or impede the Executive Optionee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Executive Optionee shall promptly provide written notice of any such order to the Chief Executive Officer or General Counsel (in the case of the Chief Executive Officer)CEO.

Non-Competition. (a) During the Employment Restriction Period and(as defined in Section 12(b) below), thereafterthe Executive shall not engage in Competition with the Company or any Subsidiary. "Competition" shall mean engaging in any activity, until that date which is the shorter of one (1) year after the termination or expiration except as provided below, for a Competitor of the Employment PeriodCompany or any Subsidiary, whether as an employee, consultant, principal, agent, officer, director, partner, shareholder (except as a less than one percent shareholder of a publicly traded company) or otherwise. A "Competitor" shall mean (i) Bed Bath & Beyond, Inc., Strouds, Inc., Home Express Inc. and Home Place Inc. (and any successor or successors thereto); (ii) any specialty retailer if 40% or more of its revenues (based on the “Restrictive Period”most recent quarterly or annual financial statements available) are derived from the sale of home textiles or housewares; (iii) any corporation, other entity, or start-up corporation or other entity engaged primarily or organized for the purpose of engaging primarily in the sale of home textiles or housewares having a total capitalization (equity and/or long-term debt) in excess of $30,000,000 or revenues (based on the most recent quarterly or annual financial statements available) in excess of $25,000,000. If the Executive commences employment or becomes a consultant, principal, agent, officer, director, partner, or shareholder of any entity that is not a Competitor at the time the Executive initially becomes employed or becomes a consultant, principal, agent, officer, director, partner, or shareholder of the entity, future activities of such entity shall not result in a violation of this provision unless (x) such activities were contemplated by the Executive at the time the Executive initially became employed or becomes a consultant, principal, agent, officer, director, partner, or shareholder of the entity or (y) the Executive agrees and covenants he or she it shall not, and shall cause each of his or her controlled Affiliates not to, commences directly or indirectly, own any interest in, control, manage, operate, participate in, develop products for, advise indirectly overseeing or consult with or render services for (as a director, officer, employee, agent, broker, partner, consultant or contractor), or engage in managing the activities or businesses, or establish any new businesses, within North America (including Mexico), Europe, or any country in of such Competitor which the Company is conducting business during the time of the Executive’s employment with the Company (the “Territory”) any business that is are competitive with the business operated by the Company, including any activities or business engaged in of the Company Business. Notwithstanding the foregoing, this Section 7 (a) shall be deemed not breached solely as a result of the ownership by the Executive or any of his or her Affiliates of less than an aggregate of 2% of any class of stock that is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and is listed on a national securities exchange; provided that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity. (b) To the extent during the Restrictive Period, the Executive is entitled to any severance payments following the Employment Term and the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice of such breach by the Executive to the Company. (c) This Section 7 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or orderSubsidiary. The Executive shall promptly provide written notice not be deemed indirectly overseeing or managing the activities of any such order Competitor which are competitive with the activities of the Company or Subsidiary so long as he does not regularly participate in discussions with regard to the Chief Executive Officer or General Counsel (in the case conduct of the Chief Executive Officer)competing business.

Non-Competition. (a) During Executive covenants and agrees with the Employment Period and, thereafter, until Company that date which so long as he is employed by the shorter of one (1) year after the termination or expiration Company and for a period of the Employment Period, longer of (the “Restrictive Period”i) the twelve (12) months after termination of Executive's employment for any reason or (ii) during which any payments are made to Executive agrees and covenants he or she it shall not, and shall cause each for his benefit following termination of his employment pursuant to Section 4 of this Agreement, Executive will not engage or her controlled Affiliates not toparticipate, directly or indirectly, as principal, agent, employee, employer, consultant, advisor, sole proprietor, stockholder, partner, independent contractor, trustee, joint venturer or in any other individual or representative capacity whatever, in the conduct or management of, or own any stock or other proprietary interest in, controlor debt of, manageany business organization, operateperson, participate infirm, develop products forpartnership, advise association, corporation, enterprise or consult with other entity that shall be engaged in any business (whether in operation or render services for (as in the planning, research or development stage) that is a directorCompetitive Business anywhere in the Restricted Territory, officer, employee, agent, broker, partner, consultant or contractor), or engage in activities or businesses, or establish any new businesses, within North America (including Mexico), Europe, or any country in which unless Executive shall obtain the Company is conducting business during the time prior written consent of the Executive’s employment with the Company (the “Territory”) any business that is competitive with the business operated by the CompanyBoard, including any activities or business engaged given in the Company Businessits sole discretion, which consent shall make express reference to this Agreement. Notwithstanding the foregoing, this Section 7 (a) shall be deemed not breached solely as a result of the ownership by the Executive or may make passive investments in any of his or her Affiliates of less than an aggregate of 2% of any class of company whose stock that is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and is listed on a national securities exchange; provided that exchange or traded in the over-the-counter market so long as he does not come to own, directly or indirectly, more than five percent (5%) of the equity securities of such ownership represents company. For purposes of this Agreement, a passive investment and that business shall be considered a "Competitive Business" if it involves or relates to (i) any business in which the Executive Company is not a controlling person of, actively engaged on the date of termination or a member of a group that controls, such entity. (b) To the extent any business in which during the Restrictive Period, twelve (12) months immediately preceding the Executive is entitled to any severance payments following the Employment Term and date of termination the Company breaches its obligations to make actively contemplated engaging (as evidenced by inclusion in a written business plan or proposal) or (ii) any such severance payments, business in which an Affiliate is actively engaged on the Restricted Period shall terminate on date of termination or any business in which during the twelve (12) months immediately preceding the date of termination an Affiliate actively contemplated engaging (as evidenced by inclusion in a written notice of such breach by the Executive to the Company. (c) This Section 7 does not, in any way, restrict business plan or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or orderproposal). The Executive term "Restricted Territory" shall promptly provide written notice of any such order to the Chief Executive Officer mean each and every county, province, state, city or General Counsel (in the case other political subdivision of the Chief Executive Officer)United States.

Non-Competition. (a) During the Employment Period and, thereafter, until that date which is the shorter of employment and for a one (1) year period after the termination or expiration of the Employment Period, Executive’s employment is terminated for any reason (the “Restrictive Restriction Period”), Executive covenants and agrees that Executive shall not directly or indirectly (whether for compensation or otherwise) engage in Competitive Business. For purposes of this Agreement, “Competitive Business” shall mean any business or any activity related to the development, sale, production, manufacturing, marketing or distribution of products or services that are in competition with products or services that Parent, the Company or any of its subsidiaries produces, sells, manufactures, markets, distributes or has interest in, in any state or foreign country in which Parent, the Company or any of its subsidiaries then conducts business or reasonably has plans to conduct business, provided that after the end of Executive’s employment Competitive Business shall exclude product lines or services that account for less than 5% of the Company’s aggregate revenue as projected in the Company’s then current business plan for the three-year period following termination of employment. It is not the intent of this covenant to bar Executive agrees from employment in any company whose general business is the manufacture of communications equipment or delivery of communications services, only to limit specific and covenants he or she direct competition with the Company as aforesaid. In furtherance thereof, it is acknowledged that it shall not be a breach of this Section 8.1 for Executive to provide services to an entity or person that is not itself a Competitive Business, but has a division, business unit or segment that is a Competitive Business, so long as Executive demonstrates to the Company’s reasonable satisfaction that Executive does not and will not, and shall cause each of his or her controlled Affiliates not to, directly or indirectly, own any interest inprovide services or advice to such division, control, manage, operate, participate in, develop products for, advise business unit or consult with or render services for (as a director, officer, employee, agent, broker, partner, consultant or contractor), or engage in activities or businesses, or establish any new businesses, within North America (including Mexico), Europe, or any country in which the Company is conducting business during the time of the Executive’s employment with the Company (the “Territory”) any business segment that is competitive with the business operated by the Company, including any activities or business engaged in the Company Competitive Business. Notwithstanding the foregoing, nothing contained in this Section 7 (a) Agreement shall be deemed not breached solely as prevent Executive from being an investor in securities of a result of the ownership by the Executive or any of his or her Affiliates of less than an aggregate of 2% of any class of stock that is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and is competitor listed on a national securities exchange; provided that exchange or actively traded over-the-counter so long as such ownership represents a passive investment and that the Executive is investments are in amounts not a controlling person of, significant as compared to his total investments or a member of a group that controls, such entity. (b) To the extent during the Restrictive Period, the Executive is entitled to any severance payments following the Employment Term and the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice of such breach by the Executive to the Company. (c) This Section 7 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Executive shall promptly provide written notice of any such order to the Chief Executive Officer or General Counsel (in the case aggregate of the Chief Executive Officer)outstanding securities of the issuer of the same class or issue of the specific securities involved.

Non-Competition. In consideration of the Company’s promise to disclose, and disclosure of, its Confidential Information and other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that from the date hereof and until the longer of (ai) During the Employment Period andlast day of the Term and (ii) a period of 12 months beyond Executive’s date of termination of employment from the Company or any of its subsidiaries or affiliates for any reason, thereafter, until that date which is including the shorter of one (1) year after the termination or expiration of the Employment Period, Term (the “Restrictive Restricted Period”) the ), Executive agrees and covenants he or she it shall not, and shall cause each of his or her controlled Affiliates not to, directly or indirectly, own any interest engage in, controlassist or become associated with a Competitive Activity. For purposes of this Section 2(b): (i) a “Competitive Activity” means, manageat the time of Executive’s termination, operateany business or other endeavor in any jurisdiction of a kind being conducted by the Company or any of its subsidiaries or affiliates (or demonstrably anticipated by the Company or its subsidiaries or affiliates and, participate infor avoidance of doubt, develop products forsuch affiliates to exclude Liberty Media Corporation or Liberty Interactive Corporation or any of their respective subsidiaries), advise in any jurisdiction as of the Effective Date or consult at any time thereafter; and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or render services for (indirectly involved as a directoran owner, principal, employee, officer, employeedirector, independent contractor, representative, stockholder, financial backer, agent, broker, partner, consultant or contractor)advisor, lender, or engage in activities any other individual or businessesrepresentative capacity with any individual, partnership, corporation or establish any new businesses, within North America (including Mexico), Europe, or any country in which the Company is conducting business during the time of the Executive’s employment with the Company (the “Territory”) any business other organization that is competitive with the business operated by the Company, including any activities or business engaged in the Company Businessa Competitive Activity. Notwithstanding the foregoing, this Section 7 (ai) shall be deemed not breached solely as a result Executive may make and retain investments during the Restricted Period, for investment purposes only, in less than 5% of the ownership by the Executive or any of his or her Affiliates of less than an aggregate of 2% outstanding capital stock of any class publicly-traded corporation engaged in a Competitive Activity if stock of stock that such corporation is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and is either listed on a national securities exchangestock exchange or on the NASDAQ National Market System if Executive is not otherwise affiliated with such corporation; (ii) Executive may serve as an employee or partner (or otherwise invest or hold an ownership interest) in an investment firm that has an ownership interest in a partnership, corporation or other organization that is engaged in a Competitive Activity, provided that such ownership represents a passive interest does not constitute greater than 20% of such investment firm’s total assets under management and that the Executive is not directly involved with the provision of direction or management of such entity engaged in the Competitive Activity, including the investment decisions thereof; and (iii) Executive may serve as an employee of or partner (or otherwise hold an ownership interest) in a controlling person ofconsultancy or investment bank engaged in providing advisory services to entities engaged in Competitive Activities, or a member provided that Executive is not directly involved in the provision of a group that controlsthe advisory services to such entities engaged in the Competitive Activity. Notwithstanding the foregoing, such entity. (b) To to the extent during that, solely due to a change in scope of the Restrictive Period, the Executive is entitled to any severance payments following the Employment Term and business of the Company breaches or any of its obligations subsidiaries or affiliates (e.g., by virtue of an acquisition or strategic change), Executive has become “associated with a Competitive Activity” (i.e., for purposes of clarity, Executive’s activity prior to make such change in scope was permissible under this Section 2(b)), then Executive shall have a reasonable period of time, not to exceed 12 months, to cure such association with a Competitive Activity, including by resignation (if personal services), liquidation or unwinding (if investment-related) or eliminating any activity or involvement with such severance paymentsentity engaged in the Competitive Activity, the Restricted Period shall terminate in all cases on written notice of such breach by the Executive terms as are reasonably acceptable to the Company. (c) This Section 7 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Executive shall promptly provide written notice of any such order to the Chief Executive Officer or General Counsel (in the case of the Chief Executive Officer).

Non-Competition. (a) During the Employment Period and, thereafter, until that date which is the shorter For a period of one two (12) year years after the termination or expiration of the Employment Period, Closing Date (the “Restrictive Non-Compete Period”) the Executive agrees ), Parent and covenants he or she it Sellers shall not, and shall cause each of his or her controlled their Affiliates (Parent and Sellers, together with such Affiliates, the “Seller Entities”) not to, without the prior written consent of Buyer, engage in the Restricted Business in a manner that competes directly with the business of the Acquired Companies and the Acquired Company Subsidiaries as conducted on the Closing Date. (b) Notwithstanding the provisions of Section 4.10(a), nothing in this Agreement shall preclude, prohibit, restrict or otherwise limit any of the Seller Entities from: (i) owning, operating or engaging in any manner in (x) any business activities that do not constitute part of the Restricted Business or (y) any Financial Services Business; (ii) owning, operating or engaging in any manner in any De Minimis Business; (iii) offering, selling, marketing, distributing or providing, directly or through any distribution system or similar channel, any life insurance or annuity products identified in the definition of “Restricted Business” that (x) are not issued by any of the Seller Entities or (y) are issued by any Seller Entity that is permitted to engage in the Restricted Business pursuant to this Section 4.10; (iv) insuring (whether by self-insurance, reinsurance, captive arrangements or otherwise) the insurance risks of, and issuing bonds related to, the business and operations of Sellers or any of their Affiliates or their respective employees; (v) applying for and holding any insurance license, permit or other authorization; (vi) acquiring, merging or otherwise combining with, or being acquired by any Person (whether in one transaction or a series of related transactions), notwithstanding that such Person or any of its Affiliates, directly or indirectly, own is engaged in the Restricted Business (any interest insuch transaction or series of related transactions, controla “Combination Transaction” and the Person with which such Combination Transaction is effected, managethe “Combining Person”); provided, operatehowever, participate inthat during the Non-Compete Period, develop products forthe Seller Entities shall not enter into a Combination Transaction with a Combining Person in which the assets under management relating to the Combining Person’s Restricted Business (excluding separate accounts and segregated accounts) as of the closing date of the Combination Transaction exceed 40% of the Combining Person’s total consolidated assets (excluding separate accounts and segregated accounts) as of such date as determined in accordance with GAAP; and provided, advise further, that during the Non-Compete Period, nothing in this Agreement shall prohibit, restrict or consult with otherwise limit the Combining Person (or render services for (as a directorif the Combining Person is not the survivor of such Combination Transaction, officerthe surviving Person of such Combination Transaction) or the Affiliates of such Person from continuing to own, employee, agent, broker, partner, consultant or contractor), operate or engage in activities such Restricted Business; (vii) acquiring, directly or businessesindirectly, any voting stock, capital stock or establish any new businesses, within North America other equity interests (including Mexico)convertible securities) of any Person in connection with any hedging or similar products; or (viii) acquiring capital stock or other equity interests of any Person engaged directly or indirectly in the Restricted Business, Europeprovided, or any country in which the Company that such acquisition is conducting business and remains during the time of the Executive’s employment with the Company (the “Territory”) any business that is competitive with the business operated by the Company, including any activities or business engaged in the Company Business. Notwithstanding the foregoing, this Section 7 (a) shall be deemed not breached Non-Compete Period an acquisition solely as a result of the ownership by the Executive or any of his or her Affiliates of less than an aggregate of 2% of any class of stock that is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and is listed on a national securities exchange; provided that such ownership represents a passive for investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity. (b) To the extent during the Restrictive Period, the Executive is entitled to any severance payments following the Employment Term and the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice of such breach by the Executive to the Companypurposes. (c) This For purposes of this Section 7 does not4.10, in any way, restrict or impede the Executive from exercising protected rights to terms below shall have the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Executive shall promptly provide written notice of any such order to the Chief Executive Officer or General Counsel (in the case of the Chief Executive Officer).following respective meanings:

Non-Competition. During the term of this Agreement and for any period during which Officer is receiving periodic severance payments pursuant to Section 4.2, or for a period of one year following a Termination Upon a Change in Control, so long as the payments provided for in Section 4.1 are made on a timely basis: (a) During the Employment Period and, thereafter, until that date which is the shorter of one (1) year after the termination or expiration of the Employment Period, (the “Restrictive Period”) the Executive agrees and covenants he or she it Officer shall not, and shall cause each without the prior written consent of his or her controlled Affiliates not toCorporation, directly or indirectly, own any interest in, controlown, manage, operate, participate incontrol, develop products for, advise or consult be connected with or render services for (as a director, an officer, employee, agent, broker, partner, consultant or contractor)otherwise, or otherwise engage or participate in activities any corporation or businesses, or establish any new businesses, within North America (including Mexico), Europe, or any country in which the Company is conducting other business during the time of the Executive’s employment with the Company (the “Territory”) any business that is competitive with the business operated by the Company, including any activities or business entity engaged in the Company Businessbusiness of buying, selling, developing, building and/or managing real estate facilities for the medical, healthcare and retirement sectors of the real estate industry. Officer understands and acknowledges that Corporation carries on business nationwide and that the nature of Corporation’s activities cannot be confined to a limited area. Accordingly, Officer agrees that the geographic scope of this Section 5 shall include the United States of America. Notwithstanding the foregoing, this Section 7 (a) shall be deemed not breached solely as a result of the ownership by the Executive or any of his or her Affiliates Officer of less than an aggregate of 2% of any class of the outstanding capital stock that of any corporation conducting such a competitive business which is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and is listed regularly traded on a national securities exchange; provided that such ownership represents exchange or in the over-the-counter market shall not be a passive investment and that violation of the Executive is not a controlling person of, or a member of a group that controls, such entityforegoing covenant. (b) To Simultaneously with the Effective Date and upon each anniversary of the Effective Date, Officer shall notify the Chairman of the Compensation Committee of the nature and extent during of Officer’s investments, stock holdings, employment as an employee, director, or any similar interest in any business or enterprise other than Corporation; provided, however, that Officer shall have no obligation to disclose any investment under $500,000 in value or any holdings of publicly traded securities which are not in excess of one percent of the Restrictive Period, the Executive is entitled to any severance payments following the Employment Term and the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice outstanding class of such breach by the Executive to the Companysecurities. (c) This Officer shall not contact or solicit, directly or indirectly, any customer, client, tenant or account whose identity Officer obtained through association with Corporation, regardless of the geographical location of such customer, client, tenant or account, nor shall Officer, directly or indirectly, entice or induce, or attempt to entice or induce, any employee of Corporation to leave such employ, nor shall Officer employ any such person in any business similar to or in competition with that of Corporation. Officer hereby acknowledges and agrees that the provisions set forth in this Section 7 does not5 constitute a reasonable restriction on his ability to compete with Corporation and will not adversely affect his ability to earn income sufficient to support himself and/or his family. (d) The parties hereto agree that, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of event a court of competent jurisdiction shall determine that the geographical or an authorized government agencydurational elements of this covenant are unenforceable, provided that such compliance does determination shall not exceed that required by render the lawentire covenant unenforceable. Rather, regulation, or order. The Executive the excessive aspects of the covenant shall promptly provide written notice of any such order be reduced to the Chief Executive Officer or General Counsel (in threshold which is enforceable, and the case of the Chief Executive Officer)remaining aspects shall not be affected thereby.

Non-Competition. Executive covenants and agrees that: --------------- (a) During the Employment Period andterm of this Agreement, thereafter, until that date which is he shall not without the shorter of one (1) year after the termination or expiration prior written consent of the Employment Period, (the “Restrictive Period”) the Executive agrees and covenants he or she it shall not, and shall cause each of his or her controlled Affiliates not toCorporation, directly or indirectly, own any interest inas an Executive, control, manage, operate, participate in, develop products for, advise or consult with or render services for (as a director, officer, employeeemployer, agent, brokerprincipal, proprietor, partner, consultant or contractor)stockholder, consultant, director, or corporate officer, engage in activities or businessesany business engaged in the high-speed, or establish any new businesses, within North America (including Mexico), Europe, or any country in which the Company is conducting transaction based electronic data transportation and delivery business during the time of the Executive’s employment with the Company (the “Territory”"Competitive Business") or render any services to any business that is competitive with the business operated by the Company, including any activities or business engaged in the Company a Competitive Business. Notwithstanding the foregoing, this Section 7 (a) shall be deemed not breached solely as a result of the ownership by the Executive or any of his or her Affiliates of less than an aggregate of 2% of any class of stock that is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and is listed on a national securities exchange; provided that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity. (b) To For a period of two years (the extent "Non-Competition Period") after Executive has ceased to be employed by the Corporation or any subsidiary of the Corporation, Executive shall not without the prior written consent of the Corporation: (1) directly or indirectly engage in, or (2) be employed by any person, firm, partnership, association, corporation or business organization, entity or enterprise that is, or is about to become, directly or indirectly engaged in, any Competitive Business. For purposes hereof, "Competitive Business" shall mean engaging or having a material interest, directly or indirectly as owner, employee, officer, director, partner, venturer or stockholder, capital investor, consultant, agent, principal advisor or otherwise, either alone or in association with others, in the operation of a high speed, transaction based, electronic data transportation and delivery business; provided, however, that the restrictions contained in this Subparagraph (b) shall not apply to any business that does not meet both of the following requirements: (1) the Corporation or a subsidiary of the Corporation shall have operated such business, or had such business in the planning or development stage therein, during the Restrictive Period, the Executive is entitled 120-day period immediately prior to any severance payments following the Employment Term and the Company breaches its obligations Executive's ceasing to make any such severance payments, the Restricted Period shall terminate on written notice of such breach be employed by the Executive to Corporation or any subsidiary of the CompanyCorporation, and (2) Executive, during such period, shall have had substantial planning, development, administrative or operational responsibilities for such business of the corporation or such subsidiary of the Corporation in such area. (c) This Section 7 does notExecutive shall not during the Non-Competition Period (i) solicit any employee of the Corporation to engage in a Competitive Business, or (ii) personally solicit customers of the Corporation in a manner which is competitive with the Corporation. (d) If the scope of any restrictions contained in Subparagraphs 6(a), (b) or (c) hereof are too broad to permit enforcement of such restrictions to their full extent, then such restrictions shall be enforced to the maximum extent permitted by law, and Executive hereby consents and agrees that such scope may be judicially modified accordingly in any way, restrict or impede proceeding brought to enforce such restrictions. Ownership of less than five (5%) percent of the Executive from exercising protected rights to the extent that such rights canoutstanding stock of a corporation traded on a national securities exchange shall not be waived by agreement deemed to breach or from complying conflict with any applicable law the provisions of Subparagraphs (a) or regulation or a valid order (b) 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 Executive shall promptly provide written notice of any such order to the Chief Executive Officer or General Counsel (in the case of the Chief Executive Officer)this Section 6.

Non-Competition. The Employee agrees that during the Employee’s employment by the Company hereunder and for an additional period of twelve (a12) During the Employment Period and, thereafter, until that date which is the shorter of one (1) year months after the termination or expiration of the Employment Period, Employee’s employment hereunder for any reason (the “Restrictive Restricted Period”), the Employee will (i) not anywhere in the Executive agrees and covenants he world where the Company markets or she it shall notsells its products, and shall cause each of his engage or her controlled Affiliates assist others in engaging in any business or enterprise (whether as owner, partner, officer, director, employee, consultant, investor or otherwise) that is competitive with the Company’s business, including but not tolimited to any business or enterprise that develops, manufactures, markets, licenses, sells or provides any product that competes with any product developed, manufactured, marketed, licensed, sold or provided, or planned to be developed, manufactured, marketed, licensed sold or provided, by the Company (“Competitive Business”) while Employee was employed by the Company; or (ii) solicit, hire, contract for services or otherwise employ, directly or indirectly, own any interest in, control, manage, operate, participate in, develop products for, advise anyone who is or consult with or render services for (as a director, officer, employee, agent, broker, partner, consultant or contractor), or engage in activities or businesses, or establish any new businesses, within North America (including Mexico), Europe, or any country in which was employed by the Company is conducting within the six-month period prior to Employee’s termination of employment with the Company. The foregoing prohibition shall not prevent any employment or engagement of the Employee, after termination of employment with the Company, by any company or business during organization not substantially engaged in a Competitive Business as long as the activities of any such employment or engagement, in any capacity, do not involve work on matters related to any product or service being developed, manufactured, marketed, distributed or planned in writing by the Company at the time of the Executivetermination of Employee’s employment with the Company. The Employee’s ownership of no more than 5% of the outstanding voting stock of a publicly traded company shall not constitute a violation of this Section 5(b). The Employee is entering into this covenant not to compete in consideration of the additional agreements of the Company (the “Territory”) any business that is competitive with the business operated by the Companyin this Agreement, including any activities or business engaged in but not limited to the Company Business. Notwithstanding the foregoing, this Section 7 (a) shall be deemed not breached solely as a result rights of the ownership by the Executive or any of his or her Affiliates of less than an aggregate of 2% of any class of stock that is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, Employee set forth in Sections 4(d) and is listed on a national securities exchange; provided that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity. (b) To the extent during the Restrictive Period, the Executive is entitled to any severance payments following the Employment Term and the Company breaches its obligations to make any such severance payments, the 4(e). The Restricted Period shall terminate on written notice be tolled for any period of such time during which the Employee is in breach by the Executive to the Company. (c) This Section 7 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Executive shall promptly provide written notice of any such order to the Chief Executive Officer or General Counsel (in the case of the Chief Executive Officerobligations under this Section 5(b).

Non-Competition. (a) During Upon any termination of Executive’s employment hereunder pursuant to Section 4 hereof, Executive agrees not to compete with the Employment Period and, thereafter, until that date which is the shorter Bank for a period of one (1) year after following such termination in any city, town or county in which the termination Executive’s normal business office is located and the Bank has an office or expiration has filed an application for regulatory approval to establish an office, determined as of the Employment Periodeffective date of such termination, (except as agreed to pursuant to a resolution duly adopted by the “Restrictive Period”) the Board. Executive agrees that during such period and covenants he within said cities, towns and counties, Executive shall not work for or she it shall notadvise, and shall cause each of his consult or her controlled Affiliates not tootherwise serve with, directly or indirectly, own any interest inentity whose business materially competes with the depository, controllending or other business activities of the Bank. The parties hereto, managerecognizing that irreparable injury will result to the Bank, operateits business and property in the event of Executive’s breach of this Subsection 10(a) agree that in the event of any such breach by Executive, participate inthe Bank will be entitled, develop products forin addition to any other remedies and damages available, advise to an injunction to restrain the violation hereof by Executive, Executive’s partners, agents, servants, employees and all persons acting for or consult with under the direction of Executive. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or render services threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for (business activities of the Bank and affiliates thereof, as it may exist from time to time, is a directorvaluable, officerspecial and unique asset of the business of the Bank. Executive will not, employeeduring or after the term of his employment, agentdisclose any knowledge of the past, brokerpresent, partnerplanned or considered business activities of the Bank or affiliates thereof to any person, consultant or contractor)firm, corporation, or engage in activities other entity for any reason or businesses, or establish any new businesses, within North America (including Mexico), Europe, or any country in which the Company is conducting business during the time of the Executive’s employment with the Company (the “Territory”) any business that is competitive with the business operated by the Company, including any activities or business engaged in the Company Businesspurpose whatsoever. Notwithstanding the foregoing, this Section 7 (a) shall be deemed Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not breached solely as a result and exclusively derived from the business plans and activities of the ownership by Bank. Further, Executive may disclose information regarding the Executive or any business activities of his or her Affiliates of less than an aggregate of 2% of any class of stock that is subject the Bank to the periodic reporting requirements OTS and the Federal Deposit Insurance Corporation (“FDIC”) pursuant to a formal regulatory request. In the event of a breach or threatened breach by Executive of the Securities Exchange Act provisions of 1934this Section, as amendedthe Bank will be entitled to an injunction restraining Executive from disclosing, and is listed on a national securities exchange; provided that such ownership represents a passive investment and that in whole or in part, the Executive is not a controlling person ofknowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or a member of a group that controls, such entity. (b) To the extent during the Restrictive Period, the Executive is entitled from rendering any services to any severance payments following person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Employment Term and Bank from pursuing any other remedies available to the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice of Bank for such breach by or threatened breach, including the Executive to the Companyrecovery of damages from Executive. (c) This Section 7 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Executive shall promptly provide written notice of any such order to the Chief Executive Officer or General Counsel (in the case of the Chief Executive Officer).

Non-Competition. (a) During the Employment Period andExcept as expressly permitted herein, thereafter, until that date which is the shorter of one (1) year after the termination or expiration effective as of the Employment Period, (the “Restrictive Period”) the Effective Time Executive agrees and covenants that he or she it shall not, and shall cause each until 11:59 p.m. on the second anniversary of his or her controlled Affiliates not to, the Effective Time: (i) directly or indirectlyindirectly own, own any interest engage in, control, manage, operate, join, control, or participate inin the ownership, develop products formanagement, advise operation, or consult with control of, or render services for (be connected as a stockholder, director, officer, employee, agent, broker, partner, consultant or contractor)joint venturer, member, beneficiary, or engage in activities or businessesotherwise with, any corporation, limited liability company, partnership, sole proprietorship, association, business, trust, or establish other organization, entity or individual which in any new businesses, within North America (including Mexico), Europe, or any country in which the Company is conducting business during the time of the Executive’s employment way competes with the Company (the “Territory”) any business that is competitive with the business operated by the Company, including any activities or business engaged in the Company Business. Notwithstanding the foregoing, this Section 7 (a) shall be deemed not breached solely as a result of the ownership by the Executive or any of his its Subsidiaries in the business of manufacturing, marketing or her Affiliates distributing wood or vinyl windows or doors or vinyl siding or in any other material business activity that the Company or any of less than an aggregate its Subsidiaries is conducting as of 2the date of this Agreement (a "Competing Business") in the United States; provided, however, that the Executive may own, directly or indirectly, securities of any entity traded on any national securities exchange or listed on the National Association of Securities Dealers Automated Quotation System that is a Competing Business if Executive does not, directly or indirectly, own 10% or more of any class of stock that is subject to equity securities, or securities convertible into or exercisable or exchangeable for 10% or more of any class of equity securities, of such entity; (ii) during the periodic reporting requirements term of the Securities Exchange Act of 1934non-competition, as amendeduse Executive's access to, and is listed on a national securities exchange; provided that such ownership represents a passive investment and that the Executive is not a controlling person knowledge of, or application of Confidential Information and Trade Secrets to perform any material duty for any Competing Business; it being understood and agreed to that this clause (ii) shall be in addition to and not be construed as a member of a group that controls, such entity.limitation upon the covenants in clause (i) hereof; (biii) To directly or indirectly aid, abet, or otherwise assist in a material way any individual, business, or other organization or entity that is a Competing Business in the extent during the Restrictive Period, the Executive is entitled to United States; (iv) directly or indirectly request or advise any severance payments following the Employment Term and present or future customers or suppliers of the Company breaches or any of its obligations Subsidiaries to make cancel any such severance paymentscontracts with the Company or any of its Subsidiaries or curtail their dealings with the Company or any of its Subsidiaries; (v) directly or indirectly request or advise any present or future service provider or financial resource of the Company or any of its Subsidiaries to withdraw, curtail, or cancel the Restricted Period shall terminate on written notice furnishing of such breach by the Executive service or resource to the Company.Company or any of its Subsidiaries; or (cvi) This Section 7 does notdirectly or indirectly hire, in any way, restrict or impede the Executive from exercising protected rights attempt to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulationhire, or order. The Executive shall promptly provide written notice of contact or solicit with respect to hiring any such order to the Chief Executive Officer or General Counsel (in the case then significant employee of the Chief Executive Officer)Company or any of its Subsidiaries, or otherwise induce or attempt to influence any employee of the Company to terminate his or her employment.

Non-Competition. (a) During the Employment Period and, thereafter, until that date which is period of his employment with the shorter of one Company (1) year after the termination or expiration any Affiliate of the Company) and for the twenty-four (24)-month period immediately following termination of such employment for any reason (whether or not such termination occurs during the term of his Employment PeriodAgreement), (the “Restrictive Period”) the Executive agrees and covenants he or she it such Principal Seller shall not, and shall cause each of his or her controlled Affiliates not to, directly or indirectly, own any interest in, control, manage, operate, participate in, develop products for, advise or consult with or render services for (either as a directorprincipal, officeragent, employee, agentemployer, brokerconsultant, partner, consultant member, shareholder of a closely held corporation or contractor)shareholder in excess of five percent (5%) of a publicly traded corporation, corporate officer or director, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is a Competing Business, either in the United States or in any other place in the world where the Company or any of its controlled Affiliates, successors or assigns engages in the Business, or as of the date of such termination of such employment, proposes to engage in activities the Developing Business. Notwithstanding the foregoing, the restrictions in this Section 6.3 shall not operate to prohibit a Principal Seller from: (a) making or businessesmaintaining a Permitted Investment; (b) providing, directly or establish indirectly, services to a Seller Investment Entity, Estate Planning Entity, Family Office or Family Member; (c) providing, directly or indirectly, services (for no more than nominal consideration) to philanthropic organizations; (d) fulfilling any new businessesobligation pursuant to this Agreement, within North America the LLC Agreement or such Principal Seller’s Employment Agreement; (including Mexico), Europe, e) being a member of the board of directors or other similar governing body of any country Person in which an investment is made by any (A) Foundation Fund (or otherwise being involved thereto in connection with such Principal Seller’s services to the Company is conducting business during the time Company) or (B) any Seller Investment Entity, Estate Planning Entity, Family Office or philanthropic organization contemplated by this Section 6.3; provided, that this clause (B) shall not operate to permit any Principal Seller to act as a member of the Executiveboard of directors or other similar governing body of any Competing Business; (f) with respect to the Principal Seller specified on Disclosure Schedule A hereto, performing the responsibilities or activities set forth thereon; (g) following any termination of such Principal Seller’s employment with the Company (the “Territory”) or any business that is competitive with the business operated by Affiliate of the Company) acting as the investment manager pursuant to and in accordance with Section 6.7 and the terms of FEP’s Fund Documents; or (h) pursuing any Business Opportunity in accordance with Section 6.8. provided, including that, for the avoidance of doubt, if a Principal Seller engages in any activities or business engaged activity set forth in Section 6.3(a) through Section 6.3(h), such Principal Seller, in the Company Business. Notwithstanding the foregoingconduct of such activity, this Section 7 (a) shall continue to be deemed not breached solely as a result of the ownership by the Executive or any of his or her Affiliates of less than an aggregate of 2% of any class of stock that is subject to the periodic reporting requirements of the Securities Exchange Act of 1934restrictions set forth in Section 6.4 and Section 6.5, as amended, and is listed on a national securities exchange; provided that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entityapplicable. (b) To the extent during the Restrictive Period, the Executive is entitled to any severance payments following the Employment Term and the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice of such breach by the Executive to the Company. (c) This Section 7 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Executive shall promptly provide written notice of any such order to the Chief Executive Officer or General Counsel (in the case of the Chief Executive Officer).

Non-Competition. (a) During Because of the legitimate business interest of Employer as described herein and the good and valuable consideration offered to Employee, during the Employment Period andTerm and for the next twelve (12) months, thereafterto run consecutively, until that date beginning on the last day of Employee’s employment with Employer, for any reason or no reason (except for termination by Employer without Cause in which case the restrictive covenants shall be deemed to be waived by Employer) and whether employment is terminated at the shorter option of one (1) year after the termination Employee or expiration of the Employment PeriodEmployer, (the “Restrictive Period”) the Executive Employee agrees and covenants he not to engage in Prohibited Activity within the United States. For purposes of this Section 7, “Prohibited Activity” is activity in which Employee contributes his knowledge, time, or she it shall not, and shall cause each of his or her controlled Affiliates not toother resources, directly or indirectly, own any interest inin whole or in part, controlas an employee, manageemployer, operateowner, participate inoperator, develop products formanager, advise or consult with or render services for (as a advisor, consultant, agent, employee, partner, director, stockholder, officer, employeevolunteer, agent, broker, partner, consultant or contractor), or engage in activities or businesses, or establish any new businesses, within North America (including Mexico), Europe, intern or any country in which the Company is conducting business during the time of the Executive’s employment with the Company (the “Territory”) any business that is competitive with the business operated by the Company, including any activities or business other similar capacity to an entity engaged in the Company Businesssame or similar business as the Business or other Lifted Businesses. Notwithstanding the foregoingProhibited Activity also includes activity that may require or inevitably requires disclosure of trade secrets, this Section 7 (a) proprietary information or confidential information of Employer. Nothing herein shall be deemed not breached solely as a result prohibit Employee from purchasing or owning less than 5% of the ownership by the Executive or any of his or her Affiliates of less than an aggregate of 2% publicly traded securities of any class of stock that is subject to the periodic reporting requirements of the Securities Exchange Act of 1934corporation, as amended, and is listed on a national securities exchange; provided that such ownership represents a passive investment and that the Executive Employee is not a controlling person of, or a member of a group that controls, such entity. (b) To the extent during the Restrictive Period, the Executive is entitled to any severance payments following the Employment Term and the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice of such breach by the Executive to the Company. (c) corporation. This Section 7 does not, in any way, restrict or impede the Executive Employee from exercising protected rights to the extent that such rights cannot be waived by agreement 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, regulation or order. The Executive Employee shall promptly provide written notice of any such order to the Chief Executive Officer or General Counsel (in the case of the Chief Executive Officer)Employer.

Non-Competition. (a) During By and in consideration of the Company’s entering into this Employment Period andAgreement and the payments to be made and benefits to be provided by the Company hereunder, thereafterand in further consideration of the Executive’s exposure to the Confidential Information of the Company and its Affiliates, until the Executive agrees that date the Executive shall not, during the Term and thereafter for the period during which is the shorter of Severance Payments or Supplemental Disability Payments are payable or one (1) year after following the termination or expiration end of the Employment Period, Term if no Severance Payments or Supplemental Disability Payments are payable (the “Restrictive Restriction Period”) the Executive agrees and covenants he or she it shall not, and shall cause each of his or her controlled Affiliates not to), directly or indirectly, own any interest in, controlown, manage, operate, join, control, be employed by, or participate inin the ownership, develop products formanagement, advise operation or consult with control of, or render services for (be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, agent, broker, partner, consultant or contractorinvestor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent (1%) or engage in activities or businesses, or establish any new businesses, within North America (including Mexico), Europe, or any country in which the Company is conducting business during the time less of the Executive’s employment with the Company (the “Territory”) any business that is competitive with the business operated by the Company, including any activities or business engaged in the Company Business. Notwithstanding the foregoing, this Section 7 (a) shall be deemed not breached solely as a result of the ownership by the Executive or any of his or her Affiliates of less than an aggregate of 2% outstanding securities of any class of stock that is subject to the periodic reporting requirements of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and is listed on a national securities exchange; provided that such ownership represents a passive investment and that standing alone, be prohibited by this Section 4.2, so long as the Executive is does not a controlling person ofhave, or exercise, any rights to manage or operate the business of such issuer other than rights as a member stockholder thereof. For purposes of a group this paragraph, “Restricted Enterprise” shall mean any Person that controls, such entity. is actively engaged in any business which is either (bi) To in competition with the extent business of the Company or any of its Affiliates conducted during the Restrictive preceding twelve (12) months (or following the Term, the twelve (12) months preceding the last day of the Term), or (ii) proposed 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, the business plan as in effect as of the last day of the Term); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Affiliates operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Affiliates operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, the Executive is entitled to any severance payments following the Employment Term and shall notify the Company breaches its obligations to make any such severance paymentsof the Executive’s then-current employment status. For the avoidance of doubt, (A) the Restricted Period foregoing shall terminate on written notice of such breach by the Executive to the Company. (c) This Section 7 does not, in any way, restrict or impede not prohibit the Executive from exercising protected rights to working in the extent State of Texas; provided, that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance the Executive’s so working does not exceed involve any Restricted Enterprise that required by the law, regulation, or order. The Executive shall promptly provide written notice of any such order to the Chief Executive Officer or General Counsel (is operating in the case State of Texas if the Chief Executive Officer)Company or any of its Affiliates is then operating in the State of Texas and (B) a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gas.

Non-Competition. As a condition precedent to HK's obligation to enter into and perform its obligations under the Merger Agreement, each Shareholder agrees that: (a) During the Employment Period and, thereafter, until that date which is the shorter For a period of one five (15) year years after the termination or expiration of the Employment Period, Closing Date (the “Restrictive "Non- Competition Period”) the Executive agrees and covenants he or she it "), such Shareholder shall not, and shall cause each of his or her controlled Affiliates not to, directly or indirectly, own either for himself or for any other person, "participate" anywhere in the world in the business as currently conducted by or as proposed to be conducted by the Company and its Subsidiaries, including but not limited to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Agreement, the term "participate" includes any direct or indirect interest inin any enterprise, controlwhether as an officer, manage, operate, participate in, develop products for, advise or consult with or render services for (as a director, officer, employee, partner, sole proprietor, agent, brokerrepresentative, partnerindependent contractor, consultant consultant, franchisor, franchisee, creditor, owner or contractor)otherwise; provided, or engage in activities or businesses, or establish any new businesses, within North America (including Mexico), Europe, or any country in which that the Company is conducting business during the time of the Executive’s employment with the Company (the “Territory”) any business that is competitive with the business operated by the Company, including any activities or business engaged in the Company Business. Notwithstanding the foregoing, this Section 7 (a) term "participate" shall be deemed not breached solely as a result of the include ownership by the Executive or any of his or her Affiliates of less than an aggregate of 25% of any class the stock of a publicly-held corporation whose stock that is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and is listed traded on a national securities exchange; provided that such ownership represents a passive investment and that exchange or in the Executive is not a controlling person of, over-the-counter market or a member the continued participation by the Shareholder on the Board of a group that controls, such entityDirectors of any company in which he serves as of the date hereof. (b) To During the extent during the Restrictive Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the Executive use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is entitled to any severance payments following or becomes part of the Employment Term and public domain other than through breach of this Agreement or through the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice fault of such breach by the Executive Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, (ii) is required to be disclosed by law or government order (but only to the extent so required), or (iii) is used by such Shareholder in any other lines of business (but only to the extent so used). (c) This During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and Parent. (d) If at the time of enforcement of this Section 7 does not8, a court holds that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions of this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any wayother rights and remedies existing in their favor, restrict to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or impede actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the Executive from exercising protected rights provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the extent that length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order violation). In the event of a court of competent jurisdiction breach or an authorized government agency, provided that violation by such compliance does not exceed that required by the law, regulation, or order. The Executive shall promptly provide written notice Shareholder of any such order to the Chief Executive Officer or General Counsel (in the case of the Chief Executive Officer)provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach or violation.

Non-Competition. (a) During the Employment Period and, thereafter, until 11.1 The Employee agrees that date which is the shorter of one (1) year after following the termination or expiration of his employment with the Employment PeriodCompany for any reason, (the “Restrictive Period”) the Executive agrees and covenants he or she it shall not, within Canada, the United States of America and shall cause each the countries comprising the European Economic Union, for a period of his twelve (12) months from the date of such termination (without the prior written consent of the Company) either individually or her controlled Affiliates not toin partnership, directly or indirectlyin conjunction with any person or persons, own any interest infirm, controlassociation, managesyndicate, operatecompany or corporation as principal, participate inagent, develop products for, advise or consult with or render services for (as a director, officer, employee, agentconsultant, broker, partner, consultant investor or contractor)in any other manner whatsoever carry on or be engaged in or be concerned with or interested in, or engage in activities advise, lend money to, guarantee the debts or businesses, obligations of or establish any new businesses, within North America (including Mexico), Europe, permit his name or any country part thereof to be used or employed by any person or persons, firm, association, syndicate, company or corporation, engaged in which the Company is conducting business during the time of the Executive’s employment or concerned with the Company (the “Territory”) any business that is competitive with the business operated by the Company, including any activities or business engaged in the Company Business. Notwithstanding field of Pulmonary Fibrosis therapy research and development. 11.2 The Employee acknowledges that a breach by the foregoing, this Section 7 (a) shall be deemed not breached solely as a result Employee of any of the ownership by the Executive or any of his or her Affiliates of less than an aggregate of 2% of any class of stock that is subject covenants contained in section 1.4 and section 11 herein shall result in damages to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and is listed on a national securities exchange; provided that such ownership represents a passive investment Company and that the Executive is Company could not be adequately compensated for such damages by a controlling person ofmonetary award. Accordingly, in the event of any such breach, in addition to all other remedies available to the Company at law or in equity, the Company shall be entitled as a member matter of right to apply to a group that controlsCourt of competent jurisdiction for such relief by way of restraining order, such entitytemporary or permanent injunction, decree or otherwise, as may be appropriate to ensure compliance with the provisions of this Agreement. (b) To 11.3 The Employee agrees that all documents, copies, records and other materials made or received by the extent Employee and which are in his possession or under his control that pertain to the business and affairs of the Company are the property of the Company and shall be returned to the Company by the Employee forthwith upon the termination of this Agreement or at any time during the Restrictive Period, term hereof immediately upon the Executive is entitled to any severance payments following the Employment Term and the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice request of such breach by the Executive to the Company. (c) This Section 7 does not, 11.4 The Employee hereby agrees that all restrictions in any way, restrict or impede the Executive from exercising protected rights this Agreement are reasonable and valid and all defenses to the extent that such rights cannot be strict enforcement thereof by the Company are hereby waived by agreement or from complying with any applicable law or regulation or a valid order the Employee and that provisions of a court this section 11 shall survive the termination of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Executive shall promptly provide written notice of any such order to the Chief Executive Officer or General Counsel (in the case of the Chief Executive Officer)this Agreement.

Non-Competition. During (ai) During the Employment Period and, thereafter, until that date which is Executive's employment with the shorter of one Company and (1ii) the two (2) year after period immediately following the termination or expiration Executive's Date of the Employment PeriodTermination, (the “Restrictive Period”) the Executive agrees and covenants he or she it (A) shall notnot engage, and shall cause each of his or her controlled Affiliates not toanywhere within the geographical areas in which any Sunbeam Entity is then conducting its business operations, directly or indirectly, own any interest inalone, control, manage, operate, participate in, develop products for, advise or consult in association with or render services for (as a directorshareholder, principal, agent, partner, officer, employeedirector, agentemployee or consultant of any other organization, brokerin any business (a "Competitive Business") which competes with any business then being conducted by such Sunbeam Entity; (B) shall not solicit or encourage any officer, partneremployee or consultant of any of the Sunbeam Entities to leave the employ of any of the Sunbeam Entities for employment by or with any Competitive Business; and (C) shall not solicit, consultant divert or contractor)take away, or engage in activities attempt to divert or businessesto take away, the business or patronage of any of the customers or accounts, or establish prospective customers or accounts, of any new businessesSunbeam Entity, within North America (including Mexico)which were contacted, Europe, solicited or any country in which served by the Company is conducting business during the time of the Executive’s employment with the Company (the “Territory”) any business that is competitive with the business operated Executive while employed by the Company; provided, including any activities or business engaged in however, that nothing herein shall prohibit the Company Business. Notwithstanding the foregoing, this Section 7 Executive from owning a maximum of two percent (a2%) shall be deemed not breached solely as a result of the outstanding stock of any publicly traded corporation. Following the Date of Termination, ownership by the Executive of not more than five percent (5%) of any publicly traded corporation shall not constitute a violation hereof. If, at any time, the provisions of this Section 14(c) shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 14(c) shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Executive agrees that this Section 14(c) as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. For purposes of his or her Affiliates this Section 14(c), the design, manufacture and marketing of less outdoor barbecue grills and small kitchen appliances shall be construed to be a Competitive Business; provided, however, that the gross revenues derived from sales of such products by such competitor are greater than an aggregate the lesser of 2(i) 10% of any class of stock that is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, its total revenues and is listed on a national securities exchange; provided that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity(ii) $500,000,000. (b) To the extent during the Restrictive Period, the Executive is entitled to any severance payments following the Employment Term and the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice of such breach by the Executive to the Company. (c) This Section 7 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Executive shall promptly provide written notice of any such order to the Chief Executive Officer or General Counsel (in the case of the Chief Executive Officer).

Non-Competition. (a) During The Executive agrees that he shall not during the Employment Period and, thereafterif applicable, until that date the Severance Period, without the approval of the Board of Directors of the Company, directly or indirectly, alone or as partner, joint venturer, officer, director, employee, consultant, agent, independent contractor, stockholder or otherwise (other than as provided below), engage in any “Competitive Business” within the United States. For purposes of the foregoing, the term “Competitive Business” shall mean any business involved in development, marketing, sale or support of products or services (a) which is can reasonably be expected to cause customers not to use the shorter Company’s or any of its subsidiaries’ or affiliates’ products or services or (b) which are similar to or competitive with products or services provided or supplied by the Company or any of its subsidiaries or affiliates. Notwithstanding the foregoing, the Executive shall not be prohibited during the non-competition period applicable above from acting as a passive investor by owning not more than one percent (1%) of the issued and outstanding capital stock of any publicly-held company. The Executive, at his option, may elect to eliminate the above restrictions in this Section 8 only during the Severance Period but any such election shall, without further action, be deemed an automatic and irrevocable relinquishment by Executive and termination of all of his rights to pay and benefits under Section 5.a. During the Employment Period and the Severance Period, if applicable, and for a period of one (1) year after the termination or later of expiration of the Employment Period, (Period and the “Restrictive Period”) the Executive agrees and covenants he or she it shall not, and shall cause each of his or her controlled Affiliates not to, directly or indirectly, own any interest in, control, manage, operate, participate in, develop products for, advise or consult with or render services for (as a director, officer, employee, agent, broker, partner, consultant or contractor), or engage in activities or businesses, or establish any new businesses, within North America (including Mexico), Europe, or any country in which the Company is conducting business during the time of the Executive’s employment with the Company (the “Territory”) any business that is competitive with the business operated by the Company, including any activities or business engaged in the Company Business. Notwithstanding the foregoing, this Section 7 (a) shall be deemed not breached solely as a result of the ownership by the Executive or any of his or her Affiliates of less than an aggregate of 2% of any class of stock that is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and is listed on a national securities exchange; provided that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity. (b) To the extent during the Restrictive Severance Period, the Executive is entitled to shall not, without the prior written consent of the Board of Directors of the Company, directly, or indirectly, alone or as partner, joint venturer, officer, director, employee, consultant, agent, independent contractor, stockholder or otherwise, (a) solicit or induce any severance payments following the Employment Term and employee, independent contractor or consultant of the Company breaches its obligations or any current or future subsidiary or affiliate thereof to make terminate or reduce his or her employment or engagement with the Company or any current or future subsidiary or affiliate thereof or (b) solicit the business of or any business from any current or future customer or supplier to the Company or any current or future subsidiary or affiliate thereof or induce any such severance payments, customer or supplier not to do business with or reduce its business transactions with the Restricted Period shall terminate on written notice of such breach by the Executive to the CompanyCompany or any subsidiary or affiliate thereof. (c) This Section 7 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Executive shall promptly provide written notice of any such order to the Chief Executive Officer or General Counsel (in the case of the Chief Executive Officer).

Non-Competition. During the term of this Agreement and for any period during which Officer is receiving periodic severance payments pursuant to Section 4.2, or for a period of one year following a Termination Upon a Change in Control, so long as the payments provided for in Section 4.1 are made on a timely basis: (a) During the Employment Period and, thereafter, until that date which is the shorter of one (1) year after the termination or expiration of the Employment Period, (the “Restrictive Period”) the Executive agrees and covenants he or she it Officer shall not, and shall cause each without the prior written consent of his or her controlled Affiliates not toCorporation, directly or indirectly, own any interest in, controlown, manage, operate, participate incontrol, develop products for, advise or consult be connected with or render services for (as a director, an officer, employee, agent, broker, partner, consultant or contractor)otherwise, or otherwise engage or participate in activities any corporation or businesses, or establish any new businesses, within North America (including Mexico), Europe, or any country in which the Company is conducting other business during the time of the Executive’s employment with the Company (the “Territory”) any business that is competitive with the business operated by the Company, including any activities or business entity engaged in the Company Businessbusiness of buying, selling, developing, building and/or managing real estate facilities for the medical, healthcare and retirement sectors of the real estate industry. Officer understands and acknowledges that Corporation carries on business nationwide and that the nature of Corporation’s activities cannot be confined to a limited area. Accordingly, Officer agrees that the geographic scope of this Section 5 shall include the United States of America. Notwithstanding the foregoing, this Section 7 (a) shall be deemed not breached solely as a result of the ownership by the Executive or any of his or her Affiliates Officer of less than an aggregate of 2% of any class of the outstanding capital stock that of any corporation conducting such a competitive business which is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and is listed regularly traded on a national securities exchange; provided that such ownership represents exchange or in the over-the-counter market shall not be a passive investment and that violation of the Executive is not a controlling person of, or a member of a group that controls, such entityforegoing covenant. (b) To Simultaneously with Officer’s execution of this Agreement and upon each anniversary of the Effective Date, Officer shall notify the Chairman of the Compensation Committee of the nature and extent during of Officer’s investments, stock holdings, employment as an employee, director, or any similar interest in any business or enterprise other than Corporation; provided, however, that Officer shall have no obligation to disclose any investment under $100,000 in value or any holdings of publicly traded securities which are not in excess of one percent of the Restrictive Period, the Executive is entitled to any severance payments following the Employment Term and the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice outstanding class of such breach by the Executive to the Companysecurities. (c) This Officer shall not contact or solicit, directly or indirectly, any customer, client, tenant or account whose identity Officer obtained through association with Corporation, regardless of the geographical location of such customer, client, tenant or account, nor shall Officer, directly or indirectly, entice or induce, or attempt to entice or induce, any employee of Corporation to leave such employ, nor shall Officer employ any such person in any business similar to or in competition with that of Corporation. Officer hereby acknowledges and agrees that the provisions set forth in this Section 7 does not5 constitute a reasonable restriction on his ability to compete with Corporation and will not adversely affect his ability to earn income sufficient to support himself and/or his family. (d) The parties hereto agree that, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of event a court of competent jurisdiction shall determine that the geographical or an authorized government agencydurational elements of this covenant are unenforceable, provided that such compliance does determination shall not exceed that required by render the lawentire covenant unenforceable. Rather, regulation, or order. The Executive the excessive aspects of the covenant shall promptly provide written notice of any such order be reduced to the Chief Executive Officer or General Counsel (in threshold which is enforceable, and the case of the Chief Executive Officer)remaining aspects shall not be affected thereby.

Non-Competition. The Executive represents and warrants that he is not subject to and will not bring any material that is subject to any non-competition, non-disclosure, discoveries and works or other agreements that would prevent or restrict him from rendering services to the Corporation pursuant to this Agreement. Executive further represents and warrants that his employment and use of any material he brings will not violate the rights of any third party, including without limitation, pursuant to any competition or non-solicitation agreement. The Executive hereby agrees that he shall not (a) During without the Employment Period and, thereafter, until that date which is the shorter of one (1) year after the termination or expiration prior written consent of the Employment Period, Board which shall not be unreasonably withheld taking into account (the “Restrictive Period”i) the Executive agrees Executive’s career in the pulp and covenants he paper industry and (ii) his non-disclosure obligations under Section 6.1) during the Restricted Period and within the Prohibited Area whether on his own account or she it shall notin conjunction with or on behalf of any other person, and shall cause each whether as an employee, director, officer, shareholder, partner, principal, agent, or in any other capacity whatsoever other than as a consultant, in competition with the Corporation or any of his or her controlled Affiliates not toits Affiliates, directly or indirectly, own any interest in, controloperate, manage, operatecontrol, participate in, develop products forcarry on, advise be employed by, be engaged in, perform services in respect of, be concerned with, be financially interested in or consult with or render services for (as a director, officer, employee, agent, broker, partner, consultant or contractor)financially assist, or engage permit his name to be used in connection with the activities or businesses, or establish any new businesses, within North America (including Mexico), Europe, or any country in which the Company is conducting business during the from time to time of the Executive’s employment with the Company Corporation (the “TerritoryRestricted Business”) ), including the manufacture, sale and/or dealing in newsprint, commercial printing and packaging papers, market pulp and wood products, as well as research into, development, production, manufacture, sale, supply, import, export or marketing of any business that product which is the same or similar to or competitive with the business operated any product researched, developed, produced, manufactured, sold, supplied, imported, exported or marketed by the Company, including Corporation or by any activities or business engaged of its Affiliates in the Company Businesscontext of the above described activities during the term of this Agreement. Notwithstanding the foregoing, this Section 7 (a) shall be deemed not breached solely as a result of the ownership by the Executive or any of his or her Affiliates of less than an aggregate of 2% of any class of stock that is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and is listed on a national securities exchange; provided that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity. (b) To the extent during the Restrictive Periodforegoing restrictions, the Executive may acquire securities (i) of a class or series that is entitled to traded on any severance payments following stock exchange or over the Employment Term counter if such securities represent not more than two percent (2%) of the issued and the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice outstanding securities of such breach by class or series, (ii) of a mutual fund or other investment entity that invests in a portfolio the selection and management of which is not within the control of the investor, or (iii) held in a fully managed account where the Executive to the Company. (c) This Section 7 does not, not direct or influence in any way, restrict or impede manner the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Executive shall promptly provide written notice selection of any investment in such order to the Chief Executive Officer or General Counsel (in the case of the Chief Executive Officer)securities.

Non-Competition. Executive covenants and agrees that: --------------- (a) During the Employment Period andterm of this Agreement, thereafter, until that date which is he shall not without the shorter of one (1) year after the termination or expiration prior written consent of the Employment Period, (the “Restrictive Period”) the Executive agrees and covenants he or she it shall not, and shall cause each of his or her controlled Affiliates not toCorporation, directly or indirectly, own any interest inas an Executive, control, manage, operate, participate in, develop products for, advise or consult with or render services for (as a director, officer, employeeemployer, agent, brokerprincipal, proprietor, partner, consultant or contractor)stockholder, consultant, director, or corporate officer, engage in activities or businessesany business engaged in the high- speed, or establish any new businesses, within North America (including Mexico), Europe, or any country in which the Company is conducting transaction based electronic data transportation and delivery business during the time of the Executive’s employment with the Company (the “Territory”"Competitive Business") or render any services to any business that is competitive with the business operated by the Company, including any activities or business engaged in the Company a Competitive Business. Notwithstanding the foregoing, this Section 7 (a) shall be deemed not breached solely as a result of the ownership by the Executive or any of his or her Affiliates of less than an aggregate of 2% of any class of stock that is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and is listed on a national securities exchange; provided that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity. (b) To For a period of two years (the extent "Non-Competition Period") after Executive has ceased to be employed by the Corporation or any subsidiary of the Corporation, Executive shall not without the prior written consent of the Corporation: (1) directly or indirectly engage in, or (2) be employed by any person, firm, partnership, association, corporation or business organization, entity or enterprise that is, or is about to become, directly or indirectly engaged in, any Competitive Business. For purposes hereof, "Competitive Business" shall mean engaging or having a material interest, directly or indirectly as owner, employee, officer, director, partner, venturer or stockholder, capital investor, consultant, agent, principal advisor or otherwise, either alone or in association with others, in the operation of a high speed, transaction based, electronic data transportation and delivery business; provided, however, that the restrictions contained in this Subparagraph (b) shall not apply to any business that does not meet both of the following requirements: (1) the Corporation or a subsidiary of the Corporation shall have operated such business, or had such business in the planning or development stage therein, during the Restrictive Period, the Executive is entitled 120-day period immediately prior to any severance payments following the Employment Term and the Company breaches its obligations Executive's ceasing to make any such severance payments, the Restricted Period shall terminate on written notice of such breach be employed by the Executive to Corporation or any subsidiary of the CompanyCorporation, and (2) Executive, during such period, shall have had substantial planning development, administrative or operational responsibilities for such business of the corporation or such subsidiary of the Corporation in such area. (c) This Section 7 does notExecutive shall not during the Non-Competition Period (i) solicit any employee of the Corporation to engage in a Competitive Business, or (ii) personally solicit customers of the Corporation in a manner which is competitive with the Corporation. (d) If the scope of any restrictions contained in Subparagraphs 6(a), (b) or (c) hereof are too broad to permit enforcement of such restrictions to their full extent, then such restrictions shall be enforced to the maximum extent permitted by law, and Executive hereby consents and agrees that such scope may be judicially modified accordingly in any way, restrict or impede proceeding brought to enforce such restrictions. Ownership of less than five (5%) percent of the Executive from exercising protected rights to the extent that such rights canoutstanding stock of a corporation traded on a national securities exchange shall not be waived by agreement deemed to breach or from complying conflict with any applicable law the provisions of Subparagraphs (a) or regulation or a valid order (b) 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 Executive shall promptly provide written notice of any such order to the Chief Executive Officer or General Counsel (in the case of the Chief Executive Officer)this Section 6.

Non-Competition. (a) During the Employment Period and, thereafter, until that date which is Term and for a period of thirty-six (36) months following the shorter of one (1) year after the termination or expiration end of the Employment Period, Term (the “Restrictive Restricted Period”) ), the Executive agrees and covenants he or she it shall not, and shall cause each of his or her controlled Affiliates not to, directly or indirectly, unless otherwise approved by the Company’s Board of Directors (including in any such approval the affirmative vote or consent of a majority of the Company’s independent directors): a. in any manner whatsoever engage in any capacity in any business competitive with the Company's current lines of business (which comprise the design, development, marketing, sale, production and distribution of women’s apparel) or any business currently proposed to be engaged in by the Company, any of its subsidiaries (including the Company) or by any Company-controlled affiliates, with business currently proposed to be engaged in determined by reference to those future business developments described in the Dynasty Energy Resources, Inc. offering disclosure materials to investors in its private placement consummated concurrently with the reverse merger transaction between the Company and Dynasty Energy Resources, Inc. (collectively, the “Company's Business”) for the Executive’s own personal benefit or for the benefit of any person or entity other than the Company or any subsidiary or Company-controlled affiliate; or b. have any interest inas owner, controlsole proprietor, manageshareholder, operatepartner, participate inlender, develop products for, advise or consult with or render services for (as a director, officer, manager, employee, agentconsultant, broker, partner, consultant agent or contractor), or engage otherwise in activities or businesses, or establish any new businesses, within North America (including Mexico), Europe, or any country in which the Company is conducting business during the time of the Executive’s employment with the Company (the “Territory”) any business that is competitive with the Company's Business; provided, however, that: (i) the Executive may hold, directly or indirectly, solely as an investment, and with now role in operations or management, not more than five percent (5%) of the outstanding securities of any person or entity notwithstanding the fact that such person or entity is engaged in a business operated by competitive with the Company, including any activities or business engaged in the Company 's Business. Notwithstanding the foregoing, this Section 7 ; and (aii) shall be deemed not breached solely as a result family relatives of the ownership by Executive may own, control and manage the Executive or any business of his or her Affiliates of less than an aggregate of 2% of any class of stock that is subject the company without such activities being attributed to the periodic reporting requirements of the Securities Exchange Act of 1934Executive, as amended, and is listed on a national securities exchange; provided that such ownership represents a passive investment and that the Executive is not a controlling person ofat all time in compliance with the terms and conditions of the Non-Competition Agreement between it and the Company. In addition, or a member of a group that controls, such entity. (b) To the extent during the Restrictive Restricted Period, the Executive is entitled to shall not publicize, market or otherwise associate himself and/or his name, or any severance payments following derivative of his name, whether in Chinese or English, in connection with the Employment Term and the Company breaches its obligations to make development or marketing of any such severance paymentsany trademarks, the Restricted Period shall terminate on written notice of such breach by the Executive to designs or any other property for use in the Company. (c) This Section 7 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Executive shall promptly provide written notice 's Business on behalf of any such order to person or entity other than the Chief Executive Officer or General Counsel (in the case of the Chief Executive Officer)Company, its subsidiaries and Company-controlled affiliates.

Non-Competition. (a) During Upon any termination of Executive's employment hereunder pursuant to Section 4 hereof, Executive agrees not to compete with the Employment Period and, thereafter, until that date which is the shorter Association for a period of one (1) year after following such termination in any city, town or county in which the termination Executive's normal business office is located and the Association has an office or expiration has filed an application for regulatory approval to establish an office, determined as of the Employment Periodeffective date of such termination, (except as agreed to pursuant to a resolution duly adopted by the “Restrictive Period”) the Board. Executive agrees that during such period and covenants he within said cities, towns and counties, Executive shall not work for or she it shall notadvise, and shall cause each of his consult or her controlled Affiliates not tootherwise serve with, directly or indirectly, own any interest inentity whose business materially competes with the depository, controllending or other business activities of the Association. The parties hereto, managerecognizing that irreparable injury will result to the Association, operateits business and property in the event of Executive's breach of this Subsection 10(a) agree that in the event of any such breach by Executive, participate inthe Association, develop products forwill be entitled, advise in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employees and all persons acting for or consult with under the direction of Executive. Nothing herein will be construed as prohibiting the Association from pursuing any other remedies available to the Association for such breach or render services threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for (business activities of the Association and affiliates thereof, as it may exist from time to time, is a directorvaluable, officerspecial and unique asset of the business of the Association. Executive will not, employeeduring or after the term of his employment, agentdisclose any knowledge of the past, brokerpresent, partnerplanned or considered business activities of the Association or affiliates thereof to any person, consultant or contractor)firm, corporation, or engage in activities other entity for any reason or businesses, or establish any new businesses, within North America (including Mexico), Europe, or any country in which the Company is conducting business during the time of the Executive’s employment with the Company (the “Territory”) any business that is competitive with the business operated by the Company, including any activities or business engaged in the Company Businesspurpose whatsoever. Notwithstanding the foregoing, this Section 7 (a) shall be deemed Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not breached solely as a result and exclusively derived from the business plans and activities of the ownership by Association. Further, Executive may disclose information regarding the Executive or any business activities of his or her Affiliates of less than an aggregate of 2% of any class of stock that is subject the Association to the periodic reporting requirements OTS and the Federal Deposit Insurance Corporation ("FDIC") pursuant to a formal regulatory request. In the event of a breach or threatened breach by Executive of the Securities Exchange Act provisions of 1934this Section, as amendedthe Association will be entitled to an injunction restraining Executive from disclosing, and is listed on a national securities exchange; provided that such ownership represents a passive investment and that in whole or in part, the Executive is not a controlling person ofknowledge of the past, present, planned or considered business activities of the Association or affiliates thereof, or a member of a group that controls, such entity. (b) To the extent during the Restrictive Period, the Executive is entitled from rendering any services to any severance payments following person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Employment Term and Association from pursuing any other remedies available to the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice of Association for such breach by or threatened breach, including the Executive to the Companyrecovery of damages from Executive. (c) This Section 7 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Executive shall promptly provide written notice of any such order to the Chief Executive Officer or General Counsel (in the case of the Chief Executive Officer).

Non-Competition. (a) During the Employment Period term of this Agreement or any renewal thereof and, at Company's option for a period of up to one year thereafter, until should the Executive's contract be terminated or not be renewed, the Executive agrees that date he will not within the geographical area of the United States, engage, either directly or indirectly, individually or as an owner, partner, joint venturer, employee, officer, director, stockholder, consultant, independent contractor or lender of or to any corporation, holding Company or other business entity which is in a business similar to that of Company or any of its affiliates. In the shorter event that Company chooses to exercise its option to prevent the Executive from competing with Company following termination or non-renewal of his employment, Company shall notify the Executive in writing within two (2) weeks following his last day of employment or within two (2) weeks of notice by Company of its decision that the Executive shall take a leave-of-absence, in either case specifying the period of up to one year following termination, resignation, or non-renewal of employment during which such competitive activity shall be prohibited. In the event Company exercises its option, Company shall continue to pay Executive his Base Salary at the rate applicable at the time of termination, resignation or non-renewal for the period during which the Executive is prohibited from competition with Company, plus an amount equal to the Incentive Compensation paid to him for the prior fiscal year, pro-rated for the period during which the Executive is prohibited from competition with the Company (if less than a full year); provided, however, that the Company shall not be obligated to make any such payments (and shall be entitled to a refund of any payments actually made) to the extent that Executive violates his obligation of non-competition or invalidates such obligation through legal action. Notwithstanding the foregoing, the Executive (as hereinbefore described in Section 2(d)) may own five (5%) percent of the securities of any business in competition with the business of Company or any of its affiliates, which securities are regularly traded on a public exchange, provided that any such ownership shall not result in the Executive becoming a record or beneficial owner at any time of more than five (5%) percent of equity securities of said business entity. (b) The Executive shall not during the term of his Employment under this Agreement or any renewal thereof, and for a period of one (1) year after thereafter, solicit or arrange to have any other person or entity solicit any person who was employed by the termination or expiration of the Employment Period, (the “Restrictive Period”) the Executive agrees and covenants he or she it shall not, and shall cause each of his or her controlled Affiliates not to, directly or indirectly, own any interest in, control, manage, operate, participate in, develop products for, advise or consult with or render services for (as a director, officer, employee, agent, broker, partner, consultant or contractor), or engage in activities or businesses, or establish any new businesses, within North America (including Mexico), Europe, Company or any country in which the Company is conducting business during the time of the Executive’s its affiliated companies having an annual compensation of at least U.S. $50,000 per annum for other employment or otherwise induce such employees to terminate their employment with the Company (the “Territory”) any business that is competitive with the business operated by the Company, including any activities or business engaged in the Company Business. Notwithstanding the foregoing, this Section 7 (a) shall be deemed not breached solely as a result of the ownership by the Executive or any of his or her Affiliates of less than an aggregate of 2% of any class of stock that is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and is listed on a national securities exchange; provided that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity. (b) To the extent during the Restrictive Period, the Executive is entitled to any severance payments following the Employment Term and the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice of such breach by the Executive to the Companyaffiliates. (c) This If any provision of this Section 7 does notis held to be unenforceable because of the scope, in any wayduration or area of its applicability or otherwise, restrict the legal entity making that determination will have the power to modify the scope, duration or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulationarea, or order. The Executive shall promptly provide written notice all of any such order to them, and the Chief Executive Officer or General Counsel (provision will then apply in the case of the Chief Executive Officer)its modified form.

Non-Competition. (a) During Executive recognizes and agrees that Internap has many substantial, legitimate business interests that can be protected only by his agreement not to compete with Internap under certain circumstances. These interests include, without limitation and on a national basis, Internap’s contacts and relationships with its clients and active prospects, Internap’s reputation and goodwill in the Employment Period andindustry, thereafterand Internap’s rights in its Confidential Information. Therefore, until Executive agrees that date which is during the shorter term of his employment with Internap and for a period of one (1) year after his employment ends for any reason whatsoever and except as provided in the termination or expiration of the Employment Periodparagraph immediately following, (the “Restrictive Period”) the Executive agrees and covenants he or she it shall not, and shall cause each of his voluntarily or her controlled Affiliates not toinvoluntarily, directly or indirectly, on his own any interest inbehalf or on the behalf of another, control, manage, operate, participate in, develop products for, advise or consult with or render services for (whether as a director, officer, an employee, agentcontractor, brokerconsultant, partnerdirector or agent or in another capacity, consultant or contractor), or engage in activities the businesses of (i) managed high performance Internet connectivity, (ii) hosting or businessescolocation services, (iii) virtual private network services (iv) content distribution network services or establish (v) any new businesses, within North America (including Mexico), Europe, or any country other line of business in which the Company company is conducting business during then engaged for (x) any account that is a customer of Internap or its affiliates unless he is providing substantially different services to any such customer from the time services he provided to Internap or (y) any competitor of the Internap or its affiliates. If, within one year after commencement of Executive’s employment with the Company (the “Territory”) Company, Executive voluntarily terminates such employment or such employment is terminated for any business that is competitive with the business operated reason by the Company, the non-compete period shall be equal to the number of days that Executive was an employee of the Company prior to such termination. Executive also agrees that during the term of his employment with Internap and for a period of one (1) years after such employment ends for any reason whatsoever, he shall not directly or indirectly employ or seek to employ any person employed by Internap nor directly or indirectly solicit or induce any such person to leave Internap. Executive acknowledges that the breach or threatened breach of the above noncompetition and/or nondisclosure provisions would cause irreparable injury to Internap that could not be adequately compensated by money damages. Internap may obtain a restraining order and/or injunction prohibiting my breach or threatened breach of the noncompetition and/or nondisclosure provisions, in addition to any other legal or equitable remedies that may be available. Executive agrees that the above noncompetition provision, including any activities its duration, scope and geographic extent, is fair and reasonably necessary to protect Internap’s client relationships, goodwill, Confidential Information and other protectable interests. Provided that Executive has been employed with the Company for at least one year, if Executive wishes to compete with the Company during the one-year period after his termination of employment, Executive will submit a bona fide written offer of employment he has received from a prospective employer to the Company’s Chief Executive Officer and General Counsel, who will analyze such proposed employment in light of the then current facts and circumstances. The Chief Executive Officer may, in his sole and reasonable discretion, provide a written waiver of all or business engaged a portion of the non-compete limitations imposed on Executive. If such written waiver is unreasonably withheld, Executive shall remain subject to the non-compete limitations. The non-solicitation obligations set forth above are not subject to the potential waiver described in the preceding sentence and will remain in full force and effect pursuant to its terms. Executive will fully defend, indemnify and hold harmless the Company Business. Notwithstanding the foregoing, this Section 7 (a) shall be deemed not breached solely for any claims brought against it by Executive or third parties as a result of the ownership by the Executive or any of his or her Affiliates of less than an aggregate of 2% of any class of stock that is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and is listed on a national securities exchange; provided that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity. (b) To the extent during the Restrictive Period, the Executive is entitled to any severance payments following the Employment Term and decision the Company breaches its obligations makes not to make any such severance payments, the Restricted Period shall terminate on written notice of such breach by the Executive to the Companywaive Executive’s non-compete obligations. (c) This Section 7 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Executive shall promptly provide written notice of any such order to the Chief Executive Officer or General Counsel (in the case of the Chief Executive Officer).

Non-Competition. As a condition precedent to HK's obligation to enter into and perform its obligations under the Merger Agreement, each Shareholder agrees that: (a) During the Employment Period and, thereafter, until that date which is the shorter For a period of one five (15) year years after the termination or expiration of the Employment Period, Closing Date (the “Restrictive "Non-Competition Period”) the Executive agrees and covenants he or she it "), such Shareholder shall not, and shall cause each of his or her controlled Affiliates not to, directly or indirectly, own either for himself or for any other person, "participate" anywhere in the world in the business as currently conducted by or as proposed to be conducted by the Company and its Subsidiaries, including but not limited to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Agreement, the term "participate" includes any direct or indirect interest inin any enterprise, controlwhether as an officer, manage, operate, participate in, develop products for, advise or consult with or render services for (as a director, officer, employee, partner, sole proprietor, agent, brokerrepresentative, partnerindependent contractor, consultant consultant, franchisor, franchisee, creditor, owner or contractor)otherwise; provided, or engage in activities or businesses, or establish any new businesses, within North America (including Mexico), Europe, or any country in which that the Company is conducting business during the time of the Executive’s employment with the Company (the “Territory”) any business that is competitive with the business operated by the Company, including any activities or business engaged in the Company Business. Notwithstanding the foregoing, this Section 7 (a) term "participate" shall be deemed not breached solely as a result of the include ownership by the Executive or any of his or her Affiliates of less than an aggregate of 25% of any class the stock of a publicly-held corporation whose stock that is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and is listed traded on a national securities exchange; provided that such ownership represents a passive investment and that exchange or in the Executive is not a controlling person of, over-the-counter market or a member the continued participation by the Shareholder on the Board of a group that controls, such entityDirectors of any company in which he serves as of the date hereof. (b) To During the extent during the Restrictive Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the Executive use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is entitled to any severance payments following or becomes part of the Employment Term and public domain other than through breach of this Agreement or through the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice fault of such breach by the Executive Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, (ii) is required to be disclosed by law or government order (but only to the extent so required), or (iii) is used by such Shareholder in any other lines of business (but only to the extent so used). (c) This During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and Parent. (d) If at the time of enforcement of this Section 7 does not8, a court holds that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions of this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any wayother rights and remedies existing in their favor, restrict to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or impede actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the Executive from exercising protected rights provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the extent that length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order violation). In the event of a court of competent jurisdiction breach or an authorized government agency, provided that violation by such compliance does not exceed that required by the law, regulation, or order. The Executive shall promptly provide written notice Shareholder of any such order to the Chief Executive Officer or General Counsel (in the case of the Chief Executive Officer)provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach or violation.

Non-Competition. Executive Officer acknowledges that the Sterling Entities are providing Executive with access to Confidential Information as defined below. Ancillary to Executive Officer’s agreement not to disclose Confidential Information, to protect the Confidential Information described below, and in consideration for Executive Officer receiving access to this Confidential Information, being entitled to Severance Payments, having rights after a Change in Control, and other benefits provided in this Agreement, the Sterling Entities and Executive Officer agree to the following non-competition provisions. The Executive Officer shall not, during the time that he/she is employed by any Sterling Entity and, in the event of a termination of employment for Cause, an Involuntary Termination, or a termination of employment by the Executive Officer, for a period of twelve (12) months after any such termination: (a) During the Employment Period and, thereafter, until that date which is the shorter of one (1) year after the termination or expiration of the Employment Period, (the “Restrictive Period”) the Executive agrees and covenants he or she it shall not, and shall cause each of his or her controlled Affiliates not to, directly or indirectly, own any interest in, controlown, manage, operate, participate incontrol, develop products for, advise invest or consult with or render services for acquire an equity interest in any financial institution (as a director, officer, employee, agent, broker, partner, consultant or contractor), or engage in activities or businesses, or establish any new businesses, within North America (including Mexico), Europe, or any country affiliate thereof including, without limitation, any bank holding company or financial holding company) with $10 billion or less in which the Company is assets located or conducting business during the time in ▇▇▇▇▇▇ County, Texas or any of the Executive’s employment with the Company its contiguous counties (the “Territory”) any business that is competitive which competes with the business operated conducted by any Sterling Entity; (b) engage in or carry on, either directly or indirectly, whether for himself or as an employee, officer, director, agent, consultant, proprietor, partner, stockholder, member, joint venturer, investor, or other paid participant, any business with, on behalf of or as a financial institution within the CompanyTerritory which competes with the business conducted by any Sterling Entity; (c) request or induce any customer, including depositor or borrower of any activities Sterling Entity or any other person which has a business engaged relationship with any Sterling Entity to curtail, cancel, or otherwise discontinue its business or relationship with any such Sterling Entity; or (d) publicly denigrate or in any manner undertake to publicly discredit any of the Company BusinessSterling Entities or any person or operation associated with any Sterling Entity. Notwithstanding the foregoing, nothing contained in this Section 7 (a) Agreement shall be deemed not breached solely as a result of the ownership by prohibit the Executive Officer from owning any issue of stock or any of his or her Affiliates of less than an aggregate of 2% securities of any class corporation the securities of stock that is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and is listed which are either traded on a national securities exchange; provided that such ownership represents exchange or quoted on the automated quotation system of the National Association of Securities Dealers, Inc. and which is engaged in a passive investment and that business which is in competition with any Sterling Entity so long as (i) the Executive Officer is not deemed to be an “affiliate” of such entity as such term is used in paragraphs (c) and (d) of Rule 145 under the Securities Act of 1933 and (ii) the Executive Officer and members of his immediate family do not own or hold more than one percent (1%) of any voting securities of such entity. Executive Officer warrants that Executive Officer is not a controlling person ofparty to any other restrictive agreement limiting Executive Officer’s activities for the Sterling Entities. Executive Officer further warrants that at the time of the signing of this Agreement, Executive Officer knows of no written or oral contract or of any other impediment that would inhibit or prohibit employment with the Sterling Entities and that Executive will not knowingly use any trade secret, confidential information, or a member other intellectual property right of a group that controls, such entity. (b) To any other party in the extent during performance of Executive Officer’s duties hereunder. Executive Officer shall hold the Restrictive Period, the Executive is entitled to Sterling Entities harmless from any severance payments following the Employment Term and the Company breaches its obligations to make all suits and claims arising out of any such severance payments, the Restricted Period shall terminate on written notice breach of such breach by the Executive to the Company. (c) This Section 7 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by restrictive 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 Executive shall promptly provide written notice of any such order to the Chief Executive Officer or General Counsel (in the case of the Chief Executive Officer)contracts.

Non-Competition. (a) During Executive agrees that, during the Employment Period andand for a period of twelve (12) months after the Employment Period ends, thereafterwhether voluntarily or involuntarily, until that date which is the shorter of one Executive will not directly or indirectly: (1) year after induce or attempt to induce any person who is employed by or otherwise engaged to perform services for the termination Corporation to cease working for the Corporation; (2) induce or expiration attempt to induce any customer, client, vendor, or supplier of the Corporation to cease doing business with the Corporation; or (3) engage or participate, either individually or as an employee, contractor, consultant, principal, owner, partner, agent, trustee, officer, director or shareholder of a corporation, partnership or other business entity, in any business which competes with the Corporation or engages in any line of business which the Corporation has entered or internally announced an intention to enter prior to the end of the Employment Period, (including, without limitation, the “Restrictive Period”) provision of radiology services through the Executive agrees and covenants he or she it shall not, and shall cause each of his or her controlled Affiliates not to, directly or indirectly, own any interest in, control, manage, operate, participate in, develop products for, advise or consult with or render services for (as a director, officer, employee, agent, broker, partner, consultant or contractor), or engage in activities or businesses, or establish any new businesses, within North America (including Mexico), Europe, or any country in which the Company is conducting business during the time of the Executive’s employment with the Company (the “Territory”) any business that is competitive with the business operated by the Company, including any activities or business engaged in the Company BusinessInternet to Providers. Notwithstanding the foregoing, nothing in this Section 7 (a) Article shall be deemed not breached solely as a result to preclude Executive from holding less than 1% of the ownership by the Executive or any of his or her Affiliates of less than an aggregate of 2% outstanding capital stock of any class of stock that is subject corporation required to file periodic reports with the periodic reporting requirements Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and is the securities of which are listed on a any national securities exchange; provided that such ownership represents a passive investment and that exchange or quoted on the Executive is not a controlling person of, National Association of Securities Dealers Automated Quotation System or a member of a group that controls, such entitytraded on the over-the-counter market. (b) To Executive acknowledges that the extent during Corporation has expended substantial time and expense in the Restrictive Periodacquisition, research and development of processes, technology, techniques and products which are unique to the Corporation or not generally known to others and which could be unfairly taken or used by others in competition with the Corporation, and further acknowledges that competition with the Corporation is not based strictly on geographical location. Accordingly, Executive agrees that the restrictions contained in this Agreement are reasonable. If the scope of the restrictions contained herein is entitled too broad to any severance payments following the Employment Term and the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice permit enforcement of such breach by the Executive restrictions to their full extent, then such restrictions shall be construed or re-written (“blue-lined”) so as to be enforceable to the Company. (c) This Section 7 does notmaximum extent permitted by law, in any wayand Executive hereby consents, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order/s/ ▇▇▇▇▇ ▇▇▇▇▇ Executive /s/ ▇▇▇▇ ▇. The Executive shall promptly provide written notice of any such order to the Chief Executive Officer or General Counsel (in the case of the Chief Executive Officer).▇▇▇▇▇ Corporation

Non-Competition. (a) During Because of the Company’s legitimate business interests as described herein and the good and valuable consideration offered to the Executive, during the Employment Period and, thereafter, until that date which is Term and for a twelve (12)-month period beginning on the shorter of one (1) year after the termination or expiration of the Employment Period, (the “Restrictive Period”) the Executive agrees and covenants he or she it shall not, and shall cause each of his or her controlled Affiliates not to, directly or indirectly, own any interest in, control, manage, operate, participate in, develop products for, advise or consult with or render services for (as a director, officer, employee, agent, broker, partner, consultant or contractor), or engage in activities or businesses, or establish any new businesses, within North America (including Mexico), Europe, or any country in which the Company is conducting business during the time last day of the Executive’s employment with the Company (the “TerritoryNon-Competition Period”) ), for any reason or no reason and whether employment is terminated at the option of the Executive or the Company, the Executive agrees and covenants not to engage in Prohibited Activity within the United States. For purposes of this Section 7, “Prohibited Activity” is activity in which the Executive contributes his knowledge, directly or indirectly, in whole or in part, as an employee, employer, owner, operator, manager, advisor, consultant, agent, employee, partner, director, stockholder, officer, volunteer, intern or any other similar capacity to an entity engaged in the same or similar business that is competitive with the business operated by as the Company, including any activities or business those engaged in the Company Businessbusiness of researching, developing or commercializing any products or services relating to medical devices that aid in human respiration, including medical devices that provide or facilitate drug delivery through the respiratory system and medical devices that monitor the respiratory system. Notwithstanding Prohibited Activity also includes activity that may require or inevitably requires disclosure of trade secrets, proprietary information or Confidential Information. Nothing herein shall prohibit the foregoing, this Section 7 Executive from purchasing or owning less than two percent (a2%) shall be deemed not breached solely as a result of the ownership by the Executive or any of his or her Affiliates of less than an aggregate of 2% publicly traded securities of any class of stock that is subject to the periodic reporting requirements of the Securities Exchange Act of 1934corporation, as amended, and is listed on a national securities exchange; provided that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity. (b) To the extent during the Restrictive Period, the Executive is entitled to any severance payments following the Employment Term and the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice of such breach by the Executive to the Company. (c) corporation. This Section 7 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, regulation or order. The Executive shall promptly provide written notice of any such order to the Chief Executive Officer or General Counsel (in the case Chairman of the Chief Executive Officer)Board.

Non-Competition. During the Restricted Period, the Executive shall not, without the Company’s prior written consent, 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 a Protected Party, organize, establish, own, operate, manage, control, engage 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 engage in the business of providing financial products or services to ▇▇▇▇-▇▇▇▇▇▇▇ employee benefit plans, labor unions, employee benefit plans associated with labor unions in any manner, or other entities associated or affiliated with labor unions (the “Business”). Notwithstanding the foregoing, nothing in this Agreement shall prevent the Executive from (a) During the Employment Period andowning for passive investment purposes not intended to circumvent this Agreement, thereafter, until that date which is the shorter of one less than 1 percent (1%) year after the termination or expiration of the Employment Period, publicly traded common equity securities of any company engaged in the Business (the “Restrictive Period”) so long as the Executive agrees has no power to manage, operate, advise, consult with or control the competing enterprise and covenants he no power, alone or she it shall notin conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and shall cause each customary voting powers afforded the Executive in connection with any permissible equity ownership) or (b) being employed by or otherwise associated with (including as a director) an organization or entity of his or her controlled Affiliates not towhich a subsidiary, division, segment, unit, etc. is engaged in the Business (a “Competing Division”), including in a position to which employees of the Competing Division report, directly or indirectly, own any interest inprovided that the Executive has no direct responsibilities with such Competing Division other than having general responsibility for the operation of such Competing Division. For the avoidance of doubt, control, manage, operate, participate in, develop products for, advise the Executive may be an officer of a bank or consult with investment advisor or render services for (as a director, officer, employee, agent, broker, partner, consultant union or contractor), or engage in activities or businesses, or establish any new businesses, within North America (including Mexico), Europe, or any country in which the Company is conducting business during the time of the Executive’s employment with the Company (the “Territory”) any business related organization that is competitive with the business operated by the Company, including any activities or business engaged engages in the Company Business. Notwithstanding the foregoing, this Section 7 (a) shall be deemed not breached solely as a result of the ownership by the Executive or any of his or her Affiliates of less than an aggregate of 2% of any class of stock that is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and is listed on a national securities exchange; provided that such ownership represents a passive investment and that the Executive is not a controlling person ofdirectly employed in, or a member of a group that controls, such entity. (b) To the extent during the Restrictive Periodworking in, the Executive is entitled to any severance payments following the Employment Term and the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice of such breach by the Executive to the CompanyCompeting Division. (c) This Section 7 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Executive shall promptly provide written notice of any such order to the Chief Executive Officer or General Counsel (in the case of the Chief Executive Officer).

Non-Competition. (a) During The Executive agrees that his services hereunder are of a special character, and his position with the Employment Period and, thereafter, until that date which is Company places him in a position of confidence and trust with the shorter of one (1) year after the termination or expiration customers and employees of the Employment PeriodCompany. The Executive and the Company agree that in the course of employment hereunder, (the “Restrictive Period”) Executive has and will continue to develop a personal acquaintanceship and relationship with the Company's customers, and a knowledge of those customers' affairs and requirements which may constitute the Company's primary or only contact with such customers. The Executive consequently agrees that it is reasonable and necessary for the protection of the goodwill and business of the Company that the Executive make the covenants contained herein. Accordingly, the Executive agrees that while he is in the Company's employ and covenants he or she it shall for a period of 2 years thereafter the Executive will not, and shall cause each without the prior written consent of his or her controlled Affiliates not tothe Company, either directly or indirectly, own or in any interest in, control, manage, operate, participate in, develop products for, advise or consult with or render services for (capacity whether as a directorpromoter proprietor, officerpartner, joint venturer, employee, agent, brokerconsultant, partnerdirector, consultant or contractor)officer, manager, shareholder (except as a shareholder holding less than Five Percent (5%) of a publicly traded company's issued and outstanding capital stock, or engage otherwise) work for, act as a consultant to or own any interest in any direct competitor of the Company which operates in or provides services essentially the same as the Company. For purposes hereof a Direct Competitor is a business, or a division of a business, which is engaged in providing discount dining or restaurant services, whether through use of barter, trade credits, scrip or similar items or printing, selling, distributing or soliciting of a charge card for discount services and activities or businesses, promoting a charge card or establish any new businesses, within North America (including Mexico), Europe, providing services the same as or any country in which similar to that sold or offered by the Company is conducting business during the time or Network. The Executive further agrees that he will not solicit, entice, induce or persuade, either directly or indirectly, any employee or customer of the Executive’s employment Company to alter, terminate or refrain from extending or renewing any contractual or other relationship with the Company (the “Territory”) any business that is competitive with the business operated by the Company, including any activities or business engaged in the Company Business. Notwithstanding the foregoing, this Section 7 (a) shall be deemed not breached solely as commence a result of the ownership by similar or substantially similar relationship with the Executive or any of his or her Affiliates of less than an aggregate of 2% of any class of stock that is subject to the periodic reporting requirements direct competitor of the Securities Exchange Act of 1934, as amended, and is listed on a national securities exchange; provided that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entityCompany. (b) To the extent during the Restrictive PeriodAs used in this paragraph 10, the Executive is entitled to any severance payments following the Employment Term term "Company" and "Network" shall include subsidiaries of the Company breaches its obligations to make any such severance paymentsand Network, the Restricted Period term "customer" shall terminate on written notice of such breach by the Executive to the Companymean. (c) This Section 7 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Executive shall promptly provide written notice of any such order to the Chief Executive Officer or General Counsel (in the case of the Chief Executive Officer).

Non-Competition. (a) During As material consideration for the Employment Period andSurviving Corporation's performance of its obligations under and as provided for in the Merger Agreement, thereafterfor all benefits to be conferred on the Executive and his affiliates pursuant to and in connection with the transactions contemplated by the Merger Agreement, until and in order to protect the confidential information of the Company and the Surviving Corporation, Executive covenants and agrees, for the benefit of the Surviving Corporation and each subsidiary of the Surviving Corporation, that date which is the shorter of one (1) year for three years after the termination or expiration of the Employment Period, (the “Restrictive Period”) Effective Date the Executive agrees and covenants he or she it shall not, and shall cause each of his or her controlled Affiliates not to, directly or indirectly, do any of the following: (a) engage in any rental purchase, rental or rent-to-own business or any interest inrelated business activities that are competitive with the current rental purchase, controlrental, managerent-to-own and related business of the Company or of the Surviving Corporation in the states, operateor otherwise within a twenty- five mile radius of any store location, participate inat which the Surviving Corporation conducts or at which, develop products forimmediately prior to the Merger, advise the Company conducted its rental purchase, rental, rent-to-own and related business all of which states and locations are set forth on Exhibit A attached hereto [TO BE ATTACHED AT SIGNING]. As used herein, the term "engage in any business" shall mean and be deemed to include, but not be limited to: (i) directly engaging in a business; or consult with (ii) carrying on a business through: (a) a general or render services for limited or partnership in which Executive is a general or limited partner; (as a b) any joint venture in which Executive is an owner; or (c) any corporation in which Executive is an officer, director, officer, employee, agentshareholder, broker, partner, consultant option holder or contractor), or engage in activities or businesses, or establish any new businesses, within North America (including Mexico), Europe, or any country in which the Company is conducting business during the time of the Executive’s employment with the Company (the “Territory”) any business that is competitive with the business operated by the Company, including any activities or business engaged in the Company Businessconsultant. Notwithstanding the foregoing, this Section 7 (a) the Executive shall be deemed not breached entitled (A) to own Rent-Way Common Stock, including RWI Shares received in connection with the Merger and (B) to purchase or own, solely as a result passive investment, up to two percent (2%) of the ownership by the Executive or any of his or her Affiliates of less than an aggregate of 2% issued and outstanding shares of any class securities of any corporation the shares of common stock that is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and is listed which are traded on a national securities exchangeexchange or on the Nasdaq National Market which is engaged in business that is competitive to that of the Surviving Corporation; provided that Executive renders no advice of any kind to management of such ownership represents a passive corporation and does not actively participate in or control, directly or indirectly, any investment and that or other decision with respect to such corporation or other entity without the Executive is not a controlling person of, or a member express prior written consent of a group that controls, such entity.Surviving Corporation exercisable in its sole discretion; (b) To solicit any employee of the extent during the Restrictive Period, Surviving Corporation with whom the Executive is entitled to has had contact or any severance payments following subsidiary of the Employment Term and the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice of such breach by Surviving Corporation with whom the Executive has had contact to terminate his or her employment with the Company.Surviving Corporation or such subsidiary of the Surviving Corporation; or (c) This Section 7 does notintentionally cause, in by word or deed, any wayperson, restrict firm, corporation or impede other entity having a business relationship with the Executive from exercising protected rights Surviving Corporation or any subsidiary of the Surviving Corporation to the extent that sever such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulationrelationship with, or order. The Executive shall promptly provide written notice of commit any act inimical to, the Surviving Corporation or such order to the Chief Executive Officer or General Counsel (in the case subsidiary of the Chief Executive Officer)Surviving Corporation.

Non-Competition. (a) During the Employment Period and, thereafter, until that date which is the shorter of one (1) year after the termination or expiration of the Employment Period, (the “Restrictive Period”) the Executive agrees and covenants he or that she it shall will not, and shall cause each for herself, on behalf of, or in conjunction with any person, firm, corporation or entity, either as principal, employee, shareholder, member, director, partner, consultant, owner or part-owner of his any corporation, partnership or her controlled Affiliates not toany other type of business entity, directly or indirectly, own any interest in, controlown, manage, operate, control, be employed by, participate in, develop products foror be connected in any manner with the ownership, advise or consult with or render services for (as a directormanagement, officer, employee, agent, broker, partner, consultant or contractor)operation, or engage in activities or businesses, or establish any new businesses, within North America (including Mexico), Europe, or any country in which the Company is conducting business during the time control of the Executive’s employment with the Company (the “Territory”) any business that is similar to or competitive with the business operated presently conducted by the Company, including any activities or business engaged anywhere in the Company BusinessUnited States for a period of one year (the “Non-Compete Period”) from the termination of this Agreement. Notwithstanding However, in the foregoingevent of the termination of Executive's employment pursuant to Section 7(d) or 7(f), this Section 7 (a) the Non-Compete Period shall be deemed six months. Executive agrees not breached solely as a result of the ownership to hire, solicit or attempt to solicit for employment by the Executive or any company to which she may be involved, either directly or indirectly, any party who is an employee or independent contractor of his the Company or her Affiliates any entity which is affiliated with the Company, or any person who was an employee or independent contractor of less than an aggregate the Company or any entity which is affiliated with the Company within the one year period immediately following the termination of 2% this Agreement. Executive acknowledges that she has carefully read and considered all provisions of any class of stock that is subject this Agreement and agrees that: (i) Due to the periodic reporting requirements nature of the Securities Exchange Act Company's business, the foregoing covenants place no greater restraint upon Executive than is reasonably necessary to protect the business and goodwill of 1934, as amended, the Company; (ii) These covenants protect the legitimate interests of the Company and is listed on a national securities exchange; provided that such ownership represents a passive investment and that do not serve solely to limit the Executive Company's future competition; (iii) This Agreement is not a controlling person of, an invalid or a member unreasonable restraint of a group that controls, such entity.trade; (biv) To the extent during the Restrictive Period, the A breach of these covenants by Executive is entitled to any severance payments following the Employment Term and the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice of such breach by the Executive would cause irreparable damage to the Company.; (cv) This Section 7 does not, These covenants are reasonable in any way, restrict or impede scope and are reasonably necessary to protect the Executive from exercising protected rights to Company's business and goodwill which the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order Company has established through its own expense and effort; and (vi) The signing of a court this Agreement is necessary as part of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Executive shall promptly provide written notice consummation of any such order to the Chief Executive Officer or General Counsel (transactions described in the case of the Chief Executive Officer)preamble.

Non-Competition. (a) During Upon any termination of Executive's employment hereunder pursuant to Section 4 hereof, Executive agrees not to compete with the Employment Period and, thereafter, until that date which is the shorter Institution for a period of one (1) year after following such termination in any city, town or county in which the termination Executive's normal business office is located and the Institution has an office or expiration has filed an application for regulatory approval to establish an office, determined as of the Employment Periodeffective date of such termination, (except as agreed to pursuant to a resolution duly adopted by the “Restrictive Period”) the Board. Executive agrees that during such period and covenants he within said cities, towns and counties, Executive shall not work for or she it shall notadvise, and shall cause each of his consult or her controlled Affiliates not tootherwise serve with, directly or indirectly, own any interest inentity whose business materially competes with the depository, controllending or other business activities of the Institution. The parties hereto, managerecognizing that irreparable injury will result to the Institution, operateits business and property in the event of Executive's breach of this Subsection 11(a) agree that in the event of any such breach by Executive, participate inthe Institution, develop products forwill be entitled, advise in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employees and all persons acting for or consult with under the direction of Executive. Nothing herein will be construed as prohibiting the Institution from pursuing any other remedies available to the Institution for such breach or render services threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for (business activities of the Institution and affiliates thereof, as it may exist from time to time, is a directorvaluable, officerspecial and unique asset of the business of the Institution. Executive will not, employeeduring or after the term of his employment, agentdisclose any knowledge of the past, brokerpresent, partnerplanned or considered business activities of the Institution or affiliates thereof to any person, consultant or contractor)firm, corporation, or engage in activities other entity for any reason or businessespurpose whatsoever, or establish any new businesses, within North America (including Mexico), Europe, or any country in which the Company is conducting business during the time of the Executive’s employment with the Company (the “Territory”) any business that is competitive with the business operated unless expressly authorized by the Company, including any activities Board of Directors or business engaged in the Company Businessrequired by law. Notwithstanding the foregoing, this Section 7 (a) shall be deemed Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not breached solely as a result and exclusively derived from the business plans and activities of the ownership Institution. In the event of a breach or threatened breach by Executive of the provisions of this Section, the Institution will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Institution or affiliates thereof, or from rendering any of his services to any person, firm, corporation, other entity to whom such knowledge, in whole or her Affiliates of less than an aggregate of 2% of in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Institution from pursuing any class of stock that is subject other remedies available to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and is listed on a national securities exchange; provided that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity. (b) To the extent during the Restrictive Period, the Executive is entitled to any severance payments following the Employment Term and the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice of Institution for such breach by or threatened breach, including the Executive to the Companyrecovery of damages from Executive. (c) This Section 7 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Executive shall promptly provide written notice of any such order to the Chief Executive Officer or General Counsel (in the case of the Chief Executive Officer).

Non-Competition. Your PSUs, whether vested (abut unsettled) During or unvested, and including any PSUs resulting from dividend equivalent rights, shall be immediately forfeited if, after your separation from employment with the Employment Period andCorporation or its Affiliates by reason of your (i) Retirement-Eligible Event or (ii) termination providing transition/separation pay as specified in Sections 2.2(b) and 2.2(c) respectively, thereafter, until that date which is and before the shorter of one (1) year after the termination or expiration end of the Employment Restricted Period, (the “Restrictive Period”) the Executive agrees and covenants he or she it shall not, and shall cause each of his or her controlled Affiliates not toyou, directly or indirectlyindirectly (without the prior written consent of the Corporation), own any interest in, control, manage, operate, participate in, develop products for, advise or consult with or render services for (i) associate (including as a director, officer, employee, agent, broker, partner, consultant consultant, investor, agent or contractor)advisor) with a Competitive Enterprise, or (ii) transact business on behalf of a Competitive Enterprise. For purposes of the Award Agreement, “Competitive Enterprise” means any business enterprise, person or entity: (i) that is a member of any of the Corporation’s competitive peer groups as disclosed in the Corporation’s proxy statement that was most recently filed with the Securities and Exchange Commission preceding the Termination Date; or (ii) that is otherwise engaged in or is undertaking efforts to engage in activities any actual or businessesplanned or substantially similar service offering of the Corporation or the Affiliate, product line of the Corporation or establish any new businesses, within North America (including Mexico), Europethe Affiliate, or any country in which the Company is conducting other business during the time of the Executive’s employment with Corporation or an Affiliate within the Company two (the “Territory”2) any business that is competitive with the business operated by the Companyyears preceding your Termination Date; or (iii) for whom you would otherwise be performing services through which you would disclose or inevitably disclose Confidential Information. However, including any activities or business engaged nothing in the Company Business. Notwithstanding Award Agreement shall preclude you from investing your personal assets in the foregoing, this Section 7 securities of any Competitive Enterprise if such securities are (ai) shall be deemed not breached solely traded on a national stock exchange or in the over-the-counter market and if such investment is as a passive investor and if such investment does not result in you beneficially owning, at any time, more than five (5%) of the ownership by publicly-traded equity securities of such competitor; or (ii) not traded on a national stock exchange or in the Executive or over-the-counter market and if such investment is as a passive investor and such investment does not result in you beneficially owning, at any of his or her Affiliates of less time, more than an aggregate of 2% five (5%) of any class of stock equity securities of such competitor. You acknowledge and agree that the Corporation’s and its Affiliates’ business is subject global in nature, and in light of your executive level role and responsibilities and your access to Confidential Information concerning the periodic reporting requirements Corporation’s and its Affiliates’ global operations, in providing your services to your Employer you will have a material presence or influence on behalf of your Employer throughout the world. You further acknowledge and agree that, in light of current technology, your services and the business of any Competitive Enterprise can be conducted anywhere in the world. For the sake of clarity, the foregoing non-compete restriction does not prohibit you from being employed by the government or a not-for profit organization (i.e. an organization exempt from local and national tax laws). In view of the Securities Exchange Act limited scope of 1934the non-compete obligation assumed under this Section, as amendedwhich does not prevent you from working in other entities that are not affected by it, you acknowledge and agree that: (i) the foregoing non-compete obligation is reasonable and necessary to protect the Corporation’s and its Affiliates’ legitimate business interests including its confidential information and goodwill, and (ii) the ability to continue to vest in your PSUs, including any PSUs resulting from dividend equivalent rights, following a Retirement-Eligible Event or termination providing transition/separation pay is listed fair and reasonable consideration for the foregoing non-compete obligation. During the Restricted Period, you further agree to (i) advise any person or entity that seeks to employ you of the terms of these covenants; and (ii) immediately notify People Team equity administration if you are not in compliance with your obligations above (i.e., if you begin to associate with or transact business on a national securities exchange; provided that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member behalf of a group that controls, such entity. (b) To the extent during the Restrictive Period, the Executive is entitled to any severance payments following the Employment Term and the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice of such breach by the Executive to the Company. (c) This Section 7 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Executive shall promptly provide written notice of any such order to the Chief Executive Officer or General Counsel (in the case of the Chief Executive OfficerCompetitive Enterprise).

Non-Competition. (a) During the Employment Period and12-month period immediately following the Date of Termination, thereafter, until that date which is the shorter of one (1) year after the termination or expiration of the Employment Period, (the “Restrictive Period”) the Executive agrees and covenants he or she it shall not, without the prior written permission of the Company, (i) within Connecticut, Massachusetts, New Hampshire, New York, Rhode Island, or Vermont; any other area of the United States in which the Company operates; or the remainder of the United States, its territories and shall cause each of his or her controlled Affiliates not topossessions, directly or indirectly, own engage in any interest inactivity 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, control, manage, operate, participate in, develop products for, advise whether or consult with or render services for (not such engagement is as a directorconsultant, independent contractor, agent, employee, officer, employee, agent, broker, partner, consultant director or contractorotherwise, alone or for his own account or in association with any other person, corporation or other entity, for any Competitive Business (as defined below); provided, however, that Executive shall be deemed to be acting “within” the above territories, even if physically outside of the territories, if Executive’s activities assist the Competitive Business within the territories; (ii) directly or indirectly, hire or attempt to hire any person who is employed or retained by the Company or its affiliates (or was so employed within the immediately prior three months), or engage in activities solicit, entice or businessesencourage any such person to terminate his or her relationship with the Company; or (iii) solicit for a competitive purpose, interfere with the Company’s relationship with, or establish endeavor to entice away from the Company or its affiliates any new businessesof their customers or sources of supply. However, within North America nothing in this Agreement shall preclude Executive from 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 publicly-traded equity securities of such competitor. “Competitive Business” shall mean any business or enterprise which (including Mexico)a) designs, Europesells, manufactures, markets and/or distributes still or sparkling spring or purified bottled water products or non-alcoholic beverages, or office refreshment products, including coffee, in the home and office market, or (b) competes or is planning to compete with any country other business in which the Company or its subsidiaries is conducting business involved at any time during the time 12-month period immediately prior to the Date of Termination. For the Executive’s employment with avoidance of doubt, the Company Litchfield Distillery (the “Territory”) any business that is competitive with the business operated by the Companyformal name, including any activities or business engaged in the Company Business. Notwithstanding the foregoing, this Section 7 (aHardscrabble LLC) shall not be deemed considered a “Competitive Business” so long as it does not breached solely as a result of the ownership by the Executive sell bottled water products or any of his or her Affiliates of less than an aggregate of 2% of any class of stock that is subject other non-alcoholic office refreshment products to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and is listed on a national securities exchange; provided that such ownership represents a passive investment and that the Executive is not a controlling person of, home or a member of a group that controls, such entityoffice markets. (b) To the extent during the Restrictive Period, the Executive is entitled to any severance payments following the Employment Term and the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice of such breach by the Executive to the Company. (c) This Section 7 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Executive shall promptly provide written notice of any such order to the Chief Executive Officer or General Counsel (in the case of the Chief Executive Officer).

Non-Competition. The Employee acknowledges and recognizes the highly competitive nature of the businesses of the Firm. The Employee further acknowledges that the Employee has been and shall be provided with access to sensitive and proprietary information about the clients, prospective clients, knowledge capital and business practices of the Firm, and has been and shall be provided with the opportunity to develop relationships with clients, prospective clients, consultants, employees, representatives and other agents of the Firm, and the Employee further acknowledges that such proprietary information and relationships are extremely valuable assets in which the Firm has invested and shall continue to invest substantial time, effort and expense. The Employee agrees that while employed by the Firm and thereafter until (ai) During the Employment Period and, thereafter, until that date which is the shorter of one (1A) year three months after the Employee’s date of Termination of Employment for any reason other than a termination by the Firm without Cause or expiration (B) one month after the date of the Employee’s Termination of Employment Periodby the Firm without Cause (in either case, (the date of such Termination of Employment, the “Restrictive Date of Termination”) or (ii) the end of any longer period during which any similar covenants would be applicable to the Employee pursuant to any other agreement between the Employee and the Firm (such period, the “Noncompete Restriction Period”) ), the Executive agrees and covenants he or she it Employee shall not, and shall cause each of his or her controlled Affiliates not to, directly or indirectly, own on the Employee’s behalf or on behalf of any interest inother person, controlfirm, managecorporation, operateassociation or other entity, participate inas an employee, develop products for, advise or consult with or render services for (as a director, officer, employee, agent, brokeradvisor, partner, consultant or contractor)otherwise, provide services or perform activities for, or engage acquire or maintain any ownership interest in, a “Competitive Enterprise.” For purposes of this Appendix, “Competitive Enterprise” shall mean a business (or business unit) that (x) engages in activities any activity or businesses(y) owns or controls a significant interest in any entity that engages in any activity, or establish that in either case, competes anywhere with any new businesses, within North America (including Mexico), Europe, or any country activity that is similar to an activity in which the Company Firm is conducting business during engaged up to and including the time Employee’s Date of Termination. Notwithstanding anything in this Appendix, the Executive’s employment with the Company Employee shall not be considered to be in violation of this Appendix solely by reason of owning, directly or indirectly, any stock or other securities of a Competitive Enterprise (the “Territory”) any business that is competitive with the business operated by the Companyor comparable interest, including any activities a voting or business engaged in the Company Business. Notwithstanding the foregoing, this Section 7 (a) shall be deemed not breached solely as a result of the ownership by the Executive or any of his or her Affiliates of less than an aggregate of 2% of any class of stock that is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and is listed on a national securities exchange; provided that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity. (b) To the extent during the Restrictive Period, the Executive is entitled to any severance payments following the Employment Term and the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice of such breach by the Executive to the Company. (c) This Section 7 does notprofit participation interest, in any way, restrict or impede such Competitive Enterprise) if the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance Employee’s interest does not exceed that required by 5% of the lawoutstanding capital stock of such Competitive Enterprise (or comparable interest, regulationincluding a voting or profit participation interest, or orderin such Competitive Enterprise). The Executive Employee acknowledges that the Firm is engaged in business throughout the world. Accordingly, and in view of the nature of the Employee’s position and responsibilities, the Employee agrees that the provisions of this Section 2 shall promptly provide written notice of any such order be applicable to each jurisdiction, foreign country, state, possession or territory in which the Firm may be engaged in business while the Employee is providing services to the Chief Executive Officer or General Counsel (in the case of the Chief Executive Officer)Firm.

Non-Competition. (a) During The Executive agrees that his services hereunder are of a special character, and his position with the Employment Period and, thereafter, until that date which is Company places him in a position of confidence and trust with the shorter of one (1) year after the termination or expiration customers employees of the Employment PeriodCompany. The Executive and the Company agree that in the course of employment hereunder, (the “Restrictive Period”) the Executive has and will continue to develop a personal acquaintanceship and relationship with Company's customers, and a knowledge of those customers' affairs and requirements which may constitute the Company's primary or only contact with such customers. The executive consequently agrees that it is reasonable and covenants he or she it shall necessary for the protection of the goodwill and business of the Company that the Executive makes the convenants contained herein. Accordingly, the executive agrees that while his is in the Company's employ and for a period of 18 months thereafter the Executive will not, and shall cause each without the prior written consent of his or her controlled Affiliates not tothe Company, either directly or indirectly, own or in any interest in, control, manage, operate, participate in, develop products for, advise or consult with or render services for (capacity whether as a directorpromoter, officerproprietor, partner, joint venture, employee, agent, brokerconsultant, partnerdirector, consultant or contractor)officer, manager, shareholder (except as a shareholder holding less than five percent (5%) of a publicly traded company's issued and outstanding capital stock, or engage otherwise) work for, act as a consultant to or own any interest in any direct competitor of the Company which operates in or provides services essentially the same as the Company. For purposes hereof, a "direct competitor" is a business, or a division of a business, which is engaged in providing discount dining or restaurant services whether through use of barter, trade credits, scrip or similar items or printing, selling, distributing or soliciting of a charge card or discount services and activities or businesses, promoting a charge card or establish any new businesses, within North America (including Mexico), Europe, providing services the same or any country in which the Company is conducting business during the time of the Executive’s employment with the Company (the “Territory”) any business similar to that is competitive with the business operated sold or offered by the Company. The Executive further agrees that he will not solicit, including entice, induce or persuade, either directly or indirectly, any activities employee or business engaged in customer of the Company Business. Notwithstanding to alter, terminate or refrain from extending or renewing any contractual or other relationship with the foregoingCompany, this Section 7 (a) shall be deemed not breached solely as or commence a result of the ownership by similar or substantially similar relationship with the Executive or any of his or her Affiliates of less than an aggregate of 2% of any class of stock that is subject to the periodic reporting requirements direct competitor of the Securities Exchange Act of 1934, as amended, and is listed on a national securities exchange; provided that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entityCompany. (b) To the extent during the Restrictive PeriodAs used in this paragraph 10, the Executive is entitled to any severance payments following term "Company" shall include subsidiaries of the Employment Term Company and the Company breaches its obligations to make any such severance payments, the Restricted Period term "customer" shall terminate on written notice of such breach by the Executive to the Company. (c) This Section 7 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Executive shall promptly provide written notice of any such order to the Chief Executive Officer or General Counsel (in the case of the Chief Executive Officer).mean:

Non-Competition. In further consideration of the compensation to be paid to Employee hereunder, Employee acknowledges that in the course of Employee’s employment with the Company, Employee is and will become familiar with trade secrets and other Confidential Information concerning the Company Group and that Employee’s services will be of special, unique and extraordinary value to the Company Group. Therefore, Employee hereby covenants and agrees that, during the Employment Period and for any period thereafter for which the Employee is receiving severance (the “Restricted Period”), Employee shall not, without prior express written approval by the Board, directly or indirectly through any other Person or Persons (whether for compensation or otherwise): (a) During the Employment Period and, thereafter, until that date which is the shorter of one (1) year after the termination own or expiration of the Employment Period, (the “Restrictive Period”) the Executive agrees and covenants he hold any debt or she it shall not, and shall cause each of his or her controlled Affiliates not to, directly or indirectly, own any equity interest in, control, manage, operate, participate incontrol, develop products consult with, render services for, advise or consult with engage, join or render services for participate in the ownership, management, operation or control of, or furnish any capital or loans to, any Person engaged in or actively pursuing the Business (a “Competing Business”), either as a directoran owner, officer, employeegeneral or limited partner, principal, proprietor, joint venturer, shareholder, director, member, manager, investor, lender, agent, brokeremployee, consultant, trustee, affiliate or otherwise; or (b) provide to any Competing Business (whether as owner, officer, general or limited partner, consultant principal, proprietor, joint venturer, shareholder, director, member, manager, investor, agent, employee, consultant, trustee, affiliate or contractor)otherwise) any executive, managerial, strategic or engage in activities or businesses, or establish business development services similar to those services that Employee provided to any new businesses, within North America (including Mexico), Europe, or any country in which member of the Company is conducting business Group during the time of the ExecutiveEmployee’s employment with the Company Company. Employee acknowledges and agrees that the provisions in this Section 8 shall operate throughout the United States, Canada, and any NATO country. Nothing herein shall prohibit Employee from being a passive owner of not more than one percent (1%) of the “Territory”) outstanding securities of any business that is competitive with the business operated by the Company, including any activities or business publicly traded company engaged in a Competing Business, so long as Employee has no active participation in such Competing Business. In addition, Employee agrees and acknowledges that the potential harm to any member of the Company BusinessGroup of its non-enforcement outweighs any harm to Employee of its enforcement by injunction or otherwise. Notwithstanding the foregoing, Employee acknowledges that Employee has carefully read this Section 7 (a) shall be deemed not breached solely as a result of the ownership by the Executive or any of his or her Affiliates of less than an aggregate of 2% of any class of stock that is subject Agreement and has given careful consideration to the periodic reporting requirements of the Securities Exchange Act of 1934, as amendedrestraints imposed upon Employee by this Agreement, and is listed on a national securities exchange; provided that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entityin full accord as to their necessity. (b) To the extent during the Restrictive Period, the Executive is entitled to any severance payments following the Employment Term and the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice of such breach by the Executive to the Company. (c) This Section 7 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Executive shall promptly provide written notice of any such order to the Chief Executive Officer or General Counsel (in the case of the Chief Executive Officer).

Non-Competition. (a) During In order to protect the good will of the Corporation and in order to protect the trade secrets of the Corporation referred to in Section (7) of this Employment Period andAgreement, thereafterthe Employee hereby agrees that during the term of employment of the Employee under this Employment Agreement, until that date which is the shorter and during a period of one (1) year after the termination or expiration of employment of the Employee under this Employment PeriodAgreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporation, (the “Restrictive Period”i) the Executive agrees and covenants he Employee shall not engage, either directly or she it indirectly, in any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not, and shall cause each of his not work for or her controlled Affiliates not toemploy, directly or indirectly, own or cause to be employed by another any interest inperson who was an employee, controlofficer or agent of the Corporation or of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, manageor establish any business venture in cooperation with, operateany such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee all not have any financial interest, or participate in, develop products for, advise or consult with or render services for (as a director, officer, employee, agent, brokerstockholder, partner, employee, consultant or contractor)otherwise, in any corporation, partnership or engage in activities or businesses, or establish any new businesses, within North America (including Mexico), Europe, or any country in other entity which the Company is conducting business during the time of the Executive’s employment with the Company (the “Territory”) any business that is competitive with the any business operated or activity conducted by the Company, including any activities or business engaged in the Company Business. Notwithstanding the foregoing, this Section 7 (a) shall be deemed not breached solely as a result of the ownership by the Executive or any of his or her Affiliates of less than an aggregate of 2% of any class of stock that is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and is listed on a national securities exchange; provided that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entityCorporation. (b) To the extent during the Restrictive Period, the Executive is entitled to any severance payments following the Employment Term The Corporation and the Company breaches its obligations to make any such severance paymentsEmployee agree that the services of the Employee are of a personal, the Restricted Period shall terminate on written notice of such breach special unique and extraordinary character, and cannot be replaced by the Executive Corporation without great difficulty, and that the violation by the Employee of any of his agreements under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the CompanyCorporation at law. (c) This In the event that this Section 7 does not, in (10) shall be determined by any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or an authorized government agencyover too great a range of activities, provided that such compliance does not exceed that required by it shall be interpreted to extend only over the law, regulation, maximum period of time or order. The Executive shall promptly provide written notice range of any such order activities as to the Chief Executive Officer or General Counsel (in the case of the Chief Executive Officer)which it may be enforceable.

Non-Competition. (a) During Because of the Company’s legitimate business interest as described herein and the good and valuable consideration offered to Executive, during the Employment Period andTerm and for the twelve (12) month period beginning on the last day of Executive’s employment with the Company, thereafterfor any reason or no reason and whether employment is terminated at the option of Executive or the Company, until that date which is the shorter of one (1) year after the termination or expiration of the Employment Period, (the “Restrictive Period”) the Executive agrees and covenants he not to engage in Prohibited Activity within any state or she it shall notjurisdiction in which the Company or its subsidiaries then operate, and shall cause each have operated at any time during the Employment Term or demonstrably propose or intend to operate (the “Restricted Territory”). For purposes of this Section 8, “Prohibited Activity” is activity in which Executive contributes his or her controlled Affiliates not toknowledge, directly or indirectly, own any interest inin whole or in part, controlas an employee, manageemployer, operateowner, participate inoperator, develop products formanager, advise or consult with or render services for (as a advisor, consultant, agent, employee, partner, director, stockholder, officer, employeevolunteer, agent, broker, partner, consultant or contractor), or engage in activities or businesses, or establish any new businesses, within North America (including Mexico), Europeintern, or any country other similar capacity to an entity engaged in which the Company is conducting same or similar business during the time of the Executive’s employment with the Company (the “Territory”) any business that is competitive with the business operated by as the Company, including any activities or business those engaged in the business of food delivery. Prohibited Activity also includes activity that may require or inevitably requires disclosure of trade secrets, proprietary information, or Confidential Information. The Company Businessregards the following as its primary, but not exclusive, competitors engaged in the business of food delivery: Ubereats, Postmates, GrubHub and DoorDash. Notwithstanding the foregoing, this Section 7 Nothing herein shall prohibit Executive from purchasing or owning less than five percent (a5%) shall be deemed not breached solely as a result of the ownership by the Executive or any of his or her Affiliates of less than an aggregate of 2% publicly traded securities of any class of stock that is subject to the periodic reporting requirements of the Securities Exchange Act of 1934corporation, as amended, and is listed on a national securities exchange; provided that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity. (b) To the extent during the Restrictive Period, the Executive is entitled to any severance payments following the Employment Term and the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice of such breach by the Executive to the Company. (c) corporation. This Section 7 8 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Executive shall promptly provide written notice of any such order to the Chief Executive Officer or General Counsel (in the case of the Chief Executive Officer)Board.

Non-Competition. For a two year period following the Closing Date, Seller covenants and agrees with Buyer that it shall not engage in, and shall cause its employees, officers, directors and Affiliates not to engage in the business of originating retail first mortgage loans from borrowers located in the states or other jurisdictions in which the Origination Premises are located (a) During with the Employment Period and, thereafter, until that date which is the shorter of one (1) year after the termination or expiration exception of the Employment PeriodState of Texas), including but not limited to serving as an officer, director, proprietor, employee, agent, consultant, partner, shareholder or investor (other than (i) as a passive investor with less than five percent (5%) of the “Restrictive Period”) outstanding capital stock of a publicly traded corporation). Seller further covenants and agrees with Buyer that during the Executive agrees and covenants he or she it shall two year period following the Closing Date, Seller will not, and shall cause each of his or her controlled its employees, officers, directors and Affiliates not to, directly or indirectly, own to employ any interest in, control, manage, operate, participate in, develop products for, advise or consult with or render services for (as a director, officer, employee, agent, broker, partner, consultant or contractor), or engage in activities or businesses, or establish any new businesses, within North America (including Mexico), Europe, or any country in which the Company is conducting business during the time of the Executive’s employment Employee except with the Company (the “Territory”) any business that is competitive with the business operated by the Companyexpress written permission of Buyer. The prior paragraph shall not limit Seller, including any activities or business engaged in the Company Business. Notwithstanding the foregoingits employees, this Section 7 officers, directors and Affiliates from during such two year period (a) shall be deemed not breached solely as a result conducting any of the ownership by wholesale or correspondent mortgage origination business which Seller conducts on the Executive or any of his or her Affiliates of less than an aggregate of 2% of any class of stock that is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, date hereof and is listed on a national securities exchange; provided that such ownership represents a passive investment and that the Executive which Buyer is not a controlling person ofconducting at any time during such two year period, or a member of a group that controls, such entity. (b) To the extent during the Restrictive Periodengaging in activities related to Pipeline Mortgage Loans, the Executive is entitled to any severance payments following the Employment Term and the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice of such breach by the Executive to the Company. (c) This Section 7 does not, in any way, restrict performing administrative duties relating to Mortgage Loans under agreements that provide for payment to Seller or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order Subsidiary of a court servicing or subservicing fee, (d) purchasing, selling or securitizing mortgage loans, (iv) telemarketing of competent jurisdiction mortgage loan originations, (e) originating "B&C" mortgage loans, (vi) refinancing of mortgage loans currently serviced by Seller or an authorized government agency, provided that such compliance does not exceed that required by the law, regulationSubsidiary, or order. The Executive shall promptly provide written notice of any such order to the Chief Executive Officer or General Counsel (in the case of the Chief Executive Officer)vii) originating home equity loans.

Non-Competition. (a) During the Employment Period and, thereafter, until that date which is the shorter of one (1) year after the termination or expiration In consideration of the Employment Periodpayments and benefits to be received by Executive under this Agreement and for other good and valuable consideration, (the “Restrictive Period”) the receipt and sufficiency of which are hereby acknowledged by Executive, Executive agrees and covenants he or she it shall notthat, and shall cause each of his or her controlled Affiliates not toduring the Non-Competition Period (as hereinafter defined), Executive will refrain from carrying on any business, directly or indirectly, own which provides any interest inUSI Business, controlexcept (i) in the normal course of business on behalf of any USI Company during the term of Executive’s employment under this Agreement or (ii) with the Company’s prior written consent. The term “carrying on any business” shall mean to act as a sole proprietor, partner, member of a limited liability company, stockholder, officer, director, employee, manager, trustee, agent, advisor, joint venturer, or consultant of, with or to, any business, or otherwise to own, manage, operate, control or participate inin the ownership, develop products formanagement, advise operation or consult with or render services for (as a director, officer, employee, agent, broker, partner, consultant or contractor)control of, or engage in activities in, any business. The Non-Competition Period shall mean the period beginning on the effective date of this Agreement and ending on the first anniversary of the date of Executive’s termination of employment. It is expressly agreed that this Section 7.2 is not intended to restrict or businesses, prohibit either (i) the ownership by Executive of stock or establish any new businesses, within North America (including Mexico), Europe, or any country other securities of a publicly-held corporation in which the Company is conducting business during the time of the Executive’s employment with the Company (the “Territory”) any business that is competitive with the business operated by the Company, including any activities or business engaged in the Company Business. Notwithstanding the foregoing, this Section 7 Executive does not (a) possess beneficial ownership of more than 5% of the voting capital stock of such corporation or (b) participate in any management or advisory capacity, or (ii) Executive’s acts as a shareholder and director of a business in the context of private equity group investments. In addition, it is also agreed that this Section 7.2 shall not prohibit Executive from serving as a director pursuant to the terms of Section 2.3 during the term of his employment under this Agreement. It is the desire and intent of the parties that the provisions of this Section 7.2 shall be enforced under the laws and public polices applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Section 7.2 is adjudicated to be invalid or unenforceable or shall for any reason be held to be excessively broad as to duration, geographic scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with applicable laws and such provision shall be deemed not breached solely as a result of the ownership by the Executive or any of his or her Affiliates of less than an aggregate of 2% of any class of stock that is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, modified and is listed on a national securities exchange; provided that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity. (b) To the extent during the Restrictive Period, the Executive is entitled to any severance payments following the Employment Term and the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice of such breach by the Executive to the Company. (c) This Section 7 does not, in any way, restrict or impede the Executive from exercising protected rights amended to the extent that necessary to render such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that provision enforceable in such compliance does not exceed that required by jurisdiction. If Executive challenges the law, regulation, or order. The Executive shall promptly provide written notice of any such order to the Chief Executive Officer or General Counsel (in the case enforceability of the Chief provisions of this Section 7.2 in whole or in part, Executive Officer)shall, immediately upon such challenge, forfeit any right to any payments and benefits under this Agreement that he has not already received.

Non-Competition. (aA) During the Employment Period andperiod in which the Project Entity is a licensee of WCCI, thereafterwithout the prior written consent of NYBE, until that date which is the shorter of one (1) year after the termination or expiration of the Employment Period, (the “Restrictive Period”) the Executive agrees and covenants he or she it WCCI shall not, and shall cause each of his or her controlled Affiliates not to, directly or indirectly, own any interest in, control, manageindirectly own, operate, develop, construct, manage or participate inin the ownership, develop development, construction, operation or management of any restaurant engaged in the sale of bagels or bagel related products for, advise or consult with or render services for (as a director, officer, employee, agent, broker, partner, consultant or contractor), or engage located in activities or businesses, or establish any new businesses, within North America (including Mexico), Europe, or any country the Territory. B) During the period in which the Company Project Entity is conducting business during a licensee of WCCI, without the time prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the Executive’s employment with ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Company (the “Territory”) any business that is competitive with the business operated Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, including in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) and (B) shall also apply to any activities entities or business Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the Company Business. Notwithstanding sale of bagels or bagel related products, located outside the foregoingTerritory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 7 (a) 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the parties. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed not breached solely to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as a to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges and agrees that irreparable injury may result of the ownership by the Executive or any of his or her Affiliates of less than an aggregate of 2% of any class of stock that is subject to the periodic reporting requirements of other party and/or a Project Entity if the Securities Exchange Act of 1934, as amended, and is listed on a national securities exchange; provided that such ownership represents a passive investment other party breaches any covenant contained in this Section 3.10 and that the Executive is not a controlling person of, or a member of a group that controls, such entity. (b) To remedy at law for the extent during the Restrictive Period, the Executive is entitled to any severance payments following the Employment Term and the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice of such breach by the Executive to the Company. (c) This Section 7 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Executive shall promptly provide written notice of any such order to the Chief Executive Officer or General Counsel (covenant will be inadequate. Therefore, if any party shall engage in the case any act in violation of any of the Chief Executive Officer)provisions of this Section 3.10, the other party shall be entitled, in addition to such other remedies and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10.

Non-Competition. The Employee acknowledges and recognizes the highly competitive nature of the businesses of the Firm. The Employee further acknowledges that the Employee has been and shall be provided with access to sensitive and proprietary information about the clients, prospective clients, knowledge capital and business practices of the Firm, and has been and shall be provided with the opportunity to develop relationships with clients, prospective clients, consultants, employees, representatives and other agents of the Firm, and the Employee further acknowledges that such proprietary information and relationships are extremely valuable assets in which the Firm has invested and shall continue to invest substantial time, effort and expense. The Employee agrees that while employed by the Firm and thereafter until (ai) During the Employment Period and, thereafter, until that date which is the shorter of one (1) year three months after the Employee’s date of Termination of Employment for any reason other than a termination by the Firm without Cause or expiration (ii) one month after the date of the Employee’s Termination of Employment Periodby the Firm without Cause (in either case, (the date of such Termination of Employment, the “Restrictive Date of Termination,” and such period, the “Noncompete Restriction Period”) ), the Executive agrees and covenants he or she it Employee shall not, and shall cause each of his or her controlled Affiliates not to, directly or indirectly, own on the Employee’s behalf or on behalf of any interest inother person, controlfirm, managecorporation, operateassociation or other entity, participate inas an employee, develop products for, advise or consult with or render services for (as a director, officer, employee, agent, brokeradvisor, partner, consultant or contractor)otherwise, provide services or perform activities for, or engage acquire or maintain any ownership interest in, a “Competitive Enterprise.” For purposes of this Agreement, “Competitive Enterprise” shall mean a business (or business unit) that (x) engages in activities any activity or businesses(y) owns or controls a significant interest in any entity that engages in any activity, or establish that in either case, competes anywhere with any new businesses, within North America (including Mexico), Europe, or any country activity that is similar to an activity in which the Company Firm is conducting business during engaged up to and including the time Employee’s Date of Termination. Notwithstanding anything in this Appendix, the Employee shall not be considered to be in violation of this Appendix solely by reason of owning, directly or indirectly, any stock or other securities of a Competitive Enterprise (or comparable interest, including a voting or profit participation interest, in any such Competitive Enterprise) if the Employee’s interest does not exceed 5% of the Executive’s employment with the Company outstanding capital stock of such Competitive Enterprise (the “Territory”) any business that is competitive with the business operated by the Companyor comparable interest, including any activities a voting or business profit participation interest, in such Competitive Enterprise). The Employee acknowledges that the Firm is engaged in business throughout the Company Businessworld. Notwithstanding Accordingly, and in view of the foregoingnature of the Employee’s position and responsibilities, the Employee agrees that the provisions of this Section 7 Paragraph (ab) shall be deemed not breached solely as a result of applicable to each jurisdiction, foreign country, state, possession or territory in which the ownership by Firm may be engaged in business while the Executive or any of his or her Affiliates of less than an aggregate of 2% of any class of stock that Employee is subject providing services to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and is listed on a national securities exchange; provided that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entityFirm. (b) To the extent during the Restrictive Period, the Executive is entitled to any severance payments following the Employment Term and the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice of such breach by the Executive to the Company. (c) This Section 7 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Executive shall promptly provide written notice of any such order to the Chief Executive Officer or General Counsel (in the case of the Chief Executive Officer).

Non-Competition. (a) During Employee agrees that during Employee's employment with Employer, and for the Employment Period andperiod of time commencing with the Termination Date and ending on the last day in respect of which Employee is entitled to severance pay (or, thereafterin the case of termination for cause or resignation, until that date which is ending on the shorter of one (1) year after the termination or expiration six month anniversary of the Employment PeriodTermination Date), (the “Restrictive Period”) the Executive agrees and covenants he or she it Employee shall not, and shall cause each of his or her controlled Affiliates not to, directly or indirectly, for his own any interest in, control, manage, operate, participate in, develop products for, advise account or consult with or render services for (as a directoran employee, officer, employee, agent, brokerdirector, partner, consultant joint venturer, shareholder, investor or contractorotherwise, within the United States of America (Employer's distribution and sales region), or either engage in activities any phase of any business or businesses, enterprise similar to that of Employer or establish in competition with Employer or compete with Employer in any new businesses, within North America (including Mexico), Europe, or any country Direct Response related business in which the Company Employer is conducting business during the time currently engaged or which it is currently actively developing or which it shall have developed as of the Executive’s employment with the Company (the “Territory”) any business Termination Date; PROVIDED, HOWEVER, that is competitive with the business operated by the Company, including any activities or business engaged nothing in the Company Business. Notwithstanding the foregoing, this Section 7 (a8.1(a) shall be deemed construed to prevent the Employee from making any investments in the securities of any business enterprise whether or not breached solely as a result of engaged in competition with the ownership by the Executive Employer or any of his its Subsidiaries or her Affiliates of less than an aggregate of 2% of any class of stock that is subject Affiliates, to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and is listed extent that such securities are actively traded on a national securities exchange; provided that exchange or the NASDAQ system in the United States or on any foreign exchange and represent, at the time of acquisition, not more than five percent (5%) of the aggregate equity of such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entitybusiness enterprise. (b) To the extent Employee agrees that during the Restrictive Periodperiod of his employment with Employer, Employee shall not, directly or indirectly, employ or solicit the Executive is entitled to employment or engagement by himself or others of any severance payments following the Employment Term and the Company breaches its obligations to make employees of Employer or of any such severance payments, the Restricted Period shall terminate on written notice of such breach by the Executive to the Companyindependent contractors or suppliers servicing Employer. (c) This Section 7 does Employee agrees that for a period of twelve (12) months immediately following the termination of his employment with Employer, Employee shall not, directly or indirectly, employ or solicit the employment or engagement by himself or others of any employees of Employer or of any independent contractors or suppliers servicing Employer; PROVIDED, HOWEVER, that this Section 8.1.(c) shall apply only with respect to such employment or solicitation of employment in any way, restrict a business or impede the Executive from exercising protected rights venture related to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. Direct Response industry. (d) The Executive shall promptly provide written notice existence of any such order claim or cause of action by Employee against Employer shall not constitute a defense to the Chief Executive Officer or General Counsel (in the case enforcement by Employer of the Chief Executive Officer)covenants contained in this section, but such claim or cause of action shall be litigated separately.

Non-Competition. (a) During the Employment term of this Agreement the Executive agrees that he shall not work for or be interested in any business which provides services or products which are directly competitive with "primary" services or products offered by the Employer or a subsidiary or affiliate of Employer at any time during his term of employment or at the Executive's termination date (the "Non-Compete Period"). In the event the Executive is terminated For Cause or Executive terminates for other than Good Reason, the Non-Compete Period and, thereafter, shall be extended until that date which is the shorter earlier of (i) one year; or (1ii) year after the termination or then scheduled expiration of the Employment Period, (term of the “Restrictive Period”) Agreement. In the event the Executive agrees and covenants is terminated in a manner in which he is paid severance, his Basic Compensation is continued, or she it he is paid a lump-sum as though his employment had continued, the Non-Compete Period shall notbe extended through the period of such severance or compensation continuation. For the purpose of this Agreement, and a product or service shall cause each be deemed "primary" only if such service or product constitutes a primary component of his the core business of Employer on Executive's termination date. For the further purposes of this Agreement, the term "work for or her controlled Affiliates not tobe interested in any business" means that the Executive is a stockholder, directly or indirectly, own any interest in, control, manage, operate, participate in, develop products for, advise or consult with or render services for (as a director, officer, employee, agent, broker, partner, individual proprietor, lender or consultant with that business, but not if (i) his interest is limited solely to the passive ownership of five percent (5%) or contractor), or engage in activities or businesses, or establish any new businesses, within North America (including Mexico), Europe, or any country in which the Company is conducting business during the time of the Executive’s employment with the Company (the “Territory”) any business that is competitive with the business operated by the Company, including any activities or business engaged in the Company Business. Notwithstanding the foregoing, this Section 7 (a) shall be deemed not breached solely as a result of the ownership by the Executive or any of his or her Affiliates of less than an aggregate of 2% of any class of stock that is subject to the periodic reporting requirements equity or debt securities of the Securities Exchange Act of 1934, as amended, and is a corporation whose shares are listed for trading on a national securities exchange; provided exchange or traded in the over-the-counter market. In the event that such ownership represents a passive investment and that the Executive any part of this Section 9 is not a controlling person ofadjudged invalid or unenforceable by any court of record, board of arbitration or judicial or quasi judicial entity having jurisdiction thereof by reason of length of time, geographical coverage, activities covered, or a member for any other reason, then the invalid or unenforceable provisions of a group that controls, such entity. (b) To the extent during the Restrictive Period, the Executive is entitled to any severance payments following the Employment Term this covenant shall be deemed reformed and the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice of such breach by the Executive amended to the Company. (c) This Section 7 does not, in any way, restrict or impede the Executive from exercising protected rights to the maximum extent that such rights cannot be waived by agreement or from complying with any permissible under 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 and shall be enforced and enforceable as so amended in accordance with the law, regulation, or order. The Executive shall promptly provide written notice of any such order to the Chief Executive Officer or General Counsel (in the case intention of the Chief Executive Officer)parties as expressed herein.

Non-Competition. During the term of this Agreement and for any period during which Officer is receiving periodic severance payments pursuant to Section 4.2, or for a period of one year following a Termination Upon a Change in Control, so long as the payments provided for in Section 4.1 are made on a timely basis: (a) During the Employment Period and, thereafter, until that date which is the shorter of one (1) year after the termination or expiration of the Employment Period, (the “Restrictive Period”) the Executive agrees and covenants he or she it Officer shall not, and shall cause each without the prior written consent of his or her controlled Affiliates not toCorporation, directly or indirectly, own any interest in, controlown, manage, operate, participate incontrol, develop products for, advise or consult be connected with or render services for (as a director, an officer, employee, agent, broker, partner, consultant or contractor)otherwise, or otherwise engage or participate in activities any corporation or businesses, or establish any new businesses, within North America (including Mexico), Europe, or any country in which the Company is conducting other business during the time of the Executive’s employment with the Company (the “Territory”) any business that is competitive with the business operated by the Company, including any activities or business entity engaged in the Company Businessbusiness of buying, selling, developing, building and/or managing real estate facilities for the medical, healthcare and retirement sectors of the real estate industry. Officer understands and acknowledges that Corporation carries on business nationwide and that the nature of Corporation’s activities cannot be confined to a limited area. Accordingly, Officer agrees that the geographic scope of this Section 5 shall include the United States of America. Notwithstanding the foregoing, this Section 7 (a) shall be deemed not breached solely as a result of the ownership by the Executive or any of his or her Affiliates Officer of less than an aggregate of 2% of any class of the outstanding capital stock that of any corporation conducting such a competitive business which is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and is listed regularly traded on a national securities exchange; provided that such ownership represents exchange or in the over-the-counter market shall not be a passive investment and that violation of the Executive is not a controlling person of, or a member of a group that controls, such entityforegoing covenant. (b) To Simultaneously with the Effective Date and upon each anniversary of the Effective Date, Officer shall notify the Chairman of the Compensation Committee of the nature and extent during of Officer’s investments, stock holdings, employment as an employee, director, or any similar interest in any business or enterprise other than Corporation; provided, however, that Officer shall have no obligation to disclose any investment under $100,000 in value or any holdings of publicly traded securities which are not in excess of one percent of the Restrictive Period, the Executive is entitled to any severance payments following the Employment Term and the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice outstanding class of such breach by the Executive to the Companysecurities. (c) This Officer shall not contact or solicit, directly or indirectly, any customer, client, tenant or account whose identity Officer obtained through association with Corporation, regardless of the geographical location of such customer, client, tenant or account, nor shall Officer, directly or indirectly, entice or induce, or attempt to entice or induce, any employee of Corporation to leave such employ, nor shall Officer employ any such person in any business similar to or in competition with that of Corporation. Officer hereby acknowledges and agrees that the provisions set forth in this Section 7 does not5 constitute a reasonable restriction on her ability to compete with Corporation and will not adversely affect her ability to earn income sufficient to support himself and/or her family. (d) The parties hereto agree that, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of event a court of competent jurisdiction shall determine that the geographical or an authorized government agencydurational elements of this covenant are unenforceable, provided that such compliance does determination shall not exceed that required by render the lawentire covenant unenforceable. Rather, regulation, or order. The Executive the excessive aspects of the covenant shall promptly provide written notice of any such order be reduced to the Chief Executive Officer or General Counsel (in threshold which is enforceable, and the case of the Chief Executive Officer)remaining aspects shall not be affected thereby.

Non-Competition. (a) During the Employment Period and, thereafter, until that date which is the shorter of one (1) year after the termination or expiration By and in consideration of the Company’s entering into this Employment PeriodAgreement 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, except as otherwise provided herein, during both the Interim Term and any Additional Term and thereafter for the period during which the Severance Payments are payable or six months following the end of the Term if no Severance Payments are payable (the “Restrictive Restriction Period”) the Executive agrees and covenants he or she it shall not, and shall cause each of his or her controlled Affiliates not to), directly or indirectly, own any interest in, controlown, manage, operate, join, control, be employed by, or participate inin the ownership, develop products formanagement, advise operation or consult with control of, or render services for (be connected in any manner with, including, without limitation, holding any position as a principal, agent owner. stockholder, director, officer, consultant, advisor, independent contractor, employee, agent, broker, partner, consultant or contractorinvestor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of 1% or engage in activities or businesses, or establish any new businesses, within North America (including Mexico), Europe, or any country in which the Company is conducting business during the time less of the Executive’s employment with the Company (the “Territory”) any business that is competitive with the business operated by the Company, including any activities or business engaged in the Company Business. Notwithstanding the foregoing, this Section 7 (a) shall be deemed not breached solely as a result of the ownership by the Executive or any of his or her Affiliates of less than an aggregate of 2% outstanding securities of any class of stock that is subject to the periodic reporting requirements of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and is listed on a national securities exchange; provided that such ownership represents a passive investment and that standing alone, be prohibited by this Section 4.2, so long as the Executive is does not a controlling person ofhave, or exercise, any rights to manage or operate the business of such issuer other than rights as a member stockholder thereof. For purposes of a group this paragraph, “Restricted Enterprise” shall mean any Person that controls, such entity. is actively engaged in any business which is either (bi) To in competition with the extent business of the Company or any of its Affiliates conducted during the Restrictive preceding 6 months (or following the Term, the 6 months preceding the last day of the Term), or (ii) proposed 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, the business plan as in effect as of the last day of the Term). During the Restriction Period, upon request of the Company, the Executive is entitled to any severance payments following the Employment Term and shall notify the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice of such breach by the Executive to the Company. (c) This Section 7 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Executive shall promptly provide written notice of any such order to the Chief Executive Officer or General Counsel (in the case of the Chief Executive Officer)Executive’s then-current employment status.

Non-Competition. The Executive covenants and agrees that, during the Executive’s employment hereunder and for a period of twenty-four (a24) During months thereafter (to the Employment Period andextent permitted by law), thereafter, until that date which is the shorter of one (1) year after the termination or expiration of the Employment Period, (the “Restrictive Period”) the Executive agrees and covenants he will not at any time, in the United States or she it shall notany other jurisdiction in which the Company, and shall cause each of his the University or her their corporate controlled Affiliates not toaffiliates is engaged or has reasonably firm plans to engage in business, directly or indirectly, own any interest in, control, manage, operate, participate in, develop products for, advise or consult with or render services for (whether as a directorprincipal, investor, employee, consultant, independent contractor, officer, employeedirector, board member, manager, partner, agent, brokeror otherwise, partneralone or in association with any other person, consultant or contractor)firm, corporation, or business organization, work for, become employed by, engage in activities or businessesin, carry on, provide services to, or establish assist in any new businesses, within North America manner (including Mexico), Europe, whether or not for compensation or gain) a person or entity that engages in any country business in which the Company, the University or any of their corporate controlled affiliates is engaged (a “Competing Business”), where Executive’s position or service for such Competing Business relates to Executive’s positions with or the types of services performed by the Executive for the Company, the University or any of their corporate controlled affiliates, or is otherwise competitive with the Company, the University’s or any of their affiliates’ products or services; provided, however, that the foregoing will not prohibit the Executive from (i) serving on Board of Directors (or comparable bodies) of other entities where the Company is conducting business during or the time University has given prior permission, (ii) after the occurrence of both a Change of Control (as defined in Section 12) and the termination of the Executive’s employment with employment, being employed by (A) a campus-based institution of higher education that derives no more than twenty percent (20%) of its revenues from online education, provided, that the Company (the “Territory”) any business that Executive is competitive with the business operated by the Company, including any activities or business not predominantly engaged in supporting the Company Businessonline education, or (B) an online learning company that does not provide higher education, or (iii) serving as a faculty member, “scholar in residence” or similar academic position, provided, that the Executive does not engage in administrative matters, other than to a de minimis extent. Notwithstanding the foregoing, this Section 7 (a) shall be deemed not breached solely as a result of the ownership by the Executive or any of his or her Affiliates of less than an aggregate five percent (5%) of 2% the outstanding stock of any class of stock that is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and is corporation listed on a national securities exchange; provided that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity. (b) To the extent during the Restrictive Period, the Executive is entitled to any severance payments following the Employment Term and the Company breaches its obligations to make any such severance payments, the Restricted Period exchange shall terminate on written notice of such breach by the Executive to the Company. (c) This Section 7 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or deemed a valid order violation 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 Executive shall promptly provide written notice of any such order to the Chief Executive Officer or General Counsel (in the case of the Chief Executive Officerthis Section 9(a).

Non-Competition. During the Restricted Period, the Executive shall not, without the Company’s prior written consent, 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 a Protected Party, organize, establish, own, operate, manage, control, engage 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 engage in the business of providing financial products or services to ▇▇▇▇-▇▇▇▇▇▇▇ employee benefit plans, labor unions, employee benefit plans associated with labor unions in any manner, or other entities associated or affiliated with labor unions (the “Business”). Notwithstanding the foregoing, nothing in this Agreement shall prevent the Executive from (a) During the Employment Period andowning for passive investment purposes not intended to circumvent this Agreement, thereafter, until that date which is the shorter of one less than three percent (13%) year after the termination or expiration of the Employment Period, publicly traded common equity securities of any company engaged in the Business (the “Restrictive Period”) so long as the Executive agrees has no power to manage, operate, advise, consult with or control the competing enterprise and covenants he no power, alone or she it shall notin conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and shall cause each customary voting powers afforded the Executive in connection with any permissible equity ownership) or (b) being employed by or otherwise associated with (including as a director) an organization or entity of his or her controlled Affiliates not towhich a subsidiary, division, segment, unit, etc. is engaged in the Business (a “Competing Division”), including in a position to which employees of the Competing Division report, directly or indirectly, own any interest inprovided that the Executive has no direct responsibilities with such Competing Division other than having general responsibility for the operation of such Competing Division. For the avoidance of doubt, control, manage, operate, participate in, develop products for, advise the Executive may be an officer of a bank or consult with investment advisor or render services for (as a director, officer, employee, agent, broker, partner, consultant union or contractor), or engage in activities or businesses, or establish any new businesses, within North America (including Mexico), Europe, or any country in which the Company is conducting business during the time of the Executive’s employment with the Company (the “Territory”) any business related organization that is competitive with the business operated by the Company, including any activities or business engaged engages in the Company Business. Notwithstanding the foregoing, this Section 7 (a) shall be deemed not breached solely as a result of the ownership by the Executive or any of his or her Affiliates of less than an aggregate of 2% of any class of stock that is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and is listed on a national securities exchange; provided that such ownership represents a passive investment and that the Executive is not a controlling person ofdirectly employed in, or a member of a group that controls, such entity. (b) To the extent during the Restrictive Periodworking in, the Executive is entitled to any severance payments following the Employment Term and the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice of such breach by the Executive to the CompanyCompeting Division. (c) This Section 7 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Executive shall promptly provide written notice of any such order to the Chief Executive Officer or General Counsel (in the case of the Chief Executive Officer).

Non-Competition. (a) During Executive acknowledges that Executive has gained and will gain extensive and valuable experiences and knowledge in the Employment Period and, thereafter, until that date which is business conducted by the shorter of one (1) year after the termination or expiration Company and has had and will have extensive contacts with customers of the Employment PeriodCompany. Accordingly, in consideration of the mutual promises contained in this Agreement, Executive covenants and agrees with the Company that, during the term of this Agreement and for a period of twelve (12) months or, if Executive receives Enhanced Severance Benefits under Section 7.4, eighteen (18) months, following the “Restrictive Period”) Executive’s Termination Date, Executive shall not compete directly or indirectly with the Executive agrees and covenants he or she it shall not, Company and shall cause each not during such period make public statements in derogation of his the Company. Competing directly or her controlled Affiliates not toindirectly with the Company shall mean engaging or having a material interest, directly or indirectly, own any interest inas owner, control, manage, operate, participate in, develop products for, advise or consult with or render services for (as a directoremployee, officer, employeedirector, partner, venturer, stockholder, capital investor, consultant, agent, brokerprincipal, partneradvisor or otherwise, consultant either alone or contractor)in association with others, in the operation of any entity’s division or engage group which (a) provides operational support systems (OSS) software solutions for provisioning for telecommunications carriers similar to those provided by the Company and/or (b) is engaged in activities or businesses, or establish any new businesses, within North America (including Mexico), Europe, or any country in which such other businesses as the Company is conducting business during actively engaged in at the time of the Executive’s employment termination of employment. Competing directly or indirectly with the Company (the “Territory”) any business that is competitive with the business operated by the Company, including any activities or business engaged as used in this Agreement, shall not include having an ownership interest as an inactive investor, which for purposes of this Agreement shall mean the Company Business. Notwithstanding the foregoing, this Section 7 (a) shall be deemed not breached solely as a result of the beneficial ownership by the Executive or any of his or her Affiliates of less than an aggregate five percent (5%) of 2% the outstanding shares of any series or class of stock that is subject to the periodic reporting requirements securities of any competitor of the Securities Exchange Act of 1934Company, as amended, and is listed on a national which shares are publicly traded in the securities exchange; provided that such ownership represents a passive investment and that markets. This Section 4.1 shall cease to apply in the Executive is not a controlling person of, or a member of a group that controls, such entity. (b) To the extent during the Restrictive Period, the Executive is entitled to any severance payments following the Employment Term and event the Company breaches its is in breach of any obligations to make any provide severance benefits in accordance with Section 7.2 and/or Section 7.4 and fails to cure such severance payments, the Restricted Period shall terminate on breach within twenty (20) days of receiving written notice of such breach from Executive. Executive agrees that any violation of this Section 4.1 by the Executive to the Company. (c) This Section 7 does notExecutive, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived as determined 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, regulationshall result in termination of the Company’s obligations to provide severance benefits hereunder and in the event of such termination, or order. The Executive shall promptly provide written notice of be required to repay to the Company any such order to the Chief Executive Officer or General Counsel (in the case of the Chief Executive Officer)severance benefits previously received.

Non-Competition. During the term of this Agreement and for any period during which Officer is receiving periodic severance payments pursuant to Section 4.2, or for a period of one year following a Termination Upon a Change in Control, so long as the payments provided for in Section 4.1 are made on a timely basis: (a) During the Employment Period and, thereafter, until that date which is the shorter of one (1) year after the termination or expiration of the Employment Period, (the “Restrictive Period”) the Executive agrees and covenants he or she it Officer shall not, and shall cause each without the prior written consent of his or her controlled Affiliates not toCorporation, directly or indirectly, own any interest in, controlown, manage, operate, participate incontrol, develop products for, advise or consult be connected with or render services for (as a director, an officer, employee, agent, broker, partner, consultant or contractor)otherwise, or otherwise engage or participate in activities any corporation or businesses, or establish any new businesses, within North America (including Mexico), Europe, or any country in which the Company is conducting other business during the time of the Executive’s employment with the Company (the “Territory”) any business that is competitive with the business operated by the Company, including any activities or business entity engaged in the Company Businessbusiness of buying, selling, developing, building and/or managing real estate facilities for the medical, healthcare and retirement sectors of the real estate industry. Officer understands and acknowledges that Corporation carries on business nationwide and that the nature of Corporation’s activities cannot be confined to a limited area. Accordingly, Officer agrees that the geographic scope of this Section 5 shall include the United States of America. Notwithstanding the foregoing, this Section 7 (a) shall be deemed not breached solely as a result of the ownership by the Executive or any of his or her Affiliates Officer of less than an aggregate of 2% of any class of the outstanding capital stock that of any corporation conducting such a competitive business which is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and is listed regularly traded on a national securities exchange; provided that such ownership represents exchange or in the over-the-counter market shall not be a passive investment and that violation of the Executive is not a controlling person of, or a member of a group that controls, such entityforegoing covenant. (b) To Simultaneously with the Effective Date and upon each anniversary of the Effective Date, Officer shall notify the Chairman of the Compensation Committee of the nature and extent during of Officer’s investments, stock holdings, employment as an employee, director, or any similar interest in any business or enterprise other than Corporation; provided, however, that Officer shall have no obligation to disclose any investment under $100,000 in value or any holdings of publicly traded securities which are not in excess of one percent of the Restrictive Period, the Executive is entitled to any severance payments following the Employment Term and the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice outstanding class of such breach by the Executive to the Companysecurities. (c) This Officer shall not contact or solicit, directly or indirectly, any customer, client, tenant or account whose identity Officer obtained through association with Corporation, regardless of the geographical location of such customer, client, tenant or account, nor shall Officer, directly or indirectly, entice or induce, or attempt to entice or induce, any employee of Corporation to leave such employ, nor shall Officer employ any such person in any business similar to or in competition with that of Corporation. Officer h▇▇▇▇▇ acknowledges and agrees that the provisions set forth in this Section 7 does not5 constitute a reasonable restriction on his ability to compete with Corporation and will not adversely affect his ability to earn income sufficient to support himself and/or his family. (d) The parties hereto agree that, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of event a court of competent jurisdiction shall determine that the geographical or an authorized government agencydurational elements of this covenant are unenforceable, provided that such compliance does determination shall not exceed that required by render the lawentire covenant unenforceable. Rather, regulation, or order. The Executive the excessive aspects of the covenant shall promptly provide written notice of any such order be reduced to the Chief Executive Officer or General Counsel (in threshold which is enforceable, and the case of the Chief Executive Officer)remaining aspects shall not be affected thereby.

Non-Competition. (a) During the Employment Period and, thereafter, until that date which is the shorter of one (1) year after the termination or expiration By and in consideration of the Employment PeriodCompany’s entering into this Agreement and the payments to be made and benefits to be provided by the Company hereunder, (and in further consideration of the “Restrictive Period”) Executive’s exposure to the Confidential Information of the Company, the Executive agrees and covenants he or she it that the Executive shall not, and shall cause each of his or her controlled Affiliates not to, directly or indirectly, own any interest in, control, manage, operate, participate in, develop products for, advise or consult with or render services for (as a director, officer, employee, agent, broker, partner, consultant or contractor), or engage in activities or businesses, or establish any new businesses, within North America (including Mexico), Europe, or any country in which the Company is conducting business during the time of the Executive’s employment with the Company and for a twelve-month period following the Date of Termination (the “TerritoryRestriction Period”) any business that is competitive with the business operated by the Company), including any activities directly or business engaged indirectly, own, manage, operate, join, control, be employed by, or participate in the Company Business. Notwithstanding the foregoingownership, this Section 7 management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (aas defined below); provided, however, that in no event (A) shall be deemed not breached solely as a result of the ownership by the Executive of five percent (5%) or any less of his or her Affiliates of less than an aggregate of 2% the outstanding securities of any class of stock that is subject to the periodic reporting requirements of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, and is listed on a national securities exchange; provided that such ownership represents a passive investment and that standing alone, be prohibited by this Section 6(b), so long as the Executive is does not a controlling person ofhave, or exercise, any rights to manage or operate the business of such issuer other than rights as a member stockholder thereof, nor (B) shall being employed by a Person that is a Restricted Enterprise, standing alone, be prohibited by this Section 6(b), so long as (i) such Person has more than one discrete and readily distinguishable part of its business, (ii) the Executive’s duties are not at or involving the part of such Person that is the Restricted Enterprise, including, without limitation, serving in a group capacity where any Person involved in the Restricted Enterprise reports to the Executive and (iii) the Executive notifies the Company of employment with such Person prior to commencement of his or her employment with such Person. For purposes of this Section 6(b), “Restricted Enterprise” shall mean any Person that controlsis engaged, such entity. directly or indirectly, in (bor intends or proposes to engage in, or has been organized for the purpose of engaging in) To the extent during generic injectible pharmaceutical industry and any other businesses the Restrictive PeriodCompany engages in or is preparing to become engaged in, at the time of the Executive’s termination. During the twelve-month period following the Date of Termination, upon the request of the Company, the Executive is entitled to any severance payments following the Employment Term and shall notify the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice of such breach by the Executive to the Company. (c) This Section 7 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Executive shall promptly provide written notice of any such order to the Chief Executive Officer or General Counsel (in the case of the Chief Executive Officer)Executive’s then-current employment status.

Non-Competition. In consideration of the benefits provided under this Agreement: (a) During The Executive hereby acknowledges and recognizes the Employment Period andhighly competitive nature of the business of the Corporation. Accordingly, thereafterin consideration of the benefits described in this Agreement, until that date which is during the shorter of one Non-Competition Period, the Executive shall not: (i) In the Non-Competition Area, provide financial or executive assistance to any person, firm, corporation or enterprise engaged in: (1) year after the termination banking or expiration of the Employment Period, (the “Restrictive Period”) the Executive agrees and covenants he or she it shall not, and shall cause each of his or her controlled Affiliates not to, directly or indirectly, own any interest in, control, manage, operate, participate in, develop products for, advise or consult with or render financial services for (as a director, officer, employee, agent, broker, partner, consultant or contractor), or engage in activities or businesses, or establish any new businesses, within North America industry (including Mexicobank holding company), Europe, ; or (2) any country other activity in which the Company Corporation engaged at the beginning of the Non-Competition Period; or (ii) Directly or indirectly contact, solicit or induce any person, corporation or other entity who or which is conducting business a customer or referral source of the Corporation during the time term of the Executive’s employment with or on the Company (the “Territory”) any business that is competitive with the business operated by the Company, including any activities or business engaged in the Company Business. Notwithstanding the foregoing, this Section 7 (a) shall be deemed not breached solely as a result date of the ownership by Executive’s Termination, to become a customer or referral source for any person or entity other than the Executive Corporation; or (iii) Directly or indirectly solicit, induce or encourage any of his or her Affiliates of less than an aggregate of 2% of any class of stock that is subject to the periodic reporting requirements employee of the Securities Exchange Act Corporation, who is employed during the term of 1934the Executive’s employment or on the date of the Executive’s Termination, as amendedto leave the employ of the Corporation or its subsidiaries or to seek, and is listed on a national securities exchange; provided that such ownership represents a passive investment and that obtain or accept employment with any person or entity other than the Executive is not a controlling person of, Corporation or a member of a group that controls, such entityits subsidiaries. (b) To It is expressly understood and agreed that, although the extent during Executive and RFC consider the Restrictive Periodrestrictions contained in this Section 4.1 reasonable for the purpose of preserving for the Corporation, its good will and other proprietary rights, if a final judicial determination is made by a court having jurisdiction that the Non-Competition Area, the Executive Non-Competition Period or any other restriction contained in this Section 4.1 is entitled to any severance payments following an unreasonable or otherwise unenforceable restriction against the Employment Term and the Company breaches its obligations to make any such severance paymentsExecutive, the Restricted Period provisions of Section 4.1 shall terminate on written notice of not be rendered void, but shall be deemed amended to apply as to such breach by the Executive maximum time and territory and to the Companysuch other extent as such court may judicially determine or indicate to be reasonable. (c) This Section 7 does not, in The existence of any way, restrict immaterial claim or impede cause of action of the Executive from exercising protected rights against the Corporation, whether predicated on this Agreement or otherwise, shall not constitute a defense to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required enforcement by the law, regulation, or orderCorporation of this covenant. The Executive agrees that any breach of the restrictions set forth in this Section 4.1 will result in irreparable injury to the Corporation for which it will have no adequate remedy at law and the Corporation shall promptly provide written notice of any such be entitled to injunctive relief in order to enforce the Chief Executive Officer or General Counsel (in the case of the Chief Executive Officer)provisions hereof and/or seek specific performance and damages.

Non-Competition. (a) During Except as set forth in this Agreement for a period of five years following the Employment Period and, thereafter, until that date which is the shorter of one (1) year after the termination or expiration of the Employment Period, Closing Date (the “Restrictive "Restricted Period”") the Executive agrees and covenants he or she it AFG shall not, and shall cause each not permit any of his its Post-Closing Subsidiaries. (i) offer, issue or her controlled Affiliates not tosell, directly or indirectlyindirectly within the United States, own personal automobile insurance written through independent agents; or (ii) employ, offer to employ or solicit with a view to employment any interest in, control, manage, operate, participate in, develop products for, advise or consult with or render services for (as a director, officer, employee, agent, broker, partner, consultant or contractor), or engage in activities or businesses, or establish any new businesses, within North America (including Mexico), Europe, or any country in which person employed by the Company is conducting business during whose annual base salary exceeds $50,000; provided, that the time of the Executive’s foregoing will not prevent AFG from soliciting or hiring any such person if such person's employment with the Company (the “Territory”) any business that is competitive with the business operated has been terminated, without cause, by the Company, including any activities or business engaged in the Company Business. Notwithstanding the foregoing, this Section 7 (a) shall be deemed not breached solely as a result of the ownership by the Executive or any of his or her Affiliates of less than an aggregate of 2% of any class of stock that is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and is listed on a national securities exchange; provided that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity. (b) To Notwithstanding any other provision of this Section 2 to the extent during contrary, neither AFG nor any of its Post-Closing Subsidiaries is prohibited from: (i) engaging in any line of business in which it is engaged at completion of the Restrictive PeriodPublic Offering, including, without limitation, the Executive offering of personal automobile insurance policies through Mid-Continent Casualty Company and its wholly-owned subsidiaries ("Mid-Continent"), but only within those states where Mid-Continent is entitled offering personal automobile insurance policies at the time of the completion of the Public Offering; or (ii) acquiring an interest in any Person engaged in any line of business except for acquisitions of controlling interests, whether in a single transaction or series of transactions, in any Person or Persons with, in the aggregate, $100,000,000 or more in gross annual written premiums, or, with respect to one Person, 50% or more of its gross revenues (excluding investment income and realized investment gains and losses), attributable to the writing of personal automobile insurance based on the most recent full fiscal year for which financial statements are available (a "PERMITTED ACQUIREE"), provided further, however, that AFG and any severance payments following of its Post-Closing Subsidiaries may acquire a controlling interest in a Person that is not a Permitted Acquiree if AFG or such Post-Closing Subsidiary promptly divests the Employment Term and the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice personal automobile insurance operations of such breach by Person. For purposes of this Agreement, a "controlling interest" in a Person means having the Executive power to direct or cause the Companydirection of management and policies of such Person through the ownership of voting securities. (c) This Section 7 2(a)(i) and (ii) shall also be binding upon any person who has a controlling interest in AFG as of the Closing Date until such time, however, that the person ceases to have a controlling interest in AFG. AFG shall cause each such person to comply with the terms and conditions hereof. (d) Section 2(a)(i) and (ii) shall not be binding upon a Post-Closing Subsidiary of AFG after the time such Person ceases to be a Post-Closing Subsidiary of AFG. For avoidance of doubt, Section 2(a)(i) and (ii) also does notnot apply to any person which on or after the Closing Date becomes an Affiliate (other than a Post-Closing Subsidiary) of AFG, including any person that acquires all or substantially all of the capital stock or assets of AFG. (e) The Company and AFG agree that money damages alone would not be a sufficient remedy for any breach of this Section 2 by AFG, its Post-Closing Subsidiaries, or any person having a controlling interest in AFG, and that, in any wayaddition to all other remedies, restrict including monetary relief, the Company shall be entitled to specific performance and injunctive or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or other equitable relief as 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 Executive shall promptly provide written notice of remedy for any such order to the Chief Executive Officer or General Counsel (in the case of the Chief Executive Officer)breach.

Non-Competition. During the term of this Agreement and for the longer of: (i) any period during which Officer is receiving periodic severance payments pursuant to Section 4.2, or (ii) one year following a Termination Upon a Change in Control, in either case so long as the payments provided for in Section 4.1 are made on a timely basis: (a) During the Employment Period and, thereafter, until that date which is the shorter of one (1) year after the termination or expiration of the Employment Period, (the “Restrictive Period”) the Executive agrees and covenants he or she it Officer shall not, and shall cause each without the prior written consent of his or her controlled Affiliates not toCorporation, directly or indirectly, own any interest in, controlown, manage, operate, participate incontrol, develop products for, advise or consult be connected with or render services for (as a director, an officer, employee, agent, broker, partner, consultant or contractor)otherwise, or otherwise engage or participate in activities any corporation or businesses, or establish any new businesses, within North America (including Mexico), Europe, or any country in which the Company is conducting other business during the time of the Executive’s employment with the Company (the “Territory”) any business that is competitive with the business operated by the Company, including any activities or business entity engaged in the Company Businessbusiness of buying, selling, developing, building and/or managing real estate facilities for the medical and healthcare sectors of the real estate industry. Officer understands and acknowledges that Corporation carries on business nationwide and that the nature of Corporation’s activities cannot be confined to a limited area. Accordingly, Officer agrees that the geographic scope of this Section 5 shall include the United States of America. Notwithstanding the foregoing, this Section 7 (a) shall be deemed not breached solely as a result of the ownership by the Executive or any of his or her Affiliates Officer of less than an aggregate of 2% of any class of the outstanding capital stock that of any corporation conducting such a competitive business which is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and is listed regularly traded on a national securities exchange; provided that such ownership represents exchange or in the over-the-counter market shall not be a passive investment and that violation of the Executive is not a controlling person of, or a member of a group that controls, such entityforegoing covenant. (b) To Officer shall not contact or solicit, directly or indirectly, any customer, client, tenant or account whose identity Officer obtained through association with Corporation, regardless of the extent during the Restrictive Periodgeographical location of such customer, the Executive is entitled client, tenant or account, nor shall Officer, directly or indirectly, entice or induce, or attempt to entice or induce, any severance payments following the Employment Term and the Company breaches its obligations employee of Corporation to make leave such employ, nor shall Officer employ any such severance payments, person in any business similar to or in competition with that of Corporation. Officer hereby acknowledges and agrees that the Restricted Period shall terminate provisions set forth in this Section 5 constitute a reasonable restriction on written notice of such breach by the Executive his ability to the Companycompete with Corporation and will not adversely affect his ability to earn income sufficient to support himself and/or his family. (c) This Section 7 does notThe parties hereto agree that, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of event a court of competent jurisdiction shall determine that the geographical or an authorized government agencydurational elements of this covenant are unenforceable, provided that such compliance does determination shall not exceed that required by render the lawentire covenant unenforceable. Rather, regulation, or order. The Executive the excessive aspects of the covenant shall promptly provide written notice of any such order be reduced to the Chief Executive Officer or General Counsel (in threshold which is enforceable, and the case of the Chief Executive Officer)remaining aspects shall not be affected thereby.

Non-Competition. (a) During While employed by the Employment Period and, thereafter, until that date which is the shorter Company and for a period of one (1) year after the termination or expiration of the Employment Period, years thereafter (the “Restrictive Restricted Period”) ), the Executive agrees and covenants he or she it Employee shall not, and shall cause each of his or her controlled Affiliates not to, directly or indirectly, own enter into the employment of, render any interest inservices to, controlengage, manage, operate, join, or own, or otherwise offer other assistance to or participate in, develop products foras an officer, advise or consult with or render services for (as a director, officer, employee, principal, agent, brokerproprietor, representative, stockholder, partner, consultant associate, consultant, sole proprietor or contractorotherwise, any person directly engaged in Competitive Business (as hereinafter defined), or engage in activities or businesses, or establish any new businesses, within North America (including Mexico), Europe, or any country in which the Company is conducting business during the time of the Executive’s employment with the Company (the “Territory”) any business that is competitive with the business operated by the Company, including any activities or business engaged anywhere in the Company BusinessRestricted Area (as hereinafter defined). Notwithstanding the foregoing, the Employee may own up to two percent (2%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with any entity that is a Competitive Business so long as the Employee is not an officer, director, employee or consultant or otherwise maintains voting control, whether by contract or otherwise, of such entity. For purposes of this Section 7 (a) shall be deemed not breached solely as a result of 7, “Restricted Area” means any U.S. state or territory in which the ownership by the Executive Company, Parent or any of his their affiliates has conducted business or her Affiliates offers any services, or any other jurisdiction in or to which the Company, Parent or any of less than an aggregate their affiliates has conducted or proposes to conduct as manifested by the Company’s devotion of 2% material internal resources and/or engaging third parties such as local counsel any business or offers any services. For purposes of this Section 7, “Competitive Business” means, specifically, a business that creates and deploys promotional registration based websites (i.e., Rewards, Prizes & Sweepstakes, Samples & Savings, Survey Voices and Job Search/Career Search/Job Matching promoted websites) whereby paid media enables customer acquisition for advertisers, and branded content-based websites such as The Smart Wallet whereby organic traffic and paid media enables customer acquisition and retention with monetization through advertorials, sponsored links and other means, the placement of ad modules on e-commerce and other websites and any class of stock that is subject anticipated business considered by the Board towards which the Company, Parent or any affiliates thereof have taken material steps or incurred material expenditures in furtherance thereof prior to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and is listed on a national securities exchange; provided that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entitytermination date. (b) To the extent during the Restrictive Period, the Executive is entitled to any severance payments following the Employment Term and the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice of such breach by the Executive to the Company. (c) This Section 7 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Executive shall promptly provide written notice of any such order to the Chief Executive Officer or General Counsel (in the case of the Chief Executive Officer).

Non-Competition. (a) During Because of the Company’s legitimate business interest as described herein and the good and valuable consideration offered to the Employee, during the Employment Period andTerm and for two years, thereafterto run consecutively, until that date which is beginning on the shorter of one (1) year after the termination or expiration last day of the Employment PeriodEmployee’s employment with the Company, (the “Restrictive Period”) the Executive Employee agrees and covenants he not to engage in any Prohibited Activity (as defined below) within 75 miles of any business owned, operated, or she it shall notmanaged by the Company or any subsidiary or affiliate thereof. For the purposes of this Agreement, and shall cause each of his or her controlled Affiliates not to“Prohibited Activity” means any activity in which the Employee contributes the Employee’s knowledge, directly or indirectly, own any interest inin whole or in part, controlas an employee, manageemployer, operateowner, participate inoperator, develop products formanager, advise or consult with or render services for (as a advisor, consultant, agent, employee, partner, director, stockholder, officer, employeevolunteer, agent, broker, partner, consultant or contractor), or engage in activities or businesses, or establish any new businesses, within North America (including Mexico), Europeintern, or any country in which the Company is conducting business during the time of the Executive’s employment with the Company (the “Territory”) any business that is competitive with the business operated by the Company, including any activities or business other similar capacity to an entity engaged in the Company Businessfuneral home, mortuary, crematory, cemetery, burial insurance, preneed trust, trust banking, or any other line of business in the death care industry. Notwithstanding “Prohibited Activity” also includes activities that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. Nothing herein shall prohibit the foregoing, this Section 7 Employee from purchasing or owning less than five percent (a5%) shall be deemed not breached solely as a result of the ownership by the Executive or any of his or her Affiliates of less than an aggregate of 2% publicly traded securities of any class of stock that is subject to the periodic reporting requirements of the Securities Exchange Act of 1934corporation, as amended, and is listed on a national securities exchange; provided that such ownership represents a passive investment and that the Executive Employee is not a controlling person of, or a member of a group that controls, such entity. (b) To the extent during the Restrictive Period, the Executive is entitled to any severance payments following the Employment Term and the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice of such breach by the Executive to the Company. (c) corporation. This Section 7 does not, in any way, restrict or impede the Executive Employee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of 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 Executive Employee shall promptly provide written notice of any such order to the Chief Executive Officer or General Counsel (in the case of the Chief Executive Officer)Board.

Non-Competition. During the term of this Agreement and for any period during which Officer is receiving periodic severance payments pursuant to Section 4.2 or, for a period of one year following a Termination Upon a Change in Control: (a) During the Employment Period and, thereafter, until that date which is the shorter of one (1) year after the termination or expiration of the Employment Period, (the “Restrictive Period”) the Executive agrees and covenants he or she it Officer shall not, and shall cause each without the prior written consent of his or her controlled Affiliates not toCorporation, directly or indirectly, own any interest in, controlown, manage, operate, participate incontrol, develop products for, advise or consult be connected with or render services for (as a director, an officer, employee, agent, broker, partner, consultant or contractor)otherwise, or otherwise engage or participate in activities any corporation or businesses, or establish any new businesses, within North America (including Mexico), Europe, or any country in which the Company is conducting other business during the time of the Executive’s employment with the Company (the “Territory”) any business that is competitive with the business operated by the Company, including any activities or business entity engaged in the Company Businessbusiness of buying, selling, developing, building and/or managing real estate facilities for the medical, healthcare and retirement sectors of the real estate industry. Officer understands and acknowledges that Corporation carries on business nationwide and that the nature of Corporation’s activities cannot be confined to a limited area. Accordingly, Officer agrees that the geographic scope of this Section 5 shall include the United States of America. Notwithstanding the foregoing, this Section 7 (a) shall be deemed not breached solely as a result of the ownership by the Executive or any of his or her Affiliates Officer of less than an aggregate of 2% of any class of the outstanding capital stock that of any corporation conducting such a competitive business which is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and is listed regularly traded on a national securities exchange; provided that such ownership represents exchange or in the over-the-counter market shall not be a passive investment and that violation of the Executive is not a controlling person of, or a member of a group that controls, such entityforegoing covenant. (b) To Officer shall not contact or solicit, directly or indirectly, any customer, client, tenant or account whose identity Officer obtained through association with Corporation, regardless of the extent during the Restrictive Periodgeographical location of such customer, the Executive is entitled client, tenant or account, nor shall Officer, directly or indirectly, entice or induce, or attempt to entice or induce, any severance payments following the Employment Term and the Company breaches its obligations employee of Corporation to make leave such employ, nor shall Officer employ any such severance payments, person in any business similar to or in competition with that of Corporation. Officer hereby acknowledges and agrees that the Restricted Period shall terminate provisions set forth in this Section 5 constitute a reasonable restriction on written notice of such breach by the Executive his ability to the Companycompete with Corporation and will not adversely affect his ability to earn income sufficient to support himself and/or his family. (c) This Section 7 does notThe parties hereto agree that, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of event a court of competent jurisdiction shall determine that the geographical or an authorized government agencydurational elements of this covenant are unenforceable, provided that such compliance does determination shall not exceed that required by render the lawentire covenant unenforceable. Rather, regulation, or order. The Executive the excessive aspects of the covenant shall promptly provide written notice of any such order be reduced to the Chief Executive Officer or General Counsel (in threshold which is enforceable, and the case of the Chief Executive Officer)remaining aspects shall not be affected thereby.